By‐Laws as Amended January 1979
Revised March 1990/Amended April 1993/Amended March 2008

Porsche Club of America, Peachstate Region, Inc.

ARTICLE I: NAME

The name of the Club shall be the Porsche Club of America, Peachstate Region, Inc.

ARTICLE II: GENERAL OBJECTIVES

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:

A.    The highest standards of courtesy and safety on the roads.

B.    The enjoyment and sharing of goodwill and fellowship engendered by owning a Porsche and engaging in such social and other events as may be agreeable to the membership.

C.    The maintenance of the highest standards of operations and performance of the marquee by sharing and exchanging technical and mechanical information.

D.    The establishment and maintenance of mutually beneficial relationships with the Porsche AG, Porsche Cars North America, Porsche Dealers, and other service sources to the end that the marquee shall prosper and continue to enjoy its unique leadership and position in sports car annals.

E.    The interchange of ideas and suggestions with other Porsche Clubs throughout the world and in such cooperation as may be desirable.

F.    The establishment of such mutually cooperative relationships with other sports car clubs as may be desirable.

G.    To promote the highest standards of courtesy and safety on the roads by encouragement of, and instruction in safe driving techniques by conducting seminars presented by skilled drivers and other experts on safe driving, conducting low‐speed autocross competitions, and driving schools held at road‐racing venues.

H.    Civic betterment objectives shall be to conduct fundraising events for Internal Revenue Code Section 501(c)(3) organizations or other similar charitable organizations providing charitable service to the disadvantaged, disabled, or needy.

ARTICLE III: GENERAL OBJECTIVES

Section 1 – Powers

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 the Certificate of Incorporation, issued under the statutes of the State of Georgia, and in the Bylaws.

Section 2 – Corporate Seal

The corporate seal of the Club shall be circular in form, being inscribed with the name of the Club and the year and place of its incorporation.

Section 3 – Badge

The badge of the Club shall be circular in form, being inscribed with the name of the Club and the initials “PCA.”

Section 4 – Territory

The boundaries of Peachstate region shall be coincident with the borders of the State of Georgia north of the line delineating the southern boundaries of Carroll, Coweta, Spalding, Henry, Newton, Morgan, Green, Tallaferro, Wilkes, and Lincoln counties.

Section 5 – Bank Accounts

The Club shall be authorized to establish such bank accounts as the Executive Council deems appropriate for the orderly and efficient operation of the Club. Each such account will have a minimum of two individuals authorized as signatories, at least one of whom shall be a member of the Executive Council.

ARTICLE IV: MEMBERSHIP, DUES, AND FEES

Section 1 – Membership

Membership of the Club shall be restricted to owners, lessees, 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(B), (C), and (D) of this Article. A Porsche is defined as an automobile body and suspension which is, basically, as manufactured or designed as a Porsche automobile by Porsche AG or its successor, which is powered by an engine which is, basically, one which was installed in such bodies by the manufacturer of such automobiles, although not necessarily in the body concerned.

Section 2 – Classes of Membership

A.    ACTIVE – Any owner, lessee, or co‐owner of a Porsche, acceptable to the Region, who is 18 years of age or older, having paid Club 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 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.

B.    ASSOCIATE – Any active member in good standing, who ceases to own, lease, or co‐own a Porsche, or any person employed by a Porsche‐oriented business, interested in the Club and its objectives having paid 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.

C.    HONORARY – Any person who, on the affirmative vote of the Executive Council, 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 the affirmative vote of the Executive Council be renewed.

D.    AFFILIATE MEMBER – 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.

Section 3 – National and Regional Club Memberships

No active, family‐active, or family‐associate member may hold membership in the Regional Club without at the same time being a member in good standing of the National Club.

Section 4‐ Membership Application

All applications for membership may be submitted to the Region Club Membership Chairman for forwarding to the Executive Secretary of the National Porsche Club of America, or preferably to the National Porsche Club of America website directly, which shall then either accept or reject the application. Acceptance shall be by a National official, and thereupon the Secretary who shall enroll the applicant as a member in the National Club. In case of rejection, the applicant or a member on behalf of the applicant may appeal to the National Executive Council, whose decision, unless overruled by a vote of at least two‐thirds of the Region’s members, shall be binding on the Region.

Section 5 – Dues

Annual dues shall be due and payable at the end of the month in which the member joined or in which he last renewed.

Section 6 – Membership Year

The Membership Year shall commence on the date of the acceptance of the member’s membership application by the National Executive Secretary and shall be renewable annually on the anniversary of such acceptance.

Section 7 – Privileges

Members, including family members in good standing, shall be entitled to all the privileges of the Club, except that Honorary members and affiliate members shall be entitled neither to vote nor hold elective office, and except further that family‐active members, affiliate members, and family‐associate members shall not be entitled to receive the Club’s official publication entitled the Peachstate Presse, by any duplication of any mailing to the active member. Ballots will be mailed to active members only with space for the vote of the family‐active member.

Section 8 – Suspension

Any member may be suspended by a two‐thirds vote of the Board of Directors of the Region in accordance with these By‐Laws, for infractions of National or Regional rules or regulations for action contrary to the general objectives or best interests of the Club. Upon written notice of such suspension, the suspended member shall be afforded 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. Suspensions of active and associate members are also applicable to the family‐active and family associate members.

Section 9 – Resignation

Any member may resign by addressing a letter of resignation to the Secretary of the Club or to the Executive Secretary of the National Club. The recipient shall inform the other of the resignation. The resignation shall become effective upon receipt of the notice, and all Club privileges shall terminate as of that date. An active member may terminate the membership of an affiliate member by written notification to the Executive Secretary.

ARTICLE V: ELECTED OFFICERS

The elected officers of the Club shall be the President, Vice‐President, Secretary, and Treasurer. Their terms of office shall be for one year, and shall end on December 31. No officers shall serve in the same office more than two consecutive terms. No person may hold more than one office at one time. No officer may continue in office if he shall move his residence beyond the borders of the Region.

There shall be ten standing committees of the Club as follows:

1. Autocross
2. Concours
3. Membership
4. Web Master
5. Presse Editor
6. Rally
7. Safety
8. Social
9. Technical
10. Track Driving Events

The Executive Council may create such other committees from time to time, to exist at its pleasure, as it may see fit. The President, with the advice of the Executive Council, shall appoint the Chairman of each Standing and other committees, and he may dismiss or replace the Chairmen and members, all with the consent of the Executive Council.

ARTICLE VI: EXECUTIVE COUNCIL AND BOARD OF DIRECTORS

Section 1 – Executive Council

The President, the Vice‐President, the last Past President continuing to be an active member of the Club, the Secretary, and the Treasurer shall constitute the Executive Council in which the government of the Club shall be vested. It shall be responsible for the proper conduct of the administrative affairs of the Club, and the proper functioning of the several committees. All decisions of the Executive Council shall be by a majority vote.

Section 2 ‐ Board of Directors

The elected Officers, Chairmen of the standing committees, and the last Past President continuing to be an active member of the Club 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. The Board of Directors shall ensure the fulfillment of the duties of the officers, and compliance with these By‐Laws. All decisions of the Board of Directors involving major policy considerations shall be arrived at by a majority of the vote cast by those present at a meeting of the Board of Directors. At any meeting of the Board of Directors, attendance of fifty‐percent of the Board members shall constitute a quorum. The Board of Directors may exercise its decision‐making power only when a quorum of its members is present.

ARTICLE VII: DUTIES OF OFFICERS

Section 1 – Duties of President

The President shall preside at all meetings of the Board of Directors and membership of the Club, and shall perform the duties usually appertaining to its office. He shall call a meeting of the Executive Council and the Board of Directors one time each month during his term of office, and he may call a meeting at the request of any three members of the Board. It shall be his responsibility to appoint a Nominating Committee in compliance with these By‐Laws by or before the July meeting of the general membership. In the absence of the President, the Vice‐President shall preside and act as President. In the case of the death, resignation, or disqualification of the President, the Vice‐President shall become President.

Section 2‐ Duties of Vice‐President

The Vice‐President shall assist the President in the conduct of the administrative affairs of the Club and perform such other duties as may be assigned to him by the President.

Section 3 – Duties of Secretary

The Secretary shall attend all meetings of the Board of Directors and the Club membership and shall keep full and complete minutes of the proceedings and of all votes cast there at. He shall cause to be published in the Club’s official publication notices of proposed and adopted amendments to these By‐Laws and other matters relating to the proper conduct of the Club. The Secretary shall have custody of the corporate seal at all times as well as the Club’s records. He shall preside over all elections and be responsible for the preparation of ballots, dissemination of the ballots to the membership, and the collection of ballots.

Section 4‐ Duties of Treasurer

The Treasurer shall have custody of all monies, debts, obligations, and assets belonging to the Club. He shall receive all monies of the Club and deposit them in the Club account in a bank insured by the Federal Deposit Insurance Corporation. He shall have direct control over and supervision of all Club assets and of all payments of the Club debts and obligations. He shall ensure strict compliance with the By‐Laws in all matters pertaining to the financial affairs of the Club. He shall cause to be published in the Club’s official publication a full and correct report as required by the Executive Council on the financial status of the Club. He shall also give a full and correct report monthly on the financial status of the Club at any meeting of the Board of Directors or the Club membership. The
Treasurer shall cause to be maintained books of account which shall properly reflect the true and correct financial status of all receipts, disbursements, balances, assets and liabilities of the Club. All checks or other orders for the payment of monies in the name of the Club shall be signed by the Treasurer.

Section 5 – Interim Appoints

In the event of the death, resignation, disability or disqualification of the President, 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.

ARTICLE VIII: ELECTION OF OFFICERS

Section 1 – Nominating Committee

The Nominating Committee, which shall consist of three members, including a chairperson of choice, a member of the Board of Directors, and a representative of the general membership, shall submit to the Secretary by the October general meeting a slate of one or more nominees for the offices of President, Vice‐President, Secretary and Treasurer.

Section 2 – Nomination by Members

Three active members in good standing shall constitute a nomination group and may nominate a qualified member for any office. Such nominations must be submitted to the Secretary by or before the first day of November prior to the beginning of the fiscal year, in writing, and signed by each nominating member and each nominated member.

Section 3 – Notice of Elections

At the November general meeting, the Secretary will announce the nominees for each office. If only one nominee for each office is submitted, then that slate will be deemed elected, and no ballot will be distributed.

Section 4 – Ballots

All balloting shall be by mail or by an approved Peachstate PCA website. The ballot shall contain an alphabetical listing of nominees of office. Votes shall be cast indicating the member’s choice of candidates and the offices for which they stand, and must be signed by each voting member. Ballots shall be distributed or communicated via email to the membership no later than 15 days prior to the December meeting and must be received by the Secretary of other person designated by the President in the event that the Secretary is a nominee, no later than two days before the December general meeting. For the purposes of these By‐Laws, the term member shall be deemed to include an Active Member and a Family Member. Both individuals shall be entitled to vote in any election. The cost of return mailing of ballots shall be borne by the voting member.

Section 5 – Tellers

The Secretary, Membership Chairman, a member of the Nominating Committee and a member of each nomination group will serve as Tellers, whose responsibility it shall be to verify membership, count votes and determine election results. Unsigned ballots are invalid. No person who is a nominee may serve as a Teller. The Secretary shall announce the results of the election at the December meeting.

ARTICLE IX: FISCAL YEAR

The fiscal year of the Club shall be the calendar year.

ARTICLE X: OBLIGATIONS AND INDEBTEDNESS

Section 1 – Authority to Incur Obligations or Indebtedness

Only the Elected Officers or persons authorized by the Executive Council to act on behalf of the Club shall incur any obligation or indebtedness in the name of the Club. All obligations or indebtedness incurred in accordance with the provisions of these By‐Laws shall be incurred solely as corporate obligations. No personal liability whatever shall be attached to or incurred by any member or Elected Officer of the Club by reason of any such corporate obligation or liability. No Elected Officer or any other person authorized to act on behalf of the Club shall incur any obligation or indebtedness in name of the Club in excess of the sum of $200.00 without the prior approval of a majority of the Executive Council, except to the following purposes:

1. Printing, mailing, and postage expenses of the Club’s official publication
2. Stationary and postage for ordinary administrative use
3. Rennfest
4. Year‐End Awards
5. Track Driving Events

No obligation shall be incurred in the name of the Club in excess of $1,000.00, other than for the purposes numerated above, without the prior approval of the general membership of the Club, by a majority vote of membership present and voting at the next regular scheduled membership meeting of the Club.

Section 2 – Unauthorized Obligations

No elected officer or any other person authorized to act on behalf of the Club shall incur any obligation or indebtedness in the name of the Club which is not for the general benefit of the entire membership of the Club nor shall the Executive Council approve the incurring of any such obligation or indebtedness.

Section 3 – Personal Liability For Unauthorized Obligation

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. 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.

ARTICLE IX: AMENDMENTS TO ARTICLES OF INCORPORATION AND BYLAWS

Section 1 – Amendments to Articles of Incorporation

The members of the Club may alter or amend the Articles of Incorporation by a majority vote of the membership present and voting at a meeting held for this purpose. The Club’s secretary shall be responsible for all duties concerning Articles of Incorporation Amendments and Procedures as herein previously stated.

Section 2 – Amendments to Bylaws

The members of the Club may alter, amend or suspend these Bylaws by a majority vote of membership present and voting at the next regular meeting or special meeting called for this purpose at the presentation of the suggested amendment to the members of the Club by publishing such amendment in the monthly newsletter of the Club or website to members of the Club.