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ARTICLE I
Name and Principal Office
Section 1 - Name
The name of this organization shall be PORSCHE CLUB OF AMERICA, GOLDEN GATE
REGION.
Section 2 - Principal Office
The principal office of this organization shall be located at such place as
designated by the Board of Directors within the geographical are described in
Article IV Section 3 hereof.
ARTICLE II
General Objectives
The GOLDEN GATE REGION (hereinafter referred to as "GGR") and
its members are joined together and mutually pledged as follows:
- To further and
promote the highest standards of courtesy and safety on the roads.
- To enjoy and share
in the goodwill and fellowship engendered by owning a Porsche and
engaging in social or other events of GGR.
- To maintain the
highest standard of operation and performance of the marque by sharing
and exchanging technical an mechanical information.
- To establish and
maintain mutually beneficial relationships with the Porsche Works,
Porsche dealers and other service sources to the end that the marque
shall prosper and continue to enjoy its unique leadership and position
in sports car annals.
- To exchange ideas
and information with other Porsche clubs throughout the world and in
such other cooperation as may be desirable.
- To establish
mutually cooperative relationships with other sports car clubs as may be
desirable.
ARTICLE III
Powers, Corporate Seal and Badge
Section 1 - Powers
Subject to the Articles of Incorporation "these bylaws" the general
non-profit law of the State of California, and all other applicable laws of
the State of California, or of the United States of America, all corporate
powers shall be executed by, and under the authority of, and the business and
affairs of GGR shall be conducted by, the Board of Directors and the officers
of GGR.
Section 2 - Corporate Seal
The Seal of GGR shall be circular in form and shall be inscribed with the
name PORSCHE CLUB OF AMERICA, GOLDEN GATE REGION, the year "1960"
and the word "California".
Section 3 - Badge
The official regional badge shall be of a form appropriate to its theme,
inscribed with the name of GGR, and such other inscriptions as appropriate.
The colors shall be appropriate to the symbolic design established for the
insignia.
ARTICLE IV
Memberships, Membership Area, Dues and Fees
Section 1 - Memberships
- An individual who
meets the qualifications for membership in the PORSCHE CLUB OF AMERICA
(hereinafter referred to as "PCA" and who is of good moral and
social character, may apply to the Board of Directors of PCA-GGR, for
membership in one of the classes defined in Section 2 of this Article.
Upon finding by majority vote of the Board of Directors that the applicant
is qualified and has paid such National and Regional Club dues and fees
as required, membership shall be granted.
- The Board of
Directors is empowered to establish criteria for membership with respect
to both new members and/or members transferring to GGR from other
regions.
Section 2 - Classes of
Membership.
There shall be five classes of membership: Active, Associate, Life,
Affiliate, and Dual. For purposes of reference hereafter, Active,
Family-Active, and Life Members shall be collectively referred to as
"Regular Members".
- ACTIVE. An owner,
co-owner, or lessee of a Porsche, acceptable to GGR, who is 18 years of
age or older, having paid Club dues and fees as required, and may
include a Family-Active Member. A Family-Active Member (if requested by
the Active Member) is one other person of the Active Member's immediate
family, also 18 years of age or older, restricted to wife, husband,
sister, brother, son, daughter, mother or father, whether or not
otherwise qualified for active membership by owning or leasing a
Porsche.
- LIFE. Any member who
is a member of GGR and who is voted by PCA as a life Member, as defined
in the National Bylaws, may become, upon a vote of the Board of
Directors of GGR a Life Member of GGR, and may designate a Family Member
as defined in (a) above.
- ASSOCIATE. Any
Active Member who ceases to own or lease a Porsche while in good
standing, having paid all Club dues and fees 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.
- AFFILIATE. A person
18 years of age or older, named by the Active Member at the time of
joining or at any renewal of membership in lieu of a Family-Active
Member.
- DUAL. A member in
good standing of another PCA Region who pays an annual fee set by the
Board of Directors may apply for dual membership status.
Section 3 - Area of Membership
- Membership
applications shall be accepted from residents of the following listed
counties of the State of California comprising the GGR as established by
the PCA:
1. San Francisco
2. San Mateo
3. Santa Clara
- Non-resident
applications shall be accepted at the discretion of the Board of
Directors.
Section 4 - Membership
Applications
Applications for membership shall be made upon such forms as prescribed by
the National Club, and shall be accompanied by payment of appropriate dues,
fees, and assessments, or evidence of payment therefor received from PCA.
Section 5 - Dues
Dues are set by PCA and include an amount returnable to GGR. Fees and
assessments by GGR shall be established by the Board of Directors and
approved by a two-thirds majority vote of the Regular Members who cast a
ballot by mail.
Section 6 - Membership Year
- The membership year shall
be for one year beginning with the date of acceptance of original
membership application and shall be renewable for one or more future
years on the membership anniversary date.
- The National
Executive Secretary shall send each member one billing for renewal dues
at or about the due date. If dues are not paid before becoming
delinquent, as determined by PCA National Office, membership shall
thereby be terminated without further notice.
Section 7 - Privileges
Members in good standing shall be entitled to all the privileges of GGR
except that Dual, Associate, and Affiliate Members shall not be entitled to
vote nor hold elective office. Ballots shall be mailed only to Active and
Life Members with space for the vote of the Family Members.
Section 8 - Termination
Membership in GGR may be terminated by:
- Resignation,
submitted in writing to the principal office of GGR as set forth in
Article I, Section 2, preceding, with forfeit of all dues, fees, and
assessments paid.
- Suspension by a
two-thirds vote of the Board of Directors of either the National Club,
or GGR, for infractions of National or Regional rules or regulations, or
for actions inimical to the general objectives or best interest of the
National or Regional Clubs. Upon written notice of such 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, and its
decision shall be final. Suspension of any member is applicable to their
respective Family or Affiliate Member.
- Request for transfer
to another Region within the jurisdiction of PCA submitted in writing to
the principal office of GGR as set forth in Article I, Section 2
preceding, if the member no longer resides within GGR.
- An Active Member may
terminate the membership of an Affiliate Member named by written
notification to the Membership Director.
Section 9 - Liabilities of
Membership
No officer, director, or member of GGR shall be personally liable for any of
GGR's debts, obligations, or acts, except as specifically required by law or
other sections of these Bylaws.
ARTICLE V
Meetings of the Members
Section 1 - Annual Meeting
An annual meeting of the members shall be held during the month of January at
such place as the Board of Directors may determine for the purpose of
considering reports of the affairs of GGR and the transaction of such other
business as may properly be brought before the membership. Notice of such
annual meeting shall be published in the Nugget in sufficient time to give
reasonable notice of such meeting to the members not less than seven (7) days
prior to the date of the annual meeting.
Section 2 - Special Meetings
Special meetings of the members of GGR may be called at any time by the
President. Special meetings may also be called by a majority of the Board of
Directors or any 25 Active Members in good standing. Notice of Special
Meeting shall be given in the manner herein before prescribe for annual
meetings, except that notice of Special Meetings must be mailed not less than
seven (7) days prior to the date set for the Special Meeting and shall
include the purpose for which the meeting is called.
Section 3 - Quorum
A Quorum for and meeting of the members shall consist of twenty percent (20%)
of the total Active Members in good standing. Every act of a meeting duly
held at which a quorum is present shall be regarded as an act of the entire
membership.
Section 4 - Voting
At all meetings of the members, each Regular Member in good standing shall be
entitled to one vote on any matter which may be properly brought before the
membership. Such vote may be via voice, or by written ballot. There shall be
no cumulative voting, nor shall any proxies be permitted.
Section 5 - Conduct of Meetings
The President, or such other Member of the Board of Directors as the
President may appoint, shall preside at all meetings. An exception may be
made in the case of a special meeting called by the members. Unless otherwise
provided in these Bylaws, Robert's Rules of Order in its most recent edition shall
be the rules for conduct of all meetings.
Section 6 - Minutes
Minutes of all business meetings shall be recorded by the Secretary, or by
such person as may be appointed by the Board of Directors for that purpose.
At the Annual and each Regular meeting, the minutes of all previous meetings
shall be presented and available for inspection by any member. The reading of
minutes of meetings shall not be required unless voted for by the majority of
Regular Members present and voting.
Section 7 - Guests
Guests shall be permitted at the Annual and all Regular meetings, unless a
closed meeting is declared by a majority vote of the Board of Directors.
ARTICLE VI
Directors
Section 1 - Board of Directors
The elected Board of Directors shall constitute the officials of GGR. The
Board shall be responsible for the proper conduct of the administrative
affairs of GGR, the proper functioning of the several Committees, and shall
insure compliance with these Bylaws and the Articles of Incorporation of GGR,
in accordance with the laws governing such corporations in the State of
California. In fulfilling these responsibilities, The Board shall have the
power to approve, modify, or disapprove all actions of committees or
individuals appointed to represent GGR.
Section 2 - Number and
Qualification
The Board of Directors shall consist of seven (7) elected Regular Members in
good standing, and those non-voting Directors provided by Article VII,
Section 2. Members related by matrimony (to each other and/or members related
by blood and residing in the same household) may not serve as voting
Directors on the same Board.
Section 3 - Term of Office
The term of office of each elected Director shall be January 1 to December 31
of the following year. Such Directors shall serve for a term of two (2) years
or until his/her successor is duly elected, qualified and installed, except
that a member appointed to fill a vacancy to the Board shall serve only the
unexpired term of the Director that they replaced. No Director shall be eligible
to serve more than two (2) consecutive elected terms.
Section 4 - Nomination
Not later than August 1 of each year, the Board of Directors shall elect one
of its members as chairperson of a nominating Committee. The Chairperson of
the Nominating Committee shall select four (4) Regular Members in good
standing who are not members of the Board of Directors and who, upon
ratification by the Board of Directors, shall serve as the Nominating
Committee. Not later than October 1 of each year, the Nominating Committee
shall recommend to the Board two (2) or more candidates for each Board
position from among Regular Members willing to serve as Directors.
In addition, any twenty-five (25)
or more Regular Members may submit a nominating petition to the Secretary not
later than October 1 of each year, nominating a Regular Member to be placed
upon the ballot for election to the Board of Directors. No member may be
nominated or placed on the ballot without his permission in writing, which
shall be obtained no later than October 1 by the Chairperson of the
Nominating Committee and made a part of the records of the proceedings of
that Committee. No member shall run for more than one (1) Board position in
any given year. Qualifications and pictures of the nominees shall be
submitted to the Nugget Editor and placed in the November edition of the
Nugget.
Section 5 - Election
- If the Secretary is a
candidate for election, he/she will be replaced in the election process
by a non-candidate Board member.
- Not later than
November 1 of each year, the Secretary shall mail to each Active and
Life Member in good standing a ballot containing the names of all
nominees submitted by the nominating Committee and by nominating
Petitions, with space for the vote of the Family Active Members if
appropriate. The ballot shall contain a statement that if the member is
no longer an Active member that the ballot should be returned unused and
the club notified of the change in membership status.
- The ballot shall
contain the following:
- instructions to
vote for no more than one candidate for each Board position.
- Shall have two
columns: one for Active or Life Member's vote, and one for the Family
Member's vote
- There shall be
space provided on the ballot for write-in votes.
- There shall be
space provided on the ballot for the signature of each voting member.
- A statement noting
the calendar date deadline for the postmark of ballots.
- All ballots must be
returned by U.S. Mail, postmarked and/or received no later than November
15.
- On or before December
1 of each year, the Secretary and at least two (2) members of the
Nominating Committee not running for office shall open, count, and tally
those ballots as defined in paragraph (d) above and certify the results.
- The Secretary shall
number all ballots received after November 15 in order as they are
received. In the event of a tie, the Secretary shall open the first
day(s) ballot(s) received after the deadline to determine a winner. If
the results remain a tie, the Secretary shall repeat this process until
the tie is broken. If, after opening all the late ballot(s) a tie still
remains, the Secretary, shall then flip a coin in the presence of the
candidates to determine a winner.
Section 6 - Vacancies
A vacancy on the Board of Directors shall exist upon the death, suspension,
resignation, or termination of a Director or in the event no candidate has
been elected under the provisions of this Article to fill a Board position.
The Board of Directors shall declare vacant the seat of any elected Director
who is absent from three (3) successive meetings of the Board of Directors.
In the event a vacancy occurs,
the remaining Directors shall elect a Regular Member to fill the vacancy at
its next succeeding meeting. The election shall require a majority vote of
the remaining Board and the consent of the Regular Member to be nominated.
Any Director so elected shall hold office until the next regular election of
the Board of Directors by the membership.
In the event of the vacancy of
the President's position, due to the death, suspension, resignation, or
termination of the President, the remaining Directors will elect, from among
themselves or the general membership, the most qualified person available to
assume the unexpired term of the President. The successor to the President
must be elected by a majority vote of the remaining Directors. In the event
of a deadlock (tie), the most recent Past President will cast the deciding
vote. In short-term absences, the Vice President will substitute for the
President.
Section 7 - Combined Meeting
A combined meeting of the outgoing and incoming elected Board of Directors
shall be held for the purpose of transferring records and discussing pending
business.
Section 8 - Call of Meetings
Meetings of the Directors may be called at any time by the President or by a
majority of the Directors. Each Director shall be notified of such meeting at
least forty-eight (48) hours prior to the time set therefore.
Section 9 - Quorum
Five (5) elected Directors shall constitute a quorum for the transaction of
business at any regular or special meeting of the Board of Directors. There
shall be no proxy voting by any Director. A similar vote of at least four (4)
Directors at a meeting duly held at which a quorum is present shall be
required to constitute an act of the entire Board of Directors.
Section 10 - Continuity
The Board of Directors shall be charged with the responsibility for arranging
the events to be conducted through the month of March of the year following
the expiration of their terms of office.
Section 11 - Recall of Elected
Directors
Any member of the elected Board of Directors may be recalled in the following
manner:
- Recall proceedings
must be initiated by submitting a Recall Petition to the Secretary. Said
Recall Petition must be signed by not less than twenty-five (25) Regular
Members in good standing.
- Upon receipt of said
Recall Petition, the Secretary shall cause to be printed in the ensuing
Nugget an article outlining the conditions involved in the Recall.
Within seven (7) days after mailing of said Nugget, a Recall Ballot
shall be mailed to each Regular Member. Such ballot shall clearly state
the date by which the returned ballot must be postmarked; said date to
be approximately fifteen (15) days after the mailing date of the Nugget
containing the Recall notice. Within fifteen (15) days after said
postmark date, the Secretary and at least two (2) Active Members
appointed by the President shall open, count, and tally all ballots, and
certify the results.
- As soon as the count
has been made, the Secretary shall notify the President of the results.
A Director will be recalled by a two-thirds majority of the ballots
cast. The results shall be read into the minutes of the next meeting of
the Board of Directors and published in the ensuing Nugget.
ARTICLE VII
Director's Positions and Duties
Section 1 - Officers and Standing
Committee Chairpersons
The duties of the Directors shall include:
President
- To chair the Board of
Directors.
- To serve as an
ex-officio member of all Committees except the Nominating Committee,
Bylaws Committee, and any other Committee the President deems
appropriate to delegate to the Vice President to act as ex-officio
member.
- To preside at all
meetings of the Members and of the Board of Directors.
- To execute all
documents and correspondence in the name of GGR as authorized by the
Board of Directors and/or the Membership.
- To sign in absence of
the Treasurer all drafts upon the accounts of GGR and all documents
financially obligating GGR.
- To keep and maintain
the Statement of Policy.
Vice President
- To preside at
meetings in the absence of the President, or when ordered to do so by
the President.
- To assist the
President and/or the Board of Directors in any manner that the President
or the Board may direct.
- To act as
Parliamentarian.
- To chair the Bylaws
Committee; keep and maintain the Bylaws and their changes; participate
on any Committee, in place of the President, as deemed appropriate by
the President; manage all matters pertaining to insurance, including
reporting of events to PCA National; keep and maintain the official
calendar of GGR events; work closely with the Social and Competition
Directors on maintenance of their calendars; and be responsible for all
sponsorships and advertising.
Treasurer
- To keep records and
books of account reflecting the financial condition and operation of
GGR.
- To sign all checks
and drafts upon the account of GGR and all documents financially
obligating GGR.
- To receive all monies
paid to GGR and deposit same to its credit with the bank approved by the
Board of Directors.
- To secure from each
standing and special committee chairperson a budget of the yearly
anticipated income and the expenses for all functions of GGR; and to
compile and submit a consolidated budget to the Board of Directors for
approval. A progress report of said budget shall be submitted to the
Board at least quarterly.
Secretary
- To record and
preserve the minutes of the meetings of the Board of Directors and to
present and to read such minutes at the request of the President or any
of the Directors.
- To record and
preserve minutes of all special membership meetings and to present and
read such minutes upon demand.
- To receive all
ballots, count them, cause to be published the results thereof, and keep
them for inspection for a period of thirty (30) days after the results
are announced.
- To do all acts
otherwise required of the Secretary by these Bylaws or other applicable
laws.
Competition Director
- To develop a suitable
schedule of events which will provide a broad range of such events for
all members. These events to include Rallyes, Autocrosses, Time Trials,
Concours, and other events deemed to be competitive in nature.
- To compile and
enforce competition rules under which events are conducted. Rules for
events shall be established as specified in the GGR Rule Books for those
events where Rule Books exist.
- To schedule events.
Said schedule subject to approval of the Board of Directors.
- To negotiate for and
procure suitable sites for competition events.
- To coordinate with
other organizations in connection with conducting and participating in
competition events.
- To issue press
releases concerning competition events.
- To procure
competition awards.
- To appoint with
approval of the Board of Directors such Special Committees as necessary
to carry out the above.
- To work closely with
the Vice President and Social Director for the accurate and sensible
maintenance of the official GGR Calendar.
Membership Director
- To distribute
application blanks to prospective members.
- To process and
record said applications and necessary membership data.
- To notify the Nugget
Editor of the names of new members to be published.
- To disperse extra
Panorama copies to new members.
- To greet new members
and guests at all GGR functions.
- To maintain the
master list of all Members.
- To distribute the
GGR Roster in conformance with the master roster as maintained above.
Social Director
- To develop a
suitable schedule of social events which will provide a broad range of
such events for all members. These events to include Dinner Meetings,
Tech Sessions, Tours, Pit Crew, Picnics, Swap Meets, and other events
deemed to be social in nature.
- To schedule events;
said schedule subject to approval of the Board of Directors.
- To negotiate for,
and procure, suitable sites for social events.
- To coordinate with
other organizations in connection with conducting and participating in
social events.
- To encourage
participation as deemed appropriate.
- To appoint with
approval of the Board of Directors such Special Committees as necessary
to carry out the above.
- To work closely with
the Vice President and Competition Director for the accurate and
sensible maintenance of the official GGR calendar.
Section 2 - Non-voting Directors
The Board of Directors shall also
include the following non-voting Directors:
Past President
In order to provide continuity, the last Past President who continues as a
regular member of GGR shall be invited and encouraged to continue in an
advisory capacity in the year following his/her term(s).
Nugget Editor
As provided by Article XI, Section 3.
Webmeister
As provided by Article XI, Section 4.
ARTICLE VIII
Special Committees
Section1-Appointments
There shall be as many Special Committees appointed as required to carry out
the activities and objectives of GGR. Any member(s) of GGR may be appointed
chairpersons of a Special Committee by any Director, subject to approval by
the entire Board of Directors.
Section 2 - Duties and
Responsibilities
Special Committee Chairpersons are responsible to their appointing Director
and shall submit to such Director a written budget of all anticipated
expenses and income in connection with their function. Chairpersons shall
also submit to the Treasurer a written accounting of all receipts and
disbursements related to their function, together with all duly accredited
invoices and other supporting documentation as may be required by the Treasurer.
ARTICLE IX
Club Property
Section 1 - Acquisition of
Property
GGR may maintain and acquire certain property for use in its Club functions,
upon approval of the Board of Directors.
Section 2 - Use of Property
Such Property shall remain the property of GGR and may only be used with the
prior authorization of the Board of Directors.
ARTICLE X
Obligations and Indebtedness
Section 1 - Authority to Incur
Obligations or Indebtedness
Only the Board of Directors or persons authorized by the Board to act on
behalf of GGR shall incur any obligation or indebtedness in the name of GGR.
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 Director
of GGR by reason of any such corporate obligation or liability.
No Director or any other person
authorized to act on behalf of GGR shall incur any obligation or indebtedness
in the name of GGR in excess of $25.00 without prior approval of a majority
of the Board of Directors, except for the following purposes:
- Printing, mailing,
and postage expense of the Nugget.
- Stationary and
postage for ordinary administrative use.
Section 2 - Unauthorized Obligations
No Director or any person authorized to act on behalf of GGR shall incur any
obligation or indebtedness in the name of GGR which is not for the general
benefit of the entire membership of GGR nor shall the Board of Directors
approve the incurring of any such obligation or indebtedness.
Section 3 - Personal Liability
for Unauthorized Indebtedness
The incurring of any obligation or indebtedness in the name of GGR by any
Director or member in contravention of these Bylaws shall be considered beyond
the scope of authority of such Director or member. The person or persons
responsible for such act or acts shall be personally liable, individually or
collectively, to GGR in an amount equal to the obligations of indebtedness
which GGR may be required to pay.
ARTICLE XI
Official Publications
Section 1 - Name
The name of the official publication of GGR shall be The Nugget.
Section 2 - Circulation
The Nugget shall be published and distributed monthly to each member and to
such others as approved by the Board of Directors.
Section 3 - Editor
The editor(s) shall be appointed by the Board of Directors and shall serve as
a non-voting member(s) of such Board.
Section 4 - The GGR Web Site and
Webmeister
The Webmeister(s) shall be appointed by the Board of Directors and shall
serve as a non-voting member(s) of such Board. The Webmeister(s) shall
maintain the GGR ?Home Page? or web site on the Internet and, in conjunction
with the Nugget Editor, periodically update the materials displayed.
ARTICLE XII
Amendments to Bylaws
Section 1 - Proposed Amendments
Proposed amendments to these Bylaws may be considered upon either
recommendation by not less than four (4) Directors or by a written petition
signed by at least twenty-five (25) Active Members in good standing. The
Board of Directors shall prepare the suggested amendment(s) in such a manner
as appropriate for incorporation in these Bylaws. Proposed amendments may be
put to the vote of the membership only in November in conjunction with the
election of the Board of Directors, unless the proposed amendment is deemed
by the Board to be emergency in nature.
Section 2 - Approval of Proposed
Amendments
- The essence of the
proposed amendment(s) shall be printed in the November election issue of
the Nugget together with a statement announcing the availability of the
exact wording of such amendment(s). The essence of any emergency
amendment proposed shall be printed in the ensuing issue of the Nugget.
- Within seven (7)
days after the mailing of said Nugget, a ballot shall be mailed to each
regular Member. Such ballot shall clearly state the date by which the
returned ballot must be postmarked; said date to be approximately
fifteen (15) days after the mailing date of the Nugget containing the
essence of the proposed amendment(s). Within fifteen (15) days after
said postmark date, the Secretary and at least two (2) Regular Members
appointed by the President shall open, count, and tally all ballots, and
certify the results.
- Amendments to the
Bylaws shall be approved by two-thirds of the votes cast.
- As soon as the count has been made, the
Secretary shall notify the president of the results. The results shall
be read into the minutes of the next meeting of the Board of Directors
and published in the ensuing Nugget.
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