Bylaws - May 04, 2015

CONSTITUTION AND BYLAWS FOR THE BLUEGRASS REGION, PORSCHE CLUB OF AMERICA

Effective: Approved by the membership 19APR09

Reviewed by Board with no changes 04May15

CONSTITUTION

ARTICLE I. Name and Headquarters

The name of this club shall be the “Bluegrass Region, Porsche Club of America, Inc.” Its principal office shall be at the residence of its duly elected President.

In this constitution and bylaws “club” will refer to the Bluegrass Region. A reference to the national organization will read “Porsche Club of America, Inc.”

ARTICLE II. Objectives

The members of this club are joined together and are mutually pledged to the furtherance and promotion of the following:

A. The highest standards of courtesy and safety on the roads.

B. The enjoyment and sharing of good will and fellowship engendered by owning a Porsche and engaging in such social and other events as may be agreeable to the membership.

C. The maintenance of the highest standards of operation and performance of the marque 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 marque shall prosper and continue to enjoy its unique leadership and position in sports car history.

E. The interchange of ideas and suggestions with other Porsche clubs throughout the world and in such cooperation as may be mutually desirable.

F. The establishment of such mutually cooperative relationships as may be desirable with other sports car clubs.

 

ARTICLE III. Policy

A. This club shall be politically non-partisan.

B. This club is empowered to do all things and conduct all business, not for profit, necessary to carry out the general purposes set forth in the Certificate of Incorporation and in this Constitution.

C. All obligations incurred by this club are incurred solely as corporate obligations. No personal liability whatsoever shall be attached to or incurred by any member or officer of this club by reason of any corporate obligation or liability.

 

ARTICLE IV. Membership

A. Any Porsche owner or co-owner is eligible for membership as prescribed in the Bylaws.

B. In accordance with the Bylaws, membership of any member may be revoked for conduct inconsistent with the objectives or policies of the club, or prejudicial to the good order and repute of the club.

C. All members must be active members in good standing in the Porsche Club of America, Inc.

 

ARTICLE V. Board of Directors

A. The leadership of the club shall be by the Board of Directors.

B. All meetings for the conduct of. Club business shall be conducted with usual parliamentary procedures as specified in Roberts Rules of Order.

 

ARTICLE VI. Amendments

This Constitution may be amended as prescribed in the Bylaws.

 

BYLAWS

Article I. Membership

A. Active Members. Any person 18 years of age or older who owns, co-owns or leases a Porsche may become a member of the club provided he is also a member in good standing of the Porsche Club of America, Inc. Membership may include (if requested by the Active Member) a Family-Active Member, one other person of the Active Member’s immediate family, also 18 years of age or older, restricted to wife, husband, brother, sister, daughter, son, mother, or father, whether otherwise qualified for Active Membership by ownership of a Porsche or not.

B. Honorary Members. Any person who merits recognition for outstandinginterest in or service to the club may be elected to Honorary Membership by a two-thirds vote of the Board of Directors. Such membership shall be limited to .one year but may be renewed at the option of the Board of Directors.

C. Lifetime Membership. Any person who is deemed to have performed extraordinary service to the club may be honored as a Lifetime Member by a two-thirds vote of the Board of Lifetime Memberships shall provide for a waiver of regional dues and shall accord such members the full benefits and privileges available to Active Members as long as the designated Lifetime Members shall maintain membership in good standing with the Porsche Club of America, Inc.

D. Affiliate Membership. Any person, 18 years of age or older, named by the Active Member at time of joining or at renewal of membership, in lieu of a Family-Active Member.

E. Associate Membership. An Active Member who ceases to own., co-own or lease a Porsche while in good standing, or any person employed by a Porsche-oriented business, interested in the club and its objectives and having paid club dues and fees as required.

F. Termination of Membership. A member will no longer be considered an active member when his or her membership dues become past due.

G. Discipline or Expulsion. The Board of Directors may, by majority vote, discipline or expel any member for cause. An expelled member shall have the right to appeal to the membership of the club at any regular meeting. The decision of a majority of the members assembled at this meeting will be final. If a member has been expelled from the club, he or she may reapply to the Board after 12 months. Any unearned fees or dues paid shall be forfeited to the club.

H. 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 may not vote or hold elective office., Furthermore family-active members, affiliate members, and family-associate members shall not be entitled to receive an additional hardcopy of the Bluegrass Regional Newsletter 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. A member may cast only one vote in any election or referendum.

 

ARTICLE II Meetings of the Members

A. General Membership Meetings.

  1. The club will hold an annual meeting of the membership each January to conduct the business of operating the corporation. Publication in the club newsletter of the time and place of the Annual Meeting at least 10 days prior to such meeting shall be deemed sufficient notice to the membership.
  2. A general membership meeting may be closed to guests if specified by the board of directors.

 

 

B. Special Meetings. Special meetings of the members may be called by the President, the Board of Directors, or not less than 25% of the voting-eligible members. The secretary shall, at least ten days prior to such meetings, give notice to the members of the time and place of the meeting and the purpose for which it was called. Special meetings of the membership are open to members and guests, unless the board of directors specifies that a meeting is closed to guests.

C. Notice of Meetings. Written notice stating the place, day, and time of any meeting of members shall be delivered personally, electronically, by newsletter, or by mail to each member entitled to vote at such a meeting, not less than ten and not more than 30 days before the date of the meeting.

D. Manner of Action. A majority of votes entitled to be cast on a matter to be voted upon by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by law or these by­laws.

E. Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or his duly authorized attorney-in-fact. No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy.

F. Quorum. A quorum is established if 10% of the voting eligible members are present or have voted by proxy.

 

ARTICLE III. Officers and Committees.

A. Board of Directors. The Board of Directors shall consist of nine members: the four officers (President, Vice President, Secretary, Treasurer), the immediate Past President, and four Directors. A board member’s duty includes voting and decision making in the operation of the club and serving on and chairing committees as needed. The board may appoint members to chairmanships as needed but these will not be voting positions. Directors are permitted to serve as committee chairmen.

B. Terms of Office. The President, Vice President, Secretary, and Treasurer will hold office one year, or until their successors for the following term are elected. No officer will serve continuously for more than three consecutive terms in the same office. The four Directors shall serve a two-year term, with two being elected each year.

C. Replacement.  In the event that any Officer or Director is unable to complete his or her term in office, the following succession will prevail: For President: Vice President will succeed. Any other elected position which becomes vacant between elections will be filled by recommendation of the President and a majority vote of the remaining directors, though possibly less than a quorum. A Past President who becomes unable to serve will not be replaced.

D. Duties.  The duties and responsibilities of the officers shall be determined by the President, according to parliamentary practices, with the advice and consent of the Board of Directors and in accordance with the National PCA Regional Procedures Manual.

E. Committees.  Any committees necessary for the performance of the club’s business shall be established by recommendation of the President and a majority vote of the officers and directors. The President, with a majority vote of the Board of Directors, shall appoint committee chairpersons. Standing committees are to include but are not restricted to Safety, Activities/ Events, and Membership.

F. Meetings.  The Board of Directors shall meet on regular basis to discuss and conduct the business of the region. Board meetings are open to directors, members, and guests of the board, unless otherwise specified by the board of directors.

G. Special meetings. Special meetings of the Board of Directors may be called by or at the request of the president or any three members of the board. Special meetings of the board of directors must be held within the territory of the Bluegrass Region, PCA.

H. Notice. Notice of any special meeting of the board of directors shall be given at least three days prior thereto by written, electronic or verbal notice to each member of the board.

I. Manner of Acting. The act of a majority of the directors present at the meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or these bylaws.

J. Quorum. Five voting members of the Board of Directors shall constitute a quorum for the transaction of business at any board meetings.

K. Finality of an act of the Board of Directors_ Any act of the Board of Directors in the exercise of its powers conferred herein or in the operating procedures shall be final, unless a written protest signed by ten percent of the voting-eligible membership is filed with the secretary within ten days after the first meeting of the organization after which the action was taken and at which such action was reported to the membership. Any protested board action shall be null and void until the matter is submitted to a vote by the membership at the next meeting of theorganization as provided by the bylaws. Action by the majority of the members present at such meeting shall govern.

L. Reports of Officers. All board members shall make periodic reports to the board of directors.

M. Installation of Board of Directors. The installation of the new Board of Directors shall take place at the first meeting of the board in the following year. Any unfilled appointed positions will also be filled at this meeting if possible.

N. Transfer of Records. All officers, directors, and committee members shall have 30 days from the end of their term or assignment to transfer all records and reports to their successors.

O. Removal of an Officer. Any elected officer or director may be removed from office for conduct detrimental to the region. An 80% majority of the remaining board members shall be required. This vote may be taken by phone or email and all board members must be allowed to vote, whether present or not.

 

ARTICLE IV. Accounts.

A. Fiscal Year. The fiscal year of the club shall begin on the first day of January each year and shall terminate on the following 31st day of December.

B. Financial Books. The books of record shall be properly maintained to reflect financial receipts, disbursements, balances and assets of the club.

C. Financial Audit. The books of the club shall be audited annually by a committee appointed by the President with the advice and consent of the Board of Directors. The books can be audited by a CPA if the Board of Directors so requests.

D. Expenditures. In general, expenditures will be made with prior knowledge of the Treasurer and approval of a majority of the Board of Directors. Any board member or committee chairman shall be permitted to make expenditures for the benefit of the club of up to $50 per month without prior permission of the board.

 

ARTICLE V. Elections.

A. Nominating Committee. The President, the Past President, and one or more other Active Members appointed by the Board of Directors each year shall constitute the nominating committee responsible for nominating a slate of officers and directors to serve the following year.

  1. The nominating committee shall be appointed no later than September 1st of each year.
  2. The nominating committee shall present their slate of nominations at the November monthly meeting of the membership.

 

B. Additional Nominations. Additional nominations may be made by the membership at the November meeting.

C. Ballot. An election ballot shall be mailed to each Active Member not later than 20 days prior to the January board meeting.

D. Balloting. 

  1. Ballots shall be returned by mail to an election chairman appointed by the Board of Directors who, along with two other Active Members appointed by the Board of Directors, shall function as a ballot committee to certify the validity of the ballots and report the election results to the membership at the annual meeting. Ballots must be in the hands of the Election Chairman at least ten days prior to the January board meeting.
  2. Mailed votes shall indicate the member’s choice of candidates and the offices for which they stand. 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. The member who receives the greatest number of votes cast for the office for which the member is a candidate shall be declared elected,
  3. Results of the election shall be announced at the January annual meeting of the club. The results of the election shall also be published in the first newsletter of the New Year.
  4. In addition, the board of directors 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 group or committee named by the Secretary. If the board of directors is 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 preferring to vote by email or other electronic means.

 

ARTICLE VI. Amendments.

A. Amending Constitution and Bylaws. Any voting-eligible member may propose amendments to the Constitution and/or Bylaws. Notice of proposed amendments must be presented in writing to the membership at least twenty days prior to a meeting for the purpose of voting on such amendments; this meeting need not be a special bylaw meeting but can be a monthly membership or social meeting designated for the bylaws vote. The Constitution and/or Bylaws may be amended by a majority of those voting eligible members in attendance.