ELLON & DISTRICT PROBUS CLUB
CLUB CONSTITUTION

Table of Contents 

CONSTITUTION

1. PREAMBLE ............................................................................................................................................................. 4
2. AIMS AND OBJECTIVES ..................................................................................................................................... 4
3. MEMBERSHIP ........................................................................................................................................................ 4
4. HONORARY MEMBERSHIP ............................................................................................................................... 5
5. MANAGEMENT ...................................................................................................................................................... 5
6. ANNUAL GENERAL MEETING ........................................................................................................................... 6
7. CONSTITUTION..................................................................................................................................................... 7
8. REGULAR MEETINGS ......................................................................................................................................... 7
9. MEMBERSHIP FEES ............................................................................................................................................ 7
10. NON-PROFITABILITY ....................................................................................................................................... 7
11. WINDING-UP ...................................................................................................................................................... 7

ARTICLE 1 - BY-LAWS ................................................................................................................................................. 8 

ARTICLE 2 - TERRITORY ............................................................................................................................................ 8 

ARTICLE 3 - MEMBERSHIP ........................................................................................................................................ 8 

ARTICLE 4 – MANAGEMENT ..................................................................................................................................... 8 

ARTICLE 5 – ELECTION OF OFFICERS .................................................................................................................. 9 

ARTICLE 6 - MEETINGS .............................................................................................................................................. 9 

ARTICLE 7 - FINANCIAL ............................................................................................................................................ 10 

ARTICLE 8- TERMINATION of MEMBERSHIP ...................................................................................................... 10 

ARTICLE 9 - AMENDMENT ....................................................................................................................................... 11 

MEMBERSHIP .............................................................................................................................................................. 12 

ILLNESS and BEREAVEMENT ................................................................................................................................. 12 

GENERAL MEETINGS ............................................................................................................................................... 12 

MISCELLANEOUS....................................................................................................................................................... 13 

MANAGEMENT COMMITTEE MEETINGS ............................................................................................................. 13 

DOCUMENT REVISION 

CONSTITUTION 

1. PREAMBLE 

PROBUS is a Local, National, and International Association of retired and semi-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. 

2. AIMS AND OBJECTIVES 

1. The purpose of the club shall be…

1. to provide regular meetings for retired and semi-retired professional and business persons, and others with like backgrounds, who appreciate and value increased opportunities for social contacts, addresses on and discussion of topical subjects.
2. to arrange visits by members to places and organizations of interest.
3. to arrange activities of interest to members.
4. 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 and Fellowship.
5. The Club shall not be competitive with any other organization.
6. The Club shall be non-political and non-sectarian.
7. The Club shall not be, nor appear to be, a fund raising or service club.

3. MEMBERSHIP 

1. The Club shall be open to persons with Professional or Business-related backgrounds, and other persons  who have had some measure of responsibility or achievement in any field of worthy endeavour.
2. An Applicant for Membership shall be introduced by an existing Member in good standing and the Application shall be subject of approval by a minimum of two Members of the Club Committee
3. Regular attendance is not mandatory.
4. Membership may be held in more than one PROBUS Club.

4. HONORARY MEMBERSHIP 

Honorary Membership may be conferred in certain circumstances. Any Member of the Club may propose to the Committee any Member for Honorary Membership of the Club. 

The Committee will consider the proposal and make their recommendations to the rest of the Membership for approval at the next Ordinary Meeting of the Club 

5. MANAGEMENT 

1. The Club shall be governed by Office Bearers comprising of a…

       President, Vice President, Secretary, Treasurer, Immediate Past President (exOfficio), Convenor of Speakers and Almoner and such other persons as the Club deems necessary to cover Programmes, Social. Newsletter, and other functions. 

1. All Office Bearers shall be nominated, seconded, approved and installed by a majority of Members at a regularly convened AGM.
2. Office Bearers shall automatically become Members of the Management Committee
3. Three Ordinary Members shall be nominated, seconded, approved and installed by a majority of Members on to the Management Committee and at a regularly convened AGM and shall have equal voting privileges.
4. The Club President shall normally serve for a term of 1 year. In extraordinary circumstances, the Management Committee is empowered to extend the service of the President beyond 24 months.
5. The Management Committee shall meet on a regular basis to be agreed on the Club’s activity calendar for the ensuing year or as the need arises on a contingency basis.
6. The quorum at a Management Committee meeting shall be 50% of the Committee.
7. A motion that receives an equal number of affirmative and negative vote the President will be entitled to a casting vote.
8. The Management Committee shall have authority to fill vacancies that may arise  between elections.
9. The Management Committee shall have authority to appoint sub-committees.
10. The Club Secretary shall be responsible for the list of members' names, addresses, phone numbers, and such other information required by Club ByLaw. This  list must not be used for commercial purposes.
11. If a Management Committee member cannot attend the meeting in-person, he shall be allowed to participate remotely if this can be arranged.
12. Matters that affect the Club Membership are discussed in Management Committee meetings where decisions are typically made. Resolutions for matters of high urgency that cannot wait until the next Management Committee Meeting can be achieved electronically via email/  on-line meeting.

6. ANNUAL GENERAL MEETING 

The Annual General Meeting (AGM) of the Club will be held on the Second Meeting in October each year at a time and place to be determined by the Management Committee. 

1. At least four weeks’ notice of such a meeting shall be given to Members.

Elected Office Bearers will assume office immediately following the AGM. 

1. The Annual General Meeting of the club shall be in accordance with Club

By-laws. In advance of the meeting, Members shall be provided with a Financial Statement for the preceding twelve months prior to the Annual General Meeting. 

1. At each Annual General Meeting, the presiding Officer (either out-going

Club President or Club Secretary) shall request nominations from the Members present election to positions on the Management Committee. 

Elections when necessary shall be by ballot. 

1. A motion that receives an equal number of affirmative and negative votes the President shall be entitled to a casting vote
2. The Minutes of the previous AGM shall made available to all Members in good standing prior to the forthcoming AGM and be presented for approval and adoption at said AGM.

7. CONSTITUTION 

Any alteration to the Constitution shall be notified to the Members at least four weeks prior to the AGM at which it will be considered. 

8. REGULAR MEETINGS 

1. Regular Meetings of the Club shall be held bi-monthly (every second and fourth Thursday of each Month at 10.00 hrs in a venue to be determined by the Club Management Committee.
2. The Club shall continue with bi-monthly meetings throughout the year without recess.

9. MEMBERSHIP FEES 

The Subscription for the Year will be determined at the AGM and should be paid by the first meeting in December. All Club funds will be accounted for by the end of September in a properly audited set of accounts to be presented at the AGM. 

        10.       NON-PROFITABILITY 

The income and property of the Club shall be applied solely towards the objectives of PROBUS and no portion thereof transferred directly or indirectly to the Members. 

Nothing herein shall prevent the payment of approved remuneration for services rendered to the Club. 

        11.       WINDING-UP 

In the event of the club being wound up, any surplus funds shall NOT be returned to members but will be distributed to charities, to be determined by the committee 

BY-LAWS 

ARTICLE 1 - BY-LAWS 

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

ARTICLE 2 - TERRITORY 

Membership of this Club shall primarily be from, but not exclusive to, Ellon and environs. 

ARTICLE 3 - MEMBERSHIP 

1. An Application shall have one Member as Sponsor and be accompanied by a Joining Fee and an Annual Fee as determined annually by the Management Committee.
2. From the AGM each year the full annual fee shall apply, but fees will be pro-rated after October based on the month the application is received. After payment of the required fee and acceptance, a new Member shall be presented with a copy of the Constitution and By-laws, a PROBUS lapel pin, name badge and a Membership List, when inducted by the President.
3. Regular attendance is to be encouraged.
4. An Honorary Member may be elected by a majority of Members at a General Meeting of Members. Honorary Members shall not be required to pay Membership Fees, and may enjoy all other privileges of Membership, but shall not have a vote.
5. Annual dues are payable on second Thursday in October (AGM).

ARTICLE 4 – MANAGEMENT 

1. The Club shall be managed by a Management Committee comprising of elected Members in these positions: President, Vice-President, Secretary, Treasurer, Convenor of Speakers, Almoner and Three elected Ordinary Members. Non-voting members of the Management Committee include the Immediate Past President.
2. The President shall preside at all Regular Meetings of the Management Committee and the Club. The Secretary will be the Officer responsible for all minutes, and all archives of same. The Secretary shall keep or have kept a Register of Members in which shall be recorded their names, spouses' names, addresses, former responsibilities, telephone (home and/or mobile) and e-mail addresses. He shall also maintain the “In Case of Emergency” contact for the Membership. A Membership List is to be issued at least once annually to the Members and marked clearly "this list is for Club Members only and is not to be used or released for commercial or other purposes".
3. The appointment of an Auditor shall be made by the Management Committee, from the Membership at large, prior to the 30 September Fiscal Year end..

ARTICLE 5 – ELECTION OF OFFICERS 

1. At the Annual General Meeting the incumbent Secretary will declare all Offices vacant and accept from the Membership present, nominations, proposers and seconders for each Office viz… President, Vice President, Secretary, Treasurer, Convenor of Speakers. Almoner.
2. By default, these appointed Office Bearers (as in Section 1 above) form part of the

Club’s Management Committee. The full Management Committee shall comprise an additional two or three Members, as deemed necessary, nominated, proposed and seconded from the Ordinary Membership present. 

1. Voting shall be by show of hands or by ballot. The Candidate with the greatest number of votes shall be declared elected. In a tie vote, the President shall have a casting second and deciding vote.
2. The President shall not be eligible for re-election unless the previous term is less than a year. All others shall be eligible (except the Immediate Past President).

 ARTICLE 6 - MEETINGS 

1. The Annual General Meeting of the Club shall be held on the second Thursday of each year for the Election of Office Bearers. A quorum for voting shall be 25% of the Membership.
2. General meetings of the Club shall be held on the on the second and fourth Thursday of each month at 10:00 a.m., at a venue to be determined by the Club Management Committee. or on a video-conferencing platform when in-person meetings are not possible.
3. Meetings of the Management Committee shall be held at regular intervals throughout  the year October to October. Frequency to be determined by the Committee.
4. Any Notice of Motion shall be submitted in writing to the Secretary and shall be read to a Regular Meeting of Members the month prior to the meeting at which it is to be considered.

ARTICLE 7 - FINANCIAL 

1. The Financial Year of the Club shall begin on the second Thursday of October.
2. The Treasurer is responsible for control of the Club's Financial Matters and shall deposit all funds of the Club in a Bank approved by the Management Committee.
3. The Club shall use an Internet Banking Facility and a Business Debit Card system under the responsibility and control of the Treasurer.
4. The Debit Card shall be for the sole use of the Treasurer for the transaction of the Club’s Financial activity and the Treasurer shall report directly to the Management Team at regular intervals on the Card’s usage as appropriate.
5. A second Debit Card shall be made available to a Member of the Management

Committee on the proviso that the Card’s use would be in a contingency situation or in the absence of the Treasurer. 

1. An audited income and expenditure account, and balance sheet if applicable, for the twelve months ended September 30, shall be presented at the Annual General Meeting.

ARTICLE 8 - TERMINATION of MEMBERSHIP 

1. The Management Committee may terminate the Membership of any Member failing to pay Annual Fees by December 31 immediately following the due date of October 31.
2. In the first instance a reminder (either verbally, by mail or email) shall be sent to the defaulting Member indicating that Membership Fees are overdue and that failure to pay the requisite amount will result in forfeiture of Club Membership as of 31st December of that year, unless there are extenuating and justifiable circumstances to the contrary.
3. The Management Committee reserves the right to terminate the Membership of any Member whom it considers has brought the Club into disrepute or has tarnished its integrity and reputation should the said Member be unable to or will not provide a satisfactory  explanation of the matter.

ARTICLE 9 - AMENDMENT 

Any Clause in these By-laws may be amended by a two-thirds majority of the Members 

POLICIES, PROCEDURES and GUIDELINES 

The Club is governed by a Constitution and By-laws; however, much of the Club's on-going operation is performed by Members of the Management Committee, according toand revision of the Membership Form. 

1. Appropriate "get well" cards etc. may be sent at the discretion of the Almoner in the first instance, according to the severity of the Member's illness and any other circumstances involved.
2. Upon the death of a Member or Spouse or ex-Member within the last year, the Almoner will send a card of condolence on behalf of the Club, and the Membership will be notified of the visitation and funeral arrangements by the Calling Committee.

GENERAL MEETINGS 

1. At Regular Monthly Meetings, coffee/ tea and refreshments shall be made available. Costs associated with this shall be determined and set by the Management Committee Annually.
2. At Regular Monthly Meetings, should a Speaker, or Programme, be of particular interest to Spouses, Partners, Friends or Colleagues who are not Members of the Club it should be so publicized, and they will be welcome to attend.
3. All Club Outings, General Meetings and Special Functions are open to Spouses/ Partners and Guests.
4. Speakers will be offered an Honorarium. Level to be agreed by the Management Committee.
5. Members who volunteer to be "Speakers" should not receive/ expect any remuneration. However, should the incumbent represent a Charitable Organisation a donation to same may be considered by donation from the Club directly or collection from Members at the particular meeting/ presentation
6. The last Management Committee Meeting prior to the AGM should be attended by both the incoming and outgoing Office Bearers and Committee Members to facilitate a smooth management transition and to turn over the files of office.

MISCELLANEOUS 

1. Commencing with a November issue and as soon as possible following the AGM a Newsletter will be sent electronically to all Members and printed copies will be available for those Members not receiving the Newsletter electronically.
2. Publicity announcements, distribution of promotional material, or the sale of raffle tickets for other organizations or events, must not be done by members at regular monthly meetings without prior approval of the Management Committee.

MANAGEMENT COMMITTEE MEETINGS 

1. Management Committee allows the participation by Members at a distance, unable to attend in person, to participate through supported video-conferencing platforms or by telephone.
2. Management decisions, other than those dealing with election issues, be decided by an email vote, provided that all Members are involved, respond in “reply all” mode and are informed concurrently.

This list of Club policies, guidelines and procedures should be reviewed annually, at the last Management Committee Meeting prior to the AGM, to familiarize new Committee Members with each item and to amend the list, as necessary.