Bylaws of the Intermountain Region Porsche Club of America
ARTICLE I: NAME
The name of the Region shall be the Intermountain Region Porsche Club of America, Inc. (Hereinafter, Intermountain Region Porsche Club of America, Inc. shall be referred to as the Region.) Porsche Club of America may be referred to as the “Club”, “PCA”, “National Headquarters” hereinafter.
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 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 suggestions with other Porsche Clubs throughout the world and in such
cooperation as may be desirable.
F. The establishment of such mutually cooperative relationships with other car clubs as may be
desirable.
G. The preservation of the independence of the Porsche Club of America (PCA) and the Intermountain Region, free of control or undue influence by any outside individual, organization, company, or other entity, no matter how closely aligned to the Club in interest or purpose. In furtherance of this goal, the Porsche Club of America, and the region, shall remain a totally member-driven and primarily member- financed independent entities allowing neither inappropriate nor undue influence, financial or material,
from outside its domain, owing allegiance only to its members.
ARTICLE III: POWERS AND BADGE
Section 1 – Powers
The Region shall be empowered to do all things and conduct all business, not for profit, necessary to
carry out the general objectives of the Region as set forth in the Certificate of Incorporation, issued under the statutes of the State of Utah and in these Bylaws.
Section 2 – Badge
The badge of the Region shall be circular in form, being inscribed with the name of the Region. It shall be in a design symbolic of the State of Utah. The logo/badge for the Region shall be as shown on exhibit A to these Bylaws. No substantial alteration to the logo/badge may be adopted by the Region unless approved by a majority vote of its active and family active members.
ARTICLE IV: MEMBERSHIPS, DUES, AND FEES
Section 1 – Membership.
Membership in the Region shall be restricted to owners, lessees, or co-owners of Porsches who are 18 years of age or older, and to such other persons interested in the Club and its objectives as provided in Section 2 (B), (C), and (D) of this Article. A Porsche is defined as an automobile body and suspension which is, basically, as manufactured by or designated as a Porsche automobile by Porsche, Porsche AG
or its successor, which is powered by an engine or motor which is, basically, one which was installed in such bodies by the manufacturer of such automobiles, although not necessarily in the body concerned.
Section 2 – Classes of Membership
A. ACTIVE – Any owner, lessee or co-owner of a Porsche acceptable to the Region, who is 18 years of age or older, having paid PCA dues as required.
B. FAMILY-ACTIVE - An individual requested by an Active member as his or her Family-Active member, restricted to persons 18 years of age or older, whether otherwise qualified for Active membership by
ownership of a Porsche or not.
C. ASSOCIATE – Any Active member who ceases to own, lease or co-own a Porsche while in good standing, or any person, employed by a Porsche-oriented business, interested in the Club and its objectives having paid Club dues and fees as required. A person of the Associate member’s family who has been a Family-Active member as in (B) above, may continue as a Family-Associate member similarly.
D. AFFILIATE MEMBER – 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.
Section 3- PCA Membership Requirement
No person of any membership type may hold a membership in the Region without being a member in good standing of the PCA.
Section 4 – Membership Application
Applications for membership may be made either through the National Office or the Region, either of which may reject it.
Section 5 – Dues
National annual dues for the various classes of membership shall be determined from time to time by the National Board of Directors. National dues shall be collected by the National Club, which shall refund to the Region such part thereof as shall have been set by the National Board of Directors. National dues shall be due and payable at the end of the month in which the member joined or in which the member last renewed.
Section 6 – Membership Year
The membership year for Region members shall be set forth by the National organization who will manage renewal notices. Members who do not renew shall be dropped from membership.
Section 7 – Privileges
Members, including family-active members, in good standing shall be entitled to all the privileges of the Club, except that associate members and affiliate members shall be entitled neither to vote nor hold elective office, and except further that family-active members, affiliate members, and family-associate members shall not be entitled to receive any duplication of any Club mailing to the active member. Ballots will be mailed (or, if electronic means shall have been approved in accordance with these Bylaws,
then by mail, by electronic means, or any combination thereof), to active members only, with space for the vote of the family-active member. Only active members and family-active members, in good standing, shall be eligible to be nominated for elective Club office. The active and family-active member may cast only one vote each in any election or referendum.
Section 8 – Suspension
Any member may be suspended by a two -thirds vote of the Region Board of Directors or by the National Club in accordance with its Bylaws for infractions of the Region or National rules or regulations or for actions inimical to the general objectives or best interests of the Region or PCA. 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 PCA National Board of Directors or a committee
appointed by the National Executive Council for the purpose, concerning the alleged misconduct. In order to be considered valid, such appeal must be made in writing within 45 days of the written suspension notification. If the suspension was not for a stated length of time and no written appeal is tendered, the member is automatically expelled from PCA at the end of the 45-day appeal window. In the event of an appeal, the National Board of Directors may thereafter continue the suspension for a
definite time, lift the suspension, or expel the member, and its decision shall be final. Suspensions of active and associate members are also applicable to family-active, family associate and affiliate members.
Section 9 – Resignations
Any member may resign by addressing a letter of resignation to the Secretary of the Region or to the Executive Director of the National Office. The recipient shall inform the other of the resignation. The member’s resignation shall become effective upon receipt and all Club privileges shall terminate as of that date. Resignation of an active member likewise terminates membership of his/her family or affiliate member. An active member may terminate the membership of an affiliate member named by written notification to the Executive Director of the National Office.
Section 10 – Transfers
Any member may request for transfer out of the Region to another region within the PCA. This request shall be submitted in writing to the National Office.
Section 11 – Termination
An active member or associate member may terminate or change the family-active, affiliate or family-associate membership by written notice to the National Office.
ARTICLE V: ELECTED OFFICERS
Section 1 – Elected Officers
The elected officers shall be a President, Vice President of Activities, Vice President of Communications, Secretary, and Treasurer. Terms of office shall be two years and shall end on December 31. With the exception of the Treasurer, no officer shall serve in the same office more than two consecutive terms. The Treasurer position is not term limited. No officer may continue in office if the officer shall move the officer’s residence beyond the borders of the Region.
Section 2 – Eligibility
Only Active members and Family-Active members, in good standing, shall be eligible to be nominated for elective Region office.
ARTICLE VI: ELECTED OFFICERS/ BOARD OF DIRECTORS
Section 1 – Executive Council
The President, Vice-President of Activities, Vice-President of Communications, Secretary, Treasurer and Immediate Past President continuing to be an Active or Family-Active member, shall constitute the Executive Council in which the administration 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 the committees, and shall ensure compliance with these Bylaws. All decisions of the Executive Council shall
be by a majority vote unless otherwise provided in these Bylaws.
Section 2 – Board of Directors
The Executive Council and the Chairs of standing committees shall constitute the Board of Directors. 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 governance of the Region and compliance with these Bylaws. All decisions of the Board of Directors involving major policy considerations shall be arrived at by mail, telephonic or electronic canvass of the entire Board, to the fullest extent permitted by law. All
decisions shall be by majority vote of the Board members voting, to the fullest extent permitted by law. All decisions of the Board of Directors at any called meeting of the Board shall be by a majority of the votes cast by those members present, to the fullest extent permitted by law. At any meeting of the Board of Directors, representation of two thirds of those Board members 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 pertaining to the President’s office. The President shall call at least six 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 Board of Directors. The President shall cause to be published at a minimum of once per year, a report on the status of the Region, its plans and programs, policy decisions reached by the Board of
Directors and other pertinent matters dealing with the affairs of the Region. The President is a voting member of the National Board of Directors and participates in all National Board of Directors meetings.
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. The Vice President of Activities is responsible for developing and completing the annual calendar of events with support from standing committee chairs. 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 3- Duties of the 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. The Vice President of Communications is responsible for communications and registration processes for member events with support from standing committee chairs, through use of Club provided mailing tools, Region social media, web and registration applications.
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 to be published to Active members, 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 or cause to be kept the Region’s National Charter and all non-financial records at all times. The Secretary shall perform all duties appertaining 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 Club debts and obligations. The
Treasurer shall ensure strict compliance with these Bylaws in all matters pertaining to the financial affairs of the Club. The Treasurer shall cause to be published a summary of the annual report. The Treasurer shall also give a full and correct report on the financial status of the Region at any meeting of the Board of Directors. The Treasurer shall cause to be maintained 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 another elected officer(s) specified by the Region President, who will also share signing authority on the accounts. The Treasurer shall submit the Treasurer’s books of account and records to an independent accounting entity at the expense of the Region, biennially as directed by
the Board of Directors. The Treasurer shall have custody or cause to be kept the financial records of the Region
.
Section 6 - Duties of the Past President
The Past President shall have the responsibility to serve as a member of the Executive Council to provide continuity. Duties shall be assigned by the President and other members of the Executive Council as needed for the improvement and advancement of the Region’s objectives.
Section 7 -Vacancies / Interim appointments
In the event of the death, resignation, disability or disqualification of either of the Vice Presidents, 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 Vice Presidents, 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, during which time a special election will be held to fill the office for the remainder of the term. The Executive Council may declare vacant the seat of any Board of Director member who is absent from three (3) consecutive meetings of the Board of Directors without reasonable cause or report submission.
Section 8 - Financial Accounts
The President will specify a minimum of one additional Elected Officer’s name other than the Treasurer as signature authority on the Region’s accounts.
ARTICLE VIII: STANDING COMMITTEES and SPECIAL COMMITTEES
Section 1 – Committee Appointments
Standing Committee Chairs are appointed by a majority vote of the Executive Council and may, in like manner, be dismissed by the majority vote of same, except that a unanimous vote of the Executive Council shall be required for the appointment of the chair and members of the Nominating Committee and for their dismissal or replacement.
Any voting member of the Club may serve as a member or Chair of a Standing Committee. The Nominating Committee Chair must NOT be a current member of the Executive Council.
Section 2- Standing Committees
A. Nominating
B. Insurance
C. Safety
D. Track (includes HPDE and Club Racing)
E. Autocross
F. Tours
G. Social
H. Communications
Standing Committee Chairs will serve for January 1 through December 31 calendar years and will automatically renew. Standing Committee members must be an Active or Family-Active member and may vary in numbers as needed to accomplish the work of each committee. Committee members may be appointed by Standing Committee Chairs. Committee members may be dismissed or replaced by a majority vote of the
Executive Council.
Section 3- Special Committees.
The Executive Council may create such other ad hoc committees from time to time as required to execute the Club’s special activities, events, or objectives.
Section 4- Duties and Responsibilities of Committee Chairs
Committee Chairs are accountable to the Executive Council and will be required to submit annual plans, interim updates and to obtain advance approval for expenses.
ARTICLE IX: ELECTION OF OFFICERS
Section 1 – Nominating Committee
The Nominating Committee shall consist of three members, one member of the Executive Council not subject to election in the upcoming year, one Committee Chair who is NOT a member of the Executive Council, and one appointed Member-at-large in good standing. The nominating committee shall be appointed a unanimous vote of the Executive Council. The Chair of the committee shall be a member of the Board of Directors, who is not a member of the Executive Council. The Nominating Committee will deliver a recommended slate of candidates, at least one for each of the positions subject to election in
that year by September 1. No member of the Nominating Committee may be elected to an office in the same year in which he or she serves on the Nominating Committee.
The Secretary will publish the Nominating Committee’s slate of candidates via electronic
communications a minimum of 45 days prior to the November 15 ballot mailing deadline, or no later than October 1. The same publication will include announcement of the closing date for nominations by the members.
Section 2 – Nominations by the Members
Active and Family-Active members in good standing may nominate additional candidates for each office. Such nominations must be submitted to the Nominating Committee no later than October 31 st , or 30 days following the date of publication of the slate published by the Secretary on behalf of the Nominating Committee, whichever comes first. No member may be nominated or placed on the ballot without their consent.
Section 3 – Notice of Elections
The Secretary shall cause to be published a notice of election and the names of all nominees for office following the conclusion of the 30 day open period for nominations by members. This period will be no later than November 1.
Section 4 – Ballots
During the first fifteen days of November of any election year, the Secretary shall cause to be mailed (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 current Active members a notice of election and a ballot. Active and Family-Active members are entitled to one (1) vote each on any and each issue arising. The ballot shall contain: • Names of the nominees • Instructions to vote for no more than one candidate
for each Officer position. • Accommodation for voting for the ACTIVE member’s vote and the FAMILY ACTIVE member’s vote. • Accommodation provided for the signature of each voting member, their individual membership number, and their email address • A statement noting the calendar date deadline for the receipt of ballots. All ballots must be received by the Secretary no later than December 20. Ballots may be mailed or sent electronically. If the Secretary is up for election, he/she cannot receive and/or count ballot. In such case, a Teller will be designated.
Section 5 – Tellers
On or after December 21st the Secretary and an Active or Family-Active member who is not running for office in the election, shall count and tally all ballots received by the deadline. If the active Secretary is on the ballot, the Past President shall substitute, or another member in good standing with no direct interest in the outcome. Ballots received after the deadline shall not be counted unless there is a tie for any of the positions. If a tie remains after all the late ballots are tallied, the Secretary (or Past President)
shall flip a coin in the presence of the candidates or members present to determine a winner. Written protests shall be directed to the Executive Council within 15 days of the results being announced. The Executive Council has 15 days to hear the objection and determine a resolution. The Executive Council decision will be final.
Section 6 – Notice of Election Results
The Secretary shall cause to be published within 30 days the results of the election through a PCA eMailer notification and/or on the Region’s website.
Section 7 – Duties of Newly Elected Officials
Upon tabulation of the votes, the Secretary shall immediately notify all those on the ballot of the election results. The President-Elect shall, as soon as feasible, call a meeting of the newly constituted Executive Council for the purpose of appointment of committee members whose terms are to start at the first of the next year, as well as other appointments which may be required. At the discretion of the President-Elect, the meeting described above may be by in person, telephone or electronic means.
ARTICLE X: FISCAL YEAR
The fiscal year of the Region shall be the calendar year.
ARTICLE XI: OBLIGATIONS AND INDEBTEDNESS
Section 1 – Authority to Incur Obligations or Indebtedness
Only 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. All obligations or indebtedness incurred in accordance with the provisions of these Bylaws shall be incurred as corporate obligations. No personal liability whatsoever shall attach to or be incurred by any member or officer of the Region by reason of any such corporate obligation or liability. No elected officer or any other person authorized to act on behalf of the Region shall incur any obligations or indebtedness outside of Executive Council’s pre-approved standing operating expenses. Expenses which are not within the scope of the Executive
Council approved operating expenses, may be approved by the Treasurer in an amount of up to five hundred dollars. Requests for expenditure in excess of this amount require majority approval by the Executive Council.
Section 2 – Unauthorized Obligations
No elected Officer or any other person authorized to act in behalf of the Region shall incur any obligation or indebtedness in the name of the Region which is not for the general benefit of the entire membership of the Region nor shall the Executive Council or the Board of Directors approve the incurring of any such obligation or indebtedness.
Section 3 – Personal Liability for Unauthorized Obligation
The incurring of any obligation or indebtedness in the name of the Region by any elected 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 – Conflict of Interest
No Board Member shall engage in any transaction that could create a conflict of interest with the Region. Board Members shall disclose to the Executive Council any potential conflicts between their personal interests and the Region’s. No Board Member shall vote on any matter in which they have a material financial interest or conflict of interest.
Section 5- 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. The Treasurer shall provide membership with a summary report annually on the financial status of the Region. The Treasurer shall submit the Treasurer’s books of account and records for independent review at the expense of the Region, biennially as directed by the Board of Directors.
ARTICLE XII: – MEETINGS
Section 1– Executive Council Meetings
Meetings of the Executive Council may be called at any time. Each Executive Council member shall be notified such meeting at least seven (7) days prior to the time set for the meeting. In the event of a situation requiring urgent attention, the region President may call a meeting of the Executive Council on notice of less than seven (7) days. Regardless of the notice period prior to convening an EC meeting a majority vote of the full Executive Council is required to pass any issue subject to voting, and not just a
simple majority of the members in attendance.
Section 2 – Board of Directors Meetings
Meetings of the Board of Directors may be called at any time, but at minimum six (6) times per year, by the President or by a majority of the Executive Council members. Each Board of Directors member shall be notified of such meeting at least seven (7) days prior to the time set for the meeting. A simple majority of the Board of Directors is required to pass a voting issue, with a majority of Officers in attendance.
Section 3 – Region General Membership Meetings
Meetings of the members shall be at such time and place as designated by the Executive Council and held a minimum of once annually. Due notice of any Region Member Meetings shall be given, on the Region’s website or via other electronic notice that reaches the entire membership. Special meetings of the members may be called by the President, by a majority of the Executive Committee or by a petition signed by five (5) percent of the voting members. Due notice shall be given stating the date, time, place, and purpose of any such meeting at least ten (10) days before such meeting. A quorum at any special
meeting of the members shall consist of five (5) percent of the voting members in good standing, or fifty (50) voting members in good standing, whichever is larger.
Voting – At all meetings of the members, each Active or Family-Active- member in good standing shall be entitled to one vote on any matter which may be properly brought before the membership. Such vote may be via voice or by written ballot. Conduct of Meetings – The President, or in his/her absence the Vice President of Activities, shall preside at all meetings and will manage the agenda, discussion and voting.
Guests - Guests shall be permitted at all meetings unless a closed meeting is declared by a majority vote.
ARTICLE XIII – OFFICIAL PUBLICATION
The Region shall make routine announcements of upcoming events, official notifications, stories about activities, using a method that reaches all members, to the extent that member’s email contacts have been maintained in their PCA profile.
ARTICLE XIV: AMENDMENT OF BYLAWS
Section 1 – Review
Bylaws will be reviewed annually by the Board of Directors in January
Section 2 – Amendment of Bylaws
Proposed amendments to these Bylaws may be considered upon either recommendation by a majority of the Board of Directors or by written petition signed by at least ten (10) Active or Family-Active members in good standing. The Secretary shall prepare the suggested amendment(s) in such a manner as appropriate for incorporation in these Bylaws.
Section 3 – Approval of Proposed Amendments
The proposed amendment(s) shall be published on the Region’s website and/or in a publication that reaches Active and Family-Active members, to the extent that their email contacts have been maintained in their PCA profile, within sixty (60) days thereafter, together with an explanation of the proposed amendment(s) and the voting process.
Section 4 – Ballots
Voting upon amendment(s) to the Bylaws shall be by ballot. Ballots will include Accomodation for providing the signature of each Active and Family-Active voting member, their membership number, and their email address (if appropriate). Ballots cast in accordance with procedures adopted under this Article XIV shall be valid, and all other ballots shall be invalid. Amendment(s) to these Bylaws shall be approved by a majority of the votes cast by the voting membership. A five (5) percent quorum of the
voting membership in ballots must be received if the amendment is to be passed. Members, if they so choose, may vote by mail or electronically, subject to submission deadlines and directions communicated on the Region’s website and/or in a publication that reaches all active members at the time of publication of the proposed amendment(s).
Section 5 – Tellers
The Secretary and two voting members appointed by the President shall open, count and tally all ballots, and certify the results.
Section 6 – Notice of Vote or Referendum Results
The results shall be read into the minutes of the meeting and published in the next issue on the Region’s website and/or in a publication that reaches all members within seven (7) days.