I. TERRITORY
1. Membership in the Markham PROBUS, hereafter referred to as the “club”, shall be primarily but not limited to residents of Markham and immediate surrounding communities in Ontario, not represented by a Probus club, or an additional club if an existing club has exceeded membership capacity.

II. MEMBERSHIP
1. An application for membership, once accepted, will require an annual membership fee of $85 for the first year, which includes a name badge (required). Subsequent years membership is $75 per annum. The club Leadership Team 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 Leadership Team, 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.
2. 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.
3. Any membership caps are to be determined by the Leadership Team.
4. Annual membership fees are payable by June 30th of each year.
5. The Leadership Team may terminate the membership of any member who fails to pay the annual membership renewal fee by June 30th of any year.
6. 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.
7. Life Membership may be conferred on a member by a majority of club members voting at a General Meeting of the club membership provided a quorum of members, as defined in Bylaw VI.3, exists at the meeting. 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.
8. If in the opinion of, and after due consideration by, the club’s Leadership Team, 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 Leadership Team shall follow one of the following actions, dependent on the severity and nature of the action taken by the member.
a. The Leadership Team shall endeavor 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 Leadership Team, 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.
b. The Leadership Team may ask for the member’s resignation and may choose to not accept a 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. LEADERSHIP TEAM
1. The Leadership Team 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 Team, appointed by the Leadership Team, with the exception of non-voting members of the Team as provided in Bylaw III.7. The Leadership Team 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 Leadership Team 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 Leadership Team may have more or fewer positions at the discretion of the Team, but not fewer than the 6 positions named in Bylaw III.2. The Leadership Team shall set staggered terms for each management position such that no greater than 60% of the Leadership Team position terms will expire in any single year.
4. Each member on the Leadership Team has one vote on the Team with the exception that when two or more individuals occupy a Leadership Team position (such as co-chairs for a position), only one individual, as determined by those occupying the position, shall exercise a vote on the Team and count toward a Team quorum.
5. In the event a Leadership Team member occupies more than one Team position, only one such position shall be counted when determining a quorum for the Team, and the member shall have one vote on the Leadership Team.
6. At the discretion of the Leadership Team in any instance, Team voting may be by open voting or by secret ballot. Votes by Leadership Team 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.
7. For the purpose of advising the Team, the Leadership Team may appoint club members as non-voting members of the Team (or to subcommittees) for terms determined at the discretion of the Leadership Team. 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 Leadership Team or club. Such positions do not count toward a quorum of the Leadership Team.
8. The President, or designate, shall preside at all meetings of the Leadership Team 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.
9. The Vice President shall perform the duties of the President in the absence of the President.
10. The Secretary shall be responsible for recording and archiving all minutes of the Leadership Team meetings and General Meetings and archiving all material correspondence and material records of the club.
11. The Treasurer shall maintain and control all financial records of the club and provide monthly financial statements to the Leadership Team and annual statements to the club membership. All financial records shall be passed on to the incoming Treasurer.
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 Leadership Team may determine is necessary. The Membership Coordinator, on behalf of the Leadership Team, shall also be responsible for managing the privacy of information requirements related to the membership roster.
13. The membership roster may be distributed to the members as determined by the Leadership Team.

IV. ELECTION OF LEADERSHIP TEAM MEMBERS
1. A Nominating Committee consisting of the President, Immediate Past President (or other Leadership Team member as determined by the Committee) and a club member-at large selected by the Leadership Team, shall present to the General Meeting immediately prior to the club’s Annual General Meeting a slate of candidates for consideration for Leadership Team 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 Leadership Team, 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 Leadership Team, 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 Leadership Team by the membership is required at an Annual General Meeting, if there is no opposing candidate for any Leadership Team 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 Leadership Team position shall be by secret ballot, open voting or a means determined by the Leadership Team.
4. Should a Leadership Team position become vacant prior to the position’s termination date, the Leadership Team may appoint a club member to serve the remainder of that term.
5. All terms of Leadership Team positions shall commence on the date the candidates for such Leadership Team positions are elected or appointed. The terms of the President, Vice President and Past President shall terminate at the subsequent Annual General Meeting. All other terms shall terminate at the Annual General Meeting two years after the term commences. The term of any candidate elected or appointed to an interim Leadership Team position shall terminate on the same date as the original term.
6. Under no circumstances shall the number of appointed Leadership Team members exceed 50% of the Leadership Team positions and 50% of the club’s executive at the time any such appointments are made.
7. No Leadership Team member shall serve more than ten (10) consecutive years on the Leadership Team.

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 Leadership Team and occupy one or more of the following positions on the Team:
● President
● 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 Leadership Team 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 Leadership Team. General meetings shall be held on the 4th Thursday of each meeting month at 10:00AM at the designated venue or as determined by the Leadership Team.
2. The club’s Annual General Meeting shall be held on the regular scheduled meeting date, closely following the club’s fiscal year end.
3. The quorum at all General Meetings shall be 10% of the membership or 35 members, whichever is the lowest. 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 Leadership Team, 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 Leadership Team.
2. The Treasurer shall maintain and control all financial records of the club and provide monthly statements of income and expenditures to the Leadership Team and regular statements to the club’s membership.
3. An annual financial review of the club’s income and expenditures, financial accounts, transactions and material financial commitments shall be conducted, and the respective reports be emailed to the Membership prior the Annual General Meeting and be presented for approval at the club’s Annual General Meeting.
4. The annual financial review shall be conducted by either: a qualified member of the Club who is not a member of the Leadership Team; 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.
5. The Treasurer shall present an annual operating budget based on the expected membership to the Leadership Team for approval. This Leadership Team-approved annual budget shall be emailed to the Membership prior to the Annual General Meeting and presented for approval at the club’s Annual General Meeting.
6. All financial records shall be passed on to the incoming Treasurer.

VIII. PROFITABILITY
1. Club activities are to be budgeted to ensure a carryover of 10-15% of annual revenues to help cover the projected fixed expenses of the upcoming year.
2. The club may advance funds, with approval of the Leadership Team, 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 Leadership Team.
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
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 Leadership Team 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.5.
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 Leadership Team or the club membership).
4. When Standard Constitution for Probus Clubs updates are published by PROBUS Canada, the Markham PROBUS Club 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 Leadership Team 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: July 24th, 2025