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BYLAWS
Porsche Club of America • North Country Region
As Amended November 5, 2011

ARTICLE I: Name and principal office

The name of the club shall be Porsche Club of America Inc., North Country Region. The principal office shall be at the residence of the President.

ARTICLE II: General objectives and powers

a) The general objectives of the Club shall be to encourage the highest standards of safety and courtesy on the highways, to increase the enjoyment of owning a Porsche by the exchange of technical information, and by engaging in such automotive and social events as may be agreeable to the members.

b) The Club shall be empowered to do all things, and conduct all business, not for profit, necessary to the carrying out of all its objectives.

ARTICLE III: Badge

The Badge of the Club shall be a connection of the letters n c r stylized as a black road with a yellow center line. A green evergreen and the words NORTH COUNTRY REGION (one word to a line in green) shall be adjacent to the c. The background of the Badge shall be white with the words PORSCHE CLUB OF AMERICA curved along the outer edge in red with PORSCHE being at the top and CLUB OF AMERICA at the bottom. Words shall be in all capital letters. See Appendix A.

ARTICLE IV: Obligations and indebtedness

a) Obligations or indebtedness in the name of the Club shall be incurred only (1) for the general benefit of the membership and (2) by authorization of the Board of Directors. No personal liability shall result from action so taken.

b) Obligations or indebtedness incurred other than as provided herein shall be the sole responsibility of the person or persons incurring them.

ARTICLE V: Membership, fees, and privileges

a) Membership in the Club shall be limited to members in good standing of the Porsche Club of America.

b) For those showing North Country Region as their region of record, there shall be no further dues beyond National dues.

c) Entry fees may be charged for events.

d) Members in good standing shall be entitled to all the privileges of the Club. All members, (active, associate, family or affiliate) may be elected to, or appointed to, an office, and will be able to vote in any election or upon issues before the membership.

e) Any member (active, associate, family or affiliate) may be suspended by a two-thirds vote of the Board of Directors of the Club for infractions of National or Regional Bylaws, rules or regulations or for action inimical to the general objectives or best interests of the National or Regional Club. 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 of the Region or a committee appointed by it for the purpose, concerning the alleged misconduct. The Board of Directors of the Region may thereafter continue suspension for a definite time, terminate the suspension, or expel the member, and its decision shall be final. Suspensions of active and associate members are also applicable to family-active, family associate and affiliate members. The Region shall apprise PCA National, immediately, of any suspension action initiated and its final disposition.

ARTICLE VI: Officers and duties

a) The officers of the Club shall be President, Vice President, Secretary and Treasurer.

b) No person shall hold more than one elected office nor more than one voting position at the same time.

c) Terms of office shall be one (1) calendar year. No officer will be elected to the same office more than three (3) consecutive terms.

d) The Board of Directors shall consist of the Officers, current Past President, the Newsletter Editor, the Membership Chairperson and the Safety Chairperson, for a total of eight voting members In the event the current Past President is not available to serve, the next available Past President will serve in that capacity.

e) The Board of Directors shall establish policies and assure proper conduct of the affairs of the club in compliance with these bylaws.

f) The President shall be the principal executive officer of the club, and with the support and assistance of the other officers, shall be responsible for the implementation of policies established by the Board of Directors and these Bylaws.

g) The Vice President shall assume the duties of the President in his or her absence, and shall undertake such other duties as the president may assign.

h) The Secretary shall be responsible for the club correspondence and for the maintenance of the club records, unless the Board of Directors assigns such of these responsibilities to other members. The Secretary shall be responsible for documenting, distributing and archiving Board meeting minutes.

i) The Treasurer shall be the custodian of the club funds, shall handle all receipts and disbursements, shall maintain all necessary records in connection therewith, and distribute reports to the Board.

j) The Newsletter Editor will be appointed by the President, subject to the approval of a majority of the current seated Board, and shall be responsible for the preparation and distribution of the periodic publication of the Club.

k) The Membership Chairperson will be appointed by the President, subject to the approval of a majority of the current seated Board, and shall be responsible for processing new member applications and maintaining membership files and records. In addition, he/she shall be responsible for maintaining a current mailing list for the region.

l) The Safety Chairperson will be appointed by the President, subject to the approval of a majority of the current seated Board, and shall be responsible for the region’s compliance with National PCA Safety requirements, and overall safety of all the region’s events.

m) Two persons may be appointed as Co-Chairs of any Committee. For purposes of voting or constituting a quorum for any meeting of the Board, either co-chair but not both, of a voting committee shall be treated as a Director.

n) The Past President shall be Parliamentarian and shall be responsible for advising the Board of Directors on points of law.

o) The President, with the consent of a majority of the current seated Board, may create, make appointments to, and abolish such other committees as may be expedient for the furtherance of the Club’s objectives. However, no such committee appointment shall continue in existence beyond the expiration of the President’s current term of office.

p) The Board of Directors shall meet at least bimonthly, and may convene other meetings at the request of a majority of all the board members. Meetings of the Board shall be open to any club member, except that the Board may, upon two-thirds affirmative vote, elect to have such meetings closed, as it deems appropriate. A quorum at any meeting of the Board shall consist of a majority of all the voting board members (i.e. minimum of four voting members, not including the President).

q) Each member of the Board of Directors shall have one vote, except the President or Vice President acting as President who will vote, in person, only in the event of a tie vote.

r) A member of the Board who is unable to attend a Board meeting may vote by virtue of proxy, notice of which shall be presented in documentable form to the person chairing the meeting. Notice of grant of proxy to an attending member in good standing with the Region by the absent member must be made before the call to order. The member entrusted with the proxy may vote on any matter before the Board in the missing Board member’s stead unless the proxy contains instructions to the contrary. No member shall be in possession of more than one Proxy. The President shall not be entitled to hold or to vote the proxy of any other member.

Board meetings and votes conducted via teleconference or via e-mail do not waive the requirement of documentable evidence of assignment of proxy.

Proxies shall not be used for the establishment of a quorum.

s) Board voting may be done via electronic means (phone, e-mail, etc). Details and results of such voting will be documented by the Secretary and distributed to the Board members.

ARTICLE VII: Elections

a) The officers shall be elected by the members, via majority of the votes cast, for the term of one year. In the event no one for a given office receives a majority of the votes cast, a runoff of the two persons receiving the most votes cast for that office will be held. The President, with the consent of the Board of Directors, shall appoint a nominating committee chairperson who shall then appoint two other committee members.

b) The Nominating Committee shall nominate at least one candidate for each office in the Club for the following year, obtaining the consent of each nominee to serve if elected.

c) Additional nominees for any or all offices may be proposed by the members. Such nominations must be received by the Nominating Committee at least 45 days prior to the annual meeting. Such nominations will include a signed statement from the nominee or nominees that he/she/they will perform the duties of office if elected.

d) The final list of nominees shall be mailed to the membership in the form of a ballot. Voting process may be via return of the mailed ballot or via electronic means as documented and approved by the Board. All ballots must be received 24 hours prior to the Annual meeting.

e) In the event of a vacancy in the office of the President, the Vice-President will assume the President’s position. A vacancy in any other office shall be filled by a member chosen by majority vote of the Board of Directors.

ARTICLE VIII: Meetings

a) Membership meetings may be held at a frequency decided by the Board of Directors.

b) Special meetings of the members may be called by the President, by a majority of the Board of Directors, or by a petition signed by a minimum of ten members. Due notice shall be given, stating the time, place, date, and purpose of any special meeting of the members, at least ten days before such meeting by such means as the Board determines appropriate. A quorum at any special meeting of the members shall consist of 10% of the membership or of 50 members whichever is less.

c) Board meetings may be held in person, via teleconference or via other electronic means.

d) The Annual Meeting will be held during the fourth quarter of the calendar year.

ARTICLE IX: Region Budget

a) The Club’s fiscal year will be the calendar year.

b) A Budget Committee shall meet in order to formulate a proposed budget for the following year. This Committee shall meet prior to any Planning Meeting that may be held, and in sufficient time to develop a proposed budget prior to the first Board meeting of the new calendar year.

c) The Budget Committee shall be made up by the current President and Treasurer, and the incoming President and Treasurer (if applicable).

d) The Budget Committee shall present the proposed budget at any Planning Meeting held, or no later than the first Board meeting of the new calendar year for review and voting.

e) If the Budget is not approved at the first meeting, the Budget Committee will make appropriate changes and submit the budget for vote at the next scheduled Board Meeting.

ARTICLE X: Amendments to the Bylaws

a) Amendments to these bylaws may be proposed by the Board of Directors or by any ten or more members in good standing. Amendments submitted by the general membership must be in writing and signed by those members submitting such proposed amendment(s).

b) The Board of Directors shall publish the proposed amendment(s) in the Club’s official publication and shall arrange for a vote of the members. The affirmative vote of two-thirds of those voting shall be required for approval.

APPENDIX A

 

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