By-Laws

PROBUS CLUB OF BELLEVILLE
Canadian Club # 030

Bylaw No. 1 - Territory

1-1. Membership in the PROBUS Club of Belleville, hereinafter referred to as the “Club”, shall be primarily but not limited to Belleville, Ontario, and the surrounding communities.

Bylaw No. 2 - Membership

2-1. Membership in the Club is open to both women and men.

2-2. An application for membership shall be sponsored by one member of the club, and must be approved by the Management Committee. Once accepted, an annual membership fee should be paid before or at the time of initiation. Each new member shall be presented with a name badge, a Probus lapel pin, a copy of the membership list and a copy of the Constitution and By-Laws.

Existing members who are renewing their membership shall pay the pre-determined annual fee. New members shall pay the same fee, except that it may be reduced for those joining late in the membership year. The actual fee schedule shall be shown on the Application Form. Changes to the Annual Fees may be made by the Management Committee. Unlike other By-Laws, they do not require the approval of the membership before amendment.

2-4. The membership year runs from 1 August to 31 July. Annual membership fees are payable on 1 August of each year.

2-5 The Management Committee, by means of more or less publicity, shall try to keep the membership at about 120. The number of regular members shall not exceed 150. A waiting list shall, if necessary, be kept by the Membership Director.

2-6. Membership may be held in more than one PROBUS club. When a membership waiting list exists and an opening occurs in the Club, priority shall be given to an applicant who is not already a member of a PROBUS club.

2-7. The Management Committee may terminate the membership of any member who fails to pay the annual membership renewal fee by 31 October of any year.

2-8. If in the opinion of, and after due consideration by, the Club's Management Committee, a member is considered to have conducted himself / herself in such a manner as to bring discredit on the Club or on PROBUS Canada or who causes serious discord within the Club membership, the Management Committee shall endeavour to favourably resolve the issue with the member. Should such discussion be unsuccessful, the member may be asked by the President to resign. Should the member not resign, the Management Committee, by majority vote, may choose to not accept the renewal of the membership of the member for the following and any subsequent year and shall return any Club membership renewal fees paid by or on behalf of the member for any period for which the member’s membership in the Club has not been in effect.

2-9. Honorary Membership may be conferred on a person by a majority of members voting at a General Meeting of the membership provided a quorum of members, as defined by the bylaws, exists at the meeting. An Honorary Member shall not be required to pay the annual membership fee and shall enjoy all privileges of membership except voting and election to office. Honorary Membership shall continue to the end of the membership year. No more than 2% of the membership shall be Honorary Members at any given time.

2-10. Life Membership may be conferred on a member by a majority of Club members voting at a General Meeting of the Club membership provided a quorum of members, as defined by the bylaws, exists at the meeting. The purpose of conferring a Life Membership is to recognize a Club member who has rendered outstanding service to the Club. A Life Member shall not be required to pay the annual membership fee and shall enjoy all privileges of membership. No more than 2% of the membership may be Life Members at any given time.

Bylaw No. 3 - Management Committee

3-1. The Management Committee shall consist of members of the Club in good standing elected by the Club membership or, in the case of an interim vacancy on the Committee, appointed by the Management Committee, with the exception of non-voting members of the Committee as provided in Bylaw 3-9. The Management Committee shall manage the day to day and strategic operations of the Club including, but not limited to, financial and membership activities.
3-2. The Management Committee shall normally consist of the following positions:
President *
Vice President *
Secretary *
Treasurer *
Past President *
Membership Director*
Social Director *
Program Director *
House Director
Publicity Director
Newsletter Editor
3-3. The Management Committee may have more or fewer positions at the discretion of the Committee, but not fewer than the eight positions asterisked in Bylaw 3-2.
3-4. The Management Committee shall normally meet once per month, for example after the second general meeting of that month. The gap between meetings shall not be greater than 2 months
3-5. Each member on the Management Committee has one vote on the Committee with the exception that when two or more individuals occupy a Management Committee position (such as co-chairs for a position), only one such individual, as determined by those individuals occupying the position, shall exercise a vote on the Committee and count toward a Committee quorum.

3-6. In the event a Management Committee member occupies more than one Committee position, only one such position shall be counted when determining a quorum for the Committee, and the member shall not exercise more than one vote on the Management Committee.

3-7. The voting quorum at a Management Committee meeting shall be 50% plus one of the Committee.

3-8. Voting at committee meetings shall be by open voting or, if the committee wishes, by secret ballot; and votes by Management Committee members may be cast by telephone during the meeting. Between meetings, votes may be held through e-mail. In the case of e-mail voting, the time and date by which votes must be cast shall be stated, and the voting period shall not be less than 48 hours. All e-mail votes shall be open votes (ie. each voter shall send his or her vote to the whole committee). An e-mail vote is only valid if the number of votes cast (Yes, No or Abstain) is at least equal to the quorum in a committee meeting.

3-9. For the purpose of advising the Committee, the Management Committee may appoint Club members as non-voting members of the Committee (or to subcommittees of the Committee) and for terms determined at the discretion of the Management Committee. Such appointments do not require a vote by the Club membership and individuals appointed to such non-voting roles do not exercise any authority on behalf of the Management Committee or Club. Such positions do not count toward a quorum of the Management Committee.
3-10. The President, or designate, shall preside at all meetings of the Management Committee and all General Meetings of the Club and shall be the principal executive officer of the Club charged with generally overseeing the business and affairs of the Club.

3-11. The Vice President shall perform the duties of the President in the absence of the President.

3-12. The Historian shall be responsible for recording and archiving all minutes of the Management Committee meetings and General Meetings.The Club Historian shall be responsible for archiving all material correspondence and material records of the Club.

3-13. The Treasurer shall maintain and control all financial records of the Club and provide monthly financial statements to the Management Committee and annually to the Club membership, and all material financial records shall be passed on to the successor Treasurer.

3-14. The Membership Director shall be responsible for the Club membership roll which shall include Club members' names, postal and email addresses, telephone numbers and other information that the Management Committee may determine is necessary. The Membership Director, on behalf of the Management Committee, shall also be responsible for managing the privacy of information requirements related to the membership roll

3-15. The Past President shall be responsible for inter-club liaison.

3-16. The membership roll shall be distributed to the members in the fall each year. The membership roll shall not be used for commercial purposes.

3-17. The Club Management Committee will review the fee structure periodically and may make adjustments based on the financial circumstances of the Club (ref. 2-3).

Bylaw No. 4 - Election of Management Committee Members

4-1. All Management Committee positions are held for one year, and are vacated at the end of the year. The Vice-President is expected to stand for President for the following year. Except for the President, and as limited in by-law 4-9 all members of the Management Committee are permitted to stand again, for the same or a different position for the following term. The President shall become Past President. There is no restriction on the number of times any person can hold any Management Committee position.

4-2. Appointments to vacant positions on the Management Committee shall be made by means of a majority vote of the attending Club membership at the Annual General Meeting, providing that those members attending constitute a quorum as defined in the Club bylaws.

4-3. A Nominating Committee consisting of the outgoing President, assisted by two Past Presidents of the outgoing president’s choosing, (none of whom are candidates for the new committee) shall present to the monthly General Meeting that occurs immediately prior to the Annual General Meeting of the Club, a slate of candidates for consideration for the Management Committee positions that need to be filled at the Annual General Meeting. The President shall also advise the membership at that General Meeting of the process for acceptance of any further nominations. The slate of candidates and the nomination process shall also be communicated by means of an e-mail to the membership or an announcement in the Club newsletter or both, at least 21 days before the Annual General Meeting.

4-4. Any further nominations (with the nominee’s consent to stand) shall be conveyed to the Nominating Committee at least 14 days prior to the Annual General Meeting and communicated by the Nominating Committee to the Club membership by means of an e-mail to the membership or an announcement in the Club newsletter or both, at least 7 days prior to the Annual General Meeting.

4-5. At the Annual General Meeting, if there is no opposing candidate for any Management Committee position, the new Management Committee may be voted on by the membership by acclamation of the slate of all candidates. If there are two or more candidates running for a Management Committee position, a returning officer and a scrutineer shall be appointed by the presiding officer before the election. The voting shall be by secret ballot: the candidate with the greatest number of votes shall be declared elected.

4-6. All terms of Management Committee positions shall commence on the date of the Annual General Meeting in which the candidates for such Management Committee positions are elected to the position by the
Club membership and shall terminate on the date of the Annual General Meeting at the end of the term of such positions. The term of any candidate elected or appointed to a Management Committee position intra- term shall terminate on the same date as the original term being filled.
4-7. Should a Management Committee position become vacant prior to the termination date of the position term, the Management Committee may appoint a Club member to serve out the remainder of the term of that position.
4-8. Under no circumstances shall the number of Management Committee members appointed by the Management Committee to fill interim vacant Committee positions exceed one-half of the occupied Management Committee positions and one-half of the Club officers at the time any such appointments are made.
4-9. The Past President position is not elected, but shall be filled by the previous president.

Bylaw No. 5 - Club Officers

5-1. Officers of the Club shall have the sole authority on behalf of the Club to approve cash disbursements, and to sign cheques and material contracts, and to open, close or move Club financial accounts.
5-2. The officers of the Club must be members of the Management Committee and occupy one or more of the following positions on the Committee:
President
Vice President
Treasurer
Secretary
Any other position considered essential to the effective operation of the Club and as recommended by the Management Committee and approved by the membership.
5-3. The exercise of officers’ authority in any instance shall be evidenced at the time by the signature of two of the current officers of the Club who are not the same individual and must have the approval of the Management Committee where such approval has not been previously delegated to the officers.
5-4. At no time may the Club have fewer than three officers in place, none of whom shall be the same person.

Bylaw No. 6 - General Meetings

6-1. The Annual General Meeting of the Club membership shall be held on the regular scheduled meeting date for the last meeting in September. At the AGM, the financial statements for the previous year (ie. ending on 31 July of the same year as the AGM) shall be presented to the membership, and the new Management Committee (including the officers) shall be elected.

6-2. General Meetings of the Club membership shall be held on the second and fourth Thursdays of each month at 10:00 am at the designated venue except for certain exceptions (such as the day of Christmas lunch) which shall be advertised well in advance.

6-3. The quorum for voting at any General Meeting shall be 25% of the membership.

6-4. Any notice of motion for which the Club membership shall be requested to vote shall be submitted in writing to the Secretary and read to the General Meeting that occurs one month prior to the General Meeting at which the motion is to be considered and voted upon. Such notice shall also be communicated by means of an e-mail to the membership or an announcement in the Club newsletter or both, at least 14 days prior to the General Meeting in which the motion is to be considered by the membership.

6-5. A fee may be charged at regular meetings to cover meeting expenses. The fee shall be as determined by the Management Committee. A prospective member shall be permitted attendance to a maximum of two Club General Meetings without paying the meeting fee.

Bylaw No. 7 - Financial

7-1. The Treasurer shall receive, record, and deposit all funds of the Club in a financial institution approved by the Management Committee.

7-2. An annual financial review of the Club’s financial accounts, transactions and material financial commitments shall be conducted and a report presented to the Annual General Meeting of the Club.

7-3. The annual financial review shall be conducted by either a qualified member of the Club who is not a member of the Management Committee; a qualified member of another PROBUS club; or a qualified member of the public; or a small group of such persons. A “qualified” individual is someone with substantial experience in maintaining and reviewing financial accounting records and transactions.

7-4. Collection and Disbursement of Funds
For major club events the club member organizing the event should collect the revenues in cash or cheques made out to the Probus Club of Belleville. These should be handed to the Treasurer for bank deposit.
For the disbursement of funds for the event, the responsible club member will present the bill to the Treasurer, who will prepare a cheque, and ensure it is delivered.
For convenience or timeliness of payment the responsible club member may pay the required fees directly and submit the receipt to the Treasurer for reimbursement.
If advance or immediate payment of a fee is required and the responsible member does not wish to accept the charge, the member may request an advance from the Treasurer. On receipt of a reasonable estimate of the expense the Treasurer will issue a cheque payable to the responsible member. The member is then responsible for the payment of the fee and providing the Treasurer with receipts for the payments made.
If the advance payment is less than the actual fee, upon receiving the receipt the Treasurer will issue a cheque for the balance owing to the club member. If the advance payment is greater than the actual fee the club member will return the excess funds with the receipt.
For small events, involving less than 15 to 20 members, if the club member organizing the event wishes for their personal convenience to accept responsibility for collection and disbursement of funds for the event directly without passing the funds through the Treasurer, they are free to do so. However small the event, if the club member organizing it chooses not to accept responsibility for the financial activity associated with the event, the club Treasurer will be responsible.

Bylaw No. 8 - Profitability

8-1. Club activities are to be budgeted to break even, save and except for the Annual Lunch and the Christmas Lunch and any other significant event determined by the Management Committee which may be subsidized to the extent determined by the Management Committee. Guests attending such events will not benefit from the subsidy.

8-2. An individual member of the Club must not gain from a discount, commission, gratuity or other benefit arising from a Club activity other than in exceptional circumstances at the discretion and with the specific approval of the Management Committee. Points from a credit card are not included in this prohibition, because if the club had issued a cheque (rather than the member paying with their credit card), the club’s financial position would not be affected.

Bylaw No. 9 - Assets

9-1. Assets of the Club (e.g. funds, supplies, equipment, purchased services, brand, website, email accounts, newsletter) shall be used solely for the direct purposes of Club business and activities. Any Club assets in the possession of a Management Committee member whose term has expired shall be conveyed to their successor or to the President.

Bylaw No. 10 - Amendment

10-1. Any bylaw may be amended by a motion receiving approval by two-thirds majority of the members present and voting at a General Meeting, provided that such meeting has a quorum as defined in the bylaws, and provided that notice of the motion has been given as required by bylaw 6-4.

10-2. The Club’s by-laws must be consistent with the “Standard Constitution for Local PROBUS Clubs (Canada)”.

10-3. The Club's bylaws shall be reviewed for possible amendments every three years (or sooner if deemed necessary by the Management Committee or the Club membership).

10-4. When “Standard Constitution for Local PROBUS Clubs (Canada)” updates are published by PROBUS Canada, the club shall adopt them.

10-5. The President shall review the “Standard Constitution for Local PROBUS Clubs (Canada)” with the Management Committee within 90 days of formal issuance of revisions to that document to determine any impact such revisions may have on the operations and/or bylaws of the Club.

10-6. The Club President will send a complete copy of the Club’s bylaws to PROBUS Canada whenever such bylaws are amended.

Date of Membership Vote on Amended Bylaws: 26 September 2024