SONNENSCHEIN REGION

PORSCHE CLUB OF AMERICA

BYLAWS

Revision 1 - February 22, 2011

ARTICLE I - NAME AND PRINCIPLE OFFICE

The name of the club shall beSonnenschein Region, Porsche Club of America (hereinafter referred to as the Club). The principle office shall be the residence of the President, which must be within the Region geographic boundaries.

ARTICLE II - GENERAL OBJECTIVES AND POWERS

General objectives of the Club shall be to encourage the highest standards of safety and courtesy on the highways, and to increase the enjoyment of owning a Porsche by the exchange of technical information and by engaging in such automotive and social events as may be agreeable to the members.

The Club shall be empowered to do all things, and conduct all business, not for profit, necessary to the carrying out of its objectives.

ARTICLE III - BADGE

The badge of the Club may be that of the national Porsche Club of America (hereinafter referred to as PCA), to which a legend may be appended identifying the region. The Sonnenschein Region official badge is shown in figure 1.

Figure 1. Sonnenschein Region badge.

ARTICLE IV - MEMBERSHIP, DUES, PRIVILEGES, AND SUSPENSION

Membership in the Club shall be limited to members in good standing withPCA.

Classes of membership:

  • ACTIVE – Any owner, lessee or co-owner of a Porsche acceptable to the Club, who is 18 years of age or older, and has paid PCA and Club dues, if any.
  • FAMILY-ACTIVE - a person of the active member’s immediate family, also 18 years 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. This class also includes a significant other who resides in the active member's household.
  • ASSOCIATE – Any active member who ceases to own, lease or co-own a Porsche while in good standing, or any person, employed by a Porsche-oriented business, interested in the Club and its objectives, and who has paid PCA and Club dues, if any.
  • AFFILIATE – A person, 18 years of age or older, named by the active member.

Family-Active and Affiliate members must be specified at the time the Active member renews membership, and can be changed anytime after that.

Only members in good standing shall be entitled to all privileges of the Club. Active and Family-Active members may vote and be a member of the board.

There shall be no dues beyond those for membership in PCA, unless the members shall vote otherwise. However, entry fees may be charged for events.

Any member may be suspended by the Board of Directors for infractions of PCA or Clubbylaws or event regulations (such as at track events) or for action inimical to the general objectives or best interests of the Club. Upon written notice of a possible suspension, the accused member shall be afforded reasonable opportunity to be heard, in person or through a representative, at a meeting of the Board of Directors, concerning the alleged misconduct, and to question their accuser(s) at that Board meeting. Upon a vote of at least two-thirds of Board members present, the member is suspended.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. Suspensions of Active and Associate members are also applicable to Family-Active, and Affiliate members.

ARTICLE V - DIRECTORS AND OFFICERS

The Board of Directors shall consist of fourelected officers, the most recent Past President, and appointed committee chairs; who shall establish policies and see to the proper conduct of the affairs of the Club in compliance with these bylaws.Active and Family-Active members may be board members. All board members have voting privileges.

Officers of the club (five) shall be:

  • President
  • Vice President
  • Secretary
  • Treasurer
  • Past President(the most recent)

Standing committee chairs will be:

  • Membership
  • Newsletter
  • Safety and Driving
  • Technical Advisor
  • Webmaster

Board of Directors = Officers + Committee Chairs.

The President shall be principle executive officer of the Club, and with the support and assistance of the other officers, shall be responsible for implementing policies established by the Board of Directors.

The Vice President shall assume the duties of the President in the absence of the latter, and shall undertake other such duties as the President may assign.

The Secretary shall be responsible for:

  • Club correspondence
  • Maintaining Club records
  • Taking minutes of all Board meetings and all official Club business meetings
  • Taking minutes of other such meetings as required by the President
  • Handling matters relating to membership in the Club (if the membership chair cannot be found)
  • Being third in succession, after the Vice President, if the President and Vice President are unable to serve out their term in office.

The Treasurer shall be the custodian of club funds, responsible for:

  • Handling all receipts and disbursements and maintaining all related records
  • Maintaining bank accounts as may be required by the Board
  • Filing tax returns and handling tax-related issues
  • At quarterly Board meetings, reporting to the Board in writing on the financial status of the Club
  • Ensuring an annual audit is conducted

The President, with the consent of 4/5 of the Officers, may create, abolish, and appoint chairs to additional committees as may be expedient for the furtherance of Club objectives. Standing committees continue until abolished by the officers, and do not need to be reestablished with each new set of officers.

If a vacancy occurs on the Board of Directors, the Board Officers shall select someone most qualified to fill that position, by a majority vote.

ARTICLE VI - BOARD MEETINGS

The Boardof Directorsshall meet quarterly. At such meetings, each board member shall be entitled to one vote on questions that come before the meeting. Voting privileges may also be accorded by the Board of Directors to appointees under the preceding article, provided, however, that no person shall be entitled to more than one vote by reason of holding two or more official positions.

A quorum at any Board meeting shall consist of a simple majority of Board members. For example, if several committee chairs are vacant, and the Board only consists of eight members, a quorum (majority) in this case would be five members. Actions of the board shall be by a simple majority of votes cast, which in this case would be three members. Board members unable to physically attend the meeting may participate via teleconference.

The Board of Directors may, with or without notice to other than themselves, convene such other meetings, as they consider desirable; and any action taken thereat shall have the same effects as if taken at a regular meeting.

ARTICLE VII - ELECTIONS

The members shall elect Officers (President, Vice President, Secretary, and Treasurer) for a two-year term. There are no term limits.

At least ninety days before the end of the club fiscal year the President with the consent of the Board of Directors, shall appoint a nominating committee which shall promptly submit a slate of candidates for Officers for the ensuing two years.The Secretary shall thereupon make all necessary arrangements to inform the members (using the Club newsletter, email, U.S. mail, and/or Club website) of the names and qualifications of the nominees, and to conduct electronic voting (email). Those members without email will be mailed a paper ballot. If only one person volunteers to fill an Officer position, that person does not need to be elected.

Each Active member and Family-Active member shall be entitled to one vote for each of the nominees. After being counted by the nominating committee, the results will be forwarded by the Secretary to the President for announcement. Candidates receiving the largest numbers of votes shall be declared elected. Results will be archived by the Secretary for a period of three years.

New Officers will become effective on January 1, and the two-year term in office is from January 1st of the first year through December 31st of the second year.

Any nominations for national recognition, in response to solicitation by PCA, shall be made by the President pursuant to a vote of the Board of Directors.

ARTICLE VIII - MEETINGS

Meetings of the members may be called by the President, by the majority of the Board of Directors, or by petition (paper or electronic) signed by 5% of the members.

A quorum at any Board meeting shall be as explained in Article VI. A quorum at a general member meeting shall be 15% of voting members (Active and Family-Active). At present membership levels that would be about 30 members. Actions or approval at a general member meeting would be by simple majority.

Concerning general member meetings, the President shall provide due notice (using email, newsletter, website, and U. S. mail) of the meeting, specifying the date, time, place and purpose at least ten days before such meeting.

ARTICLE IX - FISCAL YEAR

The Club's fiscal year shall be that of the calendar year.

ARTICLE X - OBLIGATIONS AND INDEBTEDNESS

Obligations or indebtedness in the name of the Club shall be incurred only; (a) for the general benefit of furthering Club objectives, and(b) by authorization of the Board of Directors. No personal liability shall result from action so taken.

Obligations or indebtedness incurred other than as provided herein shall be the sole responsibility of the person or persons incurring them.

ARTICLE XI - OFFICIAL PUBLICATION

Official communications to members may appear in the Club newsletter, email, U.S. mail, the Club website, or in such other method of communication as the Directors may choose. The official newsletter for the Sonnenschein Region shall be called Zeitschrift.

ARTICLE XIIAMENDMENT AND REVIEW OF BYLAWS

Amendments to these bylaws may be proposed by the Board of Directors or by any ten or more voting members in good standing. Proposals shall be submitted to a member of the Board of Directors in writing, and in the case of a proposal submitted by members shall be accompanied by a written explanation, signed by each member, of the nature and the need for such amendment.

The Board of Directors shall then advise Club members of the proposed amendment (either by email or by publishing in the club newsletter, or both), along with the rationale, and arrange for a vote by members. The affirmative vote of two-thirds of those voting shall be required for approval.

At least every five years, starting in 2011, the bylaws will be reviewed by the Secretary and recommendations made to the Board.

Bylaws History:

  • Original bylaws - March 31, 1998
  • First revision - February 22, 2011

ARTICLE XIII ANNUAL AUDIT

Every January an audit shall be conducted of Club financial records. The auditshall be done by someone not a board member, appointed by the Board. The newly elected Treasurer may also conduct the audit.

ARTICLE XIV DISSOLVING THE CLUB

If the club is to be dissolved, regional historical records and money in the club account will be sent to the Zone 12 representative for disposition.

ARTICLE XVPCA BYLAWS

Topics not addressed herein that may come before the Region will be handled in accordance with PCA Bylaws, or laws of the State of Florida.

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