By Laws
BYLAWS
SUNCOAST REGION, PORSCHE CLUB OF AMERICA, INC.
ARTICLE I
Name, Principal Office & Boundaries
Section I
Name & Principal Office
The name of the club shall be: Suncoast Region, Porsche Club of America, Inc. The principal office of the club shall be located at the residence of its duly elected President, or at the residence of his/her successor.
Section II
Region Boundaries
The boundaries of the PCA, Suncoast Region shall be: SARASOTA, MANATEE, HARDEE, POLK, HILLSBOROUGH, PINELLAS, PASCO and HERNANDO counties, all in the State of Florida. While these counties are the general boundaries of the Region, a Porsche Club of America (PCA) member in good standing may choose his or her specific Regional affiliation without regard to location.
ARTICLE II
General Objectives and Powers
Section I
Objectives
The general objectives of the Club, to which its members are joined together and mutually pledged, shall be the furtherance and promotion of, on a regional scale, the general objectives of the Porsche Club of America and, in addition, the following:
A. To promote the highest standards of courtesy and safety on the roads by encouragement of, and instruction in safe driving techniques by conducting seminars presented by skilled drivers and other experts on safe driving, conducting autocrosses and other competitive driving events and driver’s education schools at road racing venues.
B. The enjoyment and sharing of goodwill and fellowship engendered by owning a Porsche and engaging in such 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 mechanical information.
D. The establishment and maintenance of mutually beneficial relationships with Porsche AG, Porsche Cars of North America, Porsche Dealers and other service sources to the end that the marque shall prosper and continue to enjoy its unique leadership position in the automotive world.
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- The interchange of ideas and suggestions with other Porsche Clubs throughout the world.F. The establishment of such mutually cooperative relationships with other Automobile Clubs as may be desirable.G. To continue support of charitable organizations whose mission is to provide for or assist children and to utilize other resources of the Club to assist such other charitable organizations as the Club may from time to time elect to support.
Section II
Powers
The Club shall be empowered to take all actions and conduct all business necessary to carry out its objectives as a non-profit corporation.
ARTICLE III
Badges
Section I
The official badge of the Club shall be the official badge of the Porsche Club of America, Inc., along with the regional insignia of Suncoast Region.
Section II
The official regional insignia shall be of a form appropriate to its theme, inscribed with the initials of the Club, and such other inscriptions, which are appropriate. Colors shall be appropriate to the symbolic design established for the insignia.
ARTICLE IV
Membership, Dues, Privileges, Suspension
Section I
Membership in the Club shall be limited to members in good standing of the Porsche Club of America, Inc.
Section II
There shall be no dues beyond those for membership in the National club, unless the members vote otherwise. However, entry fees may be charged for events sponsored by the Club.
Section III
Members in good standing are entitled to all privileges of the Club.
Section IV
Any member may be suspended by a two-thirds vote of the Board of Directors of the Club, for any infractions of national or regional rules or regulations or for actions unfriendly, hostile or harmful to the general objectives or best interest of the Club. 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 Board of Directors concerning the alleged misconduct. The Board of Directors may
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thereafter continue the suspension for a definite time, terminate the suspension or expel the member, and its decisions shall be final.
ARTICLE V
Officers
Section I
The elected Officers of the Club shall be the President, the Vice President, the Secretary and the Treasurer. No person shall hold more than one office at one time.
Section II
The term of office of an elected Officer shall be one year and shall end on December 31st. Elected Officers, other than the Treasurer, may not serve in the same office more than 2 consecutive terms and may repeat thereafter in the same office after skipping one term. The Treasurer may serve for more than 2 consecutive terms if an audit of the region’s financial records is periodically conducted and finds no irregularities.
ARTICLE VI
Board of Directors
Section I
There shall be nineteen Directors: four of these shall be the Officers of the Club; one shall be the immediate past president; seven shall be elected Directors (“Elected Directors”) and seven shall be non-elected Directors (“Non-Elected Directors”). The Non-Elected Directors shall be appointed by the President with the advice and consent of the Board of Directors and shall hold the following positions in the Club: Webmaster Director, Drivers Education Director, PCA Club Race Director, Charitable Activities Director, Marketing/Communications Director, Driver’s Education Tech Director, and the Publications Director The seven elected Directors shall have primary duties and responsibilities as follows:
Competitive Activities
Social Activities
Membership Activities
Safety
At Large
At Large
At Large
The term of office of all Directors shall be one year and shall end on December 31st. All Directors, elected or appointed, are entitled to vote at board meetings.
Section II
It shall be the responsibility of the Board of Directors to establish policies and see to the proper conduct of the affairs of the Club in compliance with the Bylaws.
Section III: Board Meetings
- Monthly Meetings: Directors shall meet monthly for not less than 11 months a year, and such meetings shall be open to any member who wishes to attend. Regular monthly meetings may be In Person or Virtual Meetings, (conference telephone call, Facetime, Skype or other acceptable virtual means). However, only Directors may vote at such meetings. During a regular In Person monthly meeting, a Director may join the meeting by Virtual Means and that Director shall be considered as present in determining a quorum.
- Quorum: A quorum of the Board of Directors shall consist of a majority of the Directors. If a quorum of Directors is present, either in person or by Virtual means, any action taken by a majority of the Directors present is binding on the Club and its members.
- Board Action without a Meeting: Action taken or approved by a majority of the members of the Board of Directors without a meeting shall be binding on the Club and its members. Any such action shall be documented by copies of e-mails or faxes reciting the motion or proposed action to be taken, it’s second, and the vote of each of the Board members who cast a vote. The Secretary shall retain copies of the written motion or proposed action, it’s second, and the vote of the participating Board members.
Section IV
In the event of the death, resignation, disability, or disqualification of an Officer or Elected Director, the Board of Directors may make an interim appointment to the seat so vacated for the balance of the unexpired term. The Board of Directors may leave the position vacant, except for the office of President, which will be filled automatically by the Vice President at such time as the vacancy occurs. In the event of the death, resignation, disability, or disqualification of a Non-Elected Director, the President, with the advice and consent of the Board of Directors may make an interim appointment to the seat so vacated for the balance of the unexpired term. The President may elect to leave the position vacant. Any Director (including officers) who fails to attend four (4) consecutive Board Meetings may be removed from the Board by the affirmative vote of a majority of the remaining Directors at a Board meeting at which a quorum is present, or in accordance with the non-meeting Board action described in Article VI, Section III B.
ARTICLE VII
Duties
- OFFICER DIRECTORSSection I
The President shall be the principal executive Officer of the Club and, with the support and assistance of the other Officers, shall be responsible for implementing the policies established by the Board of Directors.
Section II
The Vice President shall be responsible for coordinating the activities of the nineteen Directors, and shall preside and act as President in the event the President is absent or unable to serve.Section III
The Secretary shall record and preserve the minutes of all meetings of the Club and shall present and make such minutes available for all of the Club’s correspondence and shall receive and count all ballots and present the results thereof. The Secretary shall also preserve the minutes and records of the Club by appropriate physical or electronic means.
Section IV
The Treasurer shall be the custodian of all the Club’s funds, shall handle all receipts and disbursements, shall keep and preserve the records and books of account reflecting the financial condition and operation of the Club and shall report the Club’s financial condition to the Board of Directors at all regularly scheduled meetings of the Board. Checks drawn on the Club’s bank accounts shall require the signature of two Officers for any check in excess of $1,500.00, except for checks drawn in payment of the following: Porsche Profile printing, track rent at Sebring International Raceway or other regional track, and expenditures specifically approved by the Board in advance. - The Treasurer shall prepare and submit to the Board no later than the January Board meeting, a proposed Budget for the current year. The budget shall include an estimate of all receipts and expenses and shall include a Reserve. The Board shall consider and adopt a budget for the year, and shall determine the disposition of any surplus.
- Section V Past President
The Past President shall be an advisor to the Officers and the Board, and shall have other duties as may be assigned from time to time by the President.
- ELECTED DIRECTORS
Section VI
The Membership Director shall conduct and coordinate programs to obtain new members, identify and introduce new members, encourage the participation of the current members of the region, assist in the conduct of events specifically tailored to new or inactive members and maintain a master list of all members.
Section VII
The Social Activities Director shall make arrangements for, and shall coordinate the periodic General Membership meetings and any other social functions the Club may have.
Section VIII
The Safety Director shall be responsible for adopting safety standards for the various events of the club consistent with safety standards adopted by PCA for such events (if any), and for implementing those standards through the members of the club responsible for conducting the events. Such standards may include the inspection of all vehicles participating in any moving event sponsored by the Club. The Safety Director, or the member designated by the Safety Director to apply the safety standards at an event, may bar or remove any vehicle from such event if such vehicle fails to meet safety standards, is mechanically deficient or is being operated in an unsafe manner. The President, upon recommendation of the Safety Director, may appoint a Safety Committee composed of members who are sufficiently knowledgeable to make the necessary judgments concerning the mechanical condition and operation of vehicles and drivers participating in club sponsored moving events, consistent with the standards adopted by the Safety Director.
Section IX
The Competitive Activities Director shall plan, implement and steward the competitive activities sponsored by the Club.
Section X.
The three (3) At-Large Directors shall perform such duties and hold such positions in the club as the President, with the advice and consent of the Board, deems needed and appropriate from time to time.
- NON –ELECTED DIRECTORS
Section XI
The Publications Director shall be responsible for the publication of the official Club newsletter, the Porsche Profile. Such newsletter shall be distributed monthly.
Section XII
The Drivers Education Director shall be the Registrar for drivers education events and shall be responsible for the coordination of level, worker and instructor assignments for all drivers, ensuring that medical, registration and other appropriate documentation is in accordance with event guidelines; collection of all fees associated with Drivers Education events; and overall coordination of event procedures.
Section XIII
The PCA Club Race Director shall be responsible for the Suncoast Region’s participation in the establishment, management and operation of any PCA Club races sponsored or co-sponsored by Suncoast Region. Duties would include the obtaining of sponsors for the event, the coordination with officials of PCA assigned to the event and officials of other participating regions, coordination of worker and instructor assignments for all drivers: ensuring medical, registration and appropriate documentation is in accordance with event guidelines; collection of all fees associated with the event and overall coordination of event procedures. It is intended that expenditures for PCA Club Racing events be made from reserves maintained from prior club racing events. Any expenditure, or budget for expenditures, which exceeds the established reserve by more than $50.00 shall require approval by the Board of Directors.
Section XIV
The Charitable Activities Director shall be responsible for coordinating all Suncoast Region charitable events, evaluating and recommending to the board all proposed charitable donations to be made by the region and for implementing the region’s Charitable Activities Policy.
Section XVII
The Marketing/Communications Director shall be responsible for designing and conducting internet and other electronic marketing for the region.
Section XVIII
The Webmaster Director shall be responsible for designing, maintaining and updating the region’s website
Section XIX
The Drivers EducationTech Director shall be responsible for at-track tech inspections of participating vehicles, and for providing technical expertise and advice to the Board and Members with regard to the preparation, maintenance and care of their vehicles.
ARTICLE VIII
Committees: Appointments
Section I
Chief Track Instructor
The President shall appoint a Chief Track Instructor with the advice and consent of all prior Chief Track Instructors, for a one-year term. The term shall begin on the Sunday of the Instructor’s Day weekend and end the following year on the Saturday of Instructor’s Day weekend.
Section II
Other Committees
The Board of Directors may establish committees, either temporary or permanent, to facilitate the activities of the Club.
ARTICLE IX
Driver’s Education Hall of Fame
Members previously elected to the Suncoast Region Driver’s Education Hall of Fame shall be eligible to nominate and select members of the region to be honored by induction into the Hall of Fame. The President will send a letter to all Hall of Fame members in September of each year requesting nominations for induction for that year, and the members of the Hall of Fame shall meet and select the inductees for that year, if any.
ARTICLE X
Election of Officers
Section I
Nominations & Nominating Committee
Not later than the August meeting of the Board of Directors each year, the President shall appoint a nominating committee of three members. The nominating committee shall submit a slate of candidates for those offices to be vacated on December 31st. The nominating committee shall present its slate of candidates at the September meeting of the Board of Directors. There shall be an Invitation to Nominate Officers published in the Porsche Profile at least one (1) month prior to the September Board meeting, and posted on the Region’s website, notifying the membership that nominations for club officers must be submitted to the Secretary before or at the September meeting of the Board of Directors. No person may be nominated without his/her permission.
Section II
At the September meeting of the Board of Directors, nominations received by the Secretary from members in good standing shall be added to the nominations made by the Nominating Committee for offices to be vacated on December 31st. No member may be nominated without his/her permission. If a nomination is made from the floor or previously provided to the Secretary, the member making the nomination must present evidence that the nominee has given his/her permission to be nominated. Such evidence shall be in writing if the nominee is not present at the meeting.
Section III
The final slate of Officers and Directors will be determined at the September board meeting. At that time all nominations are closed except for unfilled positions on the slate. Each candidate for a contested position will be asked to submit a statement for candidacy, which will appear on the Region’s website , and in the next issue of the Porsche Profile. If available, a photo of the candidate will appear with their statement.
Section IV
Voting
If only one nominee for each office is submitted, then that slate is deemed elected and no ballot will be distributed. In the event a ballot is necessary, the Secretary shall prepare a written ballot listing the names of all the nominees for each office. Such ballot will be posted on the Region’s website no later than October 20 so that it may be downloaded by Members, who may then vote and return their ballots to the Secretary by e-mail, fax or regular mail. All ballots must be received and by November 20th, and tallied by November 30. In the event of a tie, there will be a runoff election. Election shall be by a simple majority of those voting. The Secretary shall publish the results of the election on the website and in the next Porsche Profile.
ARTICLE XI
Member Meetings/Quorum/Fiscal Year
Section I
Special Meetings of the Members
Special meetings of the members may be called by the President or by a majority of the Board of Directors.
Section II
Quorum
A Quorum of any meeting of the members shall consist of 10% of the members in good standing or 20 members in good standing, whichever is less. Every act of a meeting duly held at which a quorum is present shall be regarded as an act of the entire membership. A notice stating the time, date, place and purpose of any meeting of the members shall be mailed, not less than five days nor more than thirty days prior to the meeting.
Section III
Fiscal Year
The fiscal year of the Club shall be the twelve months ending December 31st.
ARTICLE XII
Obligations and Indebtedness
Section I
Only the elected Officers, or members authorized by the Board of Directors 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 solely as Club obligations. No personal liability whatever shall attach to, or be incurred by, any member or Officer of the Club by reason of any such Club obligation or liability. No elected Officer or other member authorized to act in behalf of the Club shall incur any obligation or indebtedness in the name of the Club in excess of the sum of $200.00(Two Hundred Dollars) without the prior approval of the Board of Directors except for the following purposes:
a) Printing, mailing, postage and stenographic expenses of the Club’s official publications.
b) Stationery and postage for ordinary administrative use.
Section II
No elected Officer, or member authorized by the Board of Directors 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 Board of Directors approve the incurring of any such obligation or indebtedness.
Section III
The incurring of any obligation or indebtedness in the name of the Club by any 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, jointly and severally, to the Club in an amount equal to the obligation or indebtedness which the Club may be required to pay plus any expenses and legal fees the Club may incur in collecting such sums from such members.
ARTICLE XIII
Amendment of Bylaws
Amendments to these bylaws may be proposed by the Board of Directors or by any ten members in good standing. Proposals shall be submitted to the Board of Directors in writing, and in the case of a proposal submitted by members, shall be signed by each member joining in the proposal and accompanied by a written explanation of the nature and the need for such amendment(s). If a proposed amendment is approved by a majority of the Board of Directors, the Secretary shall cause the proposed amendment, together with an explanation of the need therefore, to be published on the Region’s website and in the Porsche Profile, and shall arrange for a vote of the members by publishing a ballot on the website and in the Porsche Profile. An affirmative vote of two-thirds of the members voting is required for approval. The Secretary shall publish the results of the voting on the website, and in the next succeeding issue of the Porsche Profile.