PORSCHE CLUB OF AMERICA, CENTRAL PENNSYLVANIA REGION, INC.
BYLAWS
ARTICLE I
Name, Principal Office, and Territory
Section 1. Name. The name of the club shall be Porsche Club of America, Central Pennsylvania Region, Inc.
Section 2. Principal Office. The Principal office of the Club shall be located at the residence of its duly elected President, or at the residence of his successor, in the event of the President’s death, resignation, disability or disqualification.
Section 3. Territory. The region’s territory shall be that established by the Porsche Club of America, Inc., hereafter referred to as PCA.
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 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 Sports Car Clubs as may be desirable.
ARTICLE III
Policy
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 as set forth in these Bylaws, and in the Certificate of Incorporation issued under the statutes of the Commonwealth of Pennsylvania.
Section 2. Political Activity. The club shall be politically non-partisan.
The official badge of the Club shall be any such appropriate badge as may be designed from time to time for the membership and approved by them in accordance with Article VII. The badge shall not infringe upon copyrights, trademarks, or registered marks.
Section 4. Obligations. All obligations incurred by the Club will be incurred solely as corporate obligations. No personal liability whatsoever will be attached to or be incurred by any officer or member of the Club, by reason of any corporate obligation or liability.
ARTICLE IV
Membership and Dues, and Fees
Membership in the region shall be restricted to members in good standing of PCA
a. Active – Any owner, co-owner, lessee, or co-lessee of a Porsche, who is eighteen (18) years of age or older, having paid such National and Regional Club dues and /or fees as required.
b. Family Active – One (1) member of an Active Member’s family, restricted to wife, husband, brother, sister, son, daughter, mother, or father, whether otherwise qualified by ownership of a Porsche or not, but also eighteen (18) years of age or more, may be included as a Family-Active Member at the request of the Active Member.
c. Associate – Any active member who ceases to own or co-own a Porsche while in good standing, having paid Club dues and /or fees as required. A person of the Associate Member’s family, who has been a Family-Active member as in (b) above, may continue as a Family-Associate member similarly.
d. Special – Any member within the area served by the Region who is deemed by PCA to be worthy of Honorary or Life membership shall be extended the courtesies of such membership while remaining in the area.
Section 3. National and Regional Club Memberships. No Active, Family-Active, Associate nor Family-Associate member may hold membership in the Regional Club without being a member in good standing of PCA, and vice-versa.
All applications for membership made to or forwarded to PCA shall be processed in accordance with the By-laws of PCA.
Section 5. Dues. Dues shall be set by PCA and paid in accordance with PCA guidelines.
Section 6. Privileges.
a. All members and their immediate family shall be entitled to attend Region activities and social events and shall be entitled to any reduced entry or admission fees accorded to active members.
b. Only active members and family active members shall be entitled to hold elective office or to vote for officers or upon issues before a meeting except as noted below.
c. All members in good standing may hold appointive offices. Appointed chairs of standing committees are entitled to vote upon issues before an Executive Council meeting.
Section 9. Suspension. Any member may be suspended by a two-thirds vote of the Board of Directors of the National Club or by the Regional Club in accordance with these Bylaws, for infraction of National or Regional Club rules or regulations, or for actions inimical to the general objectives or best interest of the National or Regional Clubs. Upon written notice of such suspension, the suspended member shall be afforded a reasonable opportunity to be heard, in person or through a representative, by the Board of Directors or a committee appointed by it for the purpose, concerning the alleged misconduct. The Board of Directors may thereafter continue the suspension for a definite time, terminate the suspension or expel the member, and its decision shall be final. Suspension of Active or Associate members are applicable also to their Family-Active and Family-Associate members.
Section 10. Resignation
Any member may resign by addressing a letter of resignation to the Secretary. His resignation shall become effective on the date stated by him, and his privileges shall terminate as of that date.
Section 11. Liabilities of Membership. No officer or member of this Club shall be personally liable for any of its debts, obligations or acts.
ARTICLE V
Directors, Executives and Officers
Section 1. Officers. The elected officers of the Club shall be a President, Vice-President, Secretary and Treasurer. Their terms of office shall be for one (1) year and shall be in accord with the fiscal year of the Club. No officer shall serve in the same office more than two (2) consecutive terms, except for the office of Treasurer who may serve four (4) terms. No person shall hold more than one office at a time.
Section 2. Executive Council. The elected officers of the Club shall constitute the Executive Council. It shall be responsible to the Board of Directors for the proper conduct of the administrative affairs of the Club, the proper functioning of the committees, compliance with these bylaws and the Articles of Incorporation of the Club under the laws governing such non-profit corporations in the Commonwealth of Pennsylvania. All decisions of the Executive Council shall be by a majority vote unless otherwise provided in these Bylaws.
Section 3. Board of Directors. The elected officers, past President for one (1) year following the expiration of his presidential term (or two years in the event his successor succeeds himself), and four (4) directors elected by the membership of the Club shall constitute the Board of Directors of the Club and shall serve for one (1) year in accord with the Club’s fiscal year.
It shall be the responsibility of the Board of Directors to determine all matters of Club policy not otherwise determined by the members at a regular meeting. The Board of Directors, through the Executive Council, shall insure the compliance with these Bylaws. All decisions of the Board of Directors involving major policy considerations shall be by a majority vote of the entire Board. Five (5) members of the Board of Directors shall constitute a quorum. A quorum is required for action on policy matters. The Board will normally meet at monthly intervals, at their discretion; however, in emergency situations a canvas of the entire Board may be conducted by mail, or telephone, or by electronic means, by the President.
Section 4. Elections.
a. The nominating committee will consist of the President and the three most recent Past-Presidents, who are still members in good standing. The Chair shall be the Past President.
b. At the September executive council meeting, the nominating committee will present one nominee for each office about to be vacated.
c. Active and family- active members may make nominations from the floor at the October executive council meeting. No second is required. Nominations from active and family-active members may be submitted in writing, to be received by a member of the executive committee prior to the October executive council meeting.
d. Nominations will be closed at the October executive council meeting
e. The elections of officers shall take place by mailed secret ballot. Ballots will be published in the official Club newsletter. Completed ballots will be mailed to a board member as designated by the executive council. All ballots must be postmarked by November 30th of the year in which the election is held. The designated recipient of the ballots, in the presence of any two (2) members of the board of directors, will open and canvas the ballots cast. The candidate who receives the greatest number of votes cast for the office for which they are nominated shall be declared elected. The results of the election shall be presented at the next executive council meeting, or at the holiday party, whichever comes first.
Section 5. Vacancies. A vacancy or vacancies shall be deemed to exist in the case of the death, resignation, removal by the Board of Directors or disqualification of any director or officer. Vacancies so occurring shall be filled by election of the Board of Directors at its next succeeding meeting. The directors or officers so elected shall hold office in accord with the Club’s fiscal year.
ARTICLE VI
Duties of Officers
Section 1. President. The President shall preside at all meetings of the members, the Executive Council and the Board of Directors, and shall perform the duties usually appertaining to his office. He shall be the chief executive of the Club. He shall report to the members at regular meetings the plans and programs and policy decisions reached by the Executive Council and the Board of Directors, and other pertinent matters dealing with the affairs of the Club. In the absence of the President, or in the event of his death, or resignation, disability or disqualification, his duties shall be performed by the Vice President.
Section 2. Vice President. The Vice President shall:
a. Preside over meetings of the membership, either regular or special, in the absence of the President or when requested to do so by him.
b. Assist the President, the Executive Council, and/or the Board of Directors in any manner that may be required.
Section 3. Secretary. The Secretary shall:
a. Cause to be recorded and preserved the Minutes of meetings of the membership, the Board of Directors and the Executive Council.
b. Handle correspondence and assist the Executive Council as required.
Section 4. Treasurer. The Treasurer shall:
a. Keep and preserve the records and books of accounts reflecting the financial condition and operation of the Club.
b. Sign all drafts on the accounts of the Club and any documents which obligate the Club financially.
c. Be bonded to an amount determined by the Board of Directors, at the expense of the Club.
d. Insure that all financial obligations of the Club are satisfied.
e. At the request of the Board of Directors, furnish to the Auditor designated by them all financial reports and/or books and statements.
f. Furnish the Board of Directors with monthly financial reports showing the condition of the Club.
g. Receive all monies paid to the Club and deposit same to its credit with the bank designated by the Board of Directors.
ARTICLE VII
Meetings
Section 1. Regular Meetings Executive Council Meetings. Executive Council meetings shall be held each month at such place and time as the Board of Directors may determine, direct, and cause to be announced to the membership. Membership meetings may be held in conjunction with Executive Council meetings.
Section 2. Special Meetings. Special meetings of the members of this Club for any purposes whatsoever may be called as any time by a majority of the Board of Directors. Notice of special meetings shall be announced to the membership.
Section 3. Quorum. A quorum of any meeting of the members hereof shall consist of whichever is greater: (a) Ten (10) Active or Family-Active members in good standing, or (b) Ten (10%) of the membership in good standing. Every act of a meeting duly held at which a quorum is present shall be regarded as an act of the entire membership.
Section 4. Voting. At all meetings of the members, each Active member and each Family-Active member in good standing shall be entitled to one (1) vote on any matter which may be properly be brought before the membership. Such vote may be viva voce, or by written ballot. There shall be no cumulative voting, nor shall any proxy be permitted.
Section 5. Conduct of Meetings. The President shall preside at all meetings. Unless otherwise provided in these Bylaws, Roberts’ “Rules of Order” shall prevail.
ARTICLE VIII
Committees
Section 1. Standing Committees. There shall be six (6) standing committees whose chairmen are to be appointed by and report directly to the President, namely: Membership, Social, Communications, Technical, Swap Meet, and Driving Events. Each Chairman shall appoint the members of his committee from the membership.
Section 2. Membership Committee This committee shall encourage membership participation in club events and engage new members.
Section 3. Social Committee. This committee shall plan, arrange and manage social and entertainment events for the benefit of the membership.
Section 4. Communications Committee. This committee shall: prepare and distribute the Club News Letter and such other publications as the Board of Directors may authorize and direct including electronic forms of media.
Section 5. Technical Committee. This committee shall:
a. Perform any necessary safety inspection of vehicles in connection with competition events put on by the Club.
b. Contribute technical notes to the Editor of Regional publications and/or National Publications.
c. Direct discussions, displays, exhibits, and such other technical events as may be of interest to the membership.
Section 6. Swap Meet. This committee shall plan, coordinate and execute the annual Porsche Only Swap Meet.
Section 7. Driving Events. This committee shall plan, coordinate and execute driving events for the membership.
Section 8. Special Committees. Special committees may be appointed at any time by the Board of Directors or the Executive Council for any special purpose. There is no limitation as to the number of committees or committee members.
Special Committee Chairmen shall not have a vote at Executive Council Meetings.
ARTICLE IX
Fiscal Year, Obligations and Indebtedness
Section 1. Fiscal Year. The fiscal year of the Club shall be the calendar year.
Section 2. Obligations and Indebtedness. Only the Executive Council or persons authorized by the Executive Council to act on behalf of the Club shall 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 corporate obligations. No personal liability whatever shall attach to or be incurred by any member or officer of the Club by reason of any such corporate obligation or liability.
No elected officer or other person or persons authorized to act in behalf of the Club shall incur any obligation or indebtedness in the name of the Club in excess of the sum of $25.00 without prior approval of a majority of the Executive Council, except for the following purposes:
a. Printing, mailing, postage and copying expenses of the Club’s official publication.
b. Stationery, postage, and copying for ordinary administrative use.
c. Club badges, emblems and merchandise for resale.
Section 3. Unauthorized Obligations. No elected officer or any 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 nor shall the Executive Council or the Board of Directors approve the incurring of any such obligation or indebtedness. The Executive Council or the Board of Directors may explicitly approve expenditure for a gift for the recognition of an individual member’s overall contribution to the Club.
Section 4. Personal Liability for Unauthorized Obligation. The incurring of any obligation or indebtedness in the name of the Club by any 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 obligation or indebtedness which the Club may be required to pay.
ARTICLE X
Section 1. Amendments to Bylaws. The Bylaws of this Club may be amended at any time in the following manner:
Upon recommendation by not less than four (4) Directors or by a written petition signed by at least ten (10) members in good standing, the Executive Council shall prepare the suggested Amendment in such manner that it may be legally incorporated in these Bylaws.
The properly prepared amendment shall be mailed to each Active or Family Active member in good standing in the form of a ballot. Thirty (30) days from the mailing date, the Secretary shall count the valid returned ballots, and if a majority of said ballots are in favor, the amendment shall be deemed adopted. Thereupon the Secretary shall cause it to be included in the next succeeding Newsletter.
In any case, the Secretary shall announce the results of the ballot by reading it into the minutes of the next executive council meeting.