Oregon PCA Bylaws - October 2009
Effective Date: December 1, 2003. Includes October, 2009 amendments.
BYLAWS
PORSCHE CLUB OF AMERICA, OREGON REGION
Article I
Name
The name of this club shall be the Porsche Club of America, Oregon Region (hereinafter referred to as the "Club" or the "Oregon Region.")
Article II
Purpose
The purpose of the Club, as a regional organization actively affiliated with the Porsche Club of America, Inc. (hereinafter referred to as "PCA,") shall be the furtherance and promotion within the Oregon Region of the general objectives of PCA, as they may be established from time to time. All members of PCA may participate in all Oregon Region events, whether or not they are Members of the Oregon Region.
Article III
Badge and Emblem
Members may, at their option, use and display such badges and emblems as shall, from time to time, be approved by the Club and PCA.
Article IV
Membership and Dues
1. Membership. Membership in the Club is open to any member in good standing of PCA. Any classes of membership in the Club shall be designated in accordance with and shall correspond to those of PCA. All applications for PCA membership will be submitted to PCA for processing. Persons who PCA identifies as having the Oregon Region as their region of record shall automatically become members of the Club. Other PCA members may become Club members upon approval of their application to the Club, payment of their Regional Dues, and compliance with any PCA procedures for dual membership.
2. Regional Dues. The Board of Directors of the Oregon Region may, from time to time, assess such Oregon Region dues as it deems appropriate (“Regional Dues”). Regional Dues shall be collected by the Treasurer of the Oregon Region.
3. Cessation of Membership. A Member shall cease to be a Club Member upon: (a) cessation of PCA membership for any reason; (b) failure to pay Regional Dues; or (c) expulsion by the Board of Directors, as provided in Section 5.
4. Membership Year. For purposes of Regional Dues, the membership year shall coincide with the renewal month of PCA’s membership.
5. Expulsion of a Member. A Member may be expelled from the Club by the Board of Directors for any reason, with or without cause. The vote to expel a Member must be taken at a meeting of the Board of Directors, and must be unanimous to be effective. Prior to any such meeting, the Member shall be given notice of the intended action and the reasons therefore, and shall be given the opportunity to address the Board of Directors prior to the vote being taken.
6. Members. As used in these Bylaws, “Members” shall include all persons who meet the requirements of Section 1 (including family members and designated associate members) and who have not ceased to be Members pursuant to Section 3.
Article V
Officers
1. Elected Officers. The Elected Officers of the Club shall be the President, Vice President, Secretary, and Treasurer.
2. Appointed Officers. The Board of Directors may appoint any number of additional officers, who shall have such titles and perform such duties as may be assigned to them by the Board of Directors.
3. Terms of Office. The terms of office of the Elected Officers shall be one year, January through December, or until their successors shall be elected as provided herein. All other officers shall serve at the pleasure of the Board of Directors.
4. Membership Required. Status as a PCA and Oregon Region member is required to serve as an officer. Any officer who loses such status shall immediately cease to be an officer.
5. Duties of Officers.
a. President. It shall be the duty of the President to preside at all meetings of the Board of Directors and of the Members, to exercise general executive authority over the affairs of the Club, and upon authorization of the Board of Directors to sign all documents made or entered into by or on behalf of the Club requiring acknowledgement for and on behalf of the Club. The President shall have the power and authority to act for and on behalf of the Club in all matters relating to the authorized business of the Club upon authorization of the Board of Directors, the same as if specifically so authorized by the Board of Directors.
b. Vice President. The Vice President shall assist the President in the conduct of the administrative affairs of the Club and perform such other duties as may be assigned by the Board of Directors. The Vice President shall assume the duties of the President in the absence of the President, or if the President is for some reason unable to serve or fulfill his or her responsibilities.
c. Secretary. The Secretary shall issue all notices of Board of Directors' and Members’ meetings, shall record and keep the minutes thereof, and shall have charge of the Club’s business records. In the absence of the Secretary at any meeting of the Members or the Board of Directors, the minutes may be kept by a temporary secretary appointed by the President for that purpose.
d. Treasurer. The Treasurer shall have the duty and responsibility to keep full and complete accounts of the receipts and disbursements of the Club, and shall have custody of all funds, securities and other valuables of the Club that may come into possession of the Treasurer, and deposit them to the credit of the Club in such banks or depositories as the Board of Directors may designate. The Treasurer shall disburse the funds of the Club in such manner as may be ordered by the Board of Directors or any authorized officer. The Treasurer shall render a statement of the accounts of the Club to the Board of Directors as of the end of each month, and to the Members as of the end of each year.
Article VI
Board of Directors
1. Management and Control. The business and affairs of the Club shall be managed by its Board of Directors, which may exercise all corporate powers of the Club and do all such lawful acts and things as are not by statute, the Articles of Incorporation or these Bylaws directed or required to be exercised or done by others.
2. Composition. The Board of Directors shall be comprised of the Elected Officers, the Past President (as provided in Section 4), and at least two Board Members-At-Large. The Board of Directors may from time to time establish the precise number of Board Members-At-Large.
3. Terms of Office. The Elected Officers shall serve on the Board for such time as they serve as Elected Officers. The terms of the Board Members-At-Large shall be two years, and shall be staggered, as determined from time to time by the Board of Directors, so that no more than half of them stand for election at any time, except in cases where their number is increased.
4. Term of Past President. The term of the Past President shall be one year. Upon the election of a new President, the most-recent Past President shall serve as the Past President for one year. If the President serves more than one year, or if the most-recent Past President declines to serve, the Nominating Committee shall nominate a Member to serve in the Past President position. Such nominee shall be a Member who has previously served as President of a PCA region (including the most-recent Past President), unless the Nominating Committee determines that it is unable to identify a suitable former region President who is willing to serve. In such event, the Past President position shall be filled by a Board Member-At-Large serving for a one-year term.
5. Membership Required. Status as a PCA and Oregon Region member is required to serve as a Director. Any Director who loses such status shall immediately cease to be a Director.
6. Removal. Any member of the Board (including an Officer) may be removed with or without cause by the vote of all of the other Directors then in office at a regular or special meeting; provided, however, the notice for the meeting must state that the purpose (or a purpose) of the meeting is removal of the Director.
7. Vacancies. If any vacancy occurs in the Board of Directors, including a vacancy arising due to any increase in the number of Board Members-At-Large, the vacancy may be filled by the Board of Directors. If the Directors remaining in office constitute fewer than a quorum of the board, the Directors may fill the vacancy by the affirmative vote of a majority of all Directors remaining in office. A Director appointed to fill a vacancy, other than a vacancy arising due to any increase in the number of Board Members-At-Large, shall be elected for the unexpired portion of the term of the Director's predecessor in office. A Director appointed to fill a vacancy arising due to any increase in the number of Board Members-At-Large shall serve only until the next election.
8. Monthly Meetings. Monthly meetings of the Board of Directors shall be held at the times and places determined by the Board of Directors. Advance notice of such meetings shall be given to the Directors and to the Members, in such form as is determined by the Board of Directors.
9. Special Meetings. Special meetings of the Board of Directors may be called by the President or at least 20% of the Directors then in office. Notice of the date, time and place of special meetings of the Board of Directors shall be given to each director personally, by telephone, by mail or by e mail not less than two days prior to the meeting.
10. Participation Through Telecommunications. Any or all Directors may participate in a regular or special meeting by, or conduct the meeting through, use of any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting.
11. Quorum and Voting. A quorum of the Board of Directors shall consist of a majority of the number in office immediately before the meeting begins. If a quorum is present when a vote is taken, the affirmative vote of a majority of the Directors shall be the act of the Board of Directors. A Director who is present at a meeting of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless:
a. The Director objects, at the beginning of the meeting or promptly upon the Director's arrival, to holding the meeting or transacting business at the meeting; or
b. The Director's dissent or abstention from the action taken is entered in the minutes of the meeting; or
c. The Director delivers written notice of dissent or abstention to the President or the presiding officer of the meeting before its adjournment or to the Club immediately after adjournment of the meeting. The right of dissent or abstention is not available to a Director who votes in favor of the action taken.
12. Action Without Meeting. Except as may be specifically prohibited by law, any action by the Board of Directors may be taken without a meeting if at least 2/3 of the Directors consent in writing to the action.
Article VII
Committees
1. Nominating Committee. The Nominating Committee shall consist of three to five Members, as determined from time to time by the Board of Directors, and who shall be appointed from time to time by the Board of Directors. The Nominating Committee shall be a standing committee, and its members shall serve until such time as they are replaced by the Board of Directors.
2. Other Committees. The Board of Directors may create such other committees (including committees of the Board of Directors) from time to time as it shall deem desirable and necessary.
Article VIII
Election of Officers and Directors
1. Nominations by Committee. The Nominating Committee shall nominate at least one candidate for each open position, as soon after November 1 as possible. The selection of the nominees shall be within the discretion of the Nominating Committee, subject to the following:
a. In furtherance of the Club’s policy goal of maintaining continuity of management, when selecting candidates for Elected Officer positions the Nominating Committee shall give first consideration to Members with current or past Board experience. However, the preceding shall not obligate the Nominating Committee to nominate any specific person to any candidacy position, and the Nominating Committee may deviate from the preceding if it determines that it is appropriate to do so.
b. While the Nominating Committee may nominate more than one candidate for a position, it is not required to do so.
c. The Nominating Committee must nominate a Member for an open position if the Member submits a petition to the Nominating Committee requesting that the Member be nominated for election to the position by September 20, and the petition is signed by at least 3% (5% in the case of President) of the Club Members as of the date the petition is submitted.
d. Membership on the Nominating Committee shall not disqualify a nominee.
e. The Nominating Committee shall cause to be published in the August issue of Anzeiger a notice informing the Members that nominations are open, identifying the positions that are open, and identifying appropriate Nominating Committee contact information for any Members interested in being considered for nomination or wishing to identify others for consideration. If a Member expresses an interest in being considered for nomination to a position, but the Nominating Committee does not expect to nominate the Member, the Nominating Committee shall so inform the Member by September 1.
f. Failure to meet the preceding time deadlines, if it occurs in good faith, will
not invalidate an election.
2. Method of Election. If the Nominating Committee nominates only one person for an open position, that person shall automatically be elected to the open position without further action. If two or more people are nominated for an open position, the Board of Directors shall conduct an election among the Members with respect to such open position.
3. Conduct of Election. The election shall be conducted by U.S. Mail, by e mail, or at the annual meeting of the Members, as determined by the Board of Directors, subject to the following procedures:
a. If the election is conducted by e mail, ballots shall be sent by e mail to all Members whose e mail addresses are known to the Club by no later than November 15. In addition, notice that the election will be held by e mail shall be published in the November issue of Anzeiger, with instructions as to how to request a paper ballot that can be completed and sent to the Teller by U.S. Mail.
b. If the election is conducted by U.S. Mail, ballots shall be sent to all Members by no later than November 10.
c. If the election is conducted at the annual meeting of Members, notice thereof shall be published in the November issue of Anzeiger.
d. If the election is conducted by some other suitable electronic means (such as web site voting), the methods and controls must be such that the Board of Directors determines that there is sufficient assurance that votes will be cast only by Members entitled to vote, without duplication, and that the results will be correctly tallied.
4. Teller. The Teller shall be the Secretary, or such other person as may be designated by the Nominating Committee or the Board of Directors.
5. Publication of Election Results. The results of the election shall be announced at the annual meeting, and published in the next practicable issue of Anzeiger.
Article IX
Meetings of Members
1. Annual Meeting. The annual meeting of the Members shall be held at such time, date and place during December or January of each year as the Board of Directors may determine after due consideration of the convenience of the Members. Notice thereof shall be published in the immediately preceding issue of Anzeiger.
2. Special Meetings. Special meetings of the Members may be called by the Board of Directors.
3. Quorum. At any annual or special meeting of the Members, 50 Members shall constitute a quorum. All decisions of the Members at any annual or special meeting shall be by a majority vote unless otherwise provided by these Bylaws. If a quorum is present when a vote is taken, the affirmative vote of the majority of the Members present shall be the act of the Members.
4. Notices of Meetings. A notice, stating the time, date, place and purpose of any meeting of the Members shall be mailed to the Members not less than 10 days prior to such meeting, or published in the immediately preceding issue of Anzeiger.
Article X
Miscellaneous
1. Fiscal Year. The fiscal year of the Club shall be the calendar year.
2. Written Notices and Communications. For purposes of these Bylaws, all notices, communications, consents and the like given by fax, e mail, or other electronic methods of communication, but not by recordings (such as voicemail) shall be deemed to have been given in writing if: (a) the sender is properly identified; (b) the communication is either actually received by the recipient or properly sent to the last known pertinent contact point for the recipient; and (c) in the case of a fax, it is signed by the sender.
3. Officer and Board Qualifications. To be nominated, and to continue to serve, as an Elected Officer or Board Member, a person must at all pertinent times be a Member and be qualified to serve as an officer of PCA.
Article XI
Obligations and Indebtedness
1. Overall Limitation. Subject to any additional limitations set forth in these Bylaws, no person shall incur any obligation or indebtedness in the name of the Club except as may be within the scope of such person’s responsibility, as provided in these Bylaws or as authorized by the Board of Directors.
2. Specific Limitations.
a. President. Except in the case of emergency, the President shall not incur any obligation or indebtedness in the name of the Club in excess of $100 without the prior authorization of the Board of Directors.
b. Board Members. Except in the case of emergency, other members of the Board of Directors shall not incur any obligation or indebtedness in the name of the Club in excess of $100 without the prior authorization of the Board of Directors.
c. Event Organizers. Except in the case of emergency, persons who are in charge of organizing Club events shall not incur any obligation or indebtedness in the name of the Club in excess of $50 without the prior authorization of the Board of Directors; however, persons who are in charge of organizing revenue-producing Club events (e.g., Rainbonnet, Driver Education) may incur obligations or indebtedness in the name of the Club as is customary for the event.
d. Adjustment By Board. The Board of Directors may, from time to time, adjust any of the foregoing specific dollar limitations.
3. Limitation on Personal Liability. All obligations or indebtedness incurred in accordance with the provisions of these Bylaws shall be incurred solely as claims against the funds and property of the Club, and the Club shall indemnify any persons incurring such liability from all personal liability thereon. All persons or corporations extending credit to, contracting with, or having any claim against the Club or the Board of Directors shall look only to such funds and property for the payment of any debt, damages, judgment or other money that may otherwise become due or payable to them from the Club or the Board of Directors, so neither the members of the Club nor its officers or Board of Directors, present or future, shall be personally liable therefore.
4. Liability for Unauthorized Actions. Any person whose actions subject the Club to any obligation or indebtedness in violation of these Bylaws shall be personally responsible for such act or acts, individually and collectively with other actors, and shall indemnify and hold the Club harmless therefrom.
Article XIl
Amendment of Bylaws
1. By Board of Directors. The Board of Directors may amend these Bylaws at any time. Upon doing so, notice of such amendment (and Members’ right to object thereto) shall be published in Anzeiger. Such amendment shall be effective 30 days after such issue of Anzeiger is mailed to the Members unless, before such date, the Secretary receives written objections thereto by at least 5% of the Members as of the date of the mailing. In such event, the amendment shall not be effective until approved by the Members as provided in Section 2.
2. By Members. The Members may amend these Bylaws in an election conducted in the same manner as the election of Officers and Directors pursuant to Article VIII.
Article XIII
Indemnification
The Club shall indemnify to the fullest extent permitted by law any person who has been made, or is threatened to be made, a party to an action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise (including an action, suit or proceeding by or in the name of the Club) by reason of the fact that the person is or was a director, officer, employee or agent of the Club. The right to and the amount of indemnification shall be determined in accordance with the provisions of law in effect at the time of the determination. Notwithstanding the preceding, the Club’s obligation to indemnify any person shall not apply in the case of any intentional or grossly negligent: (i) violation of these Bylaws; (ii) breach of any duty to the Club; or (iii) exceeding of such person’s scope of authority.
