CENTRAL INDIANA REGION, PORSCHE CLUB OF AMERICA, INC.
(Revised November 2008)
The name of the region shall be the Central Indiana Region (hereafter CIR) of the Porsche Club of America, Inc. (hereafter PCA, Inc.)
The general objectives of CIR to which its members are joined together and mutually pledged, shall be the furtherance of the following:
a. To uphold the objectives of PCA, Inc.
b. To promote the highest standards of courtesy and safety on the roads among all drivers.
c. 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.
d. The maintenance of the highest standards of operation and performance of the marque by sharing and exchanging technical and mechanical information.
e. 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 leadership and position in sports car annals.
f. The interchange of ideas and suggestions with other Porsche organizations throughout the world and in such cooperation as may be desirable.
g. The establishment of such mutually cooperative relationships with other clubs, groups, associations, and the general public as may be desirable.
h. To provide educational opportunities for the Membership and the public at large, in order to fulfill the objectives of the Club.
CIR shall be empowered to do all things and conduct all business not for profit as necessary to carry out the general objectives of CIR as set forth in the Articles of Incorporation, issued under the statutes of the State of Indiana, and in these By-laws, except as superseded by the By-laws of PCA, Inc.
Memberships, Dues, and Fees
Section 1 - Membership
Membership in CIR shall be as prescribed in the By-laws of PCA, Inc.
Section 2 - PCA, Inc. and CIR memberships
No active, family-active, affiliate or associate member may hold membership in CIR without being a member in good standing of PCA, Inc
Section 3 - Membership Applications
All applications for membership made to or forwarded to PCA, Inc., shall be processed in accordance with the By-laws of PCA, Inc.
Section 4 - Privileges
Members in good standing shall be entitled to all the privileges of CIR except that honorary members and affiliate members shall be entitled to neither vote nor to hold office.
Section 5 - Suspension
Any member may be suspended by a two-thirds vote of the Board of Directors of CIR for infractions of PCA, Inc. or CIR rules or regulations or for action inimical to the general objectives or best interests of PCA, Inc. or CIR. Upon written notice of such suspension, the suspended member shall be afforded a reasonable opportunity to be heard, in person or through a representative, by the Board of Directors or a committee appointed for such purpose, concerning the alleged misconduct. The Board of Directors may thereafter continue the suspension for a definite time, terminate the suspension, or expel the member, and its decision shall be final.
Section 6 - Resignations
Any member may resign by addressing a letter of resignation to the Secretary of CIR. His resignation shall become effective upon receipt and all CIR privileges shall terminate as of that date.
The elected officers of CIR shall be a President, Vice President, Secretary, Treasurer, Activities Chairman and Membership Chairman. Their terms of office shall be for one year and shall end on December 31. No officer shall serve in the same office more than two consecutive terms. No person may hold more than one office at one time. No officer may continue in office if he shall move his residence beyond the borders of CIR.
Board of Directors
Section 1 - Composition
The Board of Directors shall be composed as follows:
a. Elected officers.
b. Officers of the previous year not reelected.
c. Optionally, up to five additional Directors at Large appointed by the elected officers to serve a concurrent term with them.
Section 2 - Duties
The Board of Directors shall be responsible for the proper conduct of the administrative affairs of CIR, the proper functioning of the several committees, and shall insure compliance with these By-laws. All decisions of the Board of Directors shall be by majority vote unless provided by these By-laws.
Duties of Officers
Section 1 - President
The President shall preside at all meetings of the members and Board of Directors and shall perform the duties usually appertaining to this office. He may call special meetings of the membership under the provisions of Article X. In the absence of the President or in the event of his death, resignation, disability, or disqualification, his duties shall be performed by the Vice President.
Section 2 - Vice President
The Vice President shall assist the President in the conduct of the administrative affairs of CIR and perform such other duties as may be assigned to him by the President.
Section 3 - Secretary
The Secretary shall attend all meetings of the members and the Board of Directors and shall keep full and complete minutes of the proceedings and of all votes cast thereat. He shall cause to be published to the membership, by mail, notices of all matters relating to the proper conduct of CIR. He shall perform all duties incident to his office as required by law.
Section 4 - Treasurer
The Treasurer shall have custody of all monies, debts, obligations, and assets belonging to CIR. He shall receive all monies of CIR and deposit them to the CIR account in a bank insured by the Federal Deposit Insurance Corporation. He shall have direct control over and supervision of all CIR assets and of all payments of CIR debts and obligations. He shall give a full and correct report of the financial status of CIR at any annual meeting. The Treasurer shall cause to be maintained double entry books of account that shall reflect the true and correct financial status of all receipts, disbursements, balances, assets, and liabilities of CIR. All checks or other orders for payment of monies in the name of CIR shall be signed by the Treasurer.
Section 5 - Activities Chairman
The Activities Chairman shall be responsible for organizing CIR competitive, technical, and social events. He may appoint committee members to aid in completing the arrangements for the various events.
Section 6 - Membership Chairman
The Membership Chairman shall process all applications for new membership in a manner which complies with the requirements of PCA, Inc.
Section 7 - Interim appointments
In the event of the death, resignation, disability, or disqualification of any officer, or any other reason for vacancy, the remaining members of the Board of Directors shall make an interim appointment to the office vacated for the balance of the unexpired term.
Section 1 - Standing Committees
There may be standing committees of CIR, the Chairman of which shall be appointed by the President, as follows:
a. Publications, Publicity, and Public Relations.
Section 1 - Nominating Committee
The Nominating Committee, which shall consist of three members appointed by the President, shall submit to the membership at least 15 days before the beginning of the fiscal year a slate of one or more nominees for those offices about to be vacated.
Section 2 - Nominations by members
Ten or more members in good standing may nominate a slate consisting of not more than two nominees for each office. Such nominations must be submitted to the Secretary in writing and signed by each member at least seven days prior to the annual meeting. Nominations made in this manner shall be announced at the annual meeting. No nominations will be received from the floor.
Section 3 - Notice of elections
At least 15 days prior to the beginning of a fiscal year the Secretary shall cause to be published, to the membership by mail, a notice of election and the names of all nominees for office. The notice of election shall set an election date no less than 15 days or more than 30 days from the date of the notice's publication.
Section 4 - Ballots
All balloting shall be by secret ballot at an announced meeting of CIR membership.
Section 5 - Tellers
The Secretary and any other member or officer designated by the President shall serve as tellers and shall tabulate the votes cast. The member who receives the greatest number of votes for the office for which he is running shall be declared elected.
Annual and Special Meetings
Section 1 - Time of annual meeting
The annual meeting of CIR shall be held each year at such time and place as the Board of Directors may determine after due consideration of the convenience of the members and as will meet the requirements for the election of officers (Article IX, CIR Bylaws).
Section 2 - Special meetings
Special meetings of CIR members may be called by the President or by a majority of the Board of Directors. Three or more members may petition the Board of Directors by mail to hold a special meeting.
Section 3 - Quorum
At any annual or special meeting of the members, ten members will constitute a quorum. All decisions of the members at any annual or special meeting shall be by majority vote unless otherwise provided for by these Bylaws.
Section 4 - Notice of meetings
A notice, stating the time, date, place, and purpose of any meeting of the members shall be mailed to the membership by the Secretary not less than 15 days prior to such meeting.
Section 1 - Fiscal year
The CIR fiscal year shall be the calendar year.
Obligations and Indebtedness
Section 1 - Authority to incur obligations and indebtedness
Only the elected officers or persons authorized by the Board of Directors to act on behalf of CIR shall incur any obligation or indebtedness in the name of CIR. 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 CIR by reason of any such corporate obligation or liability. No elected officer, or other person authorized to act in behalf of CIR shall incur any obligation, or indebtedness, in the name of CIR in excess of $100.00 without prior approval of a majority of the Board of Directors.
All proposed CIR events, activities and expenditures exceeding a maximum of $100 in cost require a consolidated budget and prior approval by either the President, Vice President or Board of Directors, 60 days prior to the event or 30 days prior to registration going active or being published in the newsletter or e-mail notice being sent out or the expenses may not be reimbursed by the club.
Section 2 - Unauthorized obligations
No elected officer, or any other person authorized to act in behalf of CIR, shall incur any obligation, or indebtedness, in the name of CIR, which is not for the general benefit of the entire membership of CIR, nor shall 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 CIR by any elected officer, or member, in contravention of the By-laws, shall be an ultra vires act. The person or persons responsible for such act, or acts, shall be personally liable, individually and collectively, to CIR in an amount equal to the obligation or indebtedness which CIR may be required to pay.
Section 1 - Newsletter distribution
A newsletter shall be distributed to all CIR members and to elected officers of PCA, Inc. Courtesy copies shall be distributed to officials of neighboring Regions, Porsche dealer personnel, and any other individuals suggested or recommended by PCA, Inc. or the Board of Directors of CIR. The newsletter shall be published as frequently as necessary to adequately inform the membership of past and future club activities, official business, etc., and basically be on a monthly basis. The official name of the newsletter shall be CIRcular.
Section 2 - Newsletter publisher
The publisher of the newsletter shall be appointed by the President in the same manner as Committee Chairman per Article VIII of these Bylaws.
Amendment of By-laws
Section 1 - Amendment of By-laws
These By-laws may be amended by a majority of votes cast in a referendum of the membership, which shall be conducted by mail or by the members assembled at any annual or special meeting. A minimum of 10 votes must be cast.
Section 2 - Proposed amendments
The Board of Directors or any five members in good standing may propose amendments to these By-laws. Amendments proposed by five or more members shall be submitted to the Secretary in writing and be signed by each member.
Section 3 - Notice of proposed amendments and referendum
The Secretary shall cause to be published to the CIR membership, by mail, any proposed amendment submitted to him within 30 days thereafter, together with an explanation of the amendment and the need therefore by its sponsors. The Secretary shall give notice of referendum and set a referendum date no less than 30 days, or more than 45 days, from the date of the notice's publication.
Section 4 - Ballots
If voting for or against these By-laws is held at an annual or special meeting, those votes shall be by secret ballot.
Section 5 - Tellers
The Secretary and any other member or officer designated by the President shall serve as tellers and shall tabulate the votes cast in the referendum.
Section 6 - Notice of vote or referendum results
The secretary shall cause to be published to the membership, by mail, the result of any vote or referendum on a proposed amendment.
Section 1 - Corporation emblem
The corporation emblem shall be rectangular with rounded comets, horizontal, black on chrome or silver or black on white with the inscription "Central Indiana Region Porsche Club of America" around its perimeter. The initials "CIR PCA" shall be in the center of the design in a bold face with "CIR" placed above "PCA".