BYLAWS
September 28, 2015
356 Registry, Inc.

ARTICLE I: NAME
The name of the Club shall be the 356 Registry, Inc. An alternative name is the Porsche 356 Registry, Inc. subject to approval of Porsche AG.

ARTICLE II: GENERAL OBJECTIVE
The general objectives of the Club shall be the preservation and promotion of the following. A. The highest standards of courtesy and safety on the road. B. The enjoyment and sharing of goodwill and fellowship engendered by owning a Porsche automobile manufactured between 1948 and 1965 and engaging in social or other events as may be agreeable to the membership. C. The preservation of the highest standards of operation and performance of the marque by sharing and exchanging technical and mechanical information concerning these 1948-1965 Porsche cars. D. The interchange of ideas and suggestions with other 356 Porsche Clubs throughout the world. E. The establishment of mutually cooperative relationships with other Sports Car Clubs as may be desirable.

ARTICLE III: POWERS, CORPORATE SEAL 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 Ohio and in these Bylaws.
Section 2 - Corporate Seal
The corporate seal of the Club shall be circular in form, being inscribed with the name of the Club and the year and place of its incorporation.
Section 3 - Badge
The badge of the Club shall be circular in form, being inscribed with the name of the Club and insignia "356." The colors of the badge shall be red, gold and black.

ARTICLE IV: MEMBERSHIP, DUES AND FEES
Section 1- Membership
Membership in the Club shall be open to any person with an interest in the 356 Porsche automobile. A 356 Porsche is defined as an automobile body and suspension which is, basically, as manufactured between 1948 and 1965 by, or designated as, a Porsche automobile by Porsche AG or its successors, 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. Ownership of a 356 is not required.
Section 2 - Classes of Membership
A. ACTIVE – Any person having paid Club dues and fees as required.
B. HONORARY - Any person who, on the affirmative vote of the Trustees, 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 the affirmative vote of the Trustees, be renewed.
C. LIFE - Any person who, upon the three-fourths vote of the Trustees, is deemed to have performed such extraordinary service to the Club as to warrant this honor. A life member shall be considered as an active member.
Section 3 - Membership Application
All applications for membership shall be submitted to the Membership office, and will receive a provisional acceptance which may be subject to review and decision by the Trustees. In case of rejection of the provisional application the applicant may appeal to the Trustees whose decision shall be final and binding.
Section 4 - Dues
Annual dues for the various classes of membership shall be determined from time to time by the Trustees. Annual dues shall be due and payable at the end of the month in which he or she joined or in which he or she last renewed.
Section 5 - Privileges
Members in good standing shall be entitled to all the privileges of the Club, except that Honorary members shall not be entitled to vote or hold elective National office. Section 6 – Suspension
Any member may be suspended by a two-thirds vote of the Trustees for infractions of the 356 Registry rules or regulations or for action inimical to the general objectives or best interests of the 356 Registry.
Section 7 - Resignations
Any member may resign by addressing a letter of resignation to the Membership Office who shall inform the Trustees of the resignation. The resignation shall become effective upon receipt and all Club privileges shall terminate as of that date.


ARTICLE V: ELECTED TRUSTEES AND SPECIAL APPOINTMENTS

Section 1 - Trustees and Officers
Trustees are elected by the membership for three year terms. The number of Trustees elected in any one year shall not constitute a majority of Trustees of the then governing board. President, Vice-President, Secretary, Membership Chairperson, Media Chairperson and Treasurer shall be positions appointed by the Trustees. Their terms of office shall be one year, and shall end on the first Trustees' meeting of each year. No Trustee or officer may continue in office if he or she shall move his or her residence beyond the borders of the United States. Immediate family members shall not serve concurrently as Trustees.
Section 2 - Special Appointments
The Trustees may appoint an Executive Vice President, another Trustee (in the event of resignation, incapacitation etc.) and such other persons for a specified term as they may deem advisable to insure the proper operation of the Club. These appointments may be terminated at will by the Trustees.


ARTICLE VI: CLUB GOVERNANCE

Section 1 - Trustees
All decisions pertaining to the overall management of the club shall be by a majority vote of the elected Trustees unless otherwise provided in these Bylaws. The Trustees may increase or decrease the total number of Trustees in accordance with the Articles of Incorporation.
Section 2 - Officers
The President, the Vice-President, the Secretary, the Treasurer, the Executive Vice-President, if any has been named, Membership Chairperson, and Media Chairperson shall constitute the Officers in the Club. The Officers and Trustees shall be responsible for the proper conduct of the administrative affairs of the club, the proper functioning of the several committees, and shall insure compliance with these Bylaws. The Officers and Trustees shall be entitled to reimbursement for any reasonable and ordinary expenses incurred in the fulfillment of their duties.


ARTICLE VII: DUTIES OF OFFICERS
Section 1 - Duties of President
The President shall preside at all meetings of the Trustees, and shall perform the duties pertaining to his office. He shall call at least one meeting of the Trustees per calendar year. He may call meetings of the Trustees as he may see fit and shall call such a meeting at the request of any three Trustees. The President shall cause to be published in the club's official publication a semi-annual report on the status of the Club, its plans and programs, policy decisions reached by the Trustees and other pertinent matters dealing with the affairs of the Club. In the absence of the President, the Vice-President shall preside, and act as President. In case of his or her death, resignation or disqualification, the Vice-President shall become President.
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 him or her by the President.
Section 3- Duties of Secretary
The Secretary shall attend all meetings of the Trustees and Officers and shall keep full and complete minutes of the proceedings and of all votes cast. He or she 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 have custody of the corporate seal at all times as well as the club's records. He or she shall perform all duties incident to his or her office as required by law.
Section 4 - Duties of Membership Chairperson
The Membership Chairperson shall oversee the Membership Office, its efficient functioning and its compliance with stated goals and procedures. The duties of the Membership Office are specified in the job description.
Section 5 - Duties of Treasurer
He or She shall receive all monies of the Club and deposit them to the Club account in a bank insured by the FDIC. He or She shall have direct control over, and supervision of all Club finances and of all payments of club debts and obligations. He or She shall insure strict compliance with these Bylaws in all matters pertaining to the financial affairs of the Club's expense, in such amount as may be determined by the Trustees. He or She shall cause to be published in the club's official publication a full and correct report annually on the financial status of the Club. He or She shall also give a full and correct report on the 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. The Treasurer shall submit his or her books of accounts and records to a certified public accountant at the Club expense at the close of the fiscal year. The Treasurer shall be bonded by a legitimate insurance company.
Section 6 - Duties of Media Chairperson
The Media Chairperson shall oversee all Club media communication, both electronic and print, and shall be liaison between the trustees and the magazine publisher, website managers and others who provide Club media services.
Section 7 - Conflict of Interest Disclosure Requirements
Should the successful bidder of a profit making position with the Registry also be a Trustee, the bidder shall report to the Trustees the income received and expenses incurred by the bidder in question on the Registry contract. In addition, no Trustee shall cast votes in matters where a conflict of interest exists.


ARTICLE VIII: COMMITTEES
The Trustees, in their sole discretion, may appoint the following standing committees: A. Public Relations; B. Finance; C. Insurance; D. Technical; E. Membership; F. Holiday Advisory; G. Policy.
The Trustees may create such other committees from time to time, to exist at its pleasure, as it may see fit. The President, with the advice of the Trustees, shall appoint the Chairman of the Committees and their members, and may in like manner dismiss or replace the Chairmen and members.


ARTICLE IX: ELECTION OF TRUSTEES

Section 1 - Nominations by the Members
Eligibility for office is open to any active members in good standing with a minimum of three years of uninterrupted membership. Active members in good standing may nominate themselves or another member in good standing, with that individual's acknowledgement of approval for an open Trustee position. Such nominations must be submitted to the Secretary in writing and must be received by the Secretary in time for publication. Nominees must submit a candidate statement to the Secretary.
Section 2 - Notice of Election
The Secretary shall cause to be published, in a timely manner, a notice of election and the names of all nominees for Trustee and shall include a ballot in the Club's official publication. The notice of election shall set a return date for the ballot.
Section 3 - Ballots
All balloting shall be by one of the following methods:
1. By mail, with the membership number and signature included and cast on standard size postcards, indicating the member's choice of candidates and must be signed by the member. Any member shall be entitled to write in the name of any member in good standing as his or her choice for Trustee.
2. Through a secure electronic balloting means as prescribed by the trustees.
All ballots must be received no later than the date set forth in the notice of election. Ballots not in accordance with the above shall be invalid.
Section 4 - Tellers
Ballots shall be mailed to and tabulated by an independent third party prescribed by the trustees. The member who receives the greatest number of votes cast for the open Trustee position shall be declared elected. The results shall be communicated to the President, Secretary, and Membership Chairperson to ensure no conflict of interest or tampering
Section 5 - Notice of Election Results
The Secretary shall cause to be published the results of the election in the next edition of the Club Magazine and via electronic media.
Section 6 - Newly Elected Trustees
Upon notification by the third party tabulator, the President shall immediately notify the persons elected of their election. Their term of office shall begin on Jan 1, following the election.


ARTICLE X: FISCAL YEAR
The fiscal year of the Club shall end August 31.


ARTICLE XI: OBLIGATIONS AND INDEBTEDNESS
Section 1 - Authority to Incur Obligations or Indebtedness
Only the elected Trustees or persons authorized by the Trustees to act on behalf of the Club shall incur any obligations or indebtedness in the name of the Club. 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 the Club by reason of any such corporate obligation or liability. No elected Trustee or any other person authorized to act in 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 Trustees approve the incurring of any such obligation or indebtedness
Section 2 - Personal Liability for Unauthorized Obligation
The incurring of any obligation or indebtedness in the name of the Club by any elected Trustee or appointed Officer or member in contravention of these Bylaws shall be an ultra vires act (beyond or exceeding their legal authority or power). 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 obligations or indebtedness which the Club may be required to pay.


ARTICLE XII: 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 by mail or through a secure electronic ballot as prescribed by the trustees.
Section 2 - Proposed Amendments
The Trustees, or members in good standing constituting at least one percent (1%) of the then membership, may propose amendments to these Bylaws. Amendments proposed by such members shall be submitted to the Secretary in writing and shall be signed by each member.
Section 3 - Notice of Proposed Amendments and Referendum
The Secretary shall cause to be published in the Club's official publication any proposed amendment submitted to him or her within sixty (60) days thereafter, together with an explanation of the proposed amendments and the need therefore by its sponsors. Before the deadline for the second succeeding issue of the club's official publication any member may submit statements of reasons against the adoption of any amendment to the Secretary. In the said third succeeding issue the proposed amendments and the explanations and needs shall again be published, together with a summary of any reasons against adoption which may have been submitted. A ballot shall be included specifying a return date of not less than thirty (30) days nor more than forty-five (45) days from the date of final publication.
Section 4- Ballots
Votes for or against a proposed amendment to these Bylaws shall be made by either of the following methods:
1. Cast on a standard size postcard and must be signed by the member, with their membership number and must be received by a third party firm no later than the date set forth in the notice of referendum.
2. Through a secure electronic balloting means as prescribed by the trustees.
Ballots not in accordance with the above shall be invalid.
Section 5 – Tellers
The Secretary shall report the vote tabulation within fifteen (15) days of the return date and shall make a written report. Votes shall be mailed to and tabulated by an independent third party prescribed by the trustees. The results shall be communicated to the President, Secretary, and Membership Chairperson to ensure no conflict of interest or tampering
Section 6 - Notice of Vote or Referendum Results
The Secretary shall cause to be published the result of any vote or referendum on a proposed amendment in the Club's official publication.