The name of the Club shall be the Gold Coast Region, Porsche Club of America, Inc.
The general objectives of the Club shall be those set forth in the Articles of Incorporation of this Corporation.
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.
SECTION 2: BADGE
The Badge or Logo of the Club shall contain at least the words “PCA” and “Gold Coast”.
MEMBERSHIP, DUES AND FEES
SECTION 1: MEMBERSHIP
Membership in the Club shall be restricted to owners 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.
SECTION 2: CLASSES OF MEMBERSHIP
ACTIVE: Any owner or co-owner of a Porsche, who is 18 years of age or older, having paid Club 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 by ownership of a Porsche or not.
AFFILIATE: Any person, 18 years or older, named by an active member in lieu of a family member at the time of joining or at the time of any renewal of membership.
ASSOCIATE: Any active member who ceases to own or co-own a Porsche while in good standing, having paid Club dues 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.
HONORARY: Any person who, on the affirmative vote of three-fourths of the Board of Directors, is deemed to merit recognition for outstanding interest in or service to the Club. Such membership shall be limited to one year, but may, on the affirmative vote of three-fourths of the Board of Directors, be renewed.
LIFE: Any person who, on the unanimous vote of the Board of Directors, is deemed to have performed such extraordinary service to the Club as to warrant this signal honor.
SEASONAL MEMBER: Any PCA National member who pays the Gold Coast Region’s regular initiation fee per ARTICLE IV, SECTION 4 of these bylaws to participate in a Gold Coast Region event.
SECTION 3: MEMBERSHIP APPLICATIONS
All applications for membership made to or forwarded to the National Club shall be processed in accordance with the Bylaws of the National Club.
All applications for membership shall be acted upon in the manner specified in the Articles of Incorporation of this Corporation.
SECTION 4: INITIATION FEE
Any new member accepted by the Club shall pay a one time initiation fee due at the time of application of an amount to be determined by the Board of Directors.
SECTION 5: DUES
Annual Regional dues for the various classes of membership shall be determined from time to time by the Board of Directors. Regional Club dues shall be collected by the Regional Club. Dues shall be due and payable during the month of January.
SECTION 6: MEMBERSHIP YEAR
The Membership Year shall terminate on December 31. Members whose dues have not been paid by February 15th shall be automatically expelled. New members shall submit with their applications the full amount of the annual dues. In the year following that during which a member first joined, his dues shall be reduced to reflect that portion of his first year during which he was not a member. Subscription to the Club’s official publication shall begin with the month as dated on the member’s application for membership.
SECTION 7: NATIONAL DUES AND MEMBERSHIP
Any person joining PCA will be billed annually directly from National. National annual dues will be paid directly to National upon receipt of the invoice. Members who do not pay their dues in the time allotted on the invoice will be automatically dropped from PCA and will be removed from the National and Regional mailing lists.
Once dropped from membership, a new application along with all dues and initiation fees must be submitted.
SECTION 8: PRIVILEGES
Active, family-active, associate, and family-associate Members in good standing shall be entitled to all the privileges of the Club, including voting for Officers and Directors, holding elective office, and serving as Directors. Family-active members and family-associate members shall not be entitled to receive any duplication of any mailing to the active member of the family. Each active, family active, associate, and family-associate member in good standing may cast one vote in any election or referendum.
SECTION 9: SUSPENSION
Any member may be suspended by a two-thirds vote of the Board of Directors of the Gold Coast Region 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 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 by it for the 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. Suspensions of active and associate members are also applicable to family-active, family-associate, and affiliate members. Any member affected by any action taken by the Board of Directors under this Section may appeal such action to the Membership by filing a written Notice of Appeal with the Secretary at any time within thirty (30) days after the date upon which notice of such action is provided by the Board to such member. Upon the filing of such Notice of Appeal, the Secretary shall insert a notice thereof in the notice of the next regular meeting of the Club. At such meeting, both the Board and such member shall be entitled to appear and be heard by the Membership. A vote of the majority of the members present at a regular meeting so noticed at which a quorum is present shall be sufficient to affirm or reverse such action of the Board of Directors.
SECTION 10: RESIGNATIONS
Any member may resign by addressing a letter to the Secretary of the Gold Coast Region. His/her resignation shall become effective upon receipt and all Club privileges shall terminate as of that date.
EXECUTIVE COUNCIL AND DIRECTORS
SECTION 1: EXECUTIVE COUNCIL (OFFICERS)
The Executive Council of the Gold Coast Region shall be a President, Vice President, Secretary and Treasurer. Active, family-active, associate, and family-associate members in good standing are eligible to serve as elected officers of the Club. Their terms of office shall be as follows: the President may serve three (3) consecutive one year terms maximum; the Vice President, Secretary and Treasurer may serve unlimited consecutive one-year terms, or until their successors shall be qualified and elected. No Officer 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 the region.
SECTION 2: DIRECTORS
The Directors of the Club shall be four (4) elected Directors, and the immediate past President. No Director may hold more than one office at one time. The four elected Directors shall serve for a maximum of two consecutive two-year terms. In addition to the four elected Directors, there will also be elected an Alternate Director and an Alternate Director-in-Reserve. The person who receives the third largest number of votes in the election of Directors will be designated the Alternate Director and will attend Board meetings and serve when called upon as necessary to establish a quorum for the proper conduct of Club affairs and to vote to break voting ties of the Board and Officers. The Alternate Director will become a regular Director if one of the elected Directors should resign or be dismissed from that position. The person who receives the fourth largest number of votes in the election of Directors will be designated the Alternate Director-in-Reserve and will attend Board meetings and serve when called upon as necessary if the Alternate Director is unavailable. The Alternate Director-in-Reserve will become the Alternate Director should the Alternate Director become a regular Director, resign, or be dismissed from that position. Each Alternate and Alternate-in-Reserve Director shall be elected for a term of one year. The term of office of the four elected Directors shall be staggered so that two of these Directors shall be elected at each annual meeting. If an Alternate or Alternate-in-Reserve Director takes the place of a Director who has more than one year remaining, the Alternate or Alternate-in-Reserve Director will complete the entire term of the departed Director.
SECTION 3: APPOINTED OFFICERS
In addition to the Elected Officers, the Board of Directors may appoint for an indefinite term an Assistant Secretary, who shall perform such duties as the Board of Directors may assign.
SECTION 4: QUALIFICATION OF DIRECTORS / OFFICERS
1) The potential nominee must have attended at least half of the Board of Director Meetings in the year they are nominated. Proof of attendance shall be determined by the Secretary as recorded in the Minutes of said meetings;
2) The potential nominee must have served on or held a committee position in the year they are nominated;
3) The potential nominee and that person’s nomination must be approved by the Board of Directors;
4) Items 1 and 2 above are waived/not required if the nominee has previously served as a Director/Officer; and
5) The Secretary is responsible for and must determine the qualifications/eligibility of all potential nominees prior to nomination in accordance with this Section and Article V.
ARTICLE VI BOARD OF DIRECTORS
SECTION 1: BOARD OF DIRECTORS
The Executive Council of the Club together with four (4) elected Directors, and the immediate Past President, shall constitute the Board of Directors. The Board shall be responsible for the proper conduct of the administrative affairs of the Club, the proper functioning of the various committees, and shall insure compliance of all Club activities with these Bylaws.
SECTION 2: VOTING
All decisions of the Board of Directors shall be by a majority of the votes cast by those Officers and Directors present. At any meeting of the Board of Directors, representation of six or more shall constitute a quorum.
DUTIES OF OFFICERS
SECTION 1: DUTIES OF PRESIDENT
The President shall preside at all meetings of the members and the Board of Directors, and shall perform the duties usually pertaining to his 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: DUTIES OF THE 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 him by the President. The Vice President will be the Nominating Committee’s first choice as a candidate for the President for the following year, assuming the current President does not continue on.
SECTION 3: DUTIES OF THE 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. The Secretary shall cause to be published in the Club’s official publication and through its electronic media, notices of all meetings of the members, proposed and adopted amendments of these Bylaws and other matters relating to the proper conduct of the Club. The Secretary shall have custody of the Club’s records.
SECTION 4: DUTIES OF THE TREASURER
The Treasurer shall have custody of all monies, debts, obligations and assets belonging to the Club. The Treasurer shall receive all monies of the Club and deposit them in the Club checking account in a bank insured by the Federal Deposit Insurance Corporation and/or in a savings account insured by the Federal Savings 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 give a full and correct report of the financial status of the Club at any annual meeting and/or as requested by the Board of Directors.
SECTION 5: INTERIM APPOINTMENTS
In the event of the death, resignation, disability or disqualification of the Vice President, Secretary or Treasurer, the Board of Directors shall make an interim appointment to the Office so vacated for the balance of the unexpired term.
SECTION 1: STANDING COMMITTEES
There shall be eight standing committees of the Gold Coast Region as follows:
Newsletter (die Porsche Kassette)
Nominating (nomination of Club Officers and Directors)
Website and Electronic Media
The President may nominate the Chair persons of the Standing Committees and such other members as may be desirable subject to review and approval by the Board of Directors. The President and/or Board of Directors shall create such other committees from time to time as may be desirable and necessary.
ELECTION OF OFFICERS AND DIRECTORS
SECTION 1: NOMINATING COMMITTEE
The Nominating Committee will be appointed by the President on or before the date of the May Board meeting. The Nominating Committee shall consist of three members including the immediate Past President who shall chair the Committee. A member running for election in the current year may not be a part of the Nominating Committee. The Committee shall submit its proposed Slate of Officers to the Board of Directors at the July Board meeting. No person may be nominated without his or her permission. The Secretary shall verify that the person has given permission for the nomination if that person is not present at the time of the nomination. The Nominating Committee, in conjunction with the Secretary will verify that each nominated member conforms to the standards of these Bylaws in order to be considered a candidate.
SECTION 2: NOMINATION BY THE MEMBERS
Any Gold Coast Region member in good standing may nominate any one or more persons who are eligible as candidates for an elected office from the floor at the August or September Board meeting and general membership meeting. No person may be nominated without his or her permission. The Secretary shall verify that the person has given permission for the nomination if that person is not present at the time of nomination.
SECTION 3: NOTICE OF ELECTION
The Secretary shall cause to be published in the September issue of the Newsletter and in Gold Coast Region’s Website a Notice of Election of the Nominating Committee’s Slate of Officers. The Notice of Election shall set forth the election procedure as described in SECTION 4: BALLOTS, below. Each candidate will be requested to submit a statement for candidacy and/or biographical profile to be published in the September issue of the Newsletter for the benefit of the membership.
SECTION 4: BALLOTS
Preferably, all voting shall be by done by secure, electronic form although traditional, non-electronic paper ballots may be used as well to supplement where needed. Each GCR member in good standing at the time of the elections may log into the designated web address between October 15 and November 15 and after accessing the site using the necessary and individually specific security keys, he/she shall proceed to fill in the different choices in the electronic ballot. There will also be a space for a write-in vote. Electronic voting will only allow each member to vote once. In the case that an active, family-active, associate or family associate member requests it, the Secretary will send one non-electronic, write-in ballot to that member by the U.S. Postal Service.
The Secretary shall prepare a written ballot listing the names of all the nominees for each of the offices for which there will be a vote taken and that ballot will be replicated in electronic form at the voting website. If only one nominee is submitted for any office, then that nominee is deemed to be elected. The name of any such unopposed nominees will appear on the ballot but no voting will be required for their election. Non electronic, write-in ballots must be returned to the U.S. Postal Service address indicated on the ballot and postmarked no later than November 15th. Ballots shall remain sealed until opened all together at the same time by the Nominating Committee for tabulation.
The Nominating Committee shall tabulate the votes cast, add them to the electronic tally and report the results of the election. The nominee who receives the greatest number of votes cast for the office for which he or she is a candidate will be declared to be elected. For the election results to be official, they must comply with ARTICLE X , SECTION 4: QUORUM. If a quorum is not achieved, a re-election shall immediately be conducted using the same ballot format and nominees and with an explanation of why the re-election is necessary. During the time of the re-balloting the current officers and directors will remain in office. Upon receipt of the results of the re-election, the newly elected slate of officers and directors will immediately take office.
The Secretary shall inform the newsletter editor and the webmaster of the results of the election in time for their publication in the January issue of the Club newsletter and as soon as possible in Gold Coast Region’s website. A formal announcement of the election results will be made to the membership at the December dinner/social meeting and an e-mail blast shall be generated with the official results as well.
SECTION 5: ELECTION VOTING TIES
In the event of a voting tie, the following methods in the order of priority as presented shall be used to break the tie.
The position goes to the nominee who has not held that particular office.
The position goes to the nominee who has not held any office in Gold Coast Region.
The position goes to the nominee who has been a member of the Gold Coast Region for the longest period of time.
SECTION 6: NOMINATIONS FOR TWO OFFICES
No member shall accept nomination for more than one office in any election.
ANNUAL AND SPECIAL MEETINGS
SECTION 1: TIME OF ANNUAL MEETING
The annual meeting of the Club may 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.
SECTION 2: SPECIAL MEETINGS
Special meetings of the members may be called by the President or by a majority of the Board of Directors.
SECTION 3: VOTING
All decisions of the members at any annual or special meeting shall be by a majority vote unless otherwise provided by these Bylaws.
SECTION 4: QUORUM
At any annual or special meeting of the members, five percent (5%) of the total membership shall constitute a quorum. All decisions of the members at any annual or special meeting shall be by a majority vote unless otherwise provided by these Bylaws.
SECTION 5: NOTICE OF MEETING
A notice, stating the time, date, place and purpose of any meeting of the members shall be published by the Secretary in the Club’s official publication and/or announced through electronic media to the membership not less than thirty (30) days prior to such meeting.
SECTION 1: FISCAL YEAR
The fiscal year of the Club shall be the calendar year.
ARTICLE XII 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 the Club shall incur any obligation or indebtedness in the name of the Club.
No obligation shall be incurred in the name of the Club in excess of any of the Reserve Funds (i.e., Certified Accounts) without the prior unanimous approval of the Board of Directors.
No elected officer or other person authorized to act on behalf of the Club shall incur any obligation or indebtedness in the name of the Club in excess of the sum of $200.00 without prior approval of a majority of the Board of Directors, except for the purposes of printing, mailing and stenographic expenses of the Club’s official publication.
SECTION 2: UNAUTHORIZED OBLIGATIONS
No elected Officer or any 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 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 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 Club in an amount equal to the obligation or indebtedness which the Club may be required to pay.
SECTION 4: SIGNATORIES
Checks in the amount of $200 or less shall be signed by one member of the executive council. Checks in the amount of more than $200 shall be signed by any two members of the executive council.
AMENDMENT OF BYLAWS
SECTION 1: AMENDMENT OF BYLAWS
These Bylaws may be amended by a majority of the votes cast in a referendum of the membership, which shall be conducted in the same fashion as the yearly elections.
Proposed amendments may be adopted only in the manner set forth in the ARTICLES of this Corporation.
SECTION 2: NOTICE OF PROPOSED AMENDMENTS
Proposed bylaws amendments must be presented and approved at a regularly scheduled meeting of the Board of Directors. The Secretary shall cause to be published in the Club’s official publication, on the Club’s Website and/or special mailing, any proposed amendment submitted to him/her by the Board of Directors within thirty (30) days thereafter, together with an explanation of the amendment and the need therefore by its sponsor. The Secretary shall give written notice to the members not less than thirty (30) days before the date which such amendment is to be voted upon.
SECTION 3: NOTICE OF RESULTS
The Secretary shall have the results of a vote on bylaws amendments published in the Club’s official publication and on the website no later than the second issue after the tabulation of ballots.
SECTION 4: STANDING ACTS.
The Secretary shall record actions by the Board of Directors which have standing effect on a separate page to be kept with the official copies of the Club Bylaws maintained by the President and the Secretary.
SECTION 1: RULES OF ORDER
Except as is otherwise provided in the Articles of Incorporation of this Corporation or in these Bylaws, all meetings of members shall be conducted in accordance with the current edition of Robert’s Rules of Order.
SECTION 2: GOLD COAST REGION EVENTS
To participate in a Gold Coast Region event, the participant must be a Member of Gold Coast Region as defined in ARTICLE IV, SECTION 2: CLASSES OF MEMBERSHIP, of these Bylaws.
February, 1969 Revised
November, 1989 Revised
November, 1999 Revised
September, 2012 Revised