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:
- Make decisions that will perpetuate the Charter;
- Serve as an information resource for members, by facilitating contact among
members:
- Publish a newsletter of general interest to members;
- Facilitate contact between members;
- Provide events of interest to the members;
- Offer selected club merchandise for sale to members;
- Facilitate technical assistance for members;
- To support the ideals and charter of the 356 Registry, Inc.; and
- 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.
- A Regular Member shall be any individual who applies for membership and pays
membership dues.
- An Associate Member shall be any family members or person designated any
Regular Member.
- 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:
- A Regular Member shall have one vote in Club elections.
- 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.
- A Regular Member shall receive the Club newsletter.
- An Associate Member may upgrade their status at any time to become a Regular
Member by paying dues in full.
- A member shall be eligible to attend any and all Club events.
- A member shall be eligible to access general Club electronic communication.
- 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.
- New members must pay membership dues plus an new member fee, if prescribed
by the Board of Directors.
- 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.
- 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:
- President
- Vice-president
- Secretary
- 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:
- Newsletter Editor
- Events Coordinator
- 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:
- 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.
- 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.
- 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.
- 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:
- Newsletter Editor: The Newsletter Editor shall prepare and publish a
newsletter on a regularly scheduled basis.
- 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.
- 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:
- Appoint Directors
- Expel or Suspend Members
The Board of Directors shall have the authority to:
- Obligate and pay out the funds of the Club.
- Enter into contracts on behalf of the Club.
- Appoint persons and/or committees to perform the specified functions of the
club.
- Appoint a Election Committee in accordance with Article XI.
- Designate Lifetime Members in accordance with Article IV.
- Change these Bylaws in accordance with Article XV.
- 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:
- 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.
- The Election Committee shall be composed of three members in good standing.
- One member of the Election Committee shall be designated as Election
Committee Chair.
- 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.
- The Election Committee shall not obligate or otherwise expend any Club funds
without the approval of the Board of Directors.
- 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.
- Candidates for Club office must be members in good standing and also meet
the following requirements:
- 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.
- No person may hold more than two Club offices at any time.
- 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.
- 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.
- The President shall have the authority to call and preside at Board
Meetings.
- 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.
- Each Director shall have one vote. Any person simultaneously holding two
Club offices shall also have only one vote.
- 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).
- 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.
- 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.
- 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:
- 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).
- 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.
- 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)
- 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
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