Beaver Valley Probus Club

Bylaws

Date of Membership Vote: March 26, 2024

1 - Territory

1-1. Membership in the Beaver Valley PROBUS Club, hereinafter referred to as the "Club", shall be drawn primarily from the area of the Georgian Triangle.

2 - Membership

2-1. 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.

2-2. A prospective member may submit an application from the Club’s website. A current member in good standing (sponsor) is requested to be a reference to the suitability of the applicant. If no sponsor can be identified then the Management Committee can accept such candidates. Applications are placed on a waitlist which is opened as capacity allows. An application for membership, once accepted, will require a one-time non-refundable initiation fee and an annual membership fee. The Management Committee will review the fee structure periodically and may make adjustments based on the financial circumstances of the Club. The fees are advertised on the Club's website. Existing members who are renewing their membership must pay the full annual fee.

2-3. 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.

2-4. Any membership caps are to be determined by the Management Committee.

2-5. Annual membership fees are payable by February 1 of each year.

2-6. The Management Committee may terminate the membership of any member who fails to pay the annual membership renewal fee by February 1 of any year.

2-7. 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 in Bylaw VI.3, 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. No more than 2% of the membership shall be Honorary Members at any given time.

2-8. Life Membership may be conferred on a member at the recommendation of the Management Committee. 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. Life Members shall be duly noted or flagged in the Club Directory.

2-9. 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.

3 - Management

3-1. The Management Committee shall consist of executives and appointees who are Club members in good standing. 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 Club's executives are the President, Vice President, Treasurer, and Secretary, all to be elected annually by the Club's members and all having full signature authority. The position of Assistant Treasurer is appointed and has signature authority only over financial instruments. The previous President is invited to serve as the Immediate Past President with the privileges of an appointee. All other positions are appointed and may consist of, but are not limited to, Membership Coordinator, Activities Convenor, Social Convenor, Speakers Chair, Director-at-Large, Communications Director, Newsletter Editor, Webmaster, and Technical Advisor. All appointments are made by the Management Committee.

3-3. The Management Committee may have more or fewer positions at the discretion of the Committee, but not fewer than the executive positions outlined in Bylaw 3-2.

3-4. Each member on the Management Committee has one vote with the exception of 3.5. The voting quorum at a Management Committee meeting shall be 50% plus one.

3-5. 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.

3-6. At the discretion of the Management Committee, voting will be by open vote.

3-7. 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.

3-8. 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.

3-9. The Vice President shall perform the duties of the President in the absence of the President.

3-10. 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 Secretary shall also keep record of all physical assets of the club and their location as designated in 9.1.

3-11. The Treasurer shall maintain and control all financial records of the Club and provide quarterly financial statements to the Management Committee and annual statements to the Club membership. All financial records shall be passed on to the incoming Treasurer.

3-12. 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.

3-13. The membership directory may be made available to the members as determined by the Management Committee. The membership directory will include a statement of its confidentiality and to be used only for the activities of the Club and shall not be used for commercial purposes.

4 - Election of Management Committee Members

4-1. A Nominating Committee consisting of the Vice 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.

4-2. 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.

4-3. When an election to the Management Committee by the membership is required for 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.

4-4. 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.

4-5. All terms of Management Committee positions shall commence on the date the candidates for such Management Committee positions are elected or appointed. Each term shall terminate at the subsequent Annual General Meeting. The term of any candidate elected or appointed to an interim Management Committee position shall terminate on the same date as the original term.

4-6. Interim appointments to elected positions shall not exceed the number of duly elected committee members.

4-7. No Management Committee member shall serve more than ten (10) consecutive years on the Management Committee. Those Management Committee Members who have served 10 years as at January 31, 2020 will be exempt from this Bylaw. The President shall normally serve for a 1 year term, but may not serve for more than 2 consecutive years as President.

4-8. Nominees for the position of Vice President are expected to stand for election as President the following year.

5 - Club Executive

5-1. 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.

5-2. The Club's executive must be members of the Management Committee and occupy one or more of the following positions on the Committee:

  •  President #

  •  Vice President #

  •  Treasurer #

  •  Secretary #

  •  Immediate Past President

        # Have full signing authority

An Assistant Treasurer may be appointed with signing authority for financial instruments.

5-3. 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. A signature may be in electronic form, e.g. when an approval is provided via email.

5-4. At no time may the Club have fewer than three executive members in place, none of whom shall be the same person.

6 - General Meetings

6-1. General Meetings of the Club membership are usually held on the fourth Tuesday of each month at 1:00 pm at the Beaver Valley Community Centre or other suitable location if required.

6-2. The Club’s Annual General Meeting shall be held on the regular scheduled meeting date, closely following the Club’s fiscal year end.

6-3. 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.

6-4. Members who attend a General Meeting virtually shall be considered present.

6-5. 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.

7 - General Meetings, Events, and Activities

7-1. General Meetings are organized monthly by the Management Committee and usually include a presentation by a guest speaker. Events such as the Annual Picnic or the Golf Tournament shall be organized by or under the auspices of the Social Convenor. Activities are recurring sessions such as bicycle rides or book club meetings and shall be organized by Activity Leaders. The Activities Convenor shall coordinate all Activities with the Activity Leaders. 

7-2. The Management Committee shall sanction General Meetings, Events, and Activities so that they are covered under Third Party Liability Insurance for officers, members, and volunteers. Providing information about a General Meeting, Event, or Activity on the club's website documents such sanctioning. Guests are not covered therefore need to sign a suitable waiver prior to attending a General Meeting, Event, or Activity.

7-3. Organizers are encouraged to use the club's website for planning, payment, and execution of General Meetings, Events, or Activities.

7-4. General Meetings, Events, and Activities shall be organized in a safe and supportive way and members shall follow the organizers' directions.

7-5. Any incidents during sanctioned General Meetings, Events, or Activities shall be reported to the President and Social Convenor or Activities Convenor within 48 hours using an Incident Report Form. The President shall provide pertinent information to the insurance broker, should a claim be made.

7-6. Pets are not allowed during General Meetings, Events, and Activities, unless an exception is made by the organizer and all participants. Working service animals are always allowed but emotional support animals require an exception.

8 - Financial

8-1. The Treasurer shall receive, record, and deposit all funds of the Club in a financial institution approved by the Management Committee. The Treasurer shall produce financial statements (Profit & Loss, Balance Sheet) quarterly to the Management Committee and annually to the Club’s members according to Bylaw 3.11.

8-2. 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.

8-3. 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.

9 - Profitability

9-1. Club activities are to be budgeted to break even. The Management Committee may decide to subsidize annual events for the Club at large.

9-2. 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.

9-3. 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.

9-4. In keeping with the Club’s constitution, nothing shall prevent the payment of approved remuneration for services actually rendered to the Club.

10 - Assets

10-1. 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 immediately conveyed to the member’s successor or to the President.

11 - Amendment

11-1. 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 6-3, and provided that notice of the motion has been given as required in Bylaw 6-5.

11-2. The Club’s bylaws must be consistent with the Standard Constitution for PROBUS Clubs.

11-3. 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).

11-4. When Standard Constitution for PROBUS Clubs updates are published by PROBUS CANADA, the Club shall adopt them as being the current constitution version followed.

11-5. 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.

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    Beaver Valley PROBUS Club

    Box 144, Thornbury, ON N0H 2P0

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