EBR-PCA Club Bylaws

EBR-PCA Club Bylaws

EASTERN BUCKEYE REGION

PORSCHE CLUB OF AMERICA

BYLAWS

ARTICLE I. NAME AND PRINCIPAL OFFICE

Section 1 – Name

The name of the Club shall be: Eastern Buckeye Region, Porsche Club of America

Section 2 – Principal Office

The Principal Office of the Club shall be located at the residence of its duly elected President. In the event of the President’s death, resignation, disability, or disqualification the Principal Office shall be located at the residence of the Club’s Vice-President until a new President is elected.

ARTICLE II. PURPOSE & GENERAL OBJECTIVES

The purpose and 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. To practice and advocate the highest standards of courtesy and safety on the roads.

B. To enjoy and share the good will and fellowship engendered by owning a Porsche and to engage in such social or other events as may be agreeable to the membership.

C. To foster and encourage the highest standards of operation and performance of the Porsche marque by sharing and exchanging technical and mechanical information.

D. To provide opportunities for the Club’s membership to use their Porsches in settings which are conducive to the enjoyment of the performance capabilities of these vehicles and to become better drivers.

E. To establish and maintain mutually beneficial relationships with the Porsche Cars North America and Porsche AG (the “Porsche Works”), Porsche dealers, and independent Porsche service and parts sources to the end that the Porsche marque shall prosper.

F. To encourage and foster the interchange of ideas and information with other Regions of the Porsche Club of America and Porsche Clubs throughout the world.

G. To establish and maintain such mutually cooperative relationships with other Sports 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, which are necessary to carry out the Purpose and General Objectives of the Club as set forth in the Certificate of Incorporation, issued under the statutes of the state of Ohio, and as are set forth in these bylaws.

Section 2 – Badge

The badge of the Club shall be the shape of the general geographical outline of the EBR region with the letters EBR placed in the top right quadrant. No substantial alteration to the logo/badge may be adopted by the Club unless approved by a 75% majority vote of its members.

ARTICLE IV. MEMBERSHIPS, MEMBERSHIP AREA, AND DUES

Section 1 – Membership

Membership in the Club shall be restricted to owners, co-owners, or lessees of Porsche vehicles who are 18 years of age or older, and to such persons interested in the Club and its objectives as provided in Section 2 (B), (C), (D) and (E) of this 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 AG 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, co-owner or lessee of a Porsche, acceptable to the Membership Committee, who is 18 years of age or older, having paid such Club dues as required.

B. Family-Active – An individual requested by an Active member as his or her Family-Active member, restricted to persons who are 18 years of age or older, whether otherwise qualified for active membership by ownership of a Porsche or not.

C. Affiliate – Any 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 Member.

D. Associate – Any active Member who ceases to own, co-own or lease a Porsche while a member in good standing, or any person, employed by a Porsche-oriented business, interested in the Club and its objectives having paid such Club dues as required.

E. Family Associate – 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.

F. Honorary – Any person who, on the affirmative vote of the regions 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 Executive Council be renewed. This membership within the Region does not translate to membership in PCA National.

G. Life – Any person who, on the affirmative vote of the PCA National Board of Directors, is deemed to have performed such extraordinary service to the Club as to warrant this singular honor. Each National President, upon termination of the President’s elected term, shall automatically be a life member without such vote. A life member shall be considered as an active member and may name a family member under (A) above.

Section 3 – Area of Membership

Memberships shall be accepted into the Club primarily from within the borders of the Club as set forth by PCA National. The Club may accept membership from outside of those borders by request.

Section 4 – National and Regional Club Membership

No active, family-active, associate, family-associate, or affiliate member may hold membership in the Eastern Buckeye Region without at the same time being a member in good standing of a National Club which are each a separate legal entity.

Section 5 – Membership Application

Applications for membership may be made either through the National Office or Eastern Buckeye Region, either of which may reject it.

Section 6 – Dues

National annual dues for the various classes of membership shall be determined from time to time by the National Board of Directors. National dues shall be collected by the National Club, which shall refund to Eastern Buckeye Region such part thereof as shall have been set by the Board of Directors. National 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 7 – Membership Year

The membership year for members in Eastern Buckeye Region shall be set forth by the National organization who will manage renewal notices. Members who do not renew shall be dropped from membership.

Section 8 – Privileges

A. All members of whatever class as defined by PCA National 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. Any member in good standing shall be entitled to hold elective office or appointive with the exceptions that:

a. Co-Members, such as an Active and Family Active or Affiliate, or an Associate and Family Associate, shall not hold elected offices concurrently.

b. The President and Vice President of the Club must be an Active or Family Active member.

C. All members in good standing may vote for officers or upon issues as presented by the Executive Council by a mailed or electronically distributed ballot, at an annual meeting, or at any special membership meeting as may be called in accordance with Article VI Section 1 and 2 of these Bylaws.

D. Only Active members and Family-Active members, in good standing, shall be eligible to hold any office or to vote at the PCA National level.

Section 9 – Suspension

Any member may be suspended by a two -thirds vote of the Board of Directors or by the National Club in accordance with its Bylaws for infractions of Regional Club or National rules or regulations or for actions inimical to the general objectives or best interests of Club or PCA. Upon written notice of such suspension, the suspended member shall be afforded reasonable opportunity to be heard, in person or through a representative, by the PCA National Board of Directors or a committee appointed by the National Executive Council for the purpose, concerning the alleged misconduct. In order to be considered valid, such appeal must be made in writing within 45 days of the written suspension notification. If the suspension was not for a stated length of time and no written appeal is tendered, the member is automatically expelled from PCA at the end of the 45-day appeal window. In the event of an appeal, the Board of Directors may thereafter continue the suspension for a definite time, lift 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.

Section 10 – Resignations

Any member may resign by addressing a letter of resignation to the Secretary of the Regional Club or to the Executive Director of the National Office. The recipient shall inform the other of the resignation. The member’s resignation shall become effective upon receipt and all Club privileges shall terminate as of that date. Resignation of an active member likewise terminates membership of his/her family or affiliate member. An active member may terminate the membership of an affiliate member named by written notification to the Executive Director of the National Office.

Section 11 – Transfers

Any member may request for transfer out of Eastern Buckeye Region to another region within the PCA. This request shall be submitted in writing to the National office.

Section 12 – Termination

An Active member or Associate member may terminate or change the Family-Active, Affiliate or Family-Associate membership by written notice to the National office.

ARTICLE V. EXECUTIVE COUNCIL AND BOARD OF DIRECTORS

Section 1 – Executive Council

The Executive Council in which the government of the Cub shall be vested shall consist of the President, the Vice President, the last Past President continuing to be an active member of the Club, the Secretary and the Treasurer. It shall be responsible for the conduct of the administrative affairs of the Club, the proper functioning of the committees, and shall insure compliance with these Bylaws. All decisions of the Executive Council shall be by a majority vote of all Executive Council members unless otherwise provided in these Bylaws. In the event of a tie the executive council will vote to either decide the issue with a single coin toss or defer the vote to the full current Board of Directors.

Section 2 – Board of Directors

The Executive Council, chairs of the standing committees and the Member at Large, if appointed, shall constitute the Board of Directors of the Club. It shall be the responsibility of the Board of Directors to determine all matters of Club policy. The Board of Directors shall insure the proper conduct of the administrative affairs of the Club by the Executive Council, the fulfillment of duties by the officers, and compliance with these Bylaws.

Section 3 – Duties

Any obligations, duties, or responsibilities not otherwise specified in these by-laws shall be considered to rest with the Executive Council.

ARTICLE VI. MEETINGS

Section 1 – Annual Meeting

An annual meeting of the members shall be held at such place and time as the Executive Council may determine and direct for the purpose of considering reports of the affairs of the Club and the transaction of such other business as may be properly brought before the membership. Notice of such annual meeting shall be sent to the membership not less than ten (10) days prior to the date of the annual meeting. Publication of the meeting date in the Club’s Official Publication, on its website, by ordinary mail, or by mail delivered electronically shall be regarded as acceptable means of such notification.

Section 2 – Member Meetings

Meetings of the members shall be held at such times and places as needed and as shall be determined by the President of the Club, by the majority of the Executive Council, or by a petition signed by 5% of the Club’s voting members. Notice of such meeting shall be given to each member of the Club not less than ten (10) days prior to the date of the meeting. Notice may be given in the same manner as in section 1 herein. Any member of the Club may request that the President call a meeting of the Club for any reason consistent with the General Purposes and Objectives of the Club.

Section 3 – Quorum

A quorum for the purpose of holding any meeting of the members of the Club shall consist of a simple majority of the voting members present.

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 – Executive Council Meeting

The Executive Council shall meet at least 6 times per year at such place and time that shall be determined by the President of the Club. Notice of such meetings shall be given to the current Board of Directors not less than seven (7) days prior to the date of the meeting.  A majority of all Executive Council members is required for the purpose of transacting such Club business as may be properly brought to their attention.

Meeting attendance may be in person or electronically.

Section 5 – Board of Directors Meeting

Meetings of the Board of Directors may be called at any time, but at least annually by the President or by majority of the Board of Directors. Each Director shall be notified of such meeting at least seven (7) days prior to the time set for the meeting. A simple majority of the Directors present is required for the purpose of transacting such Club business as may be properly brought to their attention.

Meeting attendance may be in person or electronically.

Section 6 – Voting

At all meetings of the members each member in good standing shall be entitled to one vote on any matter which may properly be brought before the members. Such vote may be by voice vote or by written ballot. A simple majority shall be required to pass any motion at any meeting, unless otherwise provided. There shall be no cumulative voting, nor shall any proxy be permitted unless permitted by the Executive Council before the commencement of the meeting.

Section 7 – Conduct of Meetings

The President of this Club, or the Vice President if ordered by the President, shall preside at all meetings and will manage the agenda, discussion and voting.

Section 8 – Minutes

Minutes of all meetings shall be recorded by the Secretary of this Club, or by such member as may be appointed by the Secretary. At each meeting, the minutes of the previous meeting shall be read or reviewed in summary unless waived by the members present.

Section 9 – Guests

Guests are permitted at all Club meetings, subject to the sound discretion of the Executive Council. Guests may be required to leave any meeting of the Club if in the sound discretion and by majority vote of the Executive Council present such guest’s presence is not conducive to the orderly conduct of the meeting.

ARTICLE VII. NOMINATIONS AND ELECTIONS

Section 1 – Nominating Committee

A. The Executive Council, by unanimous vote, shall appoint one (1) of its members from the current Board of Directors as a Chair of the Nominating Committee. The Nominating Chair must NOT be a current member of the Executive Council or a Co-Member of an Executive Council member, such as an Active and Family Active or Affiliate, or an Associate and Family Associate.

B. By the first day of May in an election year the Chair of the committee shall select three (3) Club members in good standing who are not members of the Executive Council and submit their names to the Executive Council for approval.

C. Upon a unanimous vote by the Executive Council these four (4) shall constitute the Nominating Committee.

D. The Nominating Committee shall recommend to the Executive Council at least one, preferably two, or more candidates for each elected Officer position by November 1st of the election year.

E. The Nominee for the office of President and Vice President must be an Active or Family Active member of the Club.

Section 2 – Nominations by the Members

A. All members in good standing may nominate candidates for each office. The nominee for the office of President and Vice President must be an Active or Family Active member of the Club.

B. No member may be placed on the ballot without their consent.

C. In the official publication for the Club for September of any election year, the Secretary shall cause to be published a notice of upcoming elections and instructions for members to submit nominations for the elected offices, due by November 1st.

Section 3 – Notice of Election

In the official publication for the Club for November of any election year, the Secretary shall cause to be published a notice of the names of all nominees for office and the official calendar date of the election.

Section 4 – Election

A. During the first fifteen days of November of any election year, the Secretary shall cause to be emailed to all members a notice of election and a ballot.

B. Each member is entitled to one (1) vote on any and each issue arising.

C. The ballot shall contain:

•           Names of the nominees and office

•           Instructions to vote for no more than one candidate for each officer position.

•           Space to cast vote.

•           Space provided for write-in votes.

•           Space provided for the signature of each voting member, their individual membership number, and their email address (if appropriate).

•           A statement noting the calendar date deadline for the receipt of ballots.

D. All ballots must be received by the Secretary no later than December 1st. Ballots may be mailed or sent electronically.

Section 5 – Tellers

A. On or after December 1 the Secretary and a member in good standing who is not running for office in the election, shall count and tally all ballots received by the deadline. If the active Secretary is on the ballot the Past President will substitute.

B. Ballots received after the deadline shall not be counted unless there is a tie for any of the positions. If a tie remains after all the late ballots are tallied, the Secretary (or Past President) shall flip a coin in the presence of the candidates or members present to determine a winner.

C. Written protests shall be directed to the Executive Council within 15 days of the results being announced. The Executive Council has 15 days to hear the objection and determine a resolution. The Executive Council’s decision will be final.

Section 6 – Notice of Election Results

The Secretary shall cause to be published the results of the election in the Club’s next publication of the official publication and/or on the Club’s website.

Section 7 – Duties of Newly Elected Officials

Upon tabulation of the votes the Secretary shall immediately notify the persons elected of the election results. The President-Elect shall, as soon as feasible, call a meeting of the newly constituted Executive Council for the purpose of appointment of committee members whose terms are to start at the first of the next year, 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, or electronic means.

Section 8 – Vacancies

In the event the office of the Vice President, Secretary, or Treasurer becomes vacated, the Executive Council shall make an interim appointment to the office so vacated for the balance of the unexpired term. In the event of the death, resignation, disability or disqualification of a candidate for the office of Vice President, Secretary, or Treasurer, running unopposed, or elected but not yet seated, the Executive Council shall make an interim appointment to that office for not more than one year, during which time a special election will be held to fill the office for the remainder of the term.

ARTICLE VIII. OFFICERS AND DUTIES

Section 1 – Officers

A. The elected Officers of the Club shall be the President, Vice-president, Secretary, and Treasurer, all of whom shall be members of the Executive Council and Board of Directors.

B. Their terms of office shall be two years and shall end on December 31st.

C. Their terms shall be limited to three consecutive terms.

Section 2 – Duties of the President

The duties of the president of the Club shall be:

A. To prepare the agenda for and preside at all meetings.

B. To act as ex-officio member of all standing committees and temporary committees except the Nominating Committee or as otherwise accepted herein.

C. To appoint committees necessary for the proper function of the Club.

D. To execute all documents and correspondence in the name of the Club as authorized by the Executive Council and/or the membership or to direct an appropriate agent of the Club to so execute any such document.

E. To publish in the Club’s official publication or on its website a semi-annual report on the status of the Club, its plans, and programs, policy decisions reached by the Board of Directors and other pertinent matters dealing with the affairs of the Club.

F. To call an annual meeting of the Board of Directors per calendar year.

G. The President is a voting member of the National Board of Directors and participates in all National Board of Director meetings.

Section 3 – Duties of Vice-president

The duties of the Vice-president of the Club shall be:

A. The Vice-President shall preside at meetings in the absence of the President or when ordered to do so by the President.

B. To assist the President in the conduct of the administrative affairs of the Club.

C. To perform such other duties as may be assigned by the President or by the Executive Council.

D. In case of the President’s death, resignation or disqualification, the Vice President shall become President.

Section 4 – Duties of Secretary

The duties of the Secretary of the Club shall be:

A. To record and preserve the minutes of all meetings of the membership, Executive Council, Board of Directors and of all votes cast thereat.

B. To read such minutes upon request.

C. The Secretary shall cause to be published a notice of upcoming elections, notice of election with nominees and notice of election in the Clubs official publication. The Secretary shall cause to be distributed official election ballots, to receive all ballots, count them, cause to be published the results thereof and keep them for inspection for a period of thirty (30) days after the results are announced.

D. To have custody of the Club’s non-financial records and to pass on such records to the next elected Secretary.

E. To publish in the Club’s official publications notices of proposed and adopted amendments of these Bylaws and other matters relating to the proper conduct of the Club.

F. The Secretary shall perform all duties incident to the Secretary’s office required by law.

G. To record and keep confidential all relevant non-financial account information associated with accounts created for the Club or on the Club’s behalf. This would include usernames and passwords for digital accounts such as websites, email and social media.

H. To keep record of all current Standing Committee Chairs, the Member At Large if appointed and Special Committee Chairs.

I. To keep record of all dismissals, vacancies and subsequent appointments within the Executive Council, Board of Directors, Member At Large and Special Committees.

Section 5 – Duties of the Treasurer

The duties of the Treasurer of the Club shall be:

A. To record and preserve the records and books of account reflecting the financial condition and operation of the Club.

B. To have custody of all monies, debts, obligations, and assets belonging to the Club.

C. To receive all monies of the Club and deposit them to the Club account in a bank insured by the F.D.I.C.

D. To sign all drafts on the accounts of the Club and any documents which obligate the Club.

E. To publish semi-annually in the Club’s official publication a general overview on the financial status of the Club.

F. To give a full and correct report, upon request, on the financial status of the Club at any meeting of the membership, Executive Council or Board of Directors.

G. To ensure that the financial affairs of the Club are in accordance all legal requirements for operating the Club. The Treasurer shall submit the treasurer’s books of account and records to a certified public accountant, at Club expense, as directed by the Board of Directors.

Section 6 – Bonds

The Executive Council may require such Officers to be bonded, at Club expense, as it shall deem necessary; for any amount(s) as it may deem reasonable and necessary.

Section 7 – Fiscal Year

The fiscal year of the Club shall be the calendar year.

Section 8 – Financial Accounts

The Executive Council will specify one additional Elected Officer’s name other than the Treasurer as signature authority on the Club’s accounts.

ARTICLE IX. COMMITTEES, MEMBER AT LARGE AND DUTIES

Section 1 – Standing Committees

There shall be six (6) Standing Committees of the Club, which shall report directly to the Executive Council. The six (6) Standing Committees shall be as follows:

1. Nomination Committee

2. Membership Committee

3. Activities-Performance Driving and Technical Committee

4. Activities-Social Events Committee

5. Social Media Committee

6. Official Publications Committee

Section 2 – Appointment of Standing Committee Chairs and Member At Large

A. Standing Committee Chairs and Member At Large are members in good standing which volunteer and are appointed by a majority vote of the Executive Council and may, in like manner, be dismissed by the majority vote of same, except that a unanimous vote of the Council shall be required for the appointment of the chair of the Nominating Committee and for their dismissal or replacement.

B. Any member of the Club may serve as a Chair of a Standing Committee. Members of the Executive Council may hold positions as Standing Committee chairs, except for the Nomination Committee Chair position.

C. The appointed term shall be that of the current President. There is no limit to the number of consecutive terms a Chair may serve, except for the Nomination Committee Chair position.

Section 3 – Standing Committee Chairs

A. Current Standing Committee Chairs shall serve as voting members of the Board of Directors. In the event a member of the Executive Council holds a position as a Standing Committee chair, that member shall only be entitled to a single vote as a member of the Board of Directors.

B. Standing Committee Chairs shall be responsible for the planning, coordinating and execution of their committee’s duties in conjunction with the Executive Councils guidance and approval.

C. Standing Committee Chairs may form sub-committees upon the approved request and subsequent ratification by majority vote of the Executive Council and may, in like manner, be dismissed by the majority vote of same.

D. Standing Committee Chairs shall appoint Club members to serve on their Committees subject to the ratification by majority vote of the Executive Council and may, in like manner, be dismissed by the majority vote of same.

E. Standing Committee Chairs shall preside over all meetings of their Standing Committee.

F. Standing Committee Chairs are responsible to the Executive Council and shall submit an annual written budget of all anticipated expenses and income in connection with their function.

Section 4 – Member At Large

A. The Executive Council shall determine if the appointment of a Member At Large is necessary to further the interests of the Club. Such appointments shall be by majority vote of the Executive Council and may, in like manner, be dismissed by the majority vote of the same.

B. The Member At Large, if appointed, shall have responsibilities as defined by the Executive Council at the time of appointment.

Section 5 – Special Committees

The Executive Council shall determine what special committees will serve the interests of the Club from time to time. Any such committees shall report directly to the Executive Council. The President, with the advice of the Executive Council, shall appoint the Special Committee Chair from among the Club members in good standing which volunteer for said positions. Special Committee Chairs shall appoint Club members to serve on their Committees, subject to the ratification by majority vote of the Executive Council and may, in like manner, be dismissed by the majority vote of the same.

ARTICLE X: OBLIGATIONS AND INDEBTEDNESS

Section 1 – Authority to Incur Obligations or Indebtedness

A. Only 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 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.

B. No elected officer or any other person authorized to act on behalf of the Club shall incur any obligations or indebtedness in the name of the Club in excess of the sum of $50.00 without prior approval of the majority of the Executive Council, except for the following purposes:

a. Stationery and postage for ordinary administrative use.

b. The Club President’s attendance of the Zone President’s meeting.

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 nor shall the Executive Council or the Board of Directors approve the incurring of any such obligation or indebtedness.

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 – Conflict of Interest

No Director shall engage in any transaction that could create a conflict of interest with the Club. Directors shall disclose to the Executive Council any potential conflicts between their personal interests and the Club’s. No Director shall vote on any matter in which they have a material financial interest or conflict of interest.

Section 5 – Financial Oversight

A. All Committee Chairs, Special Appointees and individual members of the Executive Council shall prepare and submit annual budgets to the Treasurer for collective review and approval by the Executive Council.

B. The Treasurer shall submit, and the Executive Council shall internally review and audit quarterly reports on the Club’s finances.

C. The Treasurer shall give a full and correct report on the financial status of the Club at any meeting of the Board of Directors.

D. The Treasurer shall cause to be published semi-annually in the Club’s official publication a general overview of the financial status of the Club.

E. The Treasurer shall submit the Club’s financial records to an independent certified public accountant, at the Club’s expense, if directed so by the Board of Directors.

ARTICLE XI Official Publication and Communication

Section 1 – Official Publication

A. The Club will publish an official publication to announce events, official notifications, stories about activities, etc.

B. The Club will have a Standing Committee Chair responsible for its publication.

Section 2 – Official Communication

A. The Clubs primary and official method of communication with the members will be specified on the Regions website.

B. The Club may augment its communication using social media, its website, mailings or any other method deemed effective for the specific purpose.

ARTICLE XII: REVIEW AND AMENDMENT OF BYLAWS

Section 1 – Review

Bylaws will be reviewed annually by the Board of Directors in January. Annual amendments to the bylaws are not required but review shall be noted by the Club secretary. At the recommendation of a majority vote of the Board of Directors a Special Committee may be appointed to revise the bylaws.

Section 2 – Amendment of Bylaws

Proposed amendments to these Bylaws may be considered upon either recommendation by a majority of the Board of Directors or by written petition signed by at least ten (10) percent of the membership. The Secretary shall prepare the suggested amendment(s) in such a manner as appropriate for incorporation in these Bylaws.

Section 3 – Posting of Proposed Amendments

The proposed amendment(s) shall be printed in the official publication of the Club or on the Club’s website within sixty (60) days thereafter, together with an explanation of the proposed amendment(s), the submission deadlines and date of which any proposed amendment(s) will be voted upon.

Section 4 – Ballots

A. Voting upon amendment(s) to the Bylaws shall be by ballot. Ballots will include space for providing the signature of each voting member, their membership number, and their email address. Ballots cast in accordance with this procedure shall be valid, and all other ballots shall be invalid.

B. Amendment(s) to these Bylaws shall be approved by the 2/3 majority of the votes cast by the membership. A 10-percent quorum of the total membership in ballots must be received if the amendment is to be passed. Members, if they so choose, can vote by mail or electronically, subject to submission deadlines and directions communicated in the official publication of the Club or on the Club’s website at the time of publication of the proposed amendment(s).

Section 5 – Tellers

The Secretary and members appointed by the President shall open, count and tally all ballots, and certify the results.

Section 6 – Notice of Vote or Referendum Results

The results shall be read into the minutes of the meeting and published in the next issue of the official publication of the Club or published on the Club’s website within seven (7) days.

ARTICLE XIII: TERM AND DISSOLUTION

Section 1: Term of The Club

The term of the Club shall be perpetual, except as provided for in section 2 of this article.

Section 2: Dissolution of The Club

A. The Club may be dissolved if it is the unanimous opinion of the Board of Directors that such action is either desirable or necessary. Bankruptcy or a merger with another organization are possible examples of reasons for dissolution.

B. Unless the dissolution is due to bankruptcy, the decision to dissolve the Club must be made at a business meeting called specifically for that purpose. The Club shall be dissolved if at least thirty five percent (35%) of the membership eligible to vote is present at the meeting and the vote to dissolve carries by seventy-five percent (75%) majority of the voting membership present at the meeting. An electronic voting procedure may be used in the event the required attendance at the business meeting cannot be achieved.

Section 3: Disposition of Assets

In the event of dissolution of the Club, the Board of Directors shall appoint a receiver who shall dispose of the Club’s assets as follows.

A. Non-member creditors of the Club shall have first claim on the Club’s assets or proceeds of the sale thereof.

B. Office holders and other members of the Club with approved and pending expense reports shall have next claim.

C. Any residual assets of a terminated Regional Club are to be transferred proportionately to adjoining Regional Clubs accepting their members.

Revised February 2020

EASTERN BUCKEYE REGION
PORSCHE CLUB OF AMERICA, INC.
BYLAWS
ARTICLE I. NAME AND PRINCIPAL OFFICE
Section 1 Name
The name of the Club shall be: Eastern Buckeye Region, Porsche Club of America, Inc.
Section 2 Principal Office
The Principal Office of the Club shall be located at the residence of its duly elected President. In the event of the President’s death, resignation, disability, or disqualification the Principal Office shall be located at the residence of the Club’s Vice-President until a new President is elected.
ARTICLE II. PURPOSE & GENERAL OBJECTIVES
Section 1 The purpose and 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. To practice and advocate the highest standards of courtesy and safety on the roads.
b. To enjoy and share the good will and fellowship engendered by owning a Porsche and to engage in such social or other events as may be agreeable to the membership.
c. To foster and encourage the highest standards of operation and performance of the Porsche marque by sharing and exchanging technical and mechanical information.
d. To provide opportunities for the Club’s membership to use their Porsches in settings which are conducive to the enjoyment of the performance capabilities of these vehicles and to become better drivers.
e. To establish and maintain mutually beneficial relationships with the Porsche Cars North America and Porsche AG (the “Porsche Works”), Porsche dealers, and independent Porsche service and parts sources to the end that the Porsche marque shall prosper..
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f. To encourage and foster the interchange of ideas and information with other Regions of the Porsche Club of America and Porsche Clubs throughout the world.
g. To establish and maintain such mutually cooperative relationships with other Sports Car Clubs as may be desirable.
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ARTICLE III. POWERS AND AUTHORITY
Section 1 Powers
The Club shall be empowered to do all things and conduct all business, not for profit, which are necessary to carry out the Purpose and General Objectives of the Club as set forth in the Certificate of Incorporation, issued under the statutes of the state of Ohio, and as are set forth in these bylaws.
ARTICLE IV. MEMBERSHIPS, MEMBERSHIP AREA, AND DUES
Section 1 Memberships
Membership in the Club shall be restricted to owners, co-owners, or lessees of Porsches vehicles who are qualified members of the Porsche Club of America.
Section 2 Classes of Membership
a. Active – Any owner, co-owner or lessee of a Porsche, acceptable to the Membership Committee, who is 18 years of age or older, having paid such National and Regional Club dues as required.
b. Family – Any member of an active member’s family who is 18 years of age or older, having paid such National and Regional Club dues as required.
c. Affiliate – Any 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 Member.
d. Associate – Any Active Member who ceases to own, co-own or lease a Porsche while a member in good standing, having paid such Club dues as required.
e. 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.
f. Provisional –Any person who qualifies for provisional membership with the National club and has paid all applicable dues or fees.
Section 3 Area of Membership
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Memberships shall be accepted primarily from the following counties of Ohio and Pennsylvania, which comprise the EASTERN BUCKEYE REGION; Carroll, Columbiana, Harrison, Holmes, Jefferson, Mahoning, Portage, Stark, Summit, Trumbull, Tuscarawas, and Wayne Counties in the State of Ohio and Lawrence and Mercer Counties in the State of Pennsylvania.
Section 4 Dues
Dues shall be set by the National Club. Annual dues for the new membership year shall be paid upon request by the National Club. Members whose dues are not paid within 45 days thereafter shall be subject to expulsion.
Section 5 Liabilities of Membership
No officer or member of this Club shall be personally liable for any of its debts, obligations, or acts. Furthermore, the Club shall indemnify and hold harmless any officer or agent of the Club from any claim made by any person or organization arising out of the actions or conduct of the officer or member in the furtherance of the General Purposes and Objectives of the Club.
ARTICLE V. MEETINGS
Section 1 Annual Meeting
An annual meeting of the members shall be held at such place and time as the Executive Council may determine and direct for the purpose of considering reports of the affairs of the Club and the transaction of such other business as may be properly brought before the membership. Notice of such annual meeting shall be given to each member of the Club not less than ten (10) days prior to the date of the annual meeting. Publication of the meeting date in the Club’s newsletter, on its website, by ordinary mail, or by mail delivered electronically shall be regarded as acceptable means of such notification.
Section 2 Member Meetings
Meetings of the members shall be held at such times and places as needed and as shall be determined by the President of the Club. Notice of such regular meeting shall be given to each member of the Club not less that ten (10) days prior to the date of the regular meeting. Notice may be given in the same manner as in section 1 herein. Any member of the Club may request that the President call a meeting of the Club for any reason consistent with the General Purposes and Objectives of the Club.
Section 3 Quorum
A quorum for the purpose of holding any meeting of the members of the Club shall consist of a simple majority of the members present who are in good standing.
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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 Executive Council Meeting
The Executive Council shall endeavor to meet monthly at such place and time that shall be determined by the President of the Club. Notice of such meetings shall be given to all members in the same manner as in section 1 herein. A simple majority of the Council members is required for the purpose of transacting such Club business as may be properly brought to their attention.
Section 5 Voting
At all meetings of the members each member in good standing shall be entitled to one vote on any matter which may properly be brought before the members. Such vote may be by voice vote or by written ballot. A simple majority shall be required to pass any motion at any meeting, unless otherwise provided. There shall be no cumulative voting, nor shall any proxy be permitted unless permitted by the Executive Council before the commencement of the meeting.
Section 6 Conduct of Meetings
The President of this Club or such other member as the President may appoint, shall preside at all meetings. Unless otherwise provided, “Roberts’ Rules of Order” shall control the manner and order of the conduct of the meeting.
Section 7 Minutes
Minutes of all meetings shall be recorded by the Secretary of this Club, or by such member as may be appointed by the Secretary. At each meeting, the minutes of the previous meeting shall be read or reviewed in summary unless waived by the members present.
Section 8 Guests
Guests are permitted at all Club meetings, subject to the sound discretion of the President or his duly appointed substitute. Guests may be required to leave any meeting of the Club if in the sound discretion of the President, or his designee, such guest’s presence is not conducive to the orderly conduct of the meeting.
ARTICLE VI. EXECUTIVE COUNCIL
Section 1 Number and qualifications
The Executive Council shall consist of the elected Officers and Committee Chairmen of the Club, all of whom must be members in good standing of the Club. The
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President may appoint one member to serve as additional council member at large at his discretion.
Section 2 Term of Office
Each member of the Executive Council shall serve for a nominal term of one (1) year, commencing upon his/her installation which shall be at the time of the annual meeting of the members as herein provided. No member of the Executive Council shall be permitted to hold more than one (1) elected office at any given time.
Section 3 Duties
Any obligations, duties, or responsibilities not otherwise specified in these by-laws shall be considered to rest with the Executive Council.
ARTICLE VII. NOMINATIONS AND ELECTIONS
Section 1 Nominations
By the first day of December, the Executive Council shall elect one (1) of its members as a Chairman of the Nominating Committee. The Chairman of the committee shall select three (3) Club members in good standing who are not members of the Executive Council and these four (4) shall constitute the Nominating Committee.
By the 20th day of December, the Chairman of said Nominating Committee shall provide the Club Secretary a slate of not less than four (4) Active or Family members in good standing willing to serve as Officers.
Section 2 Election
By the 15th day of January the Club Secretary shall prepare a ballot for voting by each member in good standing of the Club. Each ballot shall include the names of all qualified nominees and shall include not less than four (4) candidates for elective Office.
Incumbent candidates shall be so noted on the ballot and it shall carry an instruction to vote for not more than four (4) candidates. Due notice shall be given that only ballots carrying the signature of the member voting shall be considered valid for certification purposes.
Before the 30th day of January, the Secretary of the Club and at least two (2) members of the Nominating Committee not running for Office, shall open, count, and tally all valid ballots and certify the results. As soon as the count has been completed, the Secretary shall notify the Club president of the results, who shall immediately cause to be notified all successful candidates of the Fact of their election.
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Section 3 Vacancies
In the event that the office of an elected Officer or member of the Executive Council shall become vacant, the remaining members of the Executive Council shall immediately fill such vacancy with an interim appointment for the balance of the unexpired term.
ARTICLE VIII. OFFICERS AND DUTIES
Section 1 Officers
The elected Officers of the Club shall be the President, Vice-president, Secretary, and Treasurer, all of whom shall be members of the Executive Council.
Section 2 Duties of the President
The duties of the president of the Club shall be:
a. To prepare the agenda for and preside at all meetings.
b. To act as ex-officio member of all standing committees and temporary committees except the Nominating Committee or as otherwise accepted herein.
c. To appoint committees necessary for the proper function of the Club.
d. To execute all documents and correspondence in the name of the Club as authorized by the Executive Council and/or the membership or to direct an appropriate agent of the Club to so execute any such document.
e. To sign as co-signer all drafts on the accounts of the Club and any documents which obligate the Club or to direct his agent to so act.
f. To publish in the Club’s official publication or on its website a semi-annual report on the status of the Club, its plans, and programs.
Section 5 Duties of Vice-president
The duties of the Vice-president of the Club shall be:
a. To preside at meetings in the absence of the President or when ordered to do so by him.
b. To assist the president in the conduct of the administrative affairs of the Club.
c. To perform such other duties as may be assigned to him by the President or by the Executive Council.
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Section 4 Duties of Secretary
The duties of the Secretary of the Club shall be:
a. To record and preserve the minutes of all meetings of the membership and Executive Council and of all votes cast thereat.
b. To read such minutes upon request.
c. To receive all ballots, count them, cause to be published the results thereof and keep them for inspection for a period of thirty (30) days after the results are announced.
d. To have custody of the Club’s records.
a. To publish in the Club’s official publications notices of proposed and adopted amendments of these Bylaws and other matters relating to the proper conduct of the Club.
Section 5 Duties of the Treasurer
The duties of the Treasurer of the Club shall be:
a. To record and preserve the records and books of account reflecting the financial condition and operation of the Club.
b. To have custody of all monies, debts, obligations, and assets belonging to the Club.
c. To receive all monies of the Club and deposit them to the Club account in a bank insured by the F.D.I.C.
d. To sign as co-signer all drafts on the accounts of the Club and any documents which obligate the Club.
e. To publish in the Club’s official publications a semi-annual. Report on the financial status of the Club as may be requested by the President of the Club.
f. To give a full and correct report, upon request, on the financial status of the Club at any meeting of the membership or Executive Council.
g. To insure that the financial affairs of the Club are in accordance with the National Club Bylaws and all pertinent legal guidelines regarding same.
Section 6 Bonds
The Executive Council may require such Officers to be bonded, at Club expense, as it shall deem necessary; for any amount(s) as it may deem reasonable and necessary.
Section 7 Fiscal Year
The fiscal year of the Club shall be the calendar year.
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ARTICLE IX. COMMITTEES AND DUTIES
Section 1 Standing Committees
The Executive Council shall determine what committees will serve the interests of the Club from time to time. Any such committees shall report directly to the Executive Council.
The President, with the advice of the Executive Council, shall appoint the chairmen of any committees from among the Club members in good standing which volunteer for said chairmanships. The individual committee chairmen shall appoint the members of their committees from the Club membership subject to ratification by the Executive Council.
ARTICLE X. AMENDMENTS TO BY-LAWS
Section 1 Amendments to By-laws
The members of this Club may alter, amend, or suspend these Bylaws by a majority vote of the membership present and voting at the next regular meeting or special meeting called for this purpose after presentation of the suggested amendment to the Club. The Club Secretary shall be responsible for all duties concerning Bylaws amendments procedures as herein previously stated.
ARTICLE XI. ENACTING CLAUSE
Section 1 Enacting Clause
These Bylaws shall become effective upon a favorable vote by a majority of the membership present and voting at the time of its proposal to the Club members for their ratification. The Club officers shall cause them, in their final form, to be printed and a copy furnished to any Club member henceforth upon request.
(rev. WSC 2003)
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