Bylaws of the Intermountain Region Porsche Club of America, effective January 1, 2026. 

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:

  1. The highest standards of courtesy and safety on the roads.
  2. 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.
  3. The maintenance of the highest standards of operation and performance of the marque by sharing and exchanging technical and mechanical information.
  4. 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.
  5. The interchange of ideas and suggestions with other Porsche Clubs throughout the world and in such cooperation as may be desirable.
  6. The establishment of such mutually cooperative relationships with other car clubs as may be desirable.
  7. 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

  1. 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.
  2. 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.
  3. 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.
  4. 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

  1. Nominating
  2. Insurance
  3. Safety
  4. Track (includes HPDE and Club Racing)
  5. Autocross
  6. Tours
  7. Social
  8. 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 31st, 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.