Porsche 356 Registry, Inc. BYLAWS
June 4, 2021
ARTICLE I: NAME
The name of the Club shall be Porsche 356 Registry, Inc.
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 enthusiasm for Porsche automobiles manufactured between 1948 and 1965 and engaging in social or other events as may be agreeable to the membership.
C. The highest standards of operation, performance and restoration if required, by creating, preserving and exchanging historical, technical and mechanical information concerning these Porsche cars.
D. The interchange of ideas and suggestions with other 356 Porsche enthusiasts 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, insignia "356", "1948" and "1965". The colors of the badge shall be red, gold and black.
ARTICLE IV: MEMBERSHIP, DUES AND FEES
Section 1- Membership
Membership in the Porsche 356 Registry, Inc. ("Club") shall be open to any person with an interest in the 356 Porsche automobile. 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 Porsche 356 Registry, Inc. rules or regulations or for action inimical to the general objectives or best interests of the Porsche 356 Registry, Inc.
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. Trustees can serve a maximum of 2 terms.The number of Trustees elected in any one year shall not constitute a majority of Trustees of the then governing board.Terms for newly-elected Trustees begin on January 1. (Article IX, Section 6) The Officers are the President, Vice-President, Secretary, Membership Chairperson and Treasurer. Their terms of office shall be one year and shall end at the conclusion of the first Trustees' meeting of each year. The President can serve no more than 3 consecutive years. 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, or is no longer able to meet their obligations, etc.) and such other persons for a specified term as they may deem advisable to insure the proper operation of the Club. An appointed Trustee will be eligible to serve until the first meeting of the Trustees the following year.These appointments may be terminated at will by the Trustees.
Section 3 – Catastrophic Event
In the event that multiple Trustees are at the same time no longer able to meet their obligations as Trustees, such that a quorum cannot be established, the remaining Trustees shall act as a majority of the board and may appoint officers as necessary to ensure continued administration of the Club. The remaining Trustees shall also immediately appoint individuals who have previously served as Trustees or Officers to complete each of the vacant terms. The individuals appointed under these circumstances shall subsequently not be eligible for election to a regular term.
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, and Membership 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.
Section 3 - Call Meeting of the Members
A majority of the Trustees can call a members' meeting to provide information on important issues affecting the members and/or the Porsche 356 Registry, Inc.
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 or her office. He or she shall call at least four meetings of the Trustees per calendar year. He or she may call meetings of the Trustees as he or she 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 until the first meeting of the Trustees the following year.
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 - Conflict of Interest Disclosure Requirements
Should the successful bidder of a profit-making position with the Porsche 356 Registry, Inc. also be a Trustee, the bidder shall report to the Trustees the income received and expenses incurred by the bidder in question on the Porsche 356 Registry, Inc. 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 & Regional Events; G. Policy.
The Trustees may create such other committees from time to time, as appropriate to serve the needs of the Club and its members. A majority of the Trustees with the advice of the Trustees, shall appoint or dismiss the Chair. The Committee Chair, with non-binding advice from the Trustees, shall appoint their 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 Trustees. The notice of election shall set a return date for the ballots.
Section 3 - Ballots
All balloting shall be by one of the following methods:
1. By mail. Upon written request, the Secretary will mail ballots (standard-size postcards), which include voting instructions, the membership number, 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 - Tabulation
Ballots shall be mailed or submitted through a secure electronic process and tabulated by an independent third party prescribed by the Trustees. The candidates who receive the greatest number of votes cast for the open Trustee positions 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 candidates of the election results. Their term of office shall begin on January 1, following the election.
ARTICLE X: RECALL OF TRUSTEE
Section 1 – Member Recall of Trustee
A Trustee can be recalled by a written request submitted to the Secretary by 10% of active members in the Registry. Any active member can initiate the recall of a Trustee with the written rationale and signed by a consensus of 1% of the members by submitting the recall request to the Secretary. The Membership Chair will confidentially provide the Secretary with the current list of active members to validate the 1%. By submitting a recall request, the active member agrees to indemnify the Porsche 356 Registry for any claims of libel or slander by the Trustee.
Notwithstanding, a majority of the Trustees cannot be recalled within the same year, to ensure continuity of Club business.
Section 2- Notice of Recall of Trustee
The Secretary will submit the validated recall request, including the timeline for the recall process, within 5 days to the members via a dedicated Topic on the 356Talk Forum and by email. The Forum topic shall remain locked for no more than 7 days to allow the Trustee enough time to submit a response, which the Moderator shall cause to be promptly posted. Once the recall request if posted, no discussion of the Recall will be allowed on the Forum until after the Trustee response is posted or 7 days, whichever is sooner, at which time the topic will be unlocked and further discussion of the Recall shall be explicitly allowed until the voting deadline. Discussion must remain cordial and follow forum rules, except those restricting discussion of club business.
Section 3 – Ballot Process for Recall of Trustee
The Secretary shall cause an independent Third-Party, approved by a majority vote of the Trustees, to issue electronic ballots to all active members 30 days from the date the recall request was posted on the 356Talk Forum. The Secretary shall send two email reminders, one 40 and one 50 days after the date of the 356Talk post to all active members via email.
Members may cast their recall ballots electronically or by sending their vote in writing to the Secretary, who will convey the documents (paper or scanned) to the independent Third-Party. All ballots must be received by the independent Third-Party no later than 60 days from the date of the recall request was posted on the 356Talk Forum. Ballots not submitted in accordance with the above shall be invalid.
Section 4 - -Recall Ballot Counting
Recall ballots shall be tabulated and validated by the independent Third-Party, who shall promptly make the recall results available to all Trustees and the Secretary, to ensure no conflict of interest or tampering.
Within 7 days of receiving the recall request results from the Third-Party, a quorum two Trustees and the Secretary will hold a real-time meeting (in person or by an electronic meeting format e.g., Zoom) to review the results. If the Trustees review the recall results and 10% of active members meet the requirements to recall a Trustee, the term of the Trustee will officially end at this meeting. A recalled Trustee is ineligible to serve again for 3 years.
The Trustee will elect a Trustee of Record to receive all Registry-related information from the recalled Trustee. The recalled Trustee will be required to turn over to the Trustee of Record, all Registry-related information in their possession including, but not limited to: PDFs or hard copy of all Registry-related documents; electronic records and documents: and access control information for all systems and platforms, with 5 business days of the recall meeting. The Trustee of Record will make available all Registry-related property information to the remaining Trustees. Any Registry-related property in the possession of or managed by the recalled Trustee will be returned to the Secretary.
The Trustees will replace the recalled Trustee by appointment of an active member, who will serve until the first meeting of the Trustees the following year.
ARTICLE XI: FISCAL YEAR
The fiscal year of the Club shall end August 31.
ARTICLE XII: 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 XIII: 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 rationale 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 rationale shall again be published, together with a summary of any reasons against adoption which may have been submitted. Ballots specifying a return date of not less than thirty (30) days nor more than forty-five (45) days from the date of final publication, will be submitted through a secure electronic process or upon written request to the Secretary.
Section 4- Ballots
Votes for or against a proposed amendment to these Bylaws shall be made by either of the following methods:
1. By mail. 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. A written request to the Secretary is needed for these ballots.
2. Through a secure electronic balloting means as prescribed by the Trustees.
Ballots not cast in accordance with the above shall be invalid.
Section 5 – Tabulation
Votes shall be mailed or submitted through a secure electronic process 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.
The Secretary shall report the vote tabulation within fifteen (15) days of the return date and shall make a written report.
Section 6 - Notice of Bylaw Amendment Vote or Referendum Results
The Secretary shall cause to be published the result of any Bylaw amendment vote or referendum on a proposed amendment in the Club's official publication.
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