BYLAWS OF THE OZARK LAKES REGION
PORSCHE CLUB OF AMERICA, INC.
Article I: Name
The name of the Club shall be the Ozark Lakes Region, Porsche Club of America.
Article II: Affiliation
The Club is to be affiliated with the Porsche Club of America, Inc. All members must be accepted into membership in the Porsche Club of America, Inc. before being accepted into the Ozark Lakes Region. All members must adhere to the Bylaws of the Porsche Club of America, Inc. and to the Bylaws of the Ozark Lakes Region.
Article III: Powers and 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 Missouri, and in these Bylaws.
Section 2 – Badge
The badge of the Club shall be a caricature of an Ozark hillbilly. The words ‘Ozark Lakes Region shall be above the caricature and the words ‘Porsche Club of America’ shall be below the caricature.
Article IV: Membership Dues, Suspension and Resignation
Section 1 – Membership
Membership in the Club will follow all Porsche Club of America, Inc. Membership guidelines and requirements.
Section 2 – Dues
The Club has authority to impose annual dues at the discretion of the Club Officers, The amount of these dues will be determined by the elected Club Officers. To impose or change the amount of the annual dues, it must be approved by a two-thirds vote of the voting board of directors and ratified by a majority vote at a general membership meeting. The Secretary shall cause this change to be published in the Club’s official publication within sixty (60) days after approval by the voting board of directors, with an explanation of the proposed amendments and the need therefore by its sponsors.
Section 3 – Suspension
Any member may be suspended, for a period of not greater than sixty (60) days, by a two-thirds vote of the voting board of directors in accordance with its Bylaws, for infractions of National or Regional rules or regulations, or for action inimical to the general objectives or best interests of the National or Regional Clubs. 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 Club Officers or a committee appointed by it for the purpose, concerning the alleged misconduct. After the sixty-day period the member will be automatically be reinstated in good standing or action taken to expel said member. For expulsion to occur, it must be approved by a two-thirds vote of the voting board of directors and ratified by a majority vote at a general membership meeting. This decision is final. Suspensions and expulsions of active and associate members are also applicable to family-active, family-associate and affiliate members.
Any member may be suspended, for a period of not greater than sixty (60) days, by a two-thirds vote of the voting board of directors in accordance with its Bylaws, for infractions of National or Regional rules or regulations, or for action inimical to the general objectives or best interests of the National or Regional Clubs. 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 Club Officers or a committee appointed by it for the purpose, concerning the alleged misconduct. After the sixty-day period the member will be automatically be reinstated in good standing or action taken to expel said member. For expulsion to occur, it must be approved by a two-thirds vote of the voting board of directors and ratified by a majority vote at a general membership meeting. This decision is final. Suspensions and expulsions of active and associate members are also applicable to family-active, family-associate and affiliate members.
Section 4 – Resignations
Any member may resign by addressing a letter of resignation to the Secretary of the Club. The member’s resignation shall become effective upon receipt and all Club privileges shall be terminated as of that date. An Active Member may terminate the membership of an Affiliate Member named by written notification to the Club Secretary.
Article V: Elected Officers and Voting Members
Section 1 – Elected Officers
The elected officers of the Club shall be a President-Elect, Secretary, and Treasurer with the President-Elect assuming the office of President in the beginning of the second year. Their terms of office shall be two years and shall end on December 31. (To enable this change, in 1999, a President will be elected for a period of one year.) No elected member shall serve in the same office more than two consecutive years. No officer may continue in office if he shall move his residence beyond the borders of the Region. The elected officers of the Club shall also serve as the Board of Directors for the purpose of state reporting. An individual may hold only one officer position at any given time.
Section 2 – Voting Members
In addition to the Elected Officers, three members will be elected to serve on the Board of Directors to serve as voting members and represent a broader selection of the general membership. These positions will serve for one year and be elected annually following the same rules and procedures as the elected officers.
Section 3 – Voting Board of Directors
The Voting Board of Directors consists of the President, President-Elect, Secretary, Treasurer, and three elected Voting Members. Each individual shall have exactly one vote and equal in weight.
Article VI: Duties of Officers and Special Appointees
Section 1 – Duties of President
The President shall preside at all meetings and shall perform the duties usually appertaining to his office. The President shall file the Regional Report Form with the National PCA each January. In the absence of the President, the President-Elect shall preside, and act as President. In case of his death, resignation or disqualification, the President-Elect shall become President.
Section 2 – Duties of President-Elect
The President-Elect shall assist the President in the conduct of the administrative affairs of the Club and perform such duties as may be assigned to him by the President. The President-Elect shall preside over nominations and the election of Club Officers.
Section 3 – Duties of Secretary
The Secretary shall keep full and complete minutes at the proceedings and of all votes cast. He 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. He shall perform all duties incident to his office required by law. The Secretary shall maintain a Club scrapbook and a file of the Club newsletters.
Section 4 – Duties of Treasurer
The Treasurer shall have custody of all monies, debts, obligations, and assets belonging to the Club. He shall receive all monies of the Club and deposit them to the Club account in a bank insured by the Federal Deposit Insurance Corporation. He shall have direct control over and supervision of, all Club fiduciary assets and of all payments of Club debts and obligations. All checks or other orders for the payment of monies in the name of the Club shall be signed by the Treasurer. The Treasurer shall have another Club Officer listed as a signee on the Club checkbook, preferably the Club President. The Treasurer shall submit a financial statement of Club funds on a quarterly basis to be published in the Club Newsletter and, in addition, the financial books shall be available for inspection at all general membership meetings. The Treasurer shall prepare and submit the annual Not for Profit Corporation forms to the State of Missouri as necessary. The Treasurer shall insure strict compliance with these Bylaws in all matters pertaining to the financial affairs of the Club.
Section 5 – Interim Appointments
In the event of the death, resignation, disability, or disqualification of the President-Elect, Secretary or Treasurer, the President shall make an interim appointment to the office so vacated for the balance of the unexpired term.
Article VII: Special Appointments and Committees
The elected officers shall appoint for an indefinite term such special chairman as deemed necessary by the elected officers. These chairmen shall include but are not limited to Newsletter Editor, Membership Chairman, Safety Chairman, and Webmeister. The Club Officers may create such other committees from time to time, to exist at its pleasure, as it may see fit.
Section 1 – Newsletter
The Newsletter Editor shall be responsible for editing, printing, and mailing the official Club newsletter in a timely fashion each month. The newsletter to be known as ‘The Porsche Principle’ shall contain information on current Club activities, past Club activities, and regional Porsche events. The Newsletter Editor shall submit interesting Club articles to ‘Panorama’ and shall assist the Club Secretary in maintaining a file of the Club newsletters.
Section 2 – Membership
The Membership Chairman shall process all applications for membership into the Porsche Club of America and the Ozark Lakes Region, PCA. The Membership Chairman shall solicit Porsche owners for membership into PCA and shall maintain the membership information holders which are located throughout the Region. The Membership Chairman shall maintain an accurate roster of members and prospective members and convey the information to the Secretary and the Newsletter Editor.
Section 3 – Safety
The Safety Chairman shall oversee the overall safety of Club activities in accordance with the Porsche Club of America standards. The Safety Chairman shall submit the proper Insurance Forms before any club activities involving moving vehicles or any other special events. The Safety Chairman shall make recommendations pertinent to safety for the Club, maintain a Club medical kit, fire extinguishers, inspect facilities for safe and usable Club purposes, and oversee the safe conduct of Club events (crowd control, workers, safety equipment). He shall inspect all vehicles at Club competition events and shall work with the event chairman to disqualify any entrants who drive recklessly or hazardously.
Section 4 – Flaming Fall Weekend
The Board of Directors shall oversee the activities of the Club’s annual multi-event weekend.
Article VIll: Election of Officers
Section 1 – Nominations
The President-Elect shall open the nominations for appropriate Club officers and voting members at the November event in the years requiring a change of officers. Every year the elected positions will be President-Elect, along with the Voting Members. In alternate years (due to a two-year term) the Secretary and Treasurer will be elected in addition to the President-Elect and Voting Members. The nominated person must be in good standing with the Club and the National Porsche Club of America. If a member is unable to attend the November meeting, he may submit a written nomination prior to the November meeting to the Secretary. The President-Elect shall notify all members nominated for officer and give them the opportunity to accept or decline the nomination prior to the publication of the December newsletter. In the official publication for the Club for December of any election year, the Secretary shall cause to be published a notice of election and the names of all nominees for each office.
Section 2 – Balloting
All voting shall be done by secret ballot at the December event in the year requiring a change of officers. Absentee ballots shall be made available to all eligible members prior to the December event. Any active or associate member and their designated affiliate member shall be allowed to cast votes not to exceed two votes per membership. Any member shall be entitled to write in the name of any member in good standing as his choice for any office. The ballots shall be tabulated at the December event and verified by two of the three elected Voting Members and an interested club member. The member who receives the greatest number of votes cast for the office for which he is a candidate shall be declared elected.
Article IX: Fiscal Year
The fiscal year of the Club shall be the calendar year.
Article X: Obligations and Indebtedness
Section 1 – Authority to Incur Obligations or Indebtedness
The elected officers must pre-approve all obligations or indebtedness in the name of the Club. All obligations or indebtedness incurred in accordance with the provisions of them Bylaws shall be incurred solely as corporate obligations. No personal liability whatever shall attached to or be incurred by any member or Officer of the Club by reason of any such corporate obligation or liability.
Section 2 – Unauthorized Obligations
No elected Officer or any other person authorized to act on behalf of the Club shall 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.
Section 3 – Personal Liability for Unauthorized Obligations
The incurring of any obligation or indebtedness in the name of the Club by an elected Officer or any member in contravention of these Bylaws shall be an ultra vires act. The person or person responsible for such act or acts shall be 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.