Region Bylaws

Porsche Club of America, maverick region, inc.

As Amended November, 2017

ARTICLE I: Name

The name of the Club shall be the Porsche Club of America, Maverick Region, 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:

The highest standards of safety and courtesy on public roads and tracks.
The enjoyment and sharing of good will and fellowship engendered by Porsche ownership and engaging in social or other events that may be agreeable to the membership.
The establishment and maintenance of mutually beneficial relationships with Porsche Cars North America, 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.
The interchange of ideas and suggestions with other Porsche Clubs and PCA Regions.
Establishment of mutually cooperative relationships with other sports car clubs.

ARTICLE III: Powers and Club Emblem

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 these Bylaws.

Section 2: Club Emblem

The Club emblem shall be an escutcheon, with the “Komenda” Porsche silhouette and Region name displayed in the upper section, the name of the Club in the middle strip, and the Star of Texas in the lower section. The colors of the emblem shall be red, white, blue and black. The emblem of the Maverick Region shall be shown on exhibit A of these Bylaws.

ARTICLE IV: Membership, Dues, and Fees

Section 1: Membership

Membership in the Club shall be restricted to 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 of this Article. Such members must also be a member of the Porsche Club of America, Inc.

Section 2: Classes of Membership

a) Active – Any owner or co-owner of a Porsche acceptable to the Club membership who is 18 years or older, having paid PCA National dues and fees as required, and may include (if requested by the active member) as a family-active member, one other person of the active member's immediate family, also 18 years of age or older, restricted to wife, husband, brother, sister, son, daughter, mother or father whether otherwise qualified for active membership of a Porsche or not.

b) Associate – Any active member who ceases to own or co-own a Porsche while in good standing, having paid PCA National dues and fees as required. A person of the associate member's family, who has been a family-active member as in (a) above, may continue as a family-associate member similarly. An elected officer who ceases to own or co-own a Porsche during their elected term may fulfill the unexpired portion of his term notwithstanding the provisions of the section.

c) Honorary – Any person who on the affirmative vote of a majority of a quorum, is deemed to merit recognition for outstanding interest in or service to the Club. Such membership shall be limited to one year, but may, upon affirmation, be renewed.

d) Affiliate – 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.

e) PCA Junior - PCA Juniors is a program for Porsche enthusiasts under age 18. Participants must be registered by an active PCA member.

Section 3: Membership Application

All applications for membership must follow the prescribed Porsche Club of America (PCA) process available through the PCA web site.

Section 4: Dues

Annual dues for the various classes of membership shall be consistent with PCA National guidelines, and shall be collected by the Porsche Club of America through their standard membership process. Annual dues shall be due and payable on the anniversary date of each member's original Club membership.

Section 5: Membership

The membership year shall terminate annually on the anniversary date of each member's original Club membership. New members shall submit with their applications the full amount of the annual dues.

Section 6: Privileges

Active, Associate, and Affiliate members in good standing shall be entitled to all the privileges of the Club, as outlined by PCA National, and these Active, Associate, and Affiliate members shall be entitled to vote and to hold an elected office.

Section 7: Termination

Membership in the Club may be terminated by:

Resignation, submitted in writing to the Secretary of the Club or to PCA National with forfeit of all dues previously paid to PCA National.
Expulsion for failure to pay annual dues as provided in Section 4, preceding.
Request for transfer to another region within the jurisdiction of PCA National, submitted in writing to the Secretary of the Club or to PCA National.

Any member may be suspended by a majority vote of the Executive Council for conduct to the detriment of the Club. Upon written notice of pending suspension, the member shall be offered reasonable opportunity to be heard, in person or through a representative, by the Executive Council concerning the alleged misconduct. The Executive Council may thereafter suspend the member for a definite time, terminate the pending suspension, or expel the member. Suspensions of active and associate members are also applicable to family-active and family-associate members. Any suspension can be appealed to the general membership which shall either uphold or repeal such suspension by a majority vote.

Section 8: Members in Good Standing

Members in good standing shall be constituted by payment of PCA National Club dues and approval of the national organization.

ARTICLE V: Officers

Section 1: Elected Officers

The elected officers of the Club shall be a President, Vice-President, Secretary, and Treasurer. Their terms of office shall be one year and shall end on December 31.

Section 2: Appointed Officers

In addition to the elected officers, the President shall appoint a number of individuals to the various standing committees which are necessary to conduct the operation of the Club and its adopted programs.

Section 3: Removal of Officers

An elected officer of the club, who is not fulfilling the duties of the office as specified in Article VII, may be removed by a majority vote of the remaining members of the Executive Council.

ARTICLE VI: Executive Council and Board of Directors

Section 1: Executive Council

The elected officers of the Club shall constitute the Executive Council. It shall be responsible for the proper conduct of the administrative affairs of the Club, the proper functioning of the named club event committees as noted in Article VIII, and shall ensure compliance with these Bylaws: it shall have all necessary powers to accomplish these things: but its decisions are subject to veto by a majority vote of the membership. All decisions of the Executive Council shall be by a majority vote. It shall examine, or cause to be examined, the Club financial records on a monthly basis. It shall also ensure that a current roster of members is maintained at the Region level in addition to the National database.

Section 2: Board of Directors

The elected officers, appointed event chairs, and the past President of the preceding year shall constitute the Board of Directors of the Club. It shall be the responsibility of the Board of Directors to provide input to the Executive Council to help determine all matters of Club policy not otherwise determined by the members at a regular or special meeting. The Board of Directors shall insure the proper conduct of the administrative affairs of the Club by the Executive Council. The President may relieve a member of the Board of Directors, other than an elected officer, who is not fulfilling the duties of the position as described in Article VIII. The fulfillment of duties by each member of the Board of Directors, other than an elected officer, shall be ongoing until such time as the Board member requests to be replaced.

ARTICLE VII: Duties of Officers

Section 1: Duties of President

The President shall preside at all meetings of the members, Board of Directors, and the Executive Council and shall perform the duties usually associated with this office.

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 duties as may be assigned to him/her by the President. In the absence of the President, the Vice-President shall preside. In the event of the death, resignation, disability or disqualification of the President, the Vice-President shall assume the office of President and a new Vice-President shall be appointed per Article 7, Section 5 Interim Appointments.

Section 3: Duties of Secretary

The Secretary shall attend all meetings of the members, Board of Directors, and the Executive Council, and shall keep full and complete minutes of the proceedings and of all votes cast thereat. The Secretary shall have custody of the Club's minutes and correspondence, and perform all duties incident to this office. Club minutes will be published online for access by the membership within 10 days of the conclusion of each meeting. The Secretary shall cause to be published online, via the club web site, to the membership the official and complete results of all balloting by the members. The Secretary shall also fulfill the duties defined in Article IX, Election of Officers.

Section 4: Duties of Treasurer

The Treasurer shall have custody of and be accountable for all monies, debts, obligations, and assets belonging to the Club. The Treasurer shall have direct control over and supervision of all Club assets. The Treasurer shall receive all monies of the Club and deposit them promptly to the Club account in a bank insured by the Federal Deposit Insurance Corporation and designated by the Executive Council. The Treasurer shall make all payments of Club debts and obligations pursuant to Article XI, Section 1. The Treasurer shall insure strict compliance with these Bylaws in all matters pertaining to the financial affairs of the Club. The Treasurer shall give a full and correct written report to the Executive Council of the financial position of the Club each month reflecting the Club's financial position as of the end of the previous month, and give a report to the Board of Directors at each Regular Meeting, and to the general membership of the financial position of the Club once each year by causing to be published in the Club newsletter the Club's financial position at December 31. Reports shall be made available to any member in good standing upon request. All checks or other orders for payment of monies in the name of the Club shall be signed by the Treasurer or appropriate officer in his absence. The Treasurer shall maintain, or cause to be maintained, a set of books and subsidiary records on the cash basis of accounting which will show, as a minimum, the source and disposition of all funds and other property that the Club may own. The Treasurer shall prepare, or cause to be prepared, such financial reports that are required or may be required by the National Organization, U.S. Internal Revenue Service, or other appropriate parties needing such information. The fiscal year of the Club shall be the calendar year.

Section 5: Interim Appointments

In the event of the death, resignation, disability, or disqualification of the Vice-president, Secretary, or Treasurer, the Executive Council shall make an interim appointment to the office so vacated for the balance of the unexpired term, with approval of a majority vote of the membership in attendance at a regularly scheduled meeting.

ARTICLE VIII: Committees

Pursuant to Article VI, Section 2, Event Chairs, as members of the Board of Directors, shall be appointed to serve at the discretion of the President. Standing club events chairs will normally include, but are not limited to, the following:

Autocross
Calendar
Charity
Club Race
Concours
High Performance Driver Education
Marketing
Mavs & Mochas (coffee social meets)
Membership
Monthly Socials
Newsletter Editor
PCA Tours (Driving Tours)
Rally
Safety
Social
Tech Session
Time Trial
Volunteers

The Executive Council may add to or delete from the above list of event chairs from time to time as it deems appropriate to accomplish the objectives of the Club. The Board of Directors shall determine the appropriate level of Club assets necessary for the efficient operation of each committee. The level of such assets shall be reassessed at the beginning of each fiscal year by the Board of Directors at the first scheduled Regular Meeting of each calendar year. Each Committee Chair must present an annual budget to the Treasurer prior to, or no later than, this first regularly scheduled Regular Meeting of each calendar year.

In addition to creating a schedule of regularly held events, each event chair is responsible for providing the Events Ad volunteer the necessary information to create advertisements of the upcoming events for our members. Event chairs shall work with the Marketing Chair to ensure information regarding events is posted on our website and social media outlets. In addition, each event chair should provide the newsletter editor a recap of each event along with photographs (as available) as soon as possible following the conclusion of each event, or before the 10th of the month following the event.

ARTICLE IX: Election of the Officers

Section 1: Nominations

At the June Board Meeting, the Executive Council shall appoint a Nominations Committee consisting of three members who are not currently serving as elected officers. The August newsletter shall contain the names and email contact information of those serving on the Nominations Committee, as well as a call for nominations for the following year's elected officers from the membership. The Nominations Committee shall provide the Club Secretary with a slate of candidates willing to run for the four elected offices. Should a member wish to place his or her own name on the ballot, he may do so by presenting the requested information to the Nominations Committee before October 1. The Club Secretary shall cause to be printed in the issue of the club newsletter of the month preceding the annual Founders Day Event, an official ballot listing all candidates for office. Should no nominations be received for any office, the current officer shall remain in office until the succeeding Executive Council can appoint a replacement.

Section 2: Election

Election of Club Officers shall be at the Annual Founders Day Event. Voting shall be by official online or paper secret ballot. The Secretary shall ensure that only ballots submitted by members in good standing are counted. The nominee who receives the greatest number of votes cast for the office for which his name appears on the ballot shall be declared elected. In case of a tie vote, a rerun vote shall be taken at the next Meeting, but in no event more than 45 days after the Annual Founders Day Event. All votes shall be counted by the Club Secretary and at least one member of the Nominating Committee.

ARTICLE X: Meetings

Section 1: Regular Meetings

Board of Directors Business Meetings, also known as "Regular Meetings," shall be held regularly. The time and location shall be published at least ten (10) days prior to the scheduled meeting. These meetings shall normally be held on or before the 10th day of the month. A meal or refreshments will normally be made available and a fee for food and beverage service may be charged. These meetings are always open to the membership at large.

Section 2: Annual Meetings

The Annual Meeting of the Club shall normally be held on a Saturday in November or December. The Election of Officers will be held at the Annual Meeting ("Founders Day"). Notice of the time and location of the Annual Meeting shall be published in the Club newsletter in the month prior to the scheduled meeting.

Section 3: Special Meetings

Special meetings of the members may be called by a majority of the Executive Council or by not less than five percent (5%) of the members in good standing. Written notice of the time, purpose, and location of the meeting shall be given to all members in good standing at least five (5) days prior to the date of the meeting.

Section 4: Quorom

One-half the Executive Council plus one-half of the Board of Directors, or 5% of the members in good standing shall constitute a quorum for the transaction of business at any regular or special meeting of the Board of Directors.

ARTICLE XI: Obligations and Indebtedness

Section 1: Authority to Incur Obligations and Indebtedness

Only the elected officers or persons authorized by the Executive Council to act on behalf of the Club shall incur any obligations or indebtedness in the name of the Club. The President is authorized to approve up to $500, without Board of Director approval, for expenses outside of normally budgeted and approved committee or event expenses.

Section 2: 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 contravention of these Bylaws shall be an ultra vires act (beyond the power authorized by these Bylaws). The person or persons responsible for such act or acts shall be personally liable, individually and collectively, to the Club in an amount equal to the obligation or indebtedness which the Club may be required to pay.

ARTICLE XII: Amendment of Bylaws

Section 1: Amendment of the Bylaws

The Executive Council or any five (5) members in good standing may propose amendments to the Bylaws. Amendments proposed shall be submitted to the Secretary in writing and shall be signed by the members proposing the amendments.

Section 2: Proposed Amendments

Robert's Rules of Order, Revised, shall govern the parliamentary procedure at all meetings of the Club. A Parliamentarian maybe appointed by the Executive Council to insure compliance with this article.

ARTICLE XIII: Parliamentary Procedure

Robert's Rules of Order, Revised, shall govern the parliamentary procedure at all meetings of the Club. A Parliamentarian may be appointed by the Executive Council to insure compliance with this article.

CONTACT

Olga Carolyn Stain Taylor

Secretary

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