Suggested Bylaws for PROBUS Clubs Approved by PROBUS CANADA Board of Directors, July 8, 2022

I. TERRITORY

1. Membership in The PROBUS Club of Blue Mountain, hereafter referred to as the “Club”, shall be primarily but not limited to residents of Southern Georgian Bay and immediate surrounding communities in Ontario.

II. MEMBERSHIP

1. Membership in the Club is open to retired or semi-retired people, regardless of marital status, gender identity, sexual orientation, or any other ground prohibited under Section I.3(1) of the Canadian Human Rights Act.
2. An application for membership, once accepted, will require a one-time nonrefundable initiation fee and an annual membership fee as determined by the Management Committee. The Club Management Committee will review the fee structure periodically and may make adjustments based on the financial circumstances of the Club. Depending on the time of year a new member is accepted, the annual membership fee may be prorated at the discretion of the Management Committee, to be determined at the time of the application. Existing members who are renewing their membership must pay the full annual fee. Partial year renewals are not permitted.
3. 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.
4. Any membership caps are to be determined by the Management Committee.
5. Annual membership fees are payable by the third Thursday in September of each year.
6. The Management Committee may terminate the membership of any member who fails to pay the annual membership renewal fee by December 31st of any year.
7. The Management Committee may confer Life Membership on a member who has given ten years of service to the Club as a Management Committee member and/or Group Leader. 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.

If in the opinion of, and after due consideration by, the Club’s Management Committee, a member who has conducted himself/herself in such a manner as to bring discredit on the Club or on PROBUS CANADA or causes serious discord within the Club membership, the Management Committee shall endeavour to discuss and 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(s) 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.

III. MANAGEMENT COMMITTEE

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 III.7. The Management Committee shall manage the day to day and strategic operations of the Club including, but not limited to, financial and membership activities.
2. The Club shall be managed by a Management Committee consisting of a President, a Vice President(s), a Secretary, a Treasurer, the Immediate Past President, a Membership Coordinator, and such other persons as the Club deems necessary.
3. The Management Committee may have more or fewer positions at the discretion of the Committee, but not fewer than the 6 positions named in Bylaw III.2. The Management Committee shall set staggered terms for each management position such that no greater than 60% of the Management Committee position terms will expire in any single year.
4. 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 individual, as determined by those occupying the position, shall exercise a vote on the Committee and count toward a Committee quorum.
5. 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 have one vote on the Management Committee.

At the discretion of the Management Committee in any instance, Committee voting may be by open voting or by secret ballot. Votes by Management Committee members may be cast by telephone or other electronic means during the meeting, and any such vote shall be reflected in the quorum present for that vote.

For the purpose of advising the Committee, the Management Committee may appoint Club members as non-voting members of the Committee (or to subcommittees) 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 non-voting roles shall not exercise any authority on behalf of the Management Committee or Club. Such positions do not count toward a quorum of the Management Committee.

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. The Vice President shall perform the duties of the President in the absence of the President.

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

The Treasurer shall maintain and control all financial records of the Club and provide monthly financial statements to the Management Committee and annual statements to the Club membership. All financial records shall be passed on to the incoming Treasurer.

The Membership Coordinator shall be responsible for the Club membership roster, 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 Coordinator, on behalf of the Management Committee, shall also be responsible for managing the privacy of information requirements related to the membership roster.

The membership roster may be distributed to the members as determined by the Management Committee. The membership roster shall not be used for commercial purposes.

IV. ELECTION OF MANAGEMENT COMMITTEE MEMBERS

1. A Nominating Committee consisting of the President, Immediate Past President (or other Management Committee member as determined by the Committee) and a Club member-at large selected by the Management Committee, shall present to the General Meeting immediately prior to the Club’s Annual General Meeting a slate of candidates for consideration for Management Committee positions that will be vacant on the date of 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, to be selected by the Management Committee, of an email to the membership and/or an announcement in the Club newsletter and/or an announcement on the Club website, at least 28 days before the Annual General Meeting.
2. Any further nominations (with nominee’s prior consent to stand) shall be conveyed to the Nominating Committee at least twenty-one (21) days prior to the Annual General Meeting and communicated by the Nominating Committee to the Club membership by means, to be selected by the Management Committee, of an email to the membership and/or an announcement in the Club newsletter and/or an announcement on the Club website, at least fourteen (14) days prior to the Annual General Meeting. No nominations shall be considered and presented to the membership that are not received by the Nominating Committee at least twenty-one (21) days prior to the Annual General Meeting.
3. When an election to the Management Committee by the membership is required at an Annual General Meeting, if there is no opposing candidate for any Management Committee position the membership may vote to acclaim the slate of all such candidates. Voting for candidates where there are two or more candidates running for a Management Committee position shall be by secret ballot, open voting or a means determined by the Management Committee.
4. Should a Management Committee position become vacant prior to the position’s termination date, the Management Committee may appoint a Club member to serve the remainder of that term.
5. All terms of Management Committee positions shall commence on the date the candidates for such Management Committee positions are elected or appointed. The terms of the President, Vice President and Past President shall terminate at the subsequent Annual General Meeting.

Under no circumstances shall the number of appointed Management Committee members exceed 50% of the Management Committee positions and 50% of the Club’s executive at the time any such appointments are made.

No Management Committee member shall serve more than ten (10) consecutive years on the Management Committee.

V. CLUB EXECUTIVE

1. The Club’s executive shall have the sole authority on behalf of the Club to sign financial instruments (cash disbursements, cheques, credit/loan provisions, etc.) and material contracts and to open, close or move Club financial accounts.
2. The Club’s executive must be members of the Management Committee and occupy one or more of the following positions on the Committee: • President • A Vice President • Treasurer • Secretary • Immediate Past President • Membership Coordinator
3. The exercise of the executive’s authority in any instance shall be evidenced at the time by the signature of two current executive members and must have the approval of the Management Committee when such approval has not been previously delegated to them.
4. At no time may the Club have fewer than three executive members in place, none of whom shall be the same person.

VI. GENERAL MEETINGS

1. General Meetings of the Club membership will occur as determined by the Management Committee. General Meetings shall be held on the third Thursday of each meeting month at 10:00 am at the designated venue or as determined by the Management Committee.
2. The Club’s Annual General Meeting shall be held on the third Thursday in September, closely following the Club’s fiscal year end.
3. The quorum at all General Meetings shall be 25% of the membership. In order to establish a quorum in unusual circumstances, members may be reached by alternative methods such as telephone, email, surveys, and polls.
4. Members who attend a General Meeting virtually shall be considered present.
5. Any notice of motion for which the Club membership will 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, to be selected by the Management Committee, of an email to the membership and/or an announcement in the Club newsletter and/or an announcement on the Club website, at least fourteen (14) days prior to the General Meeting in which the motion is to be considered by the membership.

VII. FINANCIAL

1. The Treasurer shall receive, record, and deposit all funds of the Club in a financial institution approved by the Management Committee.
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.
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. A “qualified” individual is considered someone with substantial experience in maintaining and reviewing financial accounting records and transactions.

VIII. PROFITABILITY

1. Club activities are to be budgeted to break even.
2. The Club may advance funds, with approval of Management Committee, when prepayment for events or activities is required prior to collection of funds from members. Such advances shall be repaid to the Club.
3. 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.
4. In keeping with the Club’s constitution, nothing shall prevent the payment of approved remuneration for services actually rendered to the Club.

IX. ASSETS

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 immediately conveyed to the member’s successor or to the President.

X. AMENDMENT

1. Any bylaw may be amended by a motion receiving approval by two-thirds (2/3) majority of the members present and voting at a General Meeting, provided that such meeting has a quorum as defined in Bylaw VI.3, and provided that notice of the motion has been given as required in Bylaw VI.4.
2. The Club’s bylaws must be consistent with the Standard Constitution for PROBUS Clubs.
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).
4. When Standard Constitution for PROBUS Clubs updates are published by PROBUS CANADA, The PROBUS Club of Blue Mountain shall adopt them as being the current constitution version to be followed. 5 The President shall review the Standard Constitution for PROBUS Clubs 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.

Bylaws Approved by Membership: September 15, 2022