The name of the Club shall be the Porsche Club of America, Maverick Region, Inc.
The general objectives of the Club, to which its members are joined together and mutually pledged, shall be the furtherance and promotion of the following:
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 as set forth in these Bylaws.
The Club emblem shall be a circular design consisting of a white, five-pointed star (symbolic of the Lone Star State of Texas) on a sky blue field over which is superimposed a replica of a Porsche steering wheel in black and nickel finish with the word "TEXAS" within the upper half of the wheel. The center horn button of the steering wheel shall contain a gold five-pointed star. The device is surrounded by a red circular border within which are the words "MAVERICK REGION" (in the upper half) and "PORSCHE CLUB OF AMERICA" (in the lower half.) The colors of the emblem, red, white, blue and black being symbolic of the United States of America and the State of Texas.
Membership in the Club shall be restricted to owners or co-owners of Porsches who are 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. Such members must also be a member of the Porsche Club of America, Inc.
a) Active Any owner or co-owner of a Porsche acceptable to the Club membership who is 18 years or older, having paid PCA National 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 18 years of age or older, restricted to wife, husband, brother, sister, son, daughter, mother or father whether otherwise qualified for active membership of a Porsche or not.
b) Associate Any active member who ceases to own or co-own a Porsche while in good standing, having paid PCA National 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. An elected officer may fulfill the unexpired portion of his term not withstanding the provisions of the section.
c) Honorary Any person who on the affirmative vote of a majority of a quorum, is deemed to merit recognition for outstanding interest in or service to the Club. Such membership shall be limited to one year, but may, upon affirmation, be renewed.
d) 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.
All applications for membership made to or forwarded to the Club shall be processed by a member of the Board of Directors of the Club in accordance with these Bylaws and the PCA National Bylaws. Each application for membership must be accompanied by a check made payable to the Porsche Club of America, Inc., for PCA National Club dues, in the amount required for the desired specific membership length, available at the time from the PCA National Club.
Annual dues for the various classes of membership shall be consistent with the determination of the Board of Directors, PCA National, and shall be collected by National. Annual dues shall be due and payable on the anniversary date of each member's original Club membership.
The membership year shall terminate annually on the anniversary date of each member's original Club membership. New members shall submit with their applications the full amount of the annual dues.
Active, Associate, and Affiliate members in good standing shall be entitled to all the privileges of the Club, as outlined by PCA National, and these Active, Associate, and Affiliate members shall be entitled to vote and to hold an elected office.
Membership in the Club may be terminated by:
Any member may be suspended by a two-thirds vote of the Board of Directors for conduct to the detriment of the Club. Upon written notice of pending suspension, the member shall be offered reasonable opportunity to be heard, in person or through a representative, by the Board of Directors concerning the alleged misconduct. The Board of Directors may thereafter suspend the member for a definite time, terminate the pending suspension, or expel the member. Suspensions of active and associate members are also applicable to family-active and family-associate members. Any suspension can be appealed to the general membership which shall either uphold or repeal such suspension by a majority vote.
Members in good standing shall be constituted by payment of PCA National Club dues and approval of the national organization.
The elected officers of the Club shall be a President, Vice-President, Secretary, and Treasurer. Their terms of office shall be one year and shall end on December 31.
In addition to the elected officers, the President shall appoint a number of individuals to the various standing committees which are necessary to conduct the operation of the Club and its adopted programs.
An elected officer of the Club may be removed by a petition signed by ten percent (10%) of the membership and by a ballot vote of a majority of the membership.
The elected officers of the Club shall constitute the Executive Council. It shall be responsible for the proper conduct of the administrative affairs of the Club, the proper functioning of the several committees, and shall ensure compliance with these Bylaws: it shall have all necessary powers to accomplish these things: but its decisions are subject to veto by a majority vote of the membership. All decisions of the Executive Council shall be by a majority vote. It shall examine, or cause to be examined, the Club financial records periodically, but at least annually. It shall also see that a current roster of members is maintained.
The elected officers, chairmen of the standing committees, and the past President of the preceding year shall constitute the Board of Directors of the Club. It shall be the responsibility of the Board of Directors to determine all matters of Club policy not otherwise determined by the members at a regular or special meeting. The Board of Directors shall insure the proper conduct of the administrative affairs of the Club by the Executive Council, the fulfillment of duties by the office of the Board of Directors shall be one year and shall end on December 31.
The President shall preside at all meetings of the members and the Executive Council and shall perform the duties usually associated with this office.
The Vice-President shall assist the President in the conduct of the administrative affairs of the Club and perform such duties as my be assigned to him/her by the President. In the absence of the President, the Vice-President shall preside. In the event of the death, resignation, disability or disqualification of the President, the Vice-President shall assume the office of President and a new Vice-President shall be appointed per Article 7, Section 5 Interim Appointments.
The Secretary shall attend all meetings of the members and the Executive Council, and shall keep full and complete minutes of the proceedings and of all votes cast thereat. The Secretary shall have custody of the Club's minutes and correspondence, and perform all duties incident to this office. The Secretary shall cause to be published to the membership the official and complete results of all balloting by the members. The Secretary shall also fulfill the duties defined in Article 9, Election of Officers.
The Treasurer shall have custody of and be accountable for all monies, debts, obligations, and assets belonging to the Club. The Treasurer shall have direct control over and supervision of all Club assets. The Treasurer shall receive all monies of the Club and deposit them promptly to the Club account in a bank insured by the Federal Deposit Insurance Corporation and designated by the Executive Council. The Treasurer shall make all payments of Club debts and obligations pursuant to Article XI, Section 1. The Treasurer shall insure strict compliance with these Bylaws in all matters pertaining to the financial affairs of the Club. The Treasurer shall give a full and correct written report to the Board of the financial position of the Club once each calendar quarter reflecting the Club's financial position as of March 31, June 30, September 30, and December 31, and give a full and correct written report to the membership of the financial position of the Club once each year by causing to be published in the Club newsletter the Club's financial position at December 31. Quarterly reports shall be made available to any member in good standing upon request. All checks or other orders for payment of monies in the name of the Club shall be signed by the Treasurer or appropriate officer in his absence. The Treasurer shall maintain, or cause to be maintained, a set of books and subsidiary records on the cash basis of accounting which will show, as a minimum, the source and disposition of all funds and other property that the Club may own. The Treasurer shall prepare, or cause to be prepared, such financial reports that are required or may be required by the National Organization, U.S. Internal Revenue Service, or other appropriate parties needing such information. The fiscal year of the Club shall be the calendar year.
In the event of the death, resignation, disability, or disqualification of the Vice-president, Secretary, or Treasurer, the Executive Council shall make an interim appointment to the office so vacated for the balance of the unexpired term, with approval of a majority vote of the membership in attendance at a regularly scheduled meeting.
Pursuant to Article V, Section 2, Committee Chairmen and such members as may be desirable shall be appointed to serve at the discretion of the President. Standing committees will normally include, but are not limited to, the following:
The Executive Council may add to or delete from the above list of committees from time to time as it deems appropriate to accomplish the objectives of the Club. The Board of Directors shall determine the appropriate level of Club assets necessary for the efficient operation of each committee. The level of such assets shall be reassessed at the beginning of each fiscal year by the Board of Directors at the first regularly scheduled Regular Meeting. Each Committee Chair must present an annual budget to the Treasurer prior to, or no later than, this first regularly scheduled Regular Meeting.
At the July Board Meeting, the Board shall appoint a Nominations Committee consisting of three members who are not currently serving as elected officers. The August newsletter shall contain the names, addresses, and phone numbers of those serving on the Nominations Committee, as well as a call for nominations for the following year's elected officers from the membership. The Nominations Committee shall provide the Club Secretary with a slate of candidates willing to run for the four elected offices. Should a member wish to place his or her own name on the ballot, he may do so by presenting the Club Secretary with a petition so requesting before September 1. Before any member's name can be placed on the ballot there must be at least three (3) members entitled to vote sponsoring each candidate. The Club Secretary shall cause to be printed in the October newsletter an official ballot listing all candidates for office. Should no nominations be received for any office, the current officer shall remain in office until the succeeding Board of Directors can appoint a replacement.
Election of Club Officers shall be at the Annual Meeting. Voting shall be by official secret ballot and due provision shall be made for absentee voting. The Secretary shall ensure that only ballots submitted by members in good standing are counted. The nominee who receives the greatest number of votes cast for the office for which his name appears on the ballot shall be declared elected. In case of a tie vote, a rerun vote shall be taken at the next Meeting, but in no event more than 45 days after the Annual Meeting. All votes shall be counted by the Club Secretary and at least two members of the Nominating Committee.
Board of Directors Business Meetings, also known as "Regular Meetings," shall be held regularly. The time and location shall be published at least ten (10) days prior to the scheduled meeting. These meetings shall normally be held on or before the 10th day of the month. A meal or refreshments will normally be made available and a fee for food and beverage service may be charged. These meetings are always open to the membership at large.
The Annual Meeting of the Club shall normally be held on the second Saturday in November. The Election of Officers will be held at the Annual Meeting ("Founders Day"). Notice of the time and location of the Annual Meeting shall be published in the Club newsletter at least ten (10) days prior to the scheduled meeting.
Special meetings of the members may be called by a majority of the Executive Council or by not less than five percent (5%) of the members in good standing. Written notice of the time, purpose, and location of the meeting shall be given to all members in good standing at least five (5) days prior to the date of the meeting.
One-half the Executive Committee plus, six Directors or one-half of the Board of Directors, which ever is greater, or 5% of the members in good standing shall constitute a quorum for the transaction of business at any regular or special meeting of the Board of Directors
Only the elected officers or persons authorized by the Executive Council to act on behalf of the Club shall incur any obligations or indebtedness in the name of the Club. The President is authorized to approve up to $500, without board approval, for expenses outside of normally budgeted and approved committee or event expenses.
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 (beyond the power authorized by these Bylaws). 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.
These Bylaws may be amended by a two-thirds vote of a quorum at a Regular or Special Meeting; provided notice that the Bylaws were to be amended is made to all members in good standing at least three (3) days prior to the date of the referendum. Voting shall be by official secret ballot and due provision shall be made for absentee voting. The Secretary shall ensure that only ballots submitted by members in good standing are counted.
The Executive Council or any five (5) members in good standing may propose amendments to the Bylaws. Amendments proposed shall be submitted to the Secretary in writing and shall be signed by the members proposing the amendments.
Robert's Rules of Order, Revised, shall govern the parliamentary procedure at all meetings of the Club. A Parliamentarian may be appointed by the Executive Council to insure compliance with this article.