Region By-Laws

EVERGLADES REGION BYLAWS

Porsche Club of America, Inc.

ARTICLE I

NAME

The name of the Club shall be the Everglades Region, Porsche Club of America, Inc.

ARTICLE II

GENERAL OBJECTIVES

The general objectives of the Club shall be those set forth in the Articles of Incorporation of this Corporation.

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.

SECTION 2: BADGE

The Badge or Logo of the Club shall contain at least the words “PCA” and “Everglades.”

ARTICLE IV

MEMBERSHIP, DUES AND FEES

SECTION 1: MEMBERSHIP

Membership in the Club shall be restricted to owners or co-owners of Porsches who are eighteen (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.

SECTION 2: CLASSES OF MEMBERSHIP

A. ACTIVE: Any owner or co-owner of a Porsche, acceptable of the Board of Directors, 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 being 18 years of age or older. Restricted to Spouse, Sibling, Child or Parent, whether otherwise qualified for active membership by ownership of a Porsche or not.

B. AFFILIATE: Any person, 18 years or older, named by an active member in lieu of a family member at the time initial membership or at the time any renewal of membership.

C. 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, or affiliate-active member, as in (A) or (B), above, may continue as a family associate member or affiliate associate member, similarly.

D. HONORARY. Any person who, on the affirmative vote of three-fourths (3/4) 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, buy may, on the affirmative vote of three-fourths (3/4) of the Board of Directors, be removed.

E. 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 single honor.

F. NATIONAL: Any PCA National member who files an application requesting membership in Everglades Region and who pays the region’s regular initiation fee per Article IV, Section 4, of these Bylaws.

A. All applications for membership made to or forwarded to the National Club shall be processed in accordance with the Bylaws of National Club.

B. 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: REGIONAL MEMBERSHIP YEAR

The Membership Year shall terminate of 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/her dues shall be reduced to reflect that portion of his/her first year during which (s)he was not a member. Subscription to the Club’s official publication shall begin wit the month as dated on the member’s application for membership.

SECTION 7: NATIONAL DUES AND MEMBERSHIP

A. 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.

B. Once dropped from membership, a new application along with all dues and initiation fees must be submitted.

SECTION 8: PRIVILEGES

Members in good standing shall be entitled to al the privileges of the Club, including voting for Officers and Directors, holding elective office, and serving as Directors. Family-active members, affiliate-active members, family associate members and affiliate-associate members shall not be entitled to receive any duplication of any mailing to the active or associate member. Each active, family-active, affiliate-active, associate, family-associate, affiliate-associate in good standing may cast one vote in any Club election or referendum.

SECTION 9: SUSPENSION

Any member may be suspended by a two-thirds (2/3) vote of the Board of Directors of the Everglades Region in accordance with its Bylaws for infractions of National or Regional Rules or Regulations or for action contrary 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, suspension or expel the member. Suspensions of the active and associate members are also applicable to family-active, affiliate-active, family-associate, and affiliate-associate 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 an 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 members 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 Everglades Region. His/her resignation shall become effective upon receipt and all Club privileges shall terminate as of that date.

ARTICLE V

OFFICERS

SECTION 1: ELECTED OFFICERS

The elected Officers of the Everglades Region shall be a President, Vice President, Secretary and Treasurer. Active, family-active, affiliate-active, associate, family-associate, and affiliate-associate members in good standing are eligible to serve as elected officers of the Club. Their terms of office shall be one year, 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 (s)he shall move his/her residence beyond the borders of this region.

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.

ARTICLE VI

BOARD OF DIRECTORS

SECTION 1: BOARD OF DIRECTORS

The elected Officers of the Club together with two (2) additional elected Directors, the current Newsletter editor, and the immediate Past President shall constitute the Board of Directors. Active, family-active, affiliate-active, associate, family-associate and affiliate-associate members in good standing are eligible to serve as Club 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 ensure compliance of all Club activities with these Bylaws.

SECTION 3: TERMS OF OFFICE

The two (2) elected Directors shall serve for terms of two years each, or until their successors are qualified and elected. There term of office of each of the two (2) elected Directors shall be staggered so that one of these directors shall be elected at each annual meeting.

ARTICLE VII

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/her office. (S)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/her date, resignation, disability or disqualification, his/her 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/her 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 voices cast thereat. (S)he shall cause to be published in the Club’s official publication 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. (S)he 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. (S)he shall have direct control over and supervision of all Club assets and of all payments of Club debts and obligations. (S)he shall insure strict compliance with these Bylaws in all matter pertaining to the financial affairs of the Club. (S)he shall give a full record and correct report of the financial status of the Club at any annual meeting.

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.

ARTICLE VIII

COMMITTEES

SECTION 1: STANDING COMMITTEES

There shall be standing committees of the Club, as follows:

A. Nominating

B. Newsletter, Publications, Publicity, and Public Relations

C. Website

D. Activities

E. Technical, Safety

F. Competition

G. Membership

The President shall appointment the Chairpersons of the Standing Committees and such other members as may be desirable, to serve at the discretion of the President.

The Board of Directors shall create such other committees from time to time as may be desirable and necessary.

ARTICLE IX

ELECTION OF OFFICERS AND DIRECTORS

SECTION 1: NOMINATING COMMITTEE

The Nominating Committee will be appointed by the President at least four (4) months preceding the election date. The Nominating Committee shall consist of three (3) members including the Past President who will chair the Committee. The Committee shall submit its proposed Slate of Officers to the Board of Directors at least sixty (60) days preceding the annual meeting, and shall direct the Slate of Officers to be printed in the Club’s official publication at least (30) days prior to the annual meeting. No person may be nominated without his or her permission. The Secretary shall verify that each nominee accepts his/her nomination if he/she is not present at the time of nominations.

SECTION 2: NOMINATION BY MEMBERS

Any Everglades 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 any meeting prior to the annual meeting. No person may be nominated without his or her permission. The Secretary shall verify that each nominee accepts his/her nomination if he/she is not present at the time of nomination.

SECTION 3: NOTICE OF ELECTION:

At least thirty (30) days prior to the annual meeting, the Secretary shall cause to be published a Notice of Election and the names of all nominees for office in the Club’s official publication. The Notice of Election shall set forth the election date, time and location.

SECTION 4: BALLOTS

All Balloting shall be by secret ballot at the Annual Election Meeting. Ballots will be given to those members in good standing who hold and present a current valid PCA card to the Secretary at the annual meeting. Absentee ballots shall be provided by the Secretary upon the written request of any member postmarked not less than fifteen (15) days prior to the meeting at which such votes are to be cast. The Secretary shall tabulate the votes cast, with the member who receives the greatest number of votes cast for the office for which (s)he is a candidate declared elected.

SECTION 5: ELECTION VOTING TIES

In the event of a voting tie, the following methods in the order of prior as presented will be used to break the tie:

A. The position goes to the person who has not held that particular office.

B. The position goes to the person who has not held any office in Everglades Region.

C. The position goes to the nominee who has been a member of the Everglades Region for the longest period of time.

SECTION 6: NOMINATIONS FOR TWO OFFICES

No member may be nominated for more than one office. However, balloting for each office shall be conducted in order of decreasing importance of the offices to be filled. Immediately following each such ballot, the nominations for the next ensuing office shall be reopened for the sole purpose of nominating for that office any defeated candidate for any office with respect to which balloting has already taken place.

ARTICLE X

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, ten percent (10%) 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 publications not less than (3) days prior to such meeting.

ARTICLE XI

FISCAL YEAR

SECTION 1: FISCAL YEAR

The fiscal year of the Everglades Region, Porsche Club of America, Inc., shall begin on the first day of January each year and shall terminate of the following 31st of December.

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 obligations 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 One Hundred ($100) Dollars without prior approval of a majority of the Board of Directors, except for the purpose of printing, mailing and stenographic expenses of the Club’s official publication.

Approval of the Board of Directors for obligations of indebtedness greater than Two Hundred ($200.00) Dollars shall be obtained through the submittal to the Board of Directors of a written budget for such expenses. The budget shall contain a listing of all anticipated expenses and income. All items in the budget shall be considered approved when the budget is approved. No expenditures in excess of Two Hundred ($200) Dollars will be made or reimbursed without the submittal and approval of a budget containing those expenses. Total expenditures may exceed this budget without Board approval so long as the excess does not exceed the lesser of twenty (20%) percent of the total budgeted expenses or Two Hundred Fifty ($250) Dollars.

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: SIGNATURE REQUIREMENTS FOR DISBURSEMENTS

Disbursements front he Club’s accounts in the amount of Two Hundred ($200.00) Dollars or less must be signed by one of the following Club Officers: President or Treasurer.

Disbursements from the Club’s accounts in amounts exceeding Two Hundred ($200.00) Dollars must be signed by any two (2) of the following officers: President, Vice President, Treasurer.

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 membership, which shall be conducted by mail.

Proposed amendments may be adopted only in the manner set for the in the ARTICLES of this Corporation.

SECTION 2: NOTICE OF PROPOSED AMENDMENTS

The Secretary shall cause to be published in the Club’s official publication, or by special mailing, any proposed amendment submitted to him/her within thirty (30) days thereafter, together with an explanation of the amendment and the need therefor 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 election results published in the Club’s official publication no later than the second issue after the tabulation of ballots.

ARTICLE XIV

MISCELLANEOUS PROVISIONS

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 Roberts Rules of Order.

September 1997