(Italics indicate changed wording, except for dropped words.)
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.(rev 7/2007)
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 that of the National Porsche Club of America, to which the NCR logo may be attached.
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 entire membership and (2) by authorization of the Board of Directors, and 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) There may be entry fees charged for events.
d) Members in good standing shall be entitled to all the privileges of the Club. All members (active or associate, family or affiliate) may be elected to, or appointed to, hold an office, and will be able to vote in any election or upon issues before the membership.
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 office at a time.
c) Terms of office shall be one (1) calendar year. No elected officer will serve more than three (3) consecutive terms.(rev 7/2007)
d) The Board of Directors shall consist of the Elected Officers, the Past President, the Newsletter Editor, the Membership Chairperson and the Webmaster.
e) The Board of Directors shall establish policies and see to the 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 the policies established by the Board of Directors and these Bylaws.
g) The Vice President shall assume the duties of the President in the absence of the latter, and shall undertake such other duties as the president may assign to him/her.
h) The Secretary shall be responsible for the club correspondence and for the maintenance of the club records, unless the Board of Directors assigns to other members such of these responsibilities as it may decide.
i) The Treasurer shall be the custodian of the club funds, shall handle all receipts and disbursements, and shall maintain all necessary records in connection therewith.
j) The Newsletter Editor will be appointed by the President 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 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 Past President shall be Parliamentarian and shall be responsible for advising the Board of Directors on points of law.
m) The President, with the consent of the Board of Directors, may create, make appointments to, and abolish such other offices and committees as may be expedient for the furtherance of the Club's objectives. However, no such office or committee shall continue in existence beyond the expiration of the President's term of office.
n) The Board of Directors shall meet at least bimonthly, and may convene other meetings at the request of a simple 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 simple majority of all the board members.
o) Each member of the Board of Directors shall have one vote, except the President who will vote, in person or by proxy, only in the event of a tie vote.
p) Members of the board who are unable to attend a Board meeting may vote by virtue of Proxy, in writing, carried by another board member or by E-mail and presented to the person chairing the Board Meeting. The person carrying the Proxy may cast the vote of the absent member on any matter before the board unless the written Proxy contains instructions to the contrary. Proxies may NOT be used to establish a quorum.(rev 7/2007)
ARTICLE VII: Elections
a) The officers shall be elected by the members for the term of one year. By September 1st, in any year, 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. Said ballot may be brought to the annual meeting or mailed in sufficient time to be received prior to the annual meeting.
e) Any vacancy in the offices shall be filled by a member chosen by majority vote of the Board of Directors.
ARTICLE VIII: Meetings
a) There will be regularly scheduled membership meetings, the frequency of which to be decided by the Board of Directors. 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.
b) A quorum at any special meeting of the members shall consist of 10 % of the membership or 50 members, whichever is less. (Rev. 11/13/99 and 7/2007)
c) 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.
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 during the month of December.
c) The Committee shall be made up by the Past or outgoing President, the continuing or incoming President, the continuing Treasurer, or the outgoing and the incoming Treasurer.
d) The Budget Committee shall present the proposed budget at the January Board/Transition Meeting for review and voting.
e) If the Budget is not approved at the January meeting, the Budget Committee will make appropriate changes and submit the budget for vote at the February 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.