Constitution

JUNE 1, 2019
PREAMBLE

PROBUS IS A LOCAL, NATIONAL, AND INTERNATIONAL ASSOCIATION OF RETIRED PEOPLE WHO COME TOGETHER IN NON-POLITICAL, NON-SECTARIAN, NON-PROFIT, AUTONOMOUS CLUBS WHICH PROVIDE REGULAR OPPORTUNITIES FOR MEMBERS TO MEET OTHERS IN SIMILAR CIRCUMSTANCES, WITH SIMILAR LEVELS OF INTEREST, MAKE NEW FRIENDS, AND MAINTAIN AND EXPAND THEIR INTERESTS.

ADVISORY

The PROBUS name, trademarks, rights, and emblem(s) are registered with Industry Canada as the property of PROBUS CANADA. These shall not be used for commercial purposes without the written approval of PROBUS CANADA. Accreditation of a PROBUS Club shall be effective upon acceptance and approval by PROBUS CANADA of an application with the prescribed fee from a sponsoring Rotary Club or a recognized PROBUS Club. Rights to the use of the name and emblems, except on saleable articles, are automatically included with accreditation.

I. AIMS AND OBJECTIVES

  1. The purpose of the Club shall be: In keeping with the preamble, to provide regular meetings, guest speakers, programs and activities for retired and semi-retired persons with similar interests.
  2. Because many of its members may already be active in service to the community, the activities of the Club shall be directed solely towards acquaintance, fellowship, and learning:
    1. The Club shall not be competitive with any other organization.
    2. The Club shall be non-political and non-sectarian.
    3. The Club shall not be, nor appear to be, a fund raising or service club.

II. MEMBERSHIP

  1. The word PROBUS is a combination of the words PROfessional and BUSiness but membershipis not limited to these two groups but open to persons in other kinds of employment or vocation.
  2. The Club shall be for men and women who have had some measure of responsibility or achievement in any field of worthy endeavour.
  3. Application for membership, subject to approval by the Executive Committee, shall be sponsored by at least one member. Founding members do not require sponsorship.
  4. Regular attendance is not mandatory.
  5. Membership may be held in more than one PROBUS Club.
  6. Should any member conduct themselves in such a manner as to bring discredit on the organization or cause discord within the membership, or the Executive, the Executive may, by majority vote, cancel the current membership of that person, and refuse renewal of membership in the future.

III. MANAGEMENT

  1. The Club shall be managed by an Executive Committee consisting of a President, one or more Vice Presidents, a Secretary, a Financial Director, a Past President, Social Director, Communications Director, Program Director and such other persons as the Club deems necessary.
  2. ONLY elected members of the Executive Committee shall have equal voting privileges.
  3. In its By-laws, the Club is strongly urged to determine what, if any, terms are to be established for the Officers and other Members of the Executive Committee.
  4. The Executive Committee shall meet monthly or as the need arises.
  5. The quorum at a Executive Committee meeting shall be 50% plus one of the Committee.
  6. The Executive Committee shall have authority to fill vacancies that may arise between elections.
  7. The Executive Committee shall have authority to appoint sub-committees.
  8. The Vice President – Membership (or membership Director) shall be responsible for the list of members’ names, addresses, phone numbers, Photographs and such other information required by the Club’s By-law. This list must not be used for commercial purposes.
  9. The Financial Director and other executive’s duties and responsibilities are detailed in a separate document
  10. The Club shall co-operate with Rotary and other PROBUS Clubs in the formation of new PROBUS Clubs.

IV. GENERAL MEETINGS

  1. General meetings of the Club shall be held on the second Wednesday of each month from 10:00 AM to 12:00 PM with the exception of July, August and December Meetings shall be at a site chosen by the Executive committee.
  2. There shall be an Annual General Meeting held in accordance with Club By-laws. In advance of the meeting, members shall be provided with a financial statement for the twelve months prior to the Annual General Meeting.
  3. At each Annual General Meeting the presiding officer shall present nominations from the Nominating Committee for positions on the Executive Committee. Elections, when necessary, shall be by ballot or show of hands.
  4. Meetings shall be conducted according to commonly accepted rules of parliamentary procedure in keeping with Roberts Rules of Order. A motion that receives an equal number of affirmative and negative votes shall be considered lost.
  5. The quorum at General Meetings shall be 25% of the members in good standing.
  6. A Notice of Motion must be in the hands of the Secretary, in writing, at least one meeting prior to the meeting at which the Motion is to be put forward.

V. ANNUAL RETURNS

  1. By December 31st of each year, and in conjunction with an Application for Accreditation of a new Club, each Club shall submit to PROBUS CANADA a completed Annual Returns Information Form and Directory Renewal Form as distributed by PROBUS CANADA. Information within these forms is for the sole use of PROBUS CANADA.
  2. The Treasurer shall remit to PROBUS CANADA the annual assessment levied by PROBUS CANADA by December 31st of each year.

VI. MEMBERSHIP FEES

  1. Each member of the Club shall pay the annual membership fee as provided in Club By-laws.

VII. NON-PROFITABILITY

  1. The income and property of the Club shall be applied solely towards the objectives and activities of PROBUS and no portion thereof transferred directly or indirectly to the members. Nothing herein shall prevent the payment of approved remuneration for services actually rendered to the Club.

VIII. DISSOLUTION

  1. In recognition of Rotary service and contribution towards the expansion of PROBUS, any funds remaining on dissolution of the Club shall be donated to The Rotary Foundation (Canada) or to another registered charitable organization as approved by a majority of the Club Members at a General Meeting.

IX. BYLAWS

  1. Club By-laws and their amendments shall be consistent with this Constitution.

X. AMENDMENT

  1. A proposed amendment to this Standard Constitution for Clubs may be moved by a Director of PROBUS CANADA or by any member of a Club via their Executive committee.
  2. A proposed amendment to this Standard Constitution from a Club shall be forwarded to PROBUS CANADA for consideration at a meeting of the Board of Directors, PROBUS CANADA by the President of the Club following approval by their Executive Committee.
  3. Proposed amendments may be considered at any meeting of the Board of Directors of PROBUS CANADA.
  4. Any amendments approved by the Board of Directors of PROBUS CANADA shall be communicated to all Clubs and shall become an amendment to each Club’s Constitution.
  5. The name or gender composition of the Club may be changed at any General Meeting of the Club, following an advance notice of the motion to change to all Members at least thirty (30) days in advance of the meeting, the quorum required by Club bylaw being present, and a two-thirds majority of the members present will be required to carry the vote. The amendment shall be effective when it has been communicated to PROBUS CANADA.