Bylaws of the I R P C A, Inc.

Article I: Name, Term and Principal Office

Section 1: Name

The name of this organization shall be Intermountain Region Porsche Club of America, Inc. (Hereinafter, Intermountain Region Porsche Club of America, Inc. shall be referred to as the Region.)

Section 2: Term

The term of duration of this corporation shall be perpetual.

Section 3: Principal Office

The principal office of the Region shall be located at such place designated by the Executive Council.

Article II: General Objectives

The general objectives of the Region, to which its members are joined together and mutually pledged, shall be the furtherance and promotion of those objectives of the Porsche Club of America, Inc. (hereinafter referred to as the National Club), as defined in its Bylaws and amended from time to time.

Article III: Powers, Corporate Seal and Badges

Section 1: Powers

The Region shall be empowered to do all things and conduct all business, not for a profit, necessary to carry out the general objectives of the Region as set forth in the Articles of Incorporation issued under the State of Utah and in these Bylaws. In the event of conflict, the Bylaws of the National Club shall take precedence and supersede the Bylaws of the Region.

Section 2: Badges

The official badges of the Region shall include the official badge of the National Club, as well asa regional insignia. The regional badge shall be circular in form, being inscribed with the name of the Region. It shall be of a design symbolic of the State of Utah and of the Porsche marque.

Article IV: Membership and Dues

Section 1: Membership

Membership in the Region shall be open to any person who is a member in good standing of the National Club and who elects the Intermountain Region as his/her Region of record.

Section 2: Classes of Membership

Classes of membership in the Region shall be as defined in the Bylaws of the National Club.

Section 3: Membership Application

Applications for membership shall be made through the National Club.

Section 4: Dues

National dues shall be determined and collected as set forth by the National Club. The Region shall not collect additional dues.

Section 5: Privileges

Members in good standing shall be entitled to all the privileges of the Region, except that those classes of members ineligible to participate in a National vote or hold elective National office shall likewise be entitled neither to participate in a Regional vote nor hold elective Regional office. Furthermore, those classes of members not entitled to receive National mailings shall likewise not be entitled to receive Regional mailings. Ballots will be delivered by mail (or, if electronic means shall have been approved in accordance with these Bylaws, then by mail, electronic means or any combination thereof), to active members only, with spaces for the votes of eligible related members. Only those member classes eligible to be nominated for elective National office shall be eligible to be nominated for elective Regional office. A member may cast only one vote in any election or referendum.

Section 6: Suspension

Any member may be suspended by a two-thirds vote of the Executive Council for infractions of National or Regional rules or regulations or for actions inimical to the general objectives or best interests of the National Club or the Region. The suspended member shall be afforded reasonable opportunity to be heard as set forth in the Bylaws of the National Club

Article V: Officers and Board of Directors

Section 1: Officers

The officers of the Region shall be a President, Vice President of Activities, Vice President of Communications, Secretary and Treasurer. Their terms of office shall be one year, and shall end on December 31. Except for the Secretary and Treasurer, no officer shall serve in the same office more than two consecutive terms.

Section 2: Executive Council

The President, the two Vice Presidents, the Secretary, the Treasurer and the last Past President continuing to be an active member of the Region shall constitute the Executive Council in which the government of the Region shall be vested. It shall be responsible for the proper conduct of the administrative affairs of the Region, the proper functioning of its committees, and to ensure compliance with these Bylaws. All decisions of the Executive Council shall be by a majority vote of a quorum unless otherwise provided in these Bylaws. All decisions of the Executive Council involving major policy considerations shall be arrived at by mail, telephonic or electronic canvass of the entire Council. All decisions of the Executive Council at any called meeting of the Council shall be by a majority of the votes cast by those members present. All decisions of the Executive Council outside of a called meeting shall be by majority vote of the Council members voting. In the event of any Executive Council vote resulting in a tie, the vote of the current club President will act as the tie breaker.

Section 3: Board of Directors

The Executive Council together with the chairs the standing committees shall constitute the Board of Directors of the Region. It shall be the responsibility of the Board of Directors to determine all matters of Region policy. The Board of Directors shall ensure the proper conduct of the administrative affairs of the Region by the Executive Council, the fulfillment of duties by the officers, and compliance with these Bylaws.

Section 4: Meetings

The Board of Directors shall meet regularly, with a frequency determined by the President with approval of the Executive Council, but not fewer than six times per year. Prior notice of all Board of Directors meetings must be published in the Region’s regular publications, with reasonable advance notice. Times and dates must be published, and location must be provided to any member upon request. Any member may attend and observe any Board of Directors meeting. Any three members of the Executive Council shall constitute a quorum.

Article VII: Duties of Officers

Section 1: Duties of President

The President shall preside at all meetings of the Executive Council and the Board of Directors, and shall perform the duties usually appertaining to the President’s office. The President shall call at least the required number of meetings of the Board of Directors per calendar year. The President may call meetings of the Executive Council as the President may see fit, and shall call such a meeting at the request of any three members of the Council. In the absence of the President, the Vice President of Activities shall preside, and act as President. In case of the President’s death, resignation or disqualification, the Vice President of Activities shall become President.

Section 2: Duties of Vice President of Activities

The Vice President of Activities shall assist the President in the conduct of the administrative affairs of the Region and perform such other duties as may be assigned by the President. He or she shall coordinate planning of all activities which will be of interest to the general membership. To the extent possible, he or she will coordinate scheduling of events with other sports car clubs in the region.

Section 3: Duties of Vice President of Communications

The Vice President of Communications shall assist the President in the conduct of the administrative affairs of the Region and perform such other duties as may be assigned by the President. He or she shall coordinate publication of all printed and electronic communications to the general membership.

Section 4: Duties of Secretary

The Secretary shall attend all meetings of the Executive Council and the Board of Directors and shall keep full and complete minutes of the proceedings and of all votes cast thereat. The Secretary shall cause these minutes to be distributed, within ten days of meeting, to the Executive Council and/or Board of Directors as appropriate. The Secretary shall make available minutes of public Board of Directors meetings, in complete or summary form, to any member upon request. The Secretary shall cause to be published in the Region’s official publications notices of proposed and adopted amendments of these Bylaws and other matters relating to the proper conduct of the Region. The Secretary shall have custody of the corporate seal at all times as well as the Region’s records. The Secretary shall perform all duties incident to the Secretary’s office required by law.

Section 5: Duties of Treasurer

The Treasurer shall have responsibility for all monies, debts, obligations and assets belonging to the Region. The Treasurer shall cause all monies of the Region to be deposited to the Region accounts in a bank or banks insured by the Federal Deposit Insurance Corporation. The Treasurer shall have direct control over, and supervision of, all Region assets and of all payments of Region debts and obligations. The Treasurer shall ensure strict compliance with these Bylaws in all matters pertaining to the financial affairs of the Region. The Treasurer shall give a full and correct report on the financial status of the Region at any meeting of the Board of Directors. The Treasurer shall also make available such report to any member in good standing. The Treasurer shall cause to be maintained double-entry books of account which shall properly reflect the true and correct financial status of all receipts, disbursements, balances, assets and liabilities of the Region. All checks or other orders for the payment of monies in the name of the Region shall be signed by the Treasurer or by such other person(s) as designated by the Executive Council, and who is (are) overseen by the Treasurer. The Treasurer shall periodically submit the Treasurer’s books of account and records to the Audit Committee. The Treasurer shall perform all duties incident to the Treasurer’s office required by law.

Section 6: Interim Appointments

In the event of the death, resignation, disability or disqualification of a Vice President, the Secretary or Treasurer, the Executive Council shall make an interim appointment to the office so vacated for the balance of the unexpired term. In the event of the death, resignation, disability or disqualification of a candidate for the office of a Vice President, the Secretary or Treasurer, running unopposed, or elected but not yet seated, the Executive Council shall make an interim appointment to that office for not more than one year. Any such appointment effective for more than six months shall be construed as a complete term for the purposes of any applicable term limits.

Section 7: Financial Accounts

The Executive Council will specify a minimum of one additional Officer’s name other than the Treasurer as signature authority on the Region’s accounts.

Article VIII: Committees

The Executive Council may create committees from time to time, to exist at its pleasure as it may see fit. The President, with the advice and majority consent of the Executive Council, shall appoint the chairs of the standing and other committees and their members, and may, in like manner, dismiss or replace the chairs and members.

Article IX: Election of Officers

Section 1: Nominating Committee

The Nominating Committee shall consist of the sitting President along with two additional members appointed by the Executive Council: a member of the Board of Directors who is not also a member of the Executive Council, and a member-at-large in good standing. Prior to August 1 of each year, the Nominating Committee shall submit to the Secretary a slate of nominees for elected offices for the following year. Within ten days after receipt, the Secretary shall cause a copy of the Nominating Committee’s report to be sent to the Board of Directors. The report shall subsequently be published in the Region’s official publications prior to October 1, and the slate shall be presented at the next general membership meeting.

Section 2: Nominations by the Members

At the general membership meeting following publication of the Nominating Committee report, additional nominations may be taken from the floor. At that time, any uncontested nominees may be elected by a majority of those present.

Section 3: Notice of Elections In the event that more than one person is nominated for an elected office, the Secretary shall cause to be published a notice of election and the names of all nominees for office. Prior to November 1, the Secretary shall cause to be delivered by mail (or, if electronic means shall have been approved in accordance with these Bylaws, then by mail, by electronic means or any combination thereof), to all active members a notice of election and a ballot containing the names of all nominees for office. The due date for the return of the ballot shall be no earlier than the third Thursday in November.

Section 4: Ballots

All balloting may be by mail, with member name printed. Mailed votes shall be cast on standard size postcards, indicating the member’s choice of candidates and the offices for which they stand, and must be signed by the member. The ballot shall provide space(s) for the vote(s) of related members eligible to vote. Any member shall be entitled to write in the name of any member in good standing as their choice for any office. All mailed ballots shall be mailed to the Secretary, and must be received no later than the date set forth in the notice of election. In addition, the Executive Council may investigate procedures for electronic elections and voting, giving due consideration to methods of voting which are reasonably secure, nonduplicative and convenient, and which provide the essence of the ability to write in additional candidates and to have the votes sent to and recorded by the Secretary. If the Executive Council is satisfied that it has arrived at procedures that are efficacious and suitable for balloting, it may, with approval of the Board, adopt electronic voting procedures that may supplement mailed balloting procedures, and that may supersede mailed voting procedures for members preferring to vote by e-mail or other electronic means.

Section 5: Tellers

The Secretary shall tabulate the votes cast prior to the December general membership meeting. The member who receives the greatest number of votes cast for the office for which the member is a candidate shall be declared elected.

Section 6: Notice of Election Results

The Secretary shall cause to be published the results of the election in the Region’s official publications, and the same results shall be announced at the December general membership meeting.

Article X: Obligations and Indebtedness

Section 1: Authority to Incur Obligations or Indebtedness

Only the Officers or persons authorized by the Executive Council to act on behalf of the Region shall incur any obligation or indebtedness in the name of the Region. Authority to incur obligation or indebtedness beyond the Officers of the club will be in writing, limited to specified persons, for a set time frame, and for a specified maximum amount of funds to be obligated. Contracting Authorities cannot obligate the Region, until contracts are approved by a majority vote of the Executive Council, and payment is authorized or made by the Treasurer. 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 attach to or be incurred by any member or Officer of the Region by reason of any such corporate obligations or liability. No Officer or any other person authorized by the Executive Council to act on behalf of the Region shall incur any obligation or indebtedness in the name of the Region that would exceed a sum of $500, without approval of a majority of the Executive Council, except for expenses related to the Region’s official publications. The Executive Council shall not commit the Region to any lease, contract or other debt obligation exceeding six months in duration.

Section 2: Unauthorized Obligations

No Officer or any other person authorized to act on behalf of the Region shall incur any obligation of indebtedness in the name of the Region which is not for the general benefit of the Region, nor shall the Executive Council of the Board of Directors approve the incurring of any such obligation of indebtedness

Section 3: Personal Liability for Unauthorized Obligation

The incurring of any obligation or indebtedness in the name of the Region 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, individually and collectively, to the Region in an amount equal to the obligations or indebtedness which the Region may be required to pay.

Section 4: Financial Oversight

The Treasurer shall give a full and correct report on the financial status of the Region at any meeting of the Board of Directors. In each odd-numbered year, the President shall cause an audit of the Region’s financial records to take place, at the Region’s expense and at the close of the fiscal year. The Audit Committee shall consist of the Treasurer, at least one member-at-large, and at least one certified public accountant or other qualified person who need not be a member. The results of this annual audit shall be reported by the Treasurer to the Board of Directors, and the report itself shall be made available to the general membership.

Article XI: Dissolution

Upon dissolution of the Region, assets remaining after payment of outstanding debts will be divided equally among the members of record at that time. Article XII: Amendment of Bylaws

Section 1: Amendment of Bylaws

These Bylaws may be amended by a majority of the votes cast in a referendum of the membership.

Section 2: Proposed Amendments

The Executive Council, Board of Directors, or voting-eligible members constituting at least 3% of the then membership may propose amendments to these Bylaws. Amendments proposed by such members shall be submitted to the Secretary in writing and shall be signed by each member.

Section 3: Notice of Proposed Amendments and Referendum

The Secretary shall cause to be published in the Region’s official publications any proposed amendment submitted to the Secretary within sixty days thereafter, together with an explanation of the proposed amendments and the need therefore by its sponsors. Within a further period of sixty days, any member may submit statements of reasons against the adoption of any amendment to the Secretary. In the next regular publication, the proposed amendments and the explanations and needs shall again be published, together with a summary of any reasons against adoption which may have been submitted. Within fifteen days following the publication of said notice, the Secretary shall cause to be sent by mail (or, if electronic means shall have been approved in accordance with these Bylaws, then by mail, by electronic means or any combination thereof), to all active members a ballot and a copy or facsimile of the initial publication of the proposed amendments and their explanations. The ballot shall specify a final return date of not less than 30 days nor more than 45 days from the date of the initial mailing. In addition, the Executive Council may investigate procedures for electronic voting on such referenda, giving due consideration to methods of voting which are reasonably secure, nonduplicative, and convenient, and which provide the essence of the ability to have the votes sent to and recorded by the Secretary. If the Executive Council is satisfied that it has arrived at procedures that are efficacious and suitable for balloting, it may adopt with the consent of the Board, electronic voting procedures that may supplement mailed balloting procedures, and that may supersede mailed voting procedures for members not objecting to voting by email or other electronic means.

Section 4: Ballots

Mailed votes for or against a proposed amendment to these Bylaws shall be cast on a standardsize postcard and must be signed by the members, with name printed. Each mailed ballot shall provide a space for the vote(s) of related eligible members. All mailed ballots shall be mailed to the Secretary and must be received no later than the date set forth in the notice of referendum. Ballots cast electronically must be in accordance with procedures adopted by the Executive Council under this Article.

Section 5: Tellers

The Secretary and any two members designated by the President shall serve as tellers and shall tabulate the votes cast in the referendum within fifteen days of the return date.

Section 6: Notice of Vote or Referendum Results The Secretary shall cause to be published the result of any vote or referendum on a proposed amendment in the Region’s official publications.