ES
BYLAWS (effective OCTOBER
1,
1981)
Dear PCA-LA Member-Here is the draft of the revised PCA-LA Bylaws for your review. We want to you to take particular note of the major changes, which are listed below. If you have a copy of the old Bylaws, you will also notice that some sections have been consolidated and some articles have been renumbered, but these are minor changes not affecting the meaning of the Bylaws. When you have reviewed this draft, please vote on the enclosed ballot and return to us by September 15, 1981. ARTICLE ARTICLE ARTICLE ARTICLE
I Section 2 : New section to define Zone 8 II No changes III~ No changes IV Section 2 : New section on regional badge
ARTICLE V
ARTICLE Vl
Section Section Section Section Section Section
i : 2 : 6 : 2A: 3 : 4 :
Clarifies definition of "member" Defines Affiliate and Dual members Affiliate can vote and hold office 7 members on the Board ~oard positions named Term changed to 2 years Terms staggered for continuity Section 5 : Board mtgs every other month
ARTICLE VII
Duties of all Directors outlined, incl. new responsibilities Section 8 : Editor(s) of newsletter appointed Past Pres and Editor(s) nonvoting ARTICLE VIII No changes ARTICLE IX
ARTICLE X
Section 1 : Nominations clarified Section 2 : Who can vote and how ballots should be handled Section 2 : Member mtgs every other month
ARTICLE XI ARTICLE XlI ARTICLE XIII Section 2 : Section 3 :
New article on newsletter New article on obligations/debts Clarifies amending process New section of distribution of Bylaws
PORSCHE CLUB OF AMERICA LOS ANGELES REGION BYLAWS (As amended August 1981) ARTICLE I Name, Zone, and Principal Office Section I: Name The name of this Club shall be PORSCHE CLUB OF AMERICA, LOS ANGELES REGION. Section 2: Zone This Club is one Region within Zone 8, a division of the National organization, Porsche Club of America, Inc. Section 3: Principal Office The principal office of this Club shall be located at the residence of the duly elected President of this CI~, or at such place as may be designated by the Board of Directors.
ARTICLE II Compliance with Bylaws of Porsche Club of America, Inc. No rules, regulations, or amendments shall be adopted which are inconsistent with the Bylaws of the Porsche Club of America, Inc., the parent organization of this Club. ARTICLE III General Objectives The LOS ANGELES REGION (hereinafter referred to as "PCA-LA") and its Members are joined together and mutually pledged to further and promote the following: A.
The highest standards of courtesy and safety on the roads.
B.
The enjoyment and sharing of goodwill and fellowship engendered by owning a Porsche and engaging in such social or 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 information with other Porsche clubs throughout the world, and such oth~r cooperation as may be desirable.
F.
The establishment of such mutually cooperative relationships with other sports car clubs as may be desirable.
ARTICLE IV Powers and Badge Section i: Powers Subject to the Articles of Incorporation, these Bylaws, the general nonprofit law of the State of California, and all other applicable laws of the State of California, or of the United States of America, the Board of Directors of PCA-LA shall execute all corporate powers and shall conduct the business and affairs of this Club. Section 2: Badge The official Regional badge of PCA-LA shall be of a form appropriate to its theme, inscribed with the name of the Club and such other inscriptions as are appropriate. The colors shall be appropriate to the symbolic design established for the insignia.
ARTICLE V Membership, Dues, and Fees Section i: Membership A.
Any individual who meets the qualifications for Membership in the PORSC}[E CLUB OF AMERICA (hereinafter referred to as "PCA"), shall be eligible for Membership in this Club.
B.
The Board of Directors is empowered to establish criteria for Membership with respect to new Members and/or Members transferring to PCA-LA from other Regions.
Section 2: Classes of Membership T~ere shall be five (5) classes of Membership: Active, Affiliate, Associate, Honorary, and Dual. For purposes of reference hereinafter, Active, Family Active, and Affiliate Members shall be collectively referred to as "Regular Members." A.
ACTIVE. Any owner, co-owner, or lessee of a Porsche, acceptable to the Board of Directors of PCA-LA, who is 18 years of age or older, having paid such National and Regional dues and fees as required. A Family Active Member may be included at the request of the Active Member. A Family Active Member is herein defined as one (I) other person of the Active Member’s immediate family (restricted to wife, husband, sister, brother, daughter, son, mother, or father) who is 18 years of age or older, whether otherwise qualified for active Membership or not.
B.
AFFILIATE. A 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 Active Member.
C.
ASSOCIATE.
Any Active Member who ceases to o~n,
co-own,
or lease a Porsche while in good standing, or any person, employed by a Porsche-oriented business, interested in the organization and its objectives, having paid all National and Reglonal dues and fees as required. A person of the Associate Hember~s
family who has been a Family Active
Hember, as provided in (A~ above, may continue as a Family Associate Hember. Associate Hemberships may be renewed only once with the approval of the Board of Directors. D.
HONORARY.
Any person who, on the affirmative vote of
three-fourths of the Board of Directors, is deemed to merit recognition for outstanding interest in or service to PCA-IA. Such Hembership may be renewed on an annual basis by the Board of Directors. £.
DUAL.
A Hember in good standing of another PCA Region
who pays an annual fee se~ by the Board of Directors may apply for Dual Member status. ~ew classes of Membership, as may be establ±shed by PCA, may be added by a majority vote of the Board of Directors. Section 3:
HeJabership Applicat±ons
Applications for Hembership shall be made upon such forms as prescribed by PCA, and shall be accompanied by payment of appropriate dues and fees, Section ~:
or evidence of such paymen~ from PCA.
Dues
Dues are set by PCA and include an amoun~ returnable to PCA-LA. Fees and assessments by PCA-LA shall be established by the Board of Directors and approved by a uwo-thirds majority vote of the Regular He~bers who cast a ballot by mail. Section 5: Membership Year &.
The Membership year shall begin wi~h uhe date of acceptance of the original Hembership application and shall terminate on the Ias~ day of uhe month one ~1) calendar year later.
B.
Dues
for renewal of Hembership shall be due and payable in
manner consistent with the requirements of PCA. Members who are in arrears for more than sixty ~60~ days shall be automatically dropped from Hembership, and may be required pay a p~nalty fee before being restored to good s~anding. The amount of any penalty fee shall be determined by the Board of Directors. Section 6: A.
Privileges of Members
Members
in good standing shall be entitled uo all ~he
privileges of PCA-LA, except that only Active, Family Active, and Affiliate Hembers shall be entitled to vote or ro hold elective office within the Club. B.
In ~he even~ of dissolution of PCA-LA, afuer the payment of all liabilities, any remaining assets shall be divided among the Active Hembers in good standing. ~o other class
of Membership shall have property rights upon dissolution. Section 7: Termination of Membership Membership in PCA-LA may be terminated in one of the following ways: A.
Resignation, which shall become effective upon submission of a letter of resignation to the Secretary of PCA-LA, with forfeit of all dues and fees, privileges and rights associated with PCA-LA Membership.
B.
Suspension by a two-thirds vote of the Board of Directors of either PCA or PCA-LA, for infractions of National or Regional rules or regulations, or for actions contrary 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 opporttunity to present to the Board evidence pertaining to the a11eged misconduct. The Board of Directors may thereafter continue the suspension for a definite time, end the suspension, or expel the Member. The Member may appeal the decision of the Board to the Club Membership at any Annual Meeting, or Special Meeting called for that purpose. (See Article X).
C.
Transfer to another Region of PCA, requested in writing to the Secretary of PCA-LA.
D.
An Active Member may terminate the Membership of an Affiliate Member by written notlfica~ion to the Membership Director.
Section 8: Liabilities of Membership" No Director or Member of PCA-LA shall be personally liable for any of the Region’s debts, obligations, or acts, except as specifically required by law or by other sections of these Bylaws. ARTICLE VI Board of Directors Section I: Powers The elected Board of Directors shall constitute the officials of PCA-LA. The Board shall be responsible for determining all matters of Club policy not otherwise determined by the Regular Members at Annual or Special Meetings. The Board shall insure the proper conduct of the administrative affairs of the Club, the fulfillment of duties by its Officers, and compliance with these Bylaws, the Articles of Incorporation of PCA-LA, and the Bylaws of PCA. Section 2: Number and Qualifications A.
The Board of Directors shall consist of seven (7) elected Regular Members in good standing, and those nonvoting Directors as provided in Article VII, Section 8.
B.
The President of the Club shall have previously served as a Director, or his nomination shall be approved by two-thirds of the Board of Directors.
Section 3: Positions The voting Directors’ positions shall be President, Vice President, Secretary, Treasurer, Membership, Technical, and Activities. Section 4: Term of Office A.
The term of office for each elected Director shall be two (2) years, beginning 1 January and ending 31 December two (2) years later.
B.
To provide continuity, the terms of the Directors shall be staggered in the followiaE manner: the President, Secretary, Membership and Activities Directors shall run for election in even-numbered years; the Vice President, Treasurer, and Technical Director shall run for election in odd-numbered years, in accordance with the provisions in Article IX.
C.
A Member appointed to fill a vacancy on the Board shall serve only the unexpired term of the Director that he replaced.
D.
No Director shall be eligible tO serve more than two (2) consecutive elected terms in the same office.
E.
No Director may hold more than one office at any time.
Section 5: Board Meetings A.
ReEular meetings of the Board of Directors shall be held at least once every two (2) months, at such time and place as may be convenient for the Directors. The first meeting of each year shall occur in the month of January.
B.
In November or December prior to the first meeting of the year, a combined meeting of the outgoing and incoming elected Board members shall be held for the purpose of transferring records and discussing pending business.
C.
Special meetings of the Directors may be called at any time by the President or by a majority of the Directors. Each Director shall be notified of such meeting at least forty-eight (48) hours prior to the time set.
D.
At any meeting of the Board of Directors, four (4) elected Directors shall constitute a quorum for the transaction of business. There shall be no proxy voting by any Director.
Section 6: Removal from Office A.
A Director may be removed from office by the affirmative vote of two-thirds of the Board of Directors, less the Director in question. A call for removal shall be by petition of not less than forty (AO) Regular Members in good standing, or by petition of not less than three (3) Directors, or by the Presiden~ acting alone.
B.
If a Director is absen~ from meetings of the Board for three (3) successive meetings, or if a Director shall
move his residence beyond the borders of the Region to the extent that his ability to perform his duties is impaired in the judgment of the Board, a majority of the Board of Directors present at any meeting of the Board
may disqualify said Director and declare his seat vacant. C.
Removal from the Board of Directors shall not constitute suspension from Membership in PCA-LA. If suspension from Membership is considered by the Board of Directors to be essential to the best interests of the Club, the Board must proceed as stipulated in Article V, Section 7.
Section 7: Vacancies A.
A vacancy shall exist on the Board of Directors upon the death, suspension, resignat’ion, or termination of a Director. Vacancies shall be filled by the election of a Regular Member as Director by a majority of the remaining members of the Board at its next succeeding meeting. A Director so elected shall hold office until the term of his predecessor expires. ARTICLE VII Director’s Duties
Section 1: Duties of the President The President of PCA-LA shall A.
Prepare the agenda for and preside at all meetings of the Board of Directors and all meetings of Members.
B.
Serve as Chief Executive Officer of the Club, and execute all documents and correspondence in the name of PCA-LA, as authorized by the Board of Directors and/or the Membership.
C.
In the absence of the Treasurer, sign all drafts upon the accounts of PCA-LA and all documents financially obligating the organization.
D.
Prepare a monthly column for the Club newsletter, (hereinafter referred to as "PORSCHERAMA"), addressing items of general Club interest.
Section 2: Duties of the Vice President The Vice President of the organization shall A.
Preside at meetings in the absence of the President, or when ordered to do so by the President.
B.
Assist the President in the conduct of the affairs of the organization, and perform such other duties as may be assigned to him by the President or the Board of Directors.
C.
With the approval of the Board of Directors, plan and make arrangements for the Membership meetings.
D.
In the event of the death, disability, resignation, or
disqualification of the President, perform the duties of the President until such time as the President resumes his position or until the vacancy has been filled. E.
Section
Prepare a monthly column for PORSCHERAMA to report on the precedinEmonth’s Membership meetinE, and to promote future meetinEs. 3:
Duties of the Secretary
The Secretary of
PCA-LA shall
Record and preserve the minutes of the meetinEs of the Board of Directors, and present such minutes at the request of the President or any of the Directors. B.
Record and preserve the minutes of all Membership meetinKs, and present such minutes on demand. The Secretary shall also make such minutes available to the edltor(s) of PORSCHERAMA each month for publication.
C.
Prepare and transmit all correspondence related to Club activities and business, as directed by the President or any other Director.
D.
Record all participation and competition points, and maintain such other records as deemed appropriate by the Board. Such records shall be made available for quarterly publication in PORSCHERAMA.
E.
Perform all other duties appropriate to the office, as assigned by the Board of Directors, or as stated in these Bylaws.
Section 4: Duties of the Treasurer
The Treasurer of PCA-LA shall A.
Keep records and books of account reflecting the financial condition and operation of ~he Club.
B.
SiEn all drafts and checks upon the accounts of the Club and all documents financially obligating the organization.
C.
Receive all monies paid to the orEanization and deposit same to its credit with the bank approved by ~he Board of Directors.
D.
Insure strict compliance with these Bylaws in a11 matters pertaininE ~o the financial affairs of the Club.
E.
Prepare a year-end financial statement to be published in PORSCHERAMA no later than three (3) months followlnE the end of the calendar year.
F.
Furnish to the auditor desiEnered by the Board of Directors all financial reports and/or books and statements as provided in the Bylaws.
Section 5: Duties of ~he Membership Director
The Membership Director of PCA-LA shall A.
Maintain a current roster of a11 Club Members, and prepare monthly updates to said roster.
B.
Actively seek new Members for the Club, distribute application blanks to prospective Members, and process and record said applications and all necessary Membership information.
C.
Assist in the planninE of quarterly New Member Meetings to acquaint new Hembers wi~h the workings of PCA-L~.
D.
Prepare a monthly column for PORSCH]IRAHA, introducing and welcoming new Members and transfers to the Club.
Section
6:
Duties of the Technical Director
The Technical Director for PCA-LA shall A.
Plan and organize a minimum of four (4) technically related meetings for the Club Membership, with the assistance and suggestions of the Board and the Membership.
B.
Write, or cause to be written, a minimuL of four (4) technically rela~ed articles for PORSCHERAI4_~.
C.
Arrange for technical inspection of vehicles for all speed events.
D,.
Keep the Club Membership up-to-date on new technical advances relating to the marque or to sports cars in general.
Section 7: Duties of the Activities Director The Activities Director of PCA-LA shall A.
Develop a suitable schedule of competitive events which wall provide a broad range of experience for all Club Members. These events shall include, but no~ be limlted to, rallys, concours events, time trials, autocrosses, and other events deemed to be of a nature appropriate ~o the Club.
B.
Schedule events, with the assistance of the Board, and keepinE in mind the event schedule for Zone 8. Appoint at least three (3) Event Series Chairpersons to assist him in his duties, said Chairpersons to be individually responsible for Club rallys, concours, and speed events.
D.
Assist the Event Series Chairpersons in obtaining individual chairpersons for events, and assist in obtaining sites for these evenEs. Insure that publicity notices are prepared and released at lease one ~I) month in advance of a Club competitive event. Said releases must be in the hands of the editorCs)
of PORSC~I~ two (2) months prior to an event to insure publication. F.
Insure the procurement of competition awards for Club events.
G.
Work closely with theVice President to insure accurate and sensible maintenance of the PCA-L~ calendar.
H.
Prepare a monthly column for PORSCHERAH~ concerning past and future Club events and activities.
Section 8: Nonvoting Directors A.
The last Past President of the Club, who continues as a Regular Member, shall be invited and encouraged to continue in an advisory capacity to the Board until succeeded by the next Past President.
B.
The editor(s) of PORSCH~RAMA, as discussed in Article XI, shall be appointed from the Membership by the Board of Directors, in even-numbered years, to serve one year term. If two or more editors serve concurrently, at least one (I) editor shall serve in the next succeeding term to maintain continuity in the publication. ARTICLE VIII Committees
Special
Section i: Appointments There shall be as many Special Committees appointed as required to carry out the activities and objectives of the Club. Any Member of the Club may be appointed chairperson of a Special Committee by any Director, subject to the approval of the Board. Section 2: Duties and Responsibilities Special Committee Chairpersons are responsible to their appointing Director and shall submit to such Director a written budget of all anticipated expenses and income in connection with their function. Section 3: Recall A Special Committee Chairperson may be removed at any time by a majority vote of the Board of Directors. ARTICLE IX Elections Section I: Nominations A.
Not later than 15 August of each year, the Board of Directors shall elect from amonE its members a Director who shall serve as Chairperson of the NominatinE Committee, and who may, in turn, appoint up to four (&) Regular Members in good suanding, other than Directors, to serve on this Committee, upon ratification by the Board. The Committee shall review ~he Membership roster and interview Regular Members for ~he purpose of composing a slate of nominees for the
individual positions on the Board of Directors. Said slate shall consist of at least as many nominees as Directors to be elected~ and shall be presenEed to ~he Members a~ ~he October Membership meeting, and ~o ~he Secretary of ~he Club for the preparation of ballo~s. B.
A~ the October Membership meeting, nominations of Regular Members will be accepted from the floor, but only wi~h the permission of the nominated Member.
Section 2: Ballots Voting shall be by secret ballot. B.
The Secretary of the Club shall prepare and mail one (i) ballot ~o each Active Member in good s~andinE no la~er ~han fifteen (15) days after the October Membership meeting.
C.
Family Active and Affiliate Members may request individual ballots from the Secretary of ~he Club. The Secretary shall verify the Hembership status of each person before responding to the request.
D.
The ballot shall contain I. The names of all qualified nominees, indicating incumbents. 2. Instructions to vo~e for no more than one (~) candidate for each Board position. 3. Space provided for write-in votes. A. The postmark date after which returned ballots will be considered invalid. 5. The address of the Secretary to whom all ballots shall be returned.
E.
The Secretary shall collect the returned ballots, which shall remain unopened until a specified day, on or before December 1 of each year, when the Secretary and ar least ~wo (2) members of ~he NominatinE Committee not running for office shall open, count, and ~ally all ballots, and certify the resul~s. ~4hen the results are cer~ifled, the Secretary shall notify the President, who shall give notice of the election results to all Members through PORSCHERAMA and at the Annual ~eetinE. ARTICLE X Meetin&s of Hembers
Section 1: Annual Meeting An Annual Meeting of the Membership shall be held during the month of
December, at such time and place as considered appropriate by the Board of Directors, for the purpose of installinE ~he newly elected Directors of the Board, and transacting such Club business as the may be deemed necessary and befitting the final meeting of the year.
Section 2: Regular Meetings Regular Meetings of the Membership shall be held at least once every two (2) months~ at such time and place as ~he Board of Directors may determine and cause to be announced to the Membership. A majority of the Board of Directors may determine that more frequent Regular Meetings of the Membership are necessary and/or appropriate. Section 3: Special Meetings Special Meetings of the Membership may be called by the President, or by the majority of the Board of Directors, or by any twenty-five (25) Active Members in good standing. Section A: Notice of Meetings A.
For Annual and Special Meetings of the Membership, a notice stating the time, place, date, and purpose of the meeting shall be mailed by the Secretary of the Club to the Membership no~ less than seven (7) days prior to such meetings.
B.
Notices of Regular Meetings of the Membership and meetings of the Board of Directors shall be published in PORSCHERAMA at least one (I) month prior to said meetings.
Section 5: Quorum for Meetings At any meeting of the Membership, a quorum shall consist of ten percent (I0%)~ not to exceed forty (A0), of the total Active Members 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 5: Conduct of Meetings The President, or such other member of the Board of Directors as nhe President may appoint, shall preside at all meetings. An exception may be in the case of a Special Meeting called by the Membership. Unless otherwise provided in these Bylaws, Robert’s Rules of Order in its most recent edition shall be the rules for conduct of all meetings. Section 7: Minutes Minutes of all business meetings shall be recorded by the Secretary, or by such person as may be appointed by the Board of Directors for that purpose. At the Annual and each Regular Meeting, the minutes of all previous meetings shall be present and available for inspection by any Member. The readinE of minutes of meetings shall not be required unless voted for by a majority of Regular Members present and voting. Section 8: Guests Guests shall be permitted an all Annual and Regular Meetings, unless a closed meeting is declared by a majority vote of the Board of Direcnors. ARTICLE Official Publication
Section 1: Name The name of the official publication of PCA-LA shall be PORSCHERAMA. Section 2: Circulation PORSCHERAMA shall be published and distributed monthly to each Member and to such others as approved by the Board of Directors. Section 3: Editor(s) The editor(s) shall be appointed by the Board of Directors and shall serve as nonvoting member(s) of such Board for a period of two (2) years. ARTICLE XII Obligations and Indebtedness Section i: Authority to Incur Obligations or Indebtedness A.
Only the Board of Directors or persons authorized by ~he Board to act on behalf of PCA-LA shall incur any obligation or indebtedness in the name of PCA-LA. 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 atEach to or be incurred by any Member or Director of PCA-IA by reason of any such corporate obligation or liability.
B.
No Director or any other person authorized to act on behalf of PCA-IA shall incur any obligation or indebtedness in the name of PCA-LA in excess of $50.00 without prior approval of a majority of the Board of Directors, except for the following purposes: i. Printing, mailing, and postage expenses of PORSCHERAMA. 2. Stationery and postage for regular administrative Club use.
Section 2: Unauthorized Obligations No Director or any person authorized on behalf of PCA-IA shall incur any obligation or indebtedness in the name of PCA-LA which is not for
the general benefit of the entire ~embership of PCA-LA, nor shall the Board of Directors approve the incurring of any such obligation or indebtedness. Section 3: Personal Liability for Unauthorized Indebtedness The incurring of any obligation or indebtedness in the name of PCA-LA by any Director or Member in contravention of these Bylaws shall be considered beyond the scope of authority of such Director or Member. The person or persons responsible for such act or acts shall be personally liable, individually or collectively, to PCA-LA in an amount equal to the obligation or indebtedness which PCA-LA may be required to pay.
ARTICLE XIII Bylaw Amendments and Distribution Section i: Proposed Amendments or Revisions Proposed amendments or revisions (hereinafter referred to as "chartres") to these Bylaws may be considered at any time upon either recommendation by a majority of the Board of Directors, or by a written petition siEned by at least twenty-five (25) Active Members in good standing. The Secretary shall prepare the suggested change(s) in such manner as appropriate for incorporation in ~hese Bylaws. Section 2: Approval of Proposed Amendments or Revisions A.
The essence of the proposed change(s) shall be printed in the ensuinE issue of PORSCHERAHA, together with an explanation of said change(s).
B.
Within one (I) month of the date the proposed change(s) are received by the Secretary of the Club, the Secretary shall prepare a copy of each Article containing proposed change(s) and mail these copies to all Active Members for their review, and approval or rejection by referendum. If the change(s) involve the Bylaws as a whole, the Board of Directors shall instruct the Secretary to prepare copies of the complete set of revised Bylaws for distribution to all Active MeMbers for a referendum.
C.
The proposed Bylaw change(s) shall be accompanied by a ballot. Such ballot shall clearly state the nature of the change(s) to be voted on, and the date by which the returned ballot must be postmarked, said date to he approximately fifteen (15) days after the mailing dare.
D.
Within seven (7) days of the postmark date, the Secretary and two (2) Regular Members appointed by the President shall open, count, and tally all ballots, and certify the results.
E.
To be incorporated in these Bylaws, the proposed change(s) must he accepted by a simple majority of the Active Members who cast a ballot by mail. The results of the referendum shall be read into the minutes of the next meeting of the Board of Directors, and published in the ensuing issue of
PORSCHERAHA. Section 3: Distribution of Bylaws A.
All new Members of PCA-LA shall receive a copy of the most current seu of Bylaws no later ~han one (i) ~onth after becoming a Member of the Club.
B.
A new copy of the complete set of PCA-LA Bylaws shall be distributed to all Members no later than two (2) months after Bylaw changes have been voted on and accepted by the Membership.