ARTICLE I: NAME
The name of the Club shall be the Central Indiana Region of the Porsche Club of America, INC.
ARTICLE II: GENERAL OBJECTIVES
The general objectives of the Club, 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 Cars North America, Porsche AG, Porsche Dealers, and other service sources to the end that the marque shall prosper and continue to enjoy its unique leadership and position in automobile 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 Central Indiana Region (CIR), 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, Central Indiana Region is and shall remain a totally member-driven and primarily member-financed independent entity allowing neither inappropriate nor undue influence, financial or material, from outside its domain, owing allegiance only to its members.
ARTICLE III: POWERS AND LOGO/BADGE
Section 1 – Powers
The Club shall be empowered to do all things and conduct all business, not for profit, necessary to carry out the general objectives of the Club as set forth in the Certificate of Incorporation, issued under the statutes of the State of Indiana, and in these Bylaws.
Section 2 – Logo/Badge
The logo and badge of the Club shall be rectangular and horizontal with rounded comets, black on 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”. Any changes to the logo/badge must be approved by a majority vote of voting club members at the official annual meeting.
ARTICLE IV: MEMBERSHIPS, DUES, AND FEES
Section 1 – Membership & Jurisdiction
1. MEMBERSHIP – Membership in the Club 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. 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 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 a Regional Club, who is 18 years of age or older, having paid Club dues and fees as required. These members used to be called the Primary Member.
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 and must be related to the Active Member.
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. An Affiliate Member is defined as a non-family member who is not related to the Active Member.
Section 3 – National and Regional Club Membership
No Active, Family-Active, Associate, Family-Associate, or Affiliate member may hold membership in the Central Indiana Region without at the same time being a member in good standing of the National PCA Club which are each a separate legal entity.
Section 4 – Membership Application
Applications for membership may be made either through the National PCA Office or Central Indiana Region, either of which may reject it.
Section 5 – Dues
National annual dues for the membership shall be determined from time to time by the National PCA Board of Directors. National dues shall be collected by the National Club, which shall refund to Central Indiana Region such part thereof as shall have been set by the National PCA 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. Any refund requests should be forwarded to the National Office.
Section 6 – Membership Year
The membership year for members in Central Indiana Region 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
All Active, Family-Active, Associate members in good standing shall be entitled to all the privileges of the Club, to attend all meetings, vote, hold elective office, be appointed chairs of Standing Committees and be members of Standing Committees. Family-Active members, Family-Associate and Affiliate Members shall not be entitled to receive any duplication of any Club mailing to the Active or Associate Member. Election Mail-In Ballots will be published, mailed or if electronic means shall have been approved in accordance with these Bylaws by the Board of Directors, then published, by mail, by electronic means or any combination thereof, to Active and Associate Members only, with space provided for the vote of the Family-Active, Family Associate or Affiliate Member. All above voting members 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 CIR Board of Directors or by the National Club in accordance with its Bylaws for infractions of Regional Club or National rules or regulations or for actions harmful to the general objectives or best interests of the Club 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 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 Regional Club 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 Central Indiana 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 their Family-Active, Family-Associate or Affiliate membership by written notice to or calling the National Office.
ARTICLE V: ELECTED OFFICERS
Section 1 – Elected Officers, Terms of Office & Term Limits
The elected officers of the Club shall be a President, Vice President, Secretary, Treasurer, Membership Chair and Activities Chair. Their terms of office shall be for two years and shall end on December 31. No officer shall serve in the same office more than 3 consecutive terms (six consecutive years). No officer may continue in office if the officer shall move the officer’s residence beyond the borders of the Club. Term Limit exceptions may be authorized by a majority vote of the Board of Directors when special skills and training are required (e.g. Treasurer) and no qualified candidate is available.
Section 2 – Eligibility
Only Active and Family-Active members in good standing, shall be eligible to be nominated for elective Club office.
ARTICLE VI: BOARD OF DIRECTORS
Section 1 – Board of Directors
The President, Vice President, last Past President continuing to be an active member of the Club, Secretary, Treasurer, Membership Chair, Activities Chair, and up to five At Large Board members, appointed by majority vote of the elected officers, shall constitute the Board of Directors of the Club. It shall be the responsibility of the Board of Directors to determine all matters of Club policy. The Board of Directors shall insure the proper conduct of the administrative affairs of the Club, the fulfillment of duties by the officers, and compliance with these Bylaws. All decisions of the Board of Directors involving major policy considerations shall be arrived at during board meetings, 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.
ARTICLE VII: DUTIES OF OFFICERS
Section 1 – Duties of President
The President shall preside at all meetings of the Board of Directors and shall perform the duties usually appertaining to the President’s office. The President shall call at least 10 meetings of the Board of Directors but may call for additional meetings as needed. In case of the President’s death, resignation or disqualification, the Vice President shall become President.
The President shall have custody of or cause to be kept the Club’s National Charter and all non-financial records at all times.
The President, if they are an Active/Family-Active Member, is a voting member of the National PCA Board of Directors and participates in all National Board of Directors meetings.
Section 2 – Duties of Vice President
The Vice President shall assist the President in the conduct of the administrative affairs of the Club and perform such other duties as may be assigned to the Vice President by the President. In the absence of the President, the Vice President shall preside, and act as President. In case of the President’s death, resignation or disqualification, the Vice President shall become President.
Section 3 – Duties of Secretary
The Secretary shall attend all meetings of the Board of Directors and shall keep full and complete minutes of the proceedings and of all votes cast and make those minutes available to any member who requests them via publishing on the CIR website. The Secretary shall cause to be published in the Club’s official publication notices of proposed and adopted amendments of these Bylaws and other matters relating to the proper conduct of the Club. The Secretary shall perform all duties incident to the Secretary’s office required by law.
Section 4 – Duties of Treasurer
The Treasurer shall have responsibility for all monies, debts, obligations and assets belonging to the Club. The Treasurer shall cause all monies of the Club to be deposited to the Club accounts in a bank or banks insured by the Federal Deposit Insurance Corporation. The Treasurer shall have direct control over, and supervision of, all Club assets and of all payments of Club debts and obligations. The Treasurer shall insure strict compliance with these Bylaws in all matters pertaining to the financial affairs of the Club. The Treasurer shall also give a full and correct report on the financial status of the Club at any meeting of the Board of Directors and a brief summary to the membership at the Annual Meeting. 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 Club. All checks or other orders for the payment of monies in the name of the Club shall be signed by the Treasurer or by such other person(s) as designated by the Board of Directors, and who is (are) overseen by the Treasurer. The Treasurer shall submit the Treasurer’s books of account and records to a certified public accountant, at Club expense, at the close of the fiscal year as directed by the Board of Directors. The Treasurer shall have custody or cause to be kept the financial records of the Club.
Section 5 – Duties of Activities Chair
The Activities Chair shall have the responsibility of planning the Club’s Calendar of Events for the year and shall cause to be published such Calendar of Events in the Club’s publication and on the Club’s website Calendar. The Activities Chair shall coordinate all activities of the club so as to not incur avoidable conflicts.
Section 6 – Duties of Membership Chair
The Membership Chair shall have the responsibility of keeping accurate, up-to-date records of all Region Members. This information shall be kept private and only shared with other board members on an as needed basis. The Membership Chair shall work to understand the reason for non-renewals and help to improve member retention.
Section 7 – Duties of the Past President
The Past President shall have the responsibility to serve as a member of the Board of Directors to provide continuity. Duties shall be assigned by the Board of Directors as needed for the improvement and advancement of the Club’s objectives.
Section 8 – Vacancies / Interim appointments
In the event of the death, resignation, disability, or disqualification of an elected officer, the President shall recommend an appointment to the office so vacated for the balance of the unexpired term with a majority vote by the Board of Directors
In the event of the death, resignation, disability, or disqualification of a nominated candidate for the office of Vice President, Secretary, Treasurer, Membership Chair or Activities Chair, running unopposed, or elected but not yet seated, the Elected Officers shall make an interim appointment by majority vote to that office for the remainder of the term.
Section 9 – Removal of an Elected Officer or Board Member
Removal of an Elected Officer or Board Member for malfeasance, dereliction of duty, non-compliance or sustained non-attendance at a majority of board meetings will require a two thirds majority vote of the Board of Directors (not including the member that is the subject of such action hereunder).
Section 10 – Financial Accounts
The Board of Directors will specify a minimum of one additional Elected Officer’s name other than the Treasurer as signature authority on the Club’s accounts.
ARTICLE VIII: STANDING COMMITTEES and SPECIAL COMMITTEES
Section 1 – Appointment of Standing Committee Chairs
Standing Committee Chairs are appointed by the Elected Officers by Majority vote and may, in like manner, be dismissed by the majority vote of the Board of Directors, except that a unanimous vote of the Board shall be required for the appointment of the Chair 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.
Section 2
Standing Committees of the Club, as follows:
- Nominating Committee
- Historian
- Driver Education
- Website
- Official Publication
- Bylaws
- Insurance
- Dealer Liaisons
- Social Media
Section 3 – Standing Committee Members
Standing Committee members must be a member in good standing of the Club and may vary in number as required to accomplish the work of each committee. Committee members may be appointed by Standing Committee Chairs. Committee members may be dismissed or replaced by majority vote of the Board of Directors.
Section 4 – Duties and Responsibilities
Committee Chairs are responsible to the Board of Directors and shall submit event budgets of all anticipated expenses and income in connection with their function.
Section 5 – Special Committees
The Board of Directors may create other committees from time to time as required to execute the Club’s special activities, events, or objectives.
Section 6 – Term
Standing Committee Chair and member terms are concurrent with the current Board of Directors. They will automatically renew each year unless terminated by a majority vote of the Board of Directors.
ARTICLE IX: ELECTION OF OFFICERS
Section 1 – Nominating Committee
The Elected Board Members will appoint a Nominating Committee Chairperson from the current Board of Directors by unanimous vote, who is not running for office. Two other CIR Members selected by the Nominating Committee Chair and approved by the Board of Directors shall serve as members of the Nominating Committee. Members of the Nominating Committee must not be also running for office. The Nominating Committee is responsible for nominating a slate of officers to serve in the following term. Not later than August 1 of each election year, the Nominating Committee shall recommend to the Board of Directors at least one or more candidates for each elected Officer position that will be vacated in the following year.
Section 2 – Nominations by the Members
A nominee may be nominated by any member in good standing of the Central Indiana Region. Such nominations must be submitted to the Nominating Committee no later than July 31st.
No member may be nominated or placed on the ballot without their consent.
Section 3 – Notice of Elections
In the official publication for the Club for October and on the Club’s website of any election year, the Secretary shall cause to be published a Notice of Election and the names of all nominees for each office to be filled. The Notice of Election shall contain the dates for when the Election voting will begin and when all voting will end.
Section 4 – Ballots
During the first week of October of any election year, the Secretary shall cause to be published a mail-in ballot listing all nominated candidates and a secure log-in type electronic means of voting for all nominated candidates – if this type of electronic voting is approved by the Board of Directors.
All Members in good standing are entitled to one (1) vote on each elected office.
The Ballot shall contain:
Names of the nominees
Instructions to vote for no more than one candidate for each Officer position
Space for voting for the ACTIVE/ASSOCIATE members vote and the FAMILY ACTIVE/ASSOCIATE/AFFILIATE member’s vote
Space provided for Write-In votes
Space provided for the signature of each voting member, their membership ID number, and their email address (if appropriate).
All ballots must be received by the Secretary or, if the Secretary is on the ballot, the Past President, no later than November 1. Ballots may be mailed or sent electronically.
Section 5 – Tellers
On or after November 1 the Secretary and a member of the Nominating Committee who is not running for office in the election, shall count and tally all ballots received by the deadline and crosscheck mail-in votes with any electronic votes for duplication and verify that all voting members are in good standing as of the previous month. If the active Secretary is on the ballot, the Past President will substitute.
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, a special election shall be held using secured electronic voting and be sent to the members with a deadline of one week. The candidate with the majority of votes shall be declared the winner.
Written protests shall be directed to the Board Directors within 15 days of the results being announced. The Secretary or Past President if the Secretary is on the ballot, shall retain possession of all ballots and any electronic vote tallies until after the protests have been resolved. The Board of Directors has 15 days to hear the protests and determine a resolution. After the protest’s resolution, the Secretary or Past President if the Secretary is on the ballot, shall destroy all ballots and remove any electronic voting tally information for security of Member’s information. The Board of Director’s 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 in the Club’s official publication and on the Club’s website.
Section 7 – Duties of Newly Elected Officials
Upon tabulation of the votes, the Secretary shall immediately notify the persons elected of their election. The President-Elect or current President shall, as soon as feasible, call a meeting of the newly constituted Board of Directors 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 or the current President, the meeting described above may be by telephone, mail, or electronic means.
ARTICLE X: FISCAL YEAR
The fiscal year of the Club shall be the calendar year.
ARTICLE XI: OBLIGATIONS AND INDEBTEDNESS
Section 1 – Authority to Incur Obligations or Indebtedness
Only persons authorized by the Board of Directors to act on behalf of the Club shall incur any obligation or indebtedness in the name of the Club. All obligations or indebtedness incurred in accordance with the provisions of these Bylaws shall be incurred as corporate obligations. No personal liability whatever shall attach to or be incurred by any member or officer of the Club by reason of any such corporate obligation or liability.
No elected officer or any other person authorized to act on behalf of the Club shall incur any obligations or indebtedness in the name of the Club in excess of the sum of $200 without prior approval of a majority of the Board of Directors.
Section 2 – Unauthorized Obligations
No elected Officer or any other person authorized to act in behalf of the Club shall not incur any obligation or indebtedness in the name of the Club which is not for the general benefit of the entire membership of the Club 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 the Club by any elected Officer or member in violation of these Bylaws shall be illegal. The person or persons responsible for such act or acts shall be held personally liable, individually and collectively, to the Club in an amount equal to the obligations or indebtedness which the Club 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 Club. Board Members shall disclose to the Board any potential conflicts between their personal interests and the Club’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
All Committee Chairs, Special Appointees and Event Chairs, where necessary, shall prepare and submit event budgets to the Treasurer for collective review and approval by the Board of Directors.
The Treasurer shall submit and the Board of Directors shall internally review and audit quarterly reports on the Club’s finances.
The Treasurer shall give a full and correct report on the financial status of the Club at any meeting of the Board of Directors and present a brief summary of the Club’s current financial status to the membership at the Annual Meeting.
The Treasurer shall submit the Club’s financial records to an independent certified public accountant, at the Club’s expense, at the close of the fiscal year for audit as directed by the Board of Directors.
The Treasurer shall seek out the services of an Accountant to prepare and file the Club’s annual State and Federal Not-For Profit Tax Returns and file the annual Not For Profit Business Entity Report with the Indiana Secretary of State. Any fees for such shall be reimbursed by the Club. A Certified Public Accountant may be engaged by majority vote of the Board of Directors.
ARTICLE XII: MEETINGS
Section 1 – Board of Directors Meetings
Per Article VII, Section 1, the President shall call at least 10 meetings of the Board of Directors. Additional meetings may be scheduled as needed. Each Director shall be notified of such meeting at least seven (7) days prior to the time set for the meeting. With Majority of the Board in attendance, a simple majority of the Board of Directors is required to pass an issue being voted on, with non-attending board members votes acquired either by mail, email or telephone.
Meeting attendance may be in person, electronically or telephonic.
Section 2 – Club General Membership Meetings
Meetings of the members shall be at least once a year, at such time and place as designated by the Board of Directors. Due notice of any Club Member Meetings shall be given by publishing in the official publication, on the club’s website or via other electronic notice that reaches the entire membership.
Section 3 – Special Meetings
Special Meetings of the members may be called by the President, by a majority of the Board of Directors, or by a petition signed by five (5) percent of the Members. Due notice of any Special Meeting shall be given stating the date, time, place and purpose of any such Special Meeting at least ten days before such meeting.
A quorum at any Special Meeting of the members shall consist of five (5) percent of the Members in good standing, or ten (10) Members in good standing, whichever is larger.
Voting – At all meetings of the members, each Active, Family-Active, Associate, Family-Associate or Affiliate 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, shall preside at all meetings and will manage the agenda, discussion and voting.
Guests – Guests (nonmembers) shall be permitted at all Club meetings unless a closed meeting is declared by a majority vote of the Board of Directors.
ARTICLE XIII: OFFICIAL PUBLICATION
The Club will publish an official publication to announce upcoming events, official notifications, stories about activities. The official name of the Central Indiana Region publication is “CIRcular” with the “CIR” capitalized. Any changes to the name of the official publication must be presented to and approved by the Board of Directors.
ARTICLE XIV: AMENDMENT OF BYLAWS
Section 1 – Review
These Bylaws will be reviewed annually by the new Board of Directors each January to familiarize themselves with them.
The Bylaws shall be reviewed and updated, as necessary, every five (5) to ten (10) years.
Section 2 – Amendment of Bylaws
Proposed amendments to these Bylaws may be considered upon either recommendation by a majority vote of the Board of Directors, the Bylaw Committee or by written petition signed by at least ten (10) Active or Family-Active members in good standing. The Bylaw Committee shall prepare the suggested amendment(s) in such a manner as appropriate for incorporation in these Bylaws. The Secretary shall publish these amendments to the Club.
Section 3 – Approval of Proposed Amendments
The proposed Amendment(s) shall be distributed to all members of the Club by mail or electronically, published in the official publication of the Club or on the Club’s website within sixty (60) days thereafter, together with an explanation of the proposed Amendment(s) and the date at which any proposed amendment(s) will be voted on – no less than 30 days or more than 45 days after publication.
Section 4 – Ballots
Voting on amendment(s) to the Bylaws shall be by mail-in, secure electronic voting – if approved by the Board of Directors or at a Special Called Meeting. Ballot design shall follow the layout as outlined in Article IX, section 4. 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 membership. A five (5) percent quorum of the Members in ballots must be received if the amendment is to be passed. Members, if they so choose, can vote by mail, electronically – if approved or at a Special Called Meeting, subject to submission deadlines and directions communicated in the official publication of the Club and on the Club’s website at the time of publication of the proposed amendment(s).
Section 5 – Tellers
The Secretary and two members appointed by the President shall open, count and tally all ballots and crosscheck any mail-in votes with any electronic votes for duplicates. The Secretary shall certify the results to the President.
Section 6 – Notice of Vote or Referendum Results
The results shall be read into the minutes of the next Board of Directors meeting and published in the next issue of the official publication of the Club or published on the Club’s website within sixty (60) days.
Central Indiana Region
Est. 1963
Exhibit A: Club Logo/Badge
