Proposed Changes to the PRC Constitution - Review for 2025 AGM
What are we doing? And Why?
In accordance with our constitutional objective to regular review our Governance, in 2024 the PRC Board examined our current Constitution for any updates that would help with improving recruitment of candidates to serve on the board.
The goal is to make changes that will make participation on the Board more accessible and less intimidating to people. We aim to simplify the voting process, so more interested individuals can easily get on, and from there, we will distribute board duties based on an individuals skills/interests, as well as to establish consistency for the individual serving as President.
A link to the full document can be found here.
Below we will outline the specific changes, which are to Articles Seven and Nine.
If you have any questions or comments or need clarification, please email info@paradiserunningclub.com.
ARTICLE SEVEN: MANAGEMENT OF GOVERNANCE
The Board of Directors includes the following positions:
President
Vice President
Treasurer
Secretary
Maximum of seven (7) Member Representatives
CHANGES: Elimination of the specific non-executive positions, Past President, Membership Coordinator, Training Coordinator, Volunteer Coordinator, and Race Director. These will be replaced with a standard title of Member Representative, and we will add two (2) additional positions.
The goal is to reduce road blocks created by the titles that prevent people from running for the board. We want to maximize people's skills and ensure the most interested and skilled people are performing the keys task, and encouraging the sharing of duties where it makes sense, and minimizes the strain of volunteer time/commitment.
Another major consideration was how the current VP, President, Past President cycle works. One (1) year, specifically in the President's position is not adequate to transition into and function in the role. It's constant change in the role. A new face each year for Board leadership, club members, NLAA representation, and in the running community.
1.1 The Board will be elected from a pool of nominees to fill all expiring terms at the AGM. Nominees will not run for specific positions, only a seat on the Board.
CHANGES: Rather than people get nominated for one of the existing positions, if we have 5 vacancies, we will seek at least 5 people to run for a Member Representative position. This helps eliminate situations where we have two or more individuals interested in joining the Board, who run for the same position. One person will win that vote and we miss out on two interested people joining the Board. Please note that the current positions that have not expired will continue until the term of the position has expired.
The Officers (Executive) of this Club shall be President, Vice-President, Secretary and Treasurer. The Directors of this Club shall be composed of the Member Representatives.
CHANGES: Definition of the Directors.
2.1 The Executive of the Club will be voted on by those sitting on the Board at the first meeting after the AGM to fill any expiring terms.
CHANGES: Vacancies in the Executive positions will be filled at the first meeting of the new Board. All Board Members are eligible to express interest in the Executive positions, notwithstanding the exception noted below (Article 7, 2.2)
2.2 To be eligible for President, an individual must have served on the Board at least one (1) year within the last 24 months.
3. The term of office for the Board positions will be two years.
3.1 The Terms of the Treasurer and Secretary shall be staggered to permit continuity in Board duties. To effect this change, the term of the Treasurer was extended one (1) year until the Board Elections in 2025 at which time the Treasurer term reverts to a two (2) year term.
CHANGES: Clarification of terms to ensure staggering.
3.2 The Terms of the President and Vice President shall be staggered to permit continuity in Board duties. To effect this change,
i) the term of the incoming President in January 2025 will extend until the Board Elections in 2027, and
ii) the term of the Vice President elected in 2025 will be for a one (1) year term until the Board Elections in 2026 at which time the Vice President term reverts to a two (2) year term.
CHANGES: Clarification of terms to ensure staggering. This change will permit the incoming President to serve two years in the position as noted in notes of Article 7 above and effectively implement the proposed structure changes.
4. The President cannot serve for more than two (2) consecutive terms. However, the President may seek a Member Representative position at the AGM once the term as President is complete.
CHANGES: President will be elected by the Board, for a maximum of two (2), two (2) year terms, pending their re-election to the Board. The outgoing President can still serve on the Board if elected as a Member Representative at the AGM.
5. The Directors (non-Executive members) of the Board will oversee functions of the Board such as membership, training and volunteer coordination; race organization; clothing orders, Learn-to-Run, club events and other ad-hoc activities through an expression of interest at the Board as needed annually.
CHANGES: As noted, no longer specifically assigned by role, instead ad-hoc as interested and decided by the Board to allow for the greatest possible flexibility.
NOTE: Subsections 4 and 5 of the current Constitution will be removed, as these described to now defunct VP to President transition, and the role of the Past President, which will be eliminated as a specific position, so as to not force an individual who wishes to move on, to serve in a token role.
6. A majority (50%+1) of Board members are required for a quorum for a board meeting to take place providing the President and/or Vice-President are in attendance. In the absence of a meeting, any required decision can be taken to the Board’s online platform.
7. If a seat on the Board becomes vacant through resignation or other circumstances occurs, a call of interest via email or social media will be forwarded to the membership. Club members will have 10 days from the day of notice to submit their name for the vacated position. A Club member from those interested shall be chosen as a replacement by the Board for the completion of the remaining term. Duties to be delegated to other Board members until the seat is filled.
8. The duties of the Board are outlined in the document Duties of The Board of Directors.
NOTE: The Duties of the Board of Directors documents will be updated to reflect changes to the Constitution.
ARTICLE NINE: ANNUAL GENERAL MEETING
The AGM shall be held in the month of January, reasons for cancellation or postponement will be communicated to the membership.
At the AGM:
The Board will present an Annual Report.
The Board will present the Financial Statements and a Treasurer’s Report.
The Board will hold elections of Member Representatives.
Discuss other matters specified in the agenda.
At least 21 days’ notice shall be given to Club members of the date and venue of the AGM. At least 7 days notice shall be given to Club members of the agenda items for the AGM. The official notice will be posted to the Club website, PRC Runs Facebook group, and by membership email.
All registered members of the Club, with membership fees received no less than twenty-four hours prior to the AGM, who are aged 18 years or older shall have one vote. In the case of an equality of votes the President will have a second, casting, vote.
Elections will be by a secret ballot and all other motions by a show of hands.
At the AGM, the President will act as the returning officer, an official who conducts an election and announces the result. Another Executive member of the Board will aid in the conduct of the elections. Upon election of the new Board, all ballots will be destroyed by the returning officer.
6.1 The Executive members conducting the election cannot be running for re-election to the Board. If the President is seeking election as a Member Representative, another member of the Executive shall serve as the returning officer.
CHANGES: Minor tweaks to the administration of vote for synchronization with the new Board structure.
To facilitate a seamless transition of duties, the old Board and the new Board will meet within 2 weeks of the AGM.