Porscherama 1969 BYLAWS

BYLAWS 1969 Porsche Club of America Los Angeles Region

BYLAWS OF PORSCBE CLUB OF AMERICA~ LOS ANGELES REGION ARTICLE I NAME AND PRINCIPAL OFFICE Section i:

Name

The name of this Club shall be: Angeles Region.

Section 2:

Porsche Club Of America, Los

Principal Office

The Prlnclpal Office of this Club shall be located at the of his successor, Or at such other place as may be designated by the Board of Directors.

ARTICLE II COMPLIANCE WITH BYLAWS OF PORSCHE CLUB OF AMERICA NO rules, regulations, or amendments shall be adopted which are inconsistent with the Bylaws of Porsche Club of America, Inc., the parent organization of this Club.

ARTICLE III GENERAL OBJECTI~ Section l:

General Objectives

The 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.

The highest standards of courtesy and safety on the roads.

B.

The enjoyment and sharing of good will and fellowship engendered by owning a Porsche and engaging i~ auch social and 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 mechsnlcal 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 Interehang@ of ideas and suggestions with other Porsehe Clubs throughout the world and in such cooperation as may be desirable.

ARTICLE IV POWERS AND BADGE

Seetlon i:

Powers

This Club shall be empowered to do all business, not for profit, necessary to objectives of the Club as set forth in eo~oratlon, issued under the Statutes fornla, and in these Bylaws.

things and conduct all carry out the general the Certificate of Inof the State Of Call-

Section 2: Badge The Badge of th~a Club shall be the Bad6e adopted by the Porsehe Club of America, Inc. ABTICLE V Section i:

MEMBERSHIP~ DUES AND FEES Members

Membership in this Club shall owners of Porsches who are 18 such other persons interested as provided in Section 2 (B),

be l’estrlcted to owners or coyears of age or older and to in the Club and its objectives, (C) and (D) of thls Article.

Section 2: Classes of Membership A. Aotlve members - any owner or co-owner of a Porsche, acceptable to the Board of Directors, who ie 18 years of age or older, havlng paid such National and Regional dues and fees 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 dues and fees as required.

C.

Associate - any active member who ceases to own or co-own a Porsche while in good standing, having paid Juoh National and Regional dues and fees as required.

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 the Club.

Section 9:

Membership in National Club

No active, family, associate, nor Honorary member may hold membership in this Club without at the same time being a member in good standing of the Porsche Club of America, Inc. Section 4:

Membership Applications

Applications for membership shall be made in the manner and upon such forms as may be prescribed by Porsche Club of America, Inc. Section ~:

Dues

Annual dues for active, family and associate members shall be determined from time to time by the Board of Directors, or by members at any Annual Meeting. Until further determlnatlon, the dues shall be that portion returned by the National Club.

Section 6:

Membership Year

The Membership Year shall terminate on December 31. Annual dues for the new Membership Year shall be due and payable on January i. Members whose dues are not paid within 40 days thereafter shall be automatically expelled.

Section ?:

Prlvile&es of Members

Members in good standing shall be entitled to all of the privileges of the Region, except that associates and Honorary members shall not be entitled to vote nor shall they be eligible for holding office.

In the event of the dissolution and winding up of this Club and the payment of its liabilities, its remaining assets, if any, shall be divided equally among the active members thereof in good standing. Family, associate and Honorary members shall have no property rights upon dissolution.

Section 8:

Expulsion from Membership

Membership will automatically lapse for nonpayment of dues.

Any member expelled for non-payment of dues shall be required to pay, at the discretion of the Board of Directors, a penalty fee of $2.00 before being restored to good standing. Any member expelled from Porsche Club of America, Inc., for nonpayment of National Club dues shall automatically be dropped from membership in this Club.

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Section 9:

Sus2enslon from Membershi2

Any member may be suspended by a two-thlrds vote of the Board of Directors of the Club for violations of National or Regional Rules and Regulations or for other action inimical to the general objectives or best interests of this Club. Before suspension, the member shall be notified by or at the request of the Board of Directors, and shall have the right to present evidence to the Board pertaining to such charges as may have been made against him. Any member ordered suspended by the Board shall have the right to appeal to the Club membership at any Annual or Special Meeting called for that purpose.

Section lO:

Resi~natlons

Any member may resign by addressing a letter of resignation to the Secretary of this Region. His resignation shall become effective upon receipt by the Secretary of such notice and all Club privileges and rights of such member shall termlnate as of that date.

ARTICLE VI BOARD OF DIRECTORS Section i:

Powers

It shall be the responsibility of the Board of Directors to determine all matters of Club Policy not otherwise deter~Ined by the members in the Annual or Special Meetings. The Board of Directors shall insure the proper conduct of the administrative affairs of the Club and the fulfillment ofdutles by officers, and compliance with these Bylaws and the Bylaws of the Porsche Club of America, Inc. Section 2:

Number of Directors

The Board of Directors shall consist of eiÂŁht (8) eligible elected members in good standing, and the President of the previous year who shall serve as Chairman of the Board for the year following his term as President. Each of the nine (9) member Board thus cc~stltuted shall have equal voting rights.

The number of Directors may be changed by Bylaws enacted by the members, but there shall be no less than nine (9) Directors at any meeting of the Board of Directors, five [5) members of the Board shal~ constitute a quorum, said quorum may adjourn any Board meeting.

A Board member may be suspended from the Board of Directors by due process as set forth in ARTICLE V, SECTI~, after receipt by the Board of a petitTY~--~ng--~-~--~Satures of -4-

no lees than 10% of the eligible voting membership of this Region. Suspension from the Board shall not constitute cause for suspension from membership and a separate further action shall be required for memberehlp euspenelon. If such action ie considered as eesentlal to the best interest of the Club by the Board of Directors the Board may proceed again ae set forth in ARTICLE V, SECTION 9.

Reduction in the number of the Board of Directors, caused by the death, suspension, disqualification or resignation of a Director, shall be remedied by election of a new Director by the Board of Directore at the next meeting of the Board after the vacancy occurs. A Director so elected shall be an ellglble member in good standing and shall eerve ae Director for the unexpired term of his predecessor.

The Board of Directors may diequalify a Director and declare his seat vacant if said Director is absent from meetings of the Board for a period exceeding three (3) successive months, or if said Director shall move hie residence beyond the Region of this Club.

ARTICLE VII OFFICERS Section i:

Officers

The officers of thie Club shall be the President, Vice Presldent~ Secretary, and Treasurer.

Section 2:

Election of Officers

As his first official act the Chairman of the Board of Directors shall call a meeting of the Board of Directors within fourteen (i~) days following their installation, ae hereinafter provided, and at said meeting the Board of Directore shall, as its first official act, elect from among its members the four (~) hereinbefore named officers of the Club.

Section ~:

Terms of Officers

No Director may hold more than one office at one time nor shall he be eligible to hold the eame office for more than two (2) consecutive years. Each officer shall serve for a term of one (I) year~ unless removed by the Board of Directors, and such term ehall run concurrently with hie term as a Director; in the event of the death, resignation, disability or disqualification of the President the Board of Directors shall elect a successor from among its members to serve for the unexpired term.

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ARTICLE VIII DU/IES OF Ol~I~ See%ion i: Duties of Pmesldent The P~esldent shall prepare the asenda for and preside at all meetings of the members. He shall in conce~t with the Chai~man of the Boamd of Directors prepame the asenda for meetings of the Boa~d of Directors and he shall preside at s~id meetInEs in the absence of the ChalzTaan of the Boa~d of Dimectors.

He shall be the Chief Executive Officer of the Club and shall perform the duties usually appe~talnlnE to the office of P~esidento He ~ call special meetings of the membership upon flf~een (15) days notice in wrltln~ to each member. the absence of the President, or in the event of his death~ Pesi~atlon, d~sabillt¥ or dls~uallflcation, his duties shall be performed b~ the Vice President until the vacancy has been filled by action of the Boand of Directors as hereinbefore provided° For the yea~ followln~ his term of office the P~esIdent shall next serve the suoceedlnE Boax~ of Directors and as his first official act shall call the first meeting of the Boamd of Directors as hereinbefore ~ovlded. As Chaix~an of the Boa~d of Directors he shall (1) in conoez~ with the Pr~sldent of the Club prepare the aEenda for meetings of the Boa~d of Directors and he shall preside at said meetings; and (2) he shall he responsible for the continuity of EPow~h and development of Club life, policies and prepares thmouEh tign fPom’preced~n8 to succeedinE BOL~I of DIPecto~sj and (3) he shall serve as Parllamentari~ ~nd (~) Chaiz~an of the B~laws C~mm~ittee. In the event the PPesldent is %hnable or un~llllnE to serve as Chairman of the sueeee~%~ Boaz~ of Di1"ectors followinK his term of office, it shall be the obllEatlon of the Vice P~esldent so to Sectlo~ 2: Duties of Vice l>resldent The Vlc~ P1~sldent shall assist the P~esident in the co~act of the a~h,~nlstratlve affairs of the Club ~d ~erform such o~her d~tles as m~7 5e assigned him b~ the P~esldent or the Bo~ of Directors° Sect$on ~;

~t~es of SecPeta~

~e See~ ~1 attend a11 meeti~s of ~he ~ePB ~d Bo~ of ~c~o~s, ~d s~11 repo~ ~I ~d e~lete u%es of %he ~ooee~nSs ~d votes In bo~s ~% tom ~ose. He s~l keep a cu~ent Restore of ~i Club He ~1 ~so ~Pfo~ a11 othe~ du~les In~i~e~% %o ~s tics me~med ~ these ~eot~o~ ~

~tSes of Treasure~

~e T~a~eP ~1 ~ve custo~ of ~1 mone~ ~d assets

belonging to the Club. Be shall recelve all monles of the Club. He shall receive all monies of the Club and deposit them to the Clubts account in a bank designated by the Board of Directors. He shall have direct control over supervision of all Club assets a~d of all payments of all Club debts and obligations. He shall insure strict compliance with these B~laws In all matters pertalnlr~ to the financial affairs of the Region.

The Treasurer shall maintain accurate books of account which shall properly reflect the true and correct financial status of all receipts, disbursements, balances, assets and llabllltles of the Club. "All checks or other orders for the payment of monies in the name of the Club shall be signed by the Treasurer and By such other officer or officers as may be designated from time to tlme by resolution adopted by the Board of Directors.

Section ~."

Interim A~olntments

In the event Of the death, resignation, disability or disquali2"Ication of the Vice President, Secretary or Treasurer, the Board of Directors shall make an Interim appointment of one of its members, other than an officer, to the office so vacated for the balance of the unexpired term.

ARTICLE IX COMMITTEES Section i:

Standing Committees

There shall be six (6) standing committees, responsible to the Board of Directors and each shall report directly to the Board of Directors through their respective Director and/or ~ Chairman. Sub-Co~nittees may be established within any standln~ committee as may be deemed desirable by the Director or Chairman of the standing conmtittee and the Chairman of a Sub-Co~aittee so established shall report directly to the Director or Chairman of the standing committee. The standing ,co.m~Ittees and their respective responsibilities, duties and powers shall be as follows: (A) Activities Cormulttee A Director, appointed by the Board of Directors from among its members, other than an officer, shall serve as Activities Director and he shall guide and be responsible for the efforts of this committee. The Director shall preside as Chairman at meetings of th~s Committee and may appoint a Co-Chalrm~n and such other.members to this dommlttee as may he appropriate to fulfill its cbllgatlone, which include: -7-

i.

Formulation of a program of activities of both social and competitive variety; scheduling of events for Club participation and determination of a budget allowance and site for each event.

2.

Formulation of rules~governlng competition events which shall include provisions for interpretation and enforcement thereof and procedures for evaluation and rulings on protests.

3.

Formulation of a point system which shall recognize and credit each member for Club activities; maintenance for a record of point sta~dlnE .for each member; procurement and presentation of annual and event awards on point standings.

This Committee shall establish contact with other clubs and organizations to minimize any conflicting dates of of eventsor interests that may discourage participation by both m~mbers and non-members in the scheduled events of this Club.

The Board of Directors shall reserve the power to (1) approve the formulation, proposals and acts of this Committee and (2) remove the Actlvitle@ Committee orany member th@reof.

(B) Membership Committee A Director, appointed by the Board. of Directors from among its members, other than an officer, shall serve as Membership Director and he shall guide and be responsible for the e~forts of this Committee. The Director shall presidel as Chairman at meetings of this Committee and may appoint a Co-Chalrman and such other members to this Committee as may be appropriate to fulfill its obligations, which include: i.

Compilation and maintenance of a current roster of all Regional Club Members in liaison with the Secretary and Treasurer of the Club.

2.

Formulation of Ways and Means of ex~andlng Club influence among Non-Member Porsche owners and persiste~tly maintaining a drive for new members conslstent with the General 0b~ectives of the Club, Article III of the Bylaws.

3.

Processing applications for membership and certifying to the qualifications of applicants; interpretation and enforcement of rules governing membership as set forth in Article V of the Bylaws and preparation of informati~er with Committee recommendations concerting any member when action of the Board of Directors is required by said Article V.

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Compilation and maintenance of current data concerning expressed interests and preferred activities of the membership for use by the Board of Directors and Co~mlttees in the forml/latlon of Club policy and program designed to serve the majority of members.

The Board of Directors shall have the power to remove the Membership Committee or any members thereof.

(C) APublicity Director,Committee appointed by the Board of Directors from among its members, other than an of Wicer, shall serve as Publicity Director in l~ aison between the Board of Directors add this Cor~mittee, and he shall guide and be responsible for the efforts of this Committee. The Director shall preside as Chairman at meetings of this Committee and may appoint a Co-Chalrman and such other members to this Committee as may be appropriate to fulfill its obligations, which include: 1.

Publication monthly of PORSCHERAMA, the Regional Club Organ.

The Editor of POBSCHERAMA shall be a member appointed by the Board of Directors and he shall have sole responsibility for its contents.

Solicitation of material information from the several Committees to be released for publication in PORSCHERAMA, issued as a press release and/or as a special notification to the members.

3.

Formulation of Ways and Means of expanding Club influence and communication with non-member Porsche owners and the larger community consistent with the General Objectives of the Club, Article III of the Bylaws.

Assistance to the Secretary of the Club, upon request, in the exercise of duties relative to notification of the members.

The Board of Directors shall have the power to remove the Publicity Committee or any members thereof.

(D) Technical CoEmLittee A Director, appointed by the Board of Directors from among its members, other than an officer, shall serve as Technical Director in liaison between the Board of Directors and this Commltt~e and he shall guide and be responsible for the efforts of this Committee. The Director shall preside as Chairman at meetings of this Committee and may appoint a Qualified Technical Advisor to serve as CoChairman and may also appoint such other members to this Committee as may be appropriate to fulfill ~ts obligations, which include:

I.

Collection of factual technical Information relatlve to the Porsche vehicle and to disseminate said material for the benefit of the members or nonmember Porsche owners consistent wAth the General Objectives of the Club, Article IIl of the’~, and in accordance therewith.

2.

Service to members in the form of advice upon inqulry, relative to specific technical questions.

3.

Service to members through compilation and maintenance of current data relative to unsatisfactory experience of members concernln~ Porsche dealers and other servile sources to the end that Ways and Means be devised to effect a remedy in accordance with Par. D, Secti~on i, Article III of the B~laws.

~.

Formulation of rules governing minimum safety requirements of vehicles nartlclpating in competition events sponsored by the Club i~cluding provisions for Inter~retatlon and enforcement of said rules; performance of a technical inspection of vehicles participating in competition events in accordance with said rules in liaison with the event Chairman and/or Activities Committee.

The Board of Directors shall reserve the power to (i) approve the formulations, proposals and acts of this Committee and (2) remove the Technical. Committee or sr~ member thereof.

(E)

Committee The Treasurer of the Club shall serve as Flnanee Director and he shall guide and be responsible for the effo~s of this Co~nlttee. The Director shall preside as Chairman

Finance

at meetings of this Committee and may appoint members to

this Co~tittee as may be appropriate to fulfill its obligations, which include: I.

Participation in the affairs of the several Committees relative to the formulation of budget allowances and the supervision of monies taken as receipts for Club events.

2.

Compllatlon and maintenance of a current lSst of ~roperty and equipment, of value; the supervision and control of said property and equipment through maintenance of a system of recording the disposition of each item.

The Board of Directors shall have the power to remove any members of the Finance Committee.

(F) B~laws Committee

ÂŻ The Chairman of the Board of Directors shall guide and be -I0-

responsible for ~he efforts of this Committee and he shall preside as Chairman of meetings of thls Committee and may appoint members to this Committee as may be appropriate to fulfill its obligations, which include:

2.

Continued study of the Bylaws and recommendations of necessary amendments to the Board of Directors.

The foz~m~latlon of amendments to the Bylaws proposed by members and addressed to the Secretary of the Club in accordance With Article XIII of the Bylaws.

3.

Service to the Chairmen of the several Committees as Counselor; relatlve to the Bylaws and rules governing the conduct of meetings; the attendance by one member of this Co~.Ittee at all membership meetings to serve as Counselor to the Chairman relative to the Bylaws and r~les governing the conduct of meetings.

The Board of Directors shall have the power to remove any members of t~e Bylaws Co,~Ittee.

Section 2: O~her Committees There shall be such other Committees as may be appointed by the Chai~aa~ of the Board of Directors, without lSm~.t as to members or purpose, conaistenรท with other provlalons of the Bylaws, and such Other Co~m%Ittees may be dlscharEed by the Board of Directors at a~j time.

Section 9:

Conduct of MeetID.~.~

Reference herein to rules governing the conduct of mestlnga shall be understood to mean Robertsl "Rules of Order", which shall p~e~,ail except as may be otherwise provided in the Bylaws.

Section 4: Ex-0fflclo Member The President of the Club shall a~t as Ex-0fflclo member of all Committees except the nominating committee.

ARTICLE X ELECTION 0F THE BOARD OF DIRECTORS Section I: Nom~natlnA~ Committee Prior to the first day of October of each year the Board of Directors shall elect from among its members a Director who shall serve as Chairman of the Nominating Committee and who in turn shall appoint four (4) eligible members in good standing, other than Directors, to thls Committee. The -11-

Nominating Committee shall canvas the membership roll and Interview members for the purpose of composing a slate of not less than eight (8) eligible members wil~ mg to serve on the Board of Directors. Said slate of nominees shall be announced at the November meeting of members and presented to the Secretar~ of the Club for the preoaratlon of ballots.

Section 2: Nominations by Members At the November meeting of members nominations of eligible members will be accepted from any eligible member.

Section 9:

Ballots

Voting shall be by secret ballot mailed directly to each ellgible memberJat the address desiÂŁnated in the membership roster no later than twenty (2b) da~s prior to the annual meeting of members. The Secretary of the Club shall cause the preparation and mailing of ballots and together therewith shall include notice as to: (I) the names of all qualified nominees, indicating incumbent if so be the case; (2) instructions to vote for eight (8) nominees only; and (3) the postmarked date after which said postmarked ballots will be considered invalid. The Secretax~, together with the Nominating Committee, shall count and verify the validity of all ballots and certify the results in w~Itlng to the Chairman of the Board of Directors and notify all candidates. Results of the eleotlon shal! be annonnce~ at the annual meeting of members and published in PORSCHERAMA. Section ~:

Term of Office

All Directors shall be elected for a term Of one (i) year, ooncur~enh with the fiscal year of the Club. Newly elected Directors shall be installed for the following year at.the annual meeting of members by the out-golng Board of Directors, or their designee.

Section ~: Fiscal Year The fiscal year of the Club shall be a calendar year beginning on the first day of January and ending on the 31st day of December.

ARTICLE XI ME~TINGS OF MEMBEBS Section I: Annual Meetln~ The annual meeting of members shall be held during the month of December at such time and place as the Board of Directors may determine after due consideration for the convenience of

the members for the purpose of installing the new±~ Board of Directors and the transaction of such other business which the out-golng Board of Directors may deem necessary and properly befitting the final meeting of the year.

Section

2:

Regular Monthly Meetln~s

Regula~ monthly meetings of members shall be held at such time and plase as the Board of Directors may determine. The last meeting of the year shall be held on a date prior to the annual meeting of members £or the purpose of considering the annual report of the President and the Chairman of each standing eommltteej resolutions of members in formulation of Club pollcy to be adopted for the ensuing year at the annual meeting.

Section 9:

S~ecial Meetln~s

Special meetings of members may be called by the President or by a majority of the Board of Directors or by ten percent (10%) of the eligible members by petition to the Board of Directors.

Section 4:

quorum

At any meeting of the members, ten percent (10%) of eligible members shall constitute a quorum, said quorum may adjourn any meeting.

Section ~:

Notice of Meetings

A notice stating the time, place and date and purpose of Annual and Special Meetings of the members shall be mailed by the Secretary to the membership not less than 15 days prior to such meeting. Notices of Monthly Meetings shall be published in PORSCHERAMA. Section 6:

Conduct of Meetings

Rules governing the conduct of all’meetlngs of members shall be in accordance with Roberts~ Rules of Order which shall prevail except as may otherwise be provided in the Bylaws.

Guests may attend annual and regular meetings of the members.

Guests may not attend special meetings except guests that may be invited to suit the purpose of the meeting as may be determined and directed by the Board of Directors.

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ARTICLE AMEND~_~_~ Or BYLAWS Section I:

Amendment of ~laws

These Bylaws ma~ be amended by a maJorltÂĽ of the votes cast in a referendum of the membership which shall be conducted by mail.

Section 2:

Pro~’osed Amendments

A majority of the Board of Directors or ten more eligible members may propose amendment Amendments proposed by ten percent (10%) or members shall be submitted to the Secretary writing and shall be signed by each member.

Section 9:

percent (I0~) or to these Bylaws. more eligible of the Club in

Notice of Proposed Amendments and Referendum

The Secretary shall notify the membership by mail of the

Amendments~ toEether with an explanation o~ the Amendments and the need therefor by its sponsors. The notification shall be made within 15 days of the date of the proposed Amendment.

Section ~:

Ballots

Ballots shall be 1"eturned to the Secmetary wlthln flf~een (15) ds,Ts oS ms-illnK to all eligible members. The Secmeta~y shall cause the ballots to be tabulated, and the results shall be announced at the next reEular monthly meetln~ of me~ers end ~bliahed In POR~CHERAMA.

Bylaws of Porsche Club of America LOS Angeles Region, as amended 1961, 1962, 1964, and 1968

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