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Red River Region of the Porsche Club of America
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CONSTITUTION AND BYLAWS Red River Region Porsche Club of America, Inc.
PART A – CONSTITUTION
ARTICLE I. Name and Headquarters
The name of the Club shall be the “Red River Region, Porsche Club of America, Inc.”, hereinafter referred to as “the Club” or “Club”. Its principal office shall be at the residence of its duly elected President.
ARTICLE II. Objectives
The members of this Club are joined together and are mutually pledged to the furtherance and promotion of the following:
- The highest standards of courtesy and safety on the roads.
- The enjoyment and sharing of good will and fellowship engendered by owning a Porsche automobile and engaging in such social and other events as may be agreeable to the membership.
- The maintenance of the highest standards of operation and performance of the Porsche marque by sharing and exchanging technical and mechanical information.
- The establishment and maintenance of mutually beneficial relationships with the Porsche works, Porsche dealers and service sources to the end that the marque shall prosper and continue to enjoy its unique leadership and position in sports car history.
- The interchange of ideas and suggestions with other Porsche Clubs throughout the world and in such cooperation as may be mutually desirable.
- The establishment of such mutually cooperative relationships as may be desirable with other sports car Clubs.
- Charitable events, activities and organizations which promote the objectives of the Club.
ARTICLE III. Policy
- This Club shall be politically non-partisan.
- 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.
- 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
- Any Porsche owner, lessee, or co-owner is eligible for membership as prescribed in the Bylaws.
- In accordance with the Bylaws, membership of any member may be revoked or suspended for conduct inconsistent with the objectives or the policies of the Club, or prejudicial to the good order and repute of the Club.
- All members must be members in good standing in the Porsche Club of America, Inc.
ARTICLE V. Officers and Elections
- The leadership of the Red River Region, Porsche Club of America, Inc, shall be vested in its President, Vice President, Secretary and Treasurer. These shall constitute the Board of Directors with the immediate past President serving as an ex-officio and voting member.
- Only Active Members and Family-Active Members may hold office at the Board or Chairperson level. If the immediate Past President is elected as an officer other than Past President, the Past President position shall be filled by the next immediate Past President who is still active in the Club.
- Members of the Board of Directors shall hold office for the term(s) as defined in Article V(i) of the Bylaws.
- Results of the elections shall be announced at the Annual Meeting of the Club. Publication in the Club newsletter or notification via electronic means of the time and place of the Annual Meeting at least 30 days prior to such meeting shall be deemed sufficient notice to the membership.
- In the event that any officer is unable to complete the prescribed term in office, the following succession will prevail: for President, Vice President will succeed. Any office, other than that of the President which becomes vacant between elections, will be filled by presidential appointment with the advice and consent of the Board of Directors. The successor of the partial term shall complete the remainder of the originally elected term. This partial term shall not count towards the consecutive term limitation provided for in Article V(i).
- All meetings for the conduct of Club business shall be conducted with usual parliamentary procedures as specified in Roberts Rules of Orders.
ARTICLE VI. Amendments
This Constitution may be amended as prescribed in the Bylaws.
PART B – BYLAWS
ARTICLE I. Membership
- Active Members: Any person 18 years of age or older who owns, co-owns or leases as Porsche may become a member of the Red River Region, Porsche Club of America, Inc., provided that person is also a member in good standing of the Porsche Club of America, Inc.
- Family Active Member: If requested by the Active Member, membership may include one other person of the Active Member’s immediate family, also 18 years of age or older, restricted to spouse, sibling, child, or parent, whether otherwise qualified for active membership by ownership of a Porsche or not.
- Honorary Members: Any person, who merits recognition for outstanding interest 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.
- Lifetime Membership: Any person who is deemed to have performed extraordinary service to the Club may be so honored by a two-thirds vote by the Board of Directors. Lifetime Membership shall accord such as long as the designated Lifetime Member shall maintain membership in good standing with the Porsche Club of America, Inc.
- Affiliate Membership: Any person 18 years of age or older named by the Active Member in lieu of naming a Family Active Member.
- 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 having paid PCA and Club dues and fees as required.
- Termination of Membership or Expulsion: A membership can be terminated by a two-thirds vote of the Board of Directors for documented infractions of National or Regional rules or regulations, or for actions inimical to the general objectives and or best interests of the National or Regional Club. Upon written notice of termination, the affected member will have 60 days to give notice of appeal to the Board of Directors. Upon such notice, the Board of Directors will advise the membership through written communication of the appeal. The appeal shall be heard at either a regular meeting or an officially called special meeting taking place within 60 days of the appeal notice. The Club may thereafter uphold the decision of the Board of Directors to expel the member or may vote to overturn the termination with a majority vote of the Active Members (excluding Family Active Members) in attendance. Termination of an Active Member will also terminate the membership of any Family Active Member or Affiliate Member whose membership is associated with the terminated Active Member. An expelled or terminated member of the Red River Region will not be allowed to attend or participate in any Red River Region Club meetings, activities or events. The affected member shall have the right to appeal the Club action to the National Club in accordance with the National Club Bylaws. Termination of any Family Active Member or Affiliate Member does not affect the membership status of the associated Active Member.
- Suspension of Membership: A membership can be suspended by a two-thirds vote of the Board of Directors for documented infractions of National or Regional rules or regulations, or for actions inimical to the general objectives and or best interests of the National or Regional Club. The length of suspension is at the discretion of the Board of Directors and may range from 3 months to 2 years. Upon written notice of suspension, the affected member will have 60 days to give notice of appeal to the Board of Directors. Upon such notice, the Board of Directors will advise the membership through communication of the appeal. The appeal shall be heard at either a regular meeting or an officially called special meeting that is to take place within 60 days of the appeal notice. The Club may thereafter continue the suspension for a definite period of time, terminate the suspension or choose to terminate the membership by a majority vote of the active members in attendance, and its decision is final. Suspension of an Active Member will also suspend the membership of any Family Active Member or Affiliate Member whose membership is associated with the suspended Active Member. Affected members will not be allowed to attend or participate in any Red River Region Club meetings, activities or events. The affected member shall have the right to appeal the Club action to the National Club in accordance with the National Club Bylaws. Suspension of any Family Active Member or Affiliate Member does not affect the membership status of the associated Active Member. A suspension shall remain in force awaiting the conclusion of the appeal process.
ARTICLE II. Officers Duties and Committees
- Officers: The officers of the Red River Region, Porsche Club of America, Inc., shall be as defined in Article V(a) of the Constitution.
- Duties and Responsibilities: The duties and responsibilities of the officers shall be as follows:
- The Past President shall assist and advise the President and Vice President as necessary; act as mediator or arbitrator should the Board of Directors be unable to resolve an issue in the normal course of events, and oversee matters relating to the Region’s constitution.
- The President shall preside at all meetings of the Club and of the Directors; supervise the other officers in the execution of their duties, and be responsible for filing the annual Regional report to the Porsche Club of America Inc.
- The Vice President shall carry out the duties of the President during the President’s absence and perform other duties as requested by the President or the Board. The Vice President shall also oversee the regular publication of a Club newsletter.
- The Secretary shall conduct the correspondence of the Club; issue notices of meetings of the Club and Directors; keep minutes of all meetings of the Club and Directors; have custody of all records and documents of the Club, except those required to be kept by the Treasurer; maintain the register of Members; and perform other duties as requested by the President or the Board.
- The Treasurer shall cause to be kept such financial records, including books of account as are necessary; render financial statements to the Directors, members and others as required; and perform other duties as requested by the President or the Board. If necessary, the Treasurer shall also be responsible for preparing and filing any tax returns.
- Committees and Appointees: Committees and Appointees are necessary for the performance of the Clubs business and shall be established by the President. The President, with the advice and consent of the Board of Directors, shall appoint the Committee Chairpersons and Appointees. The Chairpersons and Appointees shall report to the Board through a member of the Board. Such assignments shall be on a case by case basis depending upon the interests and workload of the individual board members.
ARTICLE III. Accounts
- Fiscal Year: The fiscal year of the Red River Region Porsche Club of America Inc., shall begin on the first day of January each year and shall terminate on the following 31st day of December.
- Books of Record: The books of record shall be properly maintained by the Treasurer to reflect financial receipts, disbursements, balances and assets of the Club.
- Annual Statement: The Treasurer shall prepare an income statement annually showing the opening balance, expenses, incomes, and closing balance of the Regions accounts.
- Audit: The books of the Club and the annual income statement shall be audited annually by a Committee or person appointed by the President with the advice and consent of the Board of Directors, or by an independent professional accountant if the Board of Directors so request. This shall be at the expense of the Club.
- Surplus Funds: Only a reasonable and necessary amount of funds shall be accumulated in the Club treasury consistent with Provincial and Federal governing laws in the sole discretion of the Board of Directors. In the event of a surplus of funds, the Board of Directors with, in accordance with allowable and non-allowable expenses, determine a sensible method of using these funds in a manner that is in the best interests of the Region and its members.
ARTICLE IV. Meetings
- Regular Meetings: The President will hold regular meetings every month, at a place and time determined by the President. A quorum is twenty members including at least two members of the Board.
- Annual General Meeting: The annual general meeting shall be held concurrent with the regular meeting in the month of December of each calendar year. A quorum is twenty members present including at least two members of the Board. No business, other than the election of a Chairman and the adjournment or termination of the meeting, shall be conducted at a general meeting at a time when a quorum is not present. If at any time during a general meeting there ceases to be a quorum present, business then in progress shall be suspended until there is a quorum present or until the meeting is adjourned or terminated. If within thirty minutes from the time appointed for the annual general meeting a quorum is not present, the meeting shall be terminated and stand adjourned until the regular meeting of the next month, and if, at the reconvened meeting, a quorum is not present within thirty minutes from the time appointed for the meeting, the members then present, shall constitute a quorum.
- Special Meetings, Events, Etc.: The details of special meetings, events, etc. shall be notified to the membership by the Regions newsletter, Canada Post, Fax, e-mail and or telephone, as appropriate to the event and the time available for notification. d. Board Meetings: All board meetings shall be held in executive session. There shall be no less than six board meetings in one calendar year; however, the President reserves the right to call board meetings as needed. Any board meeting may proceed at the discretion of the President with three board members present, provided that a reasonable attempt has been made to schedule the meeting to include all five board members. The details of board meetings shall be notified to the board members by the Regions newsletter, Canada Post, Fax, E-mail and or telephone, as appropriate to the event and the time available for notification. Board members may be allowed to participate by telephone and vote by e-mail. A quorum for a board meeting shall be three members.
ARTICLE V. Elections
- Nominating Committee: Three or more Active Members not seeking election, appointed by the Board of Directors each year, shall constitute the nominating committee responsible for nominating a slate of board members to serve the following year. The nominating committee shall be appointed no later than the close of proceedings of the October monthly meeting of the membership. The nominating committee may not nominate the same person for more than one position.
- Report: The nominating committee report shall be presented at the November monthly meeting of the membership.
- Additional Nominations: Additional nominations may be made by the membership and shall be received by the nominating committee prior to adjournment of proceedings of the November monthly meeting of the membership. Those nominated shall be proposed by an Active Member and seconded by an Active Member.
- Ballot: An election ballot shall be mailed to each Active Member not later than twenty one days prior to the annual meeting of the membership. Ballots will be sent to the Active Member only, with a space for the vote of the Family Active Member. Only votes from Active Members in good standing and the Family Active Members as shown on the PCA records on the first day of December will be counted. All others will be disqualified. In the event that there are no contested positions, (all are filled by acclimation), the balloting process shall be waived.
- Candidates: For the information of the members, and at the option of the candidate, a summary of PCA activity, qualifications, and general information, written by each candidate, and not exceeding 250 words, shall be included with the mailing of the ballot.
- Presidential Candidates: Candidates for the position of President must have held a position on the Board for no less than ten calendar months, during the current, or immediately previous, calendar years.
- Ballot Committee: An Election Chairman appointment 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. Any candidate for a contested position may not serve on the Ballot Committee.
- Balloting: Signed ballots shall be returned by mail, fax or in person to be in the possession of the Election Chairman no later than 8:00 pm on the evening of the annual meeting. Votes will then be counted at the meeting and the result announced.
- Term of Office: The term of office for each board member shall be one year. No person may serve more than four consecutive terms in the same position. The Past President shall remain in office until such time as a new President is elected, where upon the outgoing President shall assume the position of Past President and the incumbent Past President will be displaced.
ARTICLE VI. Amendments
- Constitution: Notice of proposed amendments to the Constitution must be distributed in writing to the membership thirty days prior to the meeting for the purpose of voting on such amendments. Notifications via electronic means shall be permitted. The Constitution may be amended by a majority of those Active Members assembled at the regular meeting where the vote is taken. Written proxies, delivered to a member of the Board before the vote is tallied at the meeting, shall be included.
- Bylaws: Notice of proposed amendments to the Bylaws must be distributed in writing to the membership thirty days prior to the meeting for the purpose of voting on such amendments. Notifications via electronic means shall be permitted. The Bylaws may be amended by a majority of those Active Members assembled at the regular meeting where the vote is taken. Written proxies, delivered to a member of the Board before the vote is tallied at the meeting, shall be included.
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