PROBUS CANADA Management Bylaws

PROBUS CANADA Management By-Laws (2022)

I. SEAL

The seal, an impression of which is stamped hereto, shall be the seal of PROBUS CANADA (hereafter referred to as the Organization). Said seal shall be, in its proportions, colors and general configuration, the basis and basic component of all PROBUS emblems distributed under the authority of the Organization. The Secretary shall be responsible for the safe keeping of the seal, located at the Organization's registered office address.

II. OPERATIONAL/FISCAL YEAR

The operational year of the Organization shall be from the Annual General Meeting of a given year until the Annual General Meeting of the following year. The fiscal year shall be from January 1 to December 31 of each calendar year.

III. BORROWING POWERS

Borrowing on behalf of the Organization, for whatever purpose, shall be subject to prior approval and authorization by vote of two-thirds of the members of the Organization's Board of Directors, hereafter referred to as "the Board."

IV. BOARD MEMBERSHIP

  1. Board membership shall be distributed among the districts as stipulated in these Bylaws. As each Director is required to stand for election, nominations will be solicited from the assigned district and, if required, elections will be held within the district to select the future Director for that district.

  2. It shall be a condition of nomination that a candidate for Board membership must be prepared to serve on the Executive Committee or fill such other office as requested by the Board.

  3. A Board member shall be eligible for election to a second term on the Board.

  4. A Board member may withdraw by lodging a written resignation with the Secretary of the Organization.

  5. A Board member may be removed from office for conduct that is considered to be contrary to the interest of the Organization on a motion supported by two-thirds of the Board membership at an in-camera Special meeting of the Board.

  6. When a vacancy occurs on the Board, the District that has the vacancy shall elect one of its Past Presidents to fill the vacancy for the balance of the term. If the District does not fill the vacancy expeditiously, the members of the Board shall do so.

V. DISTRIBUTION OF BOARD MEMBERSHIP

  1. Board membership shall be one Director from each of the following districts:

    1. Atlantic Provinces and State of Maine

    2. North-Western Ontario, Manitoba, Saskatchewan

    3. Alberta

    4. Ontario District #1- The Counties and Regional Municipalities of Stormont, Dundas and Glengarry, Prescott & Russell, Ottawa, Leeds & Grenville, Lanark, Renfrew, Frontenac, Lennox and Addington, Prince Edward, Hastings, Northumberland

    5. Ontario District #2 - The Counties and Regional Municipalities of Durham (east of Durham Regional Road 23), Peterborough, Haliburton, Victoria and York (north of the Cities of Markham, Richmond Hill and Vaughan)

    6. Ontario District #3 - The Regional Municipality of Durham (west of Durham Regional Road 23), the Cities of Markham, Richmond Hill, Vaughan, Toronto, Mississauga and Burlington and the Town of Oakville

    7. Ontario District #4 - The Counties and Regional Municipalities of Peel north of the City of Mississauga; Dufferin, Halton (north of the City of Burlington and the Town of Oakville), Wellington and Waterloo

    8. Ontario District #5 - The Counties of Elgin, Chatham-Kent, Essex, Oxford, Middlesex, Lambton, Perth, Grey (except the Blue Mountains), Huron and Bruce

    9. Ontario District #6 - The Counties of Niagara, Brant, Haldimand and Norfolk, and the City of Hamilton

    10. Ontario District #7 - The Counties and Districts of Simcoe (west of Simcoe County Road 29 and north of Simcoe County Road 90); Nipissing, Parry Sound, Sudbury, Manitoulin Island and Algoma; and The Blue Mountains

    11. British Columbia District # 1 - Vancouver Island and Islands in proximity

    12. British Columbia District # 2 - Vancouver and Lower Mainland including the Fraser Valley

    13. British Columbia District # 3 - communities in the Interior of British Columbia

  2. The Board shall be responsible for reviewing the distribution of membership, and for proposing any changes to that distribution, at least once every three years.

VI. EXECUTIVE COMMITTEE

  1. No person shall hold more than one position on the Executive Committee at one time.

  2. The term of office for the President and Vice President shall be one year. The President and Vice President may be re-elected a maximum of one time. No member of the Executive Committee may hold the office of Secretary or Treasurer for more than three consecutive years.

  3. The Executive Committee shall administer the affairs of the Organization between meetings of the Board and shall provide to each member of the Board at every Annual or other meeting of the Board the minutes of the Executive Committee meeting(s) since the previous Board meeting.

  4. The Executive Committee shall form sub-committees to deal with specific matters but shall retain responsibility for communicating the sub-committees' recommendations to the Board. Chairpersons of such sub-committees may be invited to attend meetings of the Executive Committee whenever the work of the sub-committees is to be discussed.

  5. A member of the Executive Committee shall be deemed to have vacated his or her office:

    1. Upon the member's inability to perform the prescribed duties.

    2. Upon the member's written resignation delivered to the Secretary.

  6. If an Executive Committee position other than the Presidency becomes vacant during the term of the incumbent:

    1. The Board shall fill the position by election from the Board membership, with the person elected to complete the unexpired portion of the term.

    2. In the case of an urgent requirement between Board meetings, the Executive Committee shall make an interim appointment effective until the Board next convenes.

  7. An in-term vacancy of the Presidency shall be filled by the Vice President. Should the Vice President be unavailable, the Board shall elect a President to complete the in-term vacancy.

  8. Regular guidelines regarding appointments and elected positions shall not be influenced by in-term appointments.

VII. DUTIES OF THE EXECUTIVE COMMITTEE AND DIRECTORS

  1. The President shall:

    1. Be the chief executive officer and shall represent the Organization at public and other functions.

    2. Oversee the operations of the Organization.

    3. Report to the Annual General Meeting of the Board on the affairs conducted by the Executive Committee on behalf of the Organization.

    4. Preside over all meetings of the Executive Committee and the Board.

    5. Have the right to vote on all issues.

    6. Be responsible for effecting all orders and resolutions of the Executive Committee.

    7. Perform such other responsibilities and duties as may be assigned by Bylaw, the Executive Committee, or the Board.

  2. The Vice President shall:

    1. Perform the functions of the President when the President is unable to perform them.

    2. Perform such other tasks and duties as may from time to time be assigned by Bylaw, the Executive Committee, or the Board.

  3. The Secretary shall:

    1. Be responsible for ensuring the preservation of archival material, the maintenance of current files in proper order, and the safeguarding of the PROBUS seal, which shall be used only under direction of the Executive Committee.

    2. Ensure the recording of the proceedings of the Executive Committee and the Board.

    3. Ensure distribution of the minutes of Executive meetings to each member of the Executive Committee and of the Board.

    4. Ensure the distribution of the minutes of Board meetings to all members of the Board.

    5. Ensure the issuing of written notice of every Board and Executive Committee meeting to each Board member, the timing of such notice to be governed by these Bylaws.

    6. Perform such other tasks and duties as may from time to time be assigned by Bylaw, the Executive Committee, or the Board.

  4. The Treasurer shall:

    1. Ensure that all funds of the Organization are deposited in a financial institution approved by the Executive Committee:

      1. Signatories for the account shall be two of the President, Vice President, Treasurer, a Director, and the Financial Manager.

      2. Signatures for all required contracts, documents or other written instruments of commitment shall be under seal, by any two members of the Executive Committee, and only if authorized in the minutes by resolution of the Executive Committee or the Board.

    2. Maintain and control all financial records of the Organization.

    3. Present periodic financial statements to the Board as required by the Executive Committee.

    4. Present an annual budget to the Board of Directors to be approved at the last Board meeting of the calendar/fiscal year.

    5. Present an annual financial statement and audited review for the previous fiscal year to the Board at the Annual General Meeting.

    6. Perform such other duties and tasks as may from time to time be assigned by Bylaw, the Executive Committee, or the Board.

  5. The Immediate Past President shall:

    1. Provide, from time to time, counsel and advice to members of the Executive Committee and the Board.

    2. Perform such other tasks and duties as may from time to time be assigned by Bylaw, the Executive Committee, or the Board.

  6. All Directors shall:

    1. Manage and/or supervise the activities and affairs of the Organization.

    2. Act honestly and in good faith with a view to the best interests of the Organization.

    3. Exercise care and due diligence in dealings with PROBUS Clubs in his/her District or area.

    4. Disclose any conflict of interest.

    5. Comply with the Canada Not-for-profit Corporations Act, the PROBUS CANADA Constitution, and the PROBUS CANADA Bylaws

    6. Assist in the promotion and development of new PROBUS Clubs in his/her district.

    7. Be available to provide advice and guidance to existing Clubs in his/her district when requested.

    8. Serve on special Committees or Task Forces when requested.

    9. Be willing to serve on the Executive Committee of the Board.

VIII. MEETINGS OF THE BOARD OF DIRECTORS

  1. There shall be at least one meeting quarterly, at the call of either the President or the Secretary. A majority of the Board is required to constitute a quorum.

  2. Considering issues of security, logistics and availability of Board members, the Directors shall decide by resolution the time, place, and form of meetings.

  3. Except for Special Meetings, all meetings of the Board, whether at table or virtual shall require at least four weeks advance notice.

  4. Voting at all meetings shall be by show of hands or voice vote, as appropriate, unless, for a specific issue, a formal ballot is requested by a Director.

  5. In unusual circumstances, absentee voting by proxy on a previously circulated motion is acceptable. Proxy votes must be communicated in writing to the President at least an hour prior to a meeting. The President will then communicate the proxy vote to the Directors in attendance at the meeting.

  6. A motion that receives an equal number of affirmative and negative votes shall be considered lost.

IX. ANNUAL GENERAL MEETING:

  1. In accordance with the PROBUS CANADA Constitution, the Annual General Meeting of the Board shall be held in April or May of each year, at such place in Canada or virtually as may be determined by the Board.

  2. The Board shall be given at least four weeks' notice of the Annual General Meeting, together with the following documentation:

    1. The meeting's agenda.

    2. The audited/reviewed financial statement for the 12 months ending December 31 of the previous year.

    3. A written report of the activities of the Executive Committee since the previous Annual General Meeting.

    4. Any Executive Committee recommendations to be presented for consideration by the Board.

    5. Notices of motion, with rationale, to be presented to the Board.

    6. Nominations for Executive Committee positions.

    7. Such further and other documentation as may be considered by the Board at the AGM.

  3. At the Annual General Meeting, an auditor for the ensuing year shall be appointed.

  4. At the Annual General Meeting, the Board shall review and, if appropriate, approve appointments and compensation as proposed by the Executive Committee after considering recommendations from the Board's Human Resources Committee, of independent contractors who are deemed to be essential to the effective operation of the Organization.

  5. Minutes of the Annual General Meeting shall be made available to all local PROBUS Clubs requesting same.

X. EXPENSES AND INDEMNITIES

  1. No member of the Board shall undertake on behalf of the Organization any action or liability having financial implications without prior Board approval.

  2. The Organization shall provide legal and financial support to a Director who incurs personal costs or liabilities as a result of the execution of duties.

XI. FEE ASSESSMENT

The Organization shall assess each PROBUS Club the sum of $3.00 per Club member paid annually, or an amount as determined by the Board of Directors of PROBUS CANADA following a consultation of PROBUS Clubs in accordance with the process described in these Bylaws, to provide third party liability insurance and Directors and Officers insurance for all PROBUS Clubs and their members, and as support for the promotion and development of PROBUS Clubs in Canada.

XII. AMENDMENT OF THE BYLAWS

  1. An amendment to the Bylaws may be proposed by a Director, personally or on behalf of a PROBUS Club in his/her district.

  2. A notice of motion to amend the Bylaws must be circulated, with rationale, to every member of the Board at least four weeks before its consideration by the Board.

  3. A proposed amendment must be approved by at least two-thirds of the Board.

  4. Once a motion to amend is approved by the Board, a notice of motion to amend the Bylaws must be circulated, with rationale, to every PROBUS Club at least four weeks before its re-consideration by the Board.

  5. Every PROBUS Club shall be sent a ballot, together with the notice of motion to amend the Bylaws. The ballot shall provide for the following responses:

    1. Approval of the amendment(s) as proposed.

    2. Approval of the amendment(s), subject to certain conditions.

    3. Disapproval of the amendment(s).

    4. If a Club wishes to comment upon a proposed amendment, it may transmit that comment to the Board with the ballot.

  6. At the conclusion of the consultation period, if two-thirds of the Clubs responding, and two-thirds of the Board membership, approve the proposed amendment(s) the amendment(s) shall have been adopted.

  7. At the conclusion of the consultation period, if two-thirds of the Clubs responding, or two­ thirds of the Board membership, do not approve the proposed amendment(s), the Board may propose changes with the required two-thirds majority of its membership. The Board shall then advise member Clubs of the proposed changes, and the Clubs shall be invited to respond as in Bylaw XII.S.

  8. If the Board's proposed changes are then approved by two-thirds of the Clubs responding, the altered amendment(s) shall have been adopted.

Any changes made to the Bylaws, following the above procedure, will be submitted to Corporations Canada within 12 months, in accordance with the rules and regulations governing the Organization.