Typ 356 Northeast is dedicated to the preservation and enjoyment of the
356 Porsche and to the fellowship of 356 enthusiasts

BYLAWS
of
Typ 356 Northeast

January 2000

CHARTER
Typ 356 Northeast is dedicated to the preservation and enjoyment of the 356 Porsche and to the fellowship of 356 enthusiasts.

PREAMBLE
To share our knowledge of, interest in and enthusiasm for
Typ 356 Porsche automobiles;

To stimulate interest in and foster appreciation for
Typ 356 Porsche automobiles; and

To help our members maintain, enjoy and preserve
Typ 356 Porsche automobiles,

To plan sponsored events that encourage member participation

We unite to form the Typ 356 Northeast

ARTICLE I
THE NAME OF THE CLUB shall be "Typ 356 Northeast", hereinafter referred to as "the Club".

ARTICLE II
THE PURPOSE OF THE CLUB shall be as stated in the Preamble to these Bylaws to these ends, the Club shall:
  1. Make decisions that will perpetuate the Charter;
  2. Serve as an information resource for members, by facilitating contact among members:
  3. Publish a newsletter of general interest to members;
  4. Facilitate contact between members;
  5. Provide events of interest to the members;
  6. Offer selected club merchandise for sale to members;
  7. Facilitate technical assistance for members;
  8. To support the ideals and charter of the 356 Registry, Inc.; and
  9. Continuously refine and improve the Club standards to reflect member interests .

ARTICLE III
MEMBERSHIP ELIGIBILITY. Membership in the Club is open to anyone who has interest in Porsche 356 automobiles. Ownership of a Porsche 356 automobile is not required.

ARTICLE IV
TYPES OF MEMBERSHIPS. There shall be three types of memberships in the Club: Regular Member, Associate Member and Lifetime Member.
  1. A Regular Member shall be any individual who applies for membership and pays membership dues.
  2. An Associate Member shall be any family members or person designated any Regular Member.
  3. Lifetime Member shall be any person nominated and approved for Lifetime Membership status by unanimous vote of the Board of D irectors. Lifetime Members are forever exempt from paying membership dues.

ARTICLE V
GENERAL PRIVILEGES AND RESPONSIBILITIES OF MEMBERS shall include the following:
  1. A Regular Member shall have one vote in Club elections.
  2. A Regular Member shall be eligible to run for and hold office in the Club; except for those members with a conflict of interest as defined in Article XI, paragraph B.
  3. A Regular Member shall receive the Club newsletter.
  4. An Associate Member may upgrade their status at any time to become a Regular Member by paying dues in full.
  5. A member shall be eligible to attend any and all Club events.
  6. A member shall be eligible to access general Club electronic communication.
  7. Each member shall conduct himself or herself in a manner which is a credit to the well being of the Club, complying with these Bylaws and other rules and regulations as may be prescribed by the Club.

ARTICLE VI
THE TERM OF MEMBERSHIP corresponds to the calendar year. The membership term of those members joining between January 1, and September 30 ends December 31 the same year. The membership term of those joining between October 1 and December 31 ends December 31 of the following year.

ARTICLE VII
MEMBERSHIP DUES shall be an annual fee prescribed by the Board of Directors and may be changed from time to time as the Board of Directors may determine.
  1. New members must pay membership dues plus an new member fee, if prescribed by the Board of Directors.
  2. Membership dues shall be payable to the Club. Renewal dues received after the end of the membership period, plus a ninety-day grace period, will cause the member to be considered a lapsed member, thus incurring the new member fee, if any.
  3. No member may be considered a member of the Club without payment of the annual fee ("dues"), except under the provisions for Associate Members and Lifetime members.

ARTICLE VIII
The Club will be administered by a BOARD OF DIRECTORS made up of elected Club Officers and appointed Directors.

CLUB OFFICERS. The Club Officers are elected by the membership. Each Club Officer is also a Director. Club Officers are composed solely of the following four positions:
  1. President
  2. Vice-president
  3. Secretary
  4. Treasurer
An appointed DIRECTOR is selected by a two-third's vote of the elected Club Officers. Club Officers shall appoint Directors to fulfill the following roles:
  1. Newsletter Editor
  2. Events Coordinator
  3. Membership Chairman
Directors in addition to those above may be added by the Club Officers.

ARTICLE IX
GENERAL DUTIES OF THE BOARD OF DIRECTORS shall be to execute the duties identified in Article II.

CLUB OFFICERS shall have duties as described below:
  1. President: The President shall have general authority for the supervision, direction, and control the business and affairs of the Club. He/she shall call and preside at all meetings of the Board of Directors.
  2. Vice President: The Vice President shall, in the absence of the President, shall perform all duties of the President or fulfill such other roles as may be necessary.
  3. Secretary: The Secretary shall keep a complete and accurate record of the proceedings of Board Meetings, and shall publish and provide copies of the records to the Board of Directors.
  4. Treasurer: The Treasurer shall receive, keep, and pay out funds of the Club in a manner approved by the Board of Directors and shall provide periodic financial reports. He/she shall also be responsible for the timely execution of all forms and records related to taxes and corporate status.
APPOINTED DIRECTORS shall have duties as described below:
  1. Newsletter Editor: The Newsletter Editor shall prepare and publish a newsletter on a regularly scheduled basis.
  2. Events Coordinator: The Events Coordinator shall maintain a general calendar of events and shall provide assistance to the Board of Directors and Members on providing events of interest to the members.
  3. Membership Chairman: The Membership Chairman shall keep a complete and accurate record of Members, and shall publish and provide copies of the records to the Board of Directors.
Each Club Officer and Director shall have other duties as prescribed by the Board of Directors.

ARTICLE X
GENERAL AUTHORITIES OF THE CLUB OFFICERS AND DIRECTORS.

The Club Officers shall have the authority to:
  1. Appoint Directors
  2. Expel or Suspend Members
The Board of Directors shall have the authority to:
  1. Obligate and pay out the funds of the Club.
  2. Enter into contracts on behalf of the Club.
  3. Appoint persons and/or committees to perform the specified functions of the club.
  4. Appoint a Election Committee in accordance with Article XI.
  5. Designate Lifetime Members in accordance with Article IV.
  6. Change these Bylaws in accordance with Article XV.
  7. Take other such actions as may be necessary for fulfilling the purposes of the Club.
ARTICLE XI
ELECTION OF CLUB OFFICERS. The Club Officers shall be elected by the membership. The elections shall be conducted as follows:
  1. The Club Officers shall biannually appoint a Election Committee for the purpose of seeking candidates for Club offices and for organizing and conducting Club elections.
    1. The Election Committee shall be composed of three members in good standing.
    2. One member of the Election Committee shall be designated as Election Committee Chair.
    3. The Chair of the Election Committee shall be responsible for overseeing all activities of the Election Committee, for seeking well qualified candidates for Club, for conducting elections in accordance with these Bylaws.
    4. The Election Committee shall not obligate or otherwise expend any Club funds without the approval of the Board of Directors.
    5. The term of appointment on the Election Committee expires upon the completion of the election . Members of the Election Committee may apply for and serve successive terms.
  2. Candidates for Club office must be members in good standing and also meet the following requirements:
    1. Candidates for Club office must not have a conflict of interest Determination of a potential conflict of interest shall be made, by the Election Committee, on a case-by-case basis.
  3. No person may hold more than two Club offices at any time.
  4. In the event of a Board of Directors vacancy the Board of Directors shall appoint, by majority vote, a member in good standing to the vacant position.
  5. The Election Committee shall provide each member with a ballot to vote for the Club Officers. The ballot may be a part of, or included with, the Club newsletter, or may be sent via separate correspondence including via e-mail. The Election Committee shall set a deadline date for the return of completed ballots which shall be at least 30 days after the date of the ballots. Club Officers shall be elected based on a simple majority among the ballots returned by the deadline date.
ARTICLE XII
TERM OF OFFICE OF CLUB OFFICERS. Club Officers shall serve a term of office of two years, and may seek reelection as many times as they may desire. The term of office for Club Officers is from February 1 to January 31 of the second year. Appointed Directors shall be appointed for a term of two years, concurrent with the Club Officers and may serve as many times as they may desire.

ARTICLE XIII
BOARD MEETINGS. Club business shall be conducted by the Board of Directors at Board Meetings.
  1. The President shall have the authority to call and preside at Board Meetings.
  2. There shall be a quorum of the Directors at a Board Meeting before any Club business may be conducted. A quorum shall be comprised of majority of the Directors.
  3. Each Director shall have one vote. Any person simultaneously holding two Club offices shall also have only one vote.
  4. A simple majority vote among a quorum of the Club Officers shall be required for the determination of Club business, except under the provisions of Article IV Section D (Designation of Lifetime Members), Article IX (Appointing Directors) Article XIV (Suspension and Expulsion of Members) and Article XV (Amendment of the Bylaws).
  5. All Members are encouraged to attend and contribute to Board of Directors meetings.
ARTICLE XIV
SUSPENSION AND EXPULSION OF MEMBERS. The elected Club Officers can by a vote of at least two/thirds of the Club Officers suspend or expel from the Club any member whose conduct is deemed to be contrary to the interests and well-being of the Club or its members. A member so suspended or expelled shall forfeit all privileges of a membership and all rights against the Club, and shall receive a prorated refund of dues.
  1. The Club Officers shall set an effective date for an expulsion. The expelled member shall receive at least 15 days prior notice specifying the reason(s) for the proposed action. The affected member may be heard, in writing only, at least 5 days before the effective date of the expulsion, by the Club Officers. The Club Officers are authorized to make the final decision on whether the proposed suspension shall actually take place. An expelled member shall not ever again be eligible for membership.
  2. The duration and effective date of a suspension shall be set by the Club Officers. The member shall receive at least 15 days prior notice specifying the reason(s) for the proposed action. The affected member may be heard, in writing only, at least 5 days before the effective date of the suspension, by the Club Officers. The Club Officers are authorized to make the final decision on whether the proposed suspension shall actually take place. At the end of the suspension period, the suspended member may reapply for membership.
ARTICLE XV
AMENDMENT OF THE BYLAWS. These Bylaws may be amended by the following process only:
  1. At any Board Meeting, the Board of Directors may approve amendment(s) to these Bylaws with a minimum vote of at least two/thirds of the Directors voting in favor of the amendment(s). The amendment(s) then become(s) (a) "proposed" amendment(s).
  2. Following approval of proposed amendment(s) to these Bylaws, a written notification of the change shall be published in the Club newsletter . The notification shall include the entire text of the proposed Bylaws.
  3. The proposed amendment(s) shall then be reviewed by the members for a minimum of (thirty) days, during which time the Board of Directors shall receive and , when appropriate respond to member inquiries and comments the proposed amendment(s)
  4. After a 30-day membership review period, the Board of Directors shall again vote on the proposed amendment(s). The proposed amendment(s) shall then become effective only if again approved by a minimum vote of at least two/thirds of the Directors.
End of Bylaws