BYLAWS
January 2012
PORSCHE CLUB OF AMERICA ABSAROKA REGION
ARTICLE I: NAME
The name of the Club shall be the Porsche Club of America Absaroka Region.
ARTICLE II: GENERAL OBJECTIVES
The general objectives of the Club, to which its members are joined together and mutually pledged, shall be the furtherance and promotion of the following:
A. The highest standards of courtesy and safety on the roads.
B. The enjoyment and sharing of goodwill and fellowship engendered by owing a Porsche and engaging in such social of other events as may be agreeable to the membership.
C. The maintenance of the highest standards of operation and performance of the marquee by sharing and exchanging technical and mechanical information.
D. The establishment and maintenance of mutually beneficial relationships with the Porsche Works, Porsche Dealers, and other service sources to the end that the marquee shall prosper and continue to enjoy its unique leadership and position in sports car annals.
E. The interchange of ideas and suggestions with other Porsche Clubs throughout the world and in such cooperation as may be desirable.
F. The establishment of such mutually cooperative relationships with other car clubs as may be desirable.
ARTICLE III: POWERS AND BADGE
Section 1 – Powers
The Club shall be empowered to do all things and conduct all business, not for profit, necessary to carry out the general objectives of the Club.
Section 2 – Badge, National or Logo
The badge of the Club shall be circular in form, being inscribed with the name of the Club and the initials “PCA”. The colors of the badge shall be red, white, blue, and black and shall be of a design symbolic of theUnited States of America.
Section 3 – Region Logo
The Club Logo shall be a horizontal shape oval with an orange border. In the border across the top the words ‘Porsche Club ofAmerica’ shall be written in white letters and across the bottom the word ‘Region’ also in white letters. Inside of the border: the upper half will have a blue sky and the outline of the Absaroka Mountain Range with white peaks and orange base to the center line. The National logo will be in the center of the mountain range. The lower half is white background with ABSAROKA in black letters.
ARTICLE IV: MEMBERSHIPS, DUES AND FEES
Section 1 – Membership
Membership in the Club shall be restricted to owners, lessees, or co-owners of Porsches who are 18 years of age or older, and to such other persons interested in the Club and its objectives as provided in Section 2 (B), (C), and (D) of the Article. A Porsche is defined as an automobile body and suspension which is, basically, as manufactured by or designated as a Porsche automobile by Porsche, Porsche KG or its successor, which is powered by an engine which is, basically, one which was installed in such bodies by the manufacturer of such automobiles, although not necessarily in the body concerned. The word “co-owner”, in addition to its usual meaning, shall include a person who holds a substantial stock ownership in a franchised Porsche dealership or distributorship.
Section 2 – Classes of Membership
A. Active – Any owner, lessee or co-owner of a Porsche acceptable to a Region, who is 18 years of age or older, having paid Club dues and fees as required, and may include (if requested by the active member) as a family-active member, one other person of the active member’s immediate family, also 18 years or older, restricted to wife, husband, brother, sister, son, daughter, mother or father, whether otherwise qualified for active membership by ownership of a Porsche or not.
B. Associate – Any active member who ceases to own, lease or co-own a Porsche while in good standing, or any person, employed by a Porsche-oriented business, interested in the Club and its objectives having paid Club dues and fees as required. A person of the associate member’s family who has been a family-active member as in (A) above, may continue as a family-associate member similarly.
C. Honorary – Any person who, on the affirmative vote of the Executive Council, is deemed to merit recognition for outstanding interest in or service to the Club. Such membership shall be limited to one year, but may, upon the affirmative vote of the officers be renewed.
D. Life – Any person who, on the affirmative vote of the Executive Council, is deemed to have performed such extraordinary service to the Club as to warrant this signal honor. A life member shall be considered as an active member, may name a family member under (A) above, and the Regional refund under Section 6 shall be made by the Club in the amount refunded for an active member.
E. Affiliate Member – A person, 18 years of age or older, named by the active member at the time of joining or at any renewal of membership in lieu of a family-active member.
Section 3 – National and Regional Club Membership
No active, family-active, associate, nor family-associate member may hold membership in a Regional Club without being a member in good standing of the National Club.
Section 4 – Membership Application
All applications for membership shall be submitted to a Region which shall either accept or reject the application. In case of rejection the applicant or a member on behalf of the applicant may appeal to the Executive Council whose decision, unless overruled by a vote of at least two-thirds of the Region’s members, shall be binding on the Club.
Section 5 – Dues
Annual dues for the various classes of membership shall be determined from time to time by the Officers. National dues shall be collected by the National Club, which shall refund to the member’s Region such part thereof as shall have been set by the National Executive Council. Annual dues shall be due and payable at the end of the month in which the member joined or in which the member last renewed.
Section 6 – Membership Year
The manager of the National Executive Office shall send each member one billing for renewal dues about 45 days prior to their membership expiration. Members who do not renew shall be dropped from membership and their Regions so notified. Subscriptions to PANORAMA shall begin with the issue of the next month after receipt of application for membership.
Section 7 – Privileges
Members, including family members, in good standing shall be entitled to all the privileges of the Club, except that honorary members, associate members and affiliate members shall be entitled neither to vote nor hold elective office, and except further that family-active members, affiliate members, and family-associate members shall not be entitled to receive Porsche PANORAMA or any duplication of any mailing to the active member. Ballots will be mailed to active members only, with space for the vote of the family-active member. Only active members and family-active members, in good standing, shall be eligible to be nominated for elective office. A member may cast only one vote in any election or referendum.
ARTICLE V: ELECTED OFFICERS AND SPECIAL APPOINTMENTS
Section 1 – Elected Officers
The elected officers of the Club shall be a President, Vice President, Secretary, and Treasurer. Their terms of officer shall be two years, and shall end on December 31. No officer shall serve in the same office more than two consecutive terms. No officer may continue in office if the officer shall move the officer’s residence beyond the borders of the region.
Section 2 – Special Appointments
The club president shall appoint for an indefinite term an Editor of the Club’s official newsletter at such expense arrangements as it shall determine. The club president may appoint such other persons as may be deemed advisable to insure the proper operation of the Club. These appointments may be terminated by the Club President.
ARTICLE VI: EXECUTIVE COUNCIL AND BOARD OF DIRECTORS
Section 1 – Executive Council
The President, the Vice President, the last Past President continuing to be an active member of the Club, the Secretary, the Treasurer. Shall constitute the Executive Council in which the government of the Club shall be vested. It shall be responsible for the proper conduct of the administrative affairs of the Club, the proper functioning of the several committees, and shall insure compliance with these Bylaws. All decisions of the Executive Council shall be by a majority vote unless otherwise provided in these Bylaws.
ARTICLE VII: DUTIES OF OFFICERS
Section 1 – Duties of President
The President shall preside at all meetings of the Executive Council and shall perform the duties usually appertaining to the President’s office. The president may call meetings of the Executive Council as the President may see fit and shall call such a meeting at the request of any 3 member of the Council. The President shall cause to be published in the Club’s official newsletter a semi-annual report on the status of the Club, its plans and programs, policy decisions reached by the Executive Council and other pertinent matters dealing with the affairs of the Club. In the absence of the President, the Vice President shall preside, and act as President. In case of the President’s death, resignation or disqualification, the Vice President shall become President.
Section 2 – Duties of Vice President
The Vice President shall assist the President in the conduct of the administrative affairs of the Club and perform such other duties as may be assigned to the Vice President by the President.
Section 3 – Duties of Secretary
The Secretary shall attend all meetings of the Executive Council and shall keep full and complete minutes of the proceedings and of all votes cast thereat. The Secretary shall cause to be published in the Club’s official newsletter notices of proposed and adopted amendments of these Bylaws and other matters relating to the proper conduct of the Club. The Secretary shall have custody of the Club’s records. The Secretary shall perform all duties incident to the Secretary’s office required by law.
Section 4 – Duties of Treasurer
The Treasurer shall have responsibility for all monies, debts, obligations and assets belonging to the Club. The Treasurer shall cause all monies of the Club to be deposited to the Club accounts in a bank or banks insured by the Federal Deposit Insurance Corporation. The Treasurer shall have direct control over, and supervision of, all Club assets and of all payments of Club debts and obligations. The Treasurer shall insure strict compliance with these Bylaws in all matter pertaining to the financial affairs of the Club. The Treasurer shall cause to be published in the Club’s official newsletter a full and correct report semi-annually on the financial status of the Club. The Treasurer shall also give a full and correct report on the financial status of the Club at any meeting. The Treasurer shall cause to be maintained double-entry books of account which shall properly reflect the true and correct financial status of all receipts, disbursements, balance, assets and liabilities of the Club. All checks or other orders for the payment of monies in the name of the Club shall be signed by the Treasurer.
Section 5 – Interim Appointments
In the event of the death, resignation, disability or disqualification of the Vice President, Secretary, or Treasurer, the Executive Council shall make an interim appointment to the office so vacated for the balance of the unexpired term.
ARTICLE VIII: COMMITTEES
There shall be 5 standing committees of the Club as follows:
A. Public Relations
B. Nomination
C. Membership
D. Policy
E. Historian
The Executive Council may create such other committees from time to time, to exist at its pleasure, as it may see fit. The President, with the advice and majority consent of the Executive Council, shall appoint the chairs of the standing and other committees and their members, and may, in like manner dismiss or replace the chairs and members, except that the consent of the Council shall be required for the appointment of the chair and members of the Nominating Committee and for their dismissal or replacement.
ARTICLE IX: ELECTION OF OFFICERS
Section 1 – Nominations by the Members
Active members and/or family-active members in good standing may nominate a slate consisting of not more than two nominees for each office. Such nominations must be submitted to the Secretary in writing and must include each member’s signature, printed name, and must be received by the Secretary at least prior to the publication of the September/October newsletter.
Section 2 – Notice of Elections
In the official newsletter for the Club for the September/October of any election year, the Secretary shall cause to be published a notice of election and the names of all nominees for office. During the first fifteen days of October of any election year, the Secretary shall cause to be mailed to all active members a notice of election and a ballot containing the names of all nominees for office. The notice of election shall set a return date for the ballot which shall be at least 30 days before the end of the year.
Section 3 – Ballots
A. All balloting may be by mail. Mailed votes may be cast on standard size postcards, indicating the member’s choice of candidates and the offices for which they stand, and must be signed by the member. The ballot shall provide a space for the vote of the family-active member. Any member shall be entitled to write in the name of any member in good standing as their choice for any office. All mailed ballots shall be mailed to a named person by the Secretary, and must be received no later than the date set forth in the notice of election.
B. In addition, the Executive Council may investigate procedures for electronic elections and voting, giving due consideration to methods of voting which are reasonably secure, non-duplicative, and convenient, and which provide the essence of the ability to write in additional candidates and to have the votes sent to and recorded by the same named by the Secretary. If the Executive Council is satisfied that it has arrived at procedures that are efficacies and suitable for balloting, it may, adopt electronic voting procedures that may supplement mailed balloting procedures, and that may supersede mailed voting procedures for members preferring to vote by email or other electronic means.
C. Votes submitted in accordance with procedures adopted under Article IX, Section 4, A or B above shall be valid, and all other votes shall be invalid.
Section 4 – Tellers
The named person shall tabulate the votes cast within fifteen days of the return date and shall make a written report to the Secretary. The member who receives the greatest number of votes cast for the office for which the member is a candidate shall be declared elected.
Section 5 – Notice of Election Results
The Secretary shall cause to be published the results of the election the Club’s official newsletter no later than January 15th of the New Year.
Section 6 – Powers of Newly Elected Officials
Upon tabulation of the votes the Secretary shall immediately notify the persons elected of their election. The President-Elect shall, as soon as feasible, call a meeting of the newly constituted officers for the purpose of appointment of committee members whose terms are to start at the first of the next month, as well as other appointments which may be required. At the discretion of the President-Elect, the meeting described above may be by telephone or mail.
ARTICLE X – FISCAL YEAR
The fiscal year of the Club shall be the calendar year.
ARTICLE XI – OBLIGATIONS AND INDEBTEDNESS
Section 1 – Authority to Incur Obligations or Indebtedness
A. Only the elected Officers are to act on behalf of the Club, and incur any obligation or indebtedness in the name of the Club. All obligations or indebtedness incurred in accordance with the provisions of these Bylaws shall be incurred solely as club obligations. No personal liability whatever shall attach to or be incurred by any member or Officer of the Club by reason of any such club obligations or liability.
B. No elected officer or any other person to act on behalf of the Club shall incur any obligation or indebtedness in the name of the Club in excess of the sum of $25 without approval of a majority of the Officers except for expenses related to the Club’s official publications.
C. Notwithstanding the foregoing, if any elected Officer proposes incurring an expenditure or obligation of the Club for other purposes that would exceed a sum that is one (1%) percent of the revenues from dues of the Club in the preceding fiscal year, the Officer must advise the Zone Representatives in writing or by fax, email or other electronic transmission at least fourteen (14) calendar days before incurring such expenditure or obligation. After consultation with the respective Officers may within such fourteen day period, require in writing to the President and the Secretary that such proposed expenditure or obligation be submitted for approval by the membership. If such requirement for submission to the membership is not communicated to the President and the Secretary within such fourteen day calendar period, the proposed expenditure or obligation is deemed approved.
D. Any expenditure or obligation of the Club that would exceed a sum that exceeds five percent of the revenues from dues of the Club in the preceding fiscal year, other than those involved in the ordinary operation of the Club’s official publications must be approved by a simple majority of the membership.
Section 2 – Unauthorized Obligations
No elected Officer or any other person authorized to act in behalf of the Club shall incur any obligation or indebtedness in the name of the Club which is not for the general benefit of the entire membership of the Club.
Section 3 – Personal Liability for Unauthorized Obligation
The incurring of any obligation or indebtedness in the name of the Club by any elected Officer or member in contravention of these Bylaws shall be an Ultra Vires Act. The person or persons responsible for such act or acts shall be personally liable, individually and collectively, to the Club in an amount equal to the obligations or indebtedness which the Club may be required to pay.
Section 4 – Dissolution
Should the Club dissolve for any reason, its assets shall be dispersed to a charitable organization designated by the voting membership after the payment of just, reasonable and supported debts, consistent with applicable legal requirements.
ARTICLE XII: REGIONAL CLUBS
Section 1 – Club Dues
The Club may provide in these own bylaws for dues greater than those set by the National Board of Directors. The National Club will not assume responsibility for the collection and refunding of Club dues in excess of those set by the National Board of Directors.
Section 2 – Suspension
Any member may be suspended or have certain specified privileges revoked by a two-thirds vote of the Club Officers for infractions of National rules, regulations, recommendations or for action inimical to the general or best interest of the National Club. Upon written notice of such suspension or revocation of privileges, the Officer of the Club shall be afforded reasonable opportunity to the heard, in person or through a representative, a committee appointed by the Officers for this purpose, concerning the alleged misconduct. No suspension or revocation action by the Officers shall continue beyond the next regularly scheduled Officers meeting where it shall be reported. The Officers may then continue the suspension and/or revocation.
ARTICLE XIII: AMENDMENT OF BYLAWS
Section 1 – Amendment of Bylaws
These Bylaws may be amended by a majority of the votes cast in a referendum of the membership.
Section 2 – Proposed Amendments
Active and/or family-active members in good standing constituting a simple majority of those present at a regular meeting may propose amendments to these Bylaws. Amendments proposed by such members shall be submitted to the Secretary in writing and shall be signed by each member.
Section 3 – Notice of Proposed Amendments and Referendum
The Secretary shall cause to be published in the Club’s official newsletter any proposed amendment submitted to the Secretary within sixty (60) days thereafter, together with an explanation of the proposed amendments and the need therefore by its sponsors. Any member may submit statements of reasons against the adoption of any amendment to the Editor. In the next succeeding issue the proposed amendments and the explanations and need shall again be published, together with a summary of any reasons against adoption which may have been submitted.
Within fifteen days (15) following the mailing of said issue, the Secretary shall cause to be sent by mail (or, if electronic means shall have been approved in accordance with these Bylaws, then by mail, by electronic means or any combination thereof), to all active members a ballot and a copy of facsimile of the initial publication of the proposed amendments and their explanations. The ballot shall specify a final return date of not less than 30 days nor more than 45 days from the date of the initial mailing.
In addition, the Officers may investigate procedures for electronic voting on such referenda, giving due consideration to methods of voting which are reasonably secure, non-duplicative, and convenient, and which provide the essence of the ability to have the votes sent to and recorded by the Secretary. If the Officers are satisfied that it has arrived at procedures that are efficacious and suitable for balloting, it may adopt electronic voting procedures that may supplement mailed balloting procedures, and that may supersede mailed voting procedures for members not objecting to voting by email or other electronic means.
Section 4 – Ballots
Mailed votes for or against a proposed amendment to these Bylaws shall be cast on a standard size postcard and must be signed by the members, with name printed. Each mailed ballot shall provide a space for the vote of the family-active member. All mailed ballots shall be mailed to the Secretary and must be received no later than the date set forth in the notice of referendum. Ballots cast electronically must be in accordance with procedures adopted by the Officers under this Article XIII. Ballots cast in accordance with procedures adopted under this Article XIII shall be valid, and all other ballots shall be invalid.
Section 5 – Tellers
The Secretary and any two members or Officers designated by the President shall serve as tellers and shall tabulate the votes cast in the referendum within 15 days of the return date.
Section 6 – Notice of Vote or Referendum Results
The Secretary shall cause to be published the result of any vote of referendum on a proposed amendment in the Club’s official newsletter.
ARTICLE XIV: Distribution of Assets upon Dissolution
Upon dissolution of the Corporation (Porsche Club of America Absaroka Region, Inc.), the Board of Directors shall, after paying or making provisions for the payment of all liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for the purposes of the Corporation, in such manner, or to one or more organizations organized and operated exclusively for charitable, educational, or scientific purposes or to foster national and international sports competition, as the Directors shall determine.