Historian – By Laws

Version 08302025

Bylaws of the Bluegrass Region, Porsche Club of America

ARTICLE I: NAME

The name of the Club shall be the Bluegrass Region, Porsche Club of America

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 or other events as may be agreeable to the membership.
C. The maintenance of the highest standards of operation and performance of the marque by sharing and exchanging technical and mechanical information.
D. The establishment and maintenance of mutually beneficial relationships with the Porsche Works, Porsche Dealers, and other service sources to the end that the marque 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 car clubs as may be desirable.
G. The preservation of the independence of the Porsche Club of America (PCA) and the Bluegrass Region, free of control or undue influence by any outside individual, organization, company, or other entity, no matter how closely aligned to the Club in interest or purpose. In furtherance of this goal, the Porsche Club of America, Bluegrass Region is and shall remain a totally member -driven and primarily member-financed independent entity allowing neither inappropriate nor undue influence, financial or material, from outside its domain, owing allegiance only to its members.

ARTICLE III: POWERS, CORPORATE SEAL, AND BADGE

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 Kentucky, and in these Bylaws.

Section 3 – Badge

The badge of the Club shall be a rectangular logo containing the title Bluegrass Region Porsche Club of America, below a checkered flag, Red, White, Blue markings with white stars contained in the blue area and a graphic of a horse in full stride to the right. The logo/badge for the Club shall be as shown on exhibit A to these Bylaws. No substantial alteration to the logo/badge may be adopted by the Club unless approved by a 75% majority vote of its Active and Family-Active members.

ARTICLE IV: MEMBERSHIPS, DUES, AND FEES

Section 1 – Membership

Membership in 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, engine/motor 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 a Regional Club, who is 18 years of age or older, having paid Club dues and fees as required.
B. FAMILY-ACTIVE – An individual requested by an Active member as his or her Family- Active member, restricted to persons 18 years of age or older, whether otherwise qualified for active membership by ownership of a Porsche or not.
C. 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 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 (B) above, may continue as a Family-Associate member similarly.
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 Membership

No Active, Family-Active, Associate, Family-Associate, or Affiliate member may hold membership in the Bluegrass Region without at the same time being a member in good standing of a National Club which are each a separate legal entity.

Section 4 – Membership Application

Applications for membership may be made either through the National Office or Bluegrass Region, either of which may reject it.

Section 5 – Dues

National annual dues for the various classes of membership shall be determined from time to time by the National Board of Directors. National dues shall be collected by the National Club, which shall refund to Bluegrass Region such part thereof as shall have been set by the National Board of Directors. National dues shall be due and payable at the end of the month in which the member joined or in which the member last renewed.

Section 6 – Membership Year

The membership year for members in Bluegrass Region shall be set forth by the National organization who will manage renewal notices. Members who do not renew shall be dropped from membership.

Section 7 – Privileges

Members, including Family-Active members, in good standing shall be entitled to all the privileges of the Club, except that Associate 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 any duplication of any Club mailing to the Active or Associate member. Ballots will be mailed (or, if electronic means shall have been approved in accordance with these Bylaws, then by mail, by electronic means, or any combination thereof), to Active members only, with space for the vote of the Family-Active member. Only Active members and Family-Active members, in good standing, shall be eligible to be nominated for elective Club office. The Active and Family-Active member may cast only one vote each in any election or referendum.

Section 8 – Suspension

Any member may be suspended by a two -thirds vote of the Region Board or by the National Club in accordance with its Bylaws for infractions of Regional Club or National rules or regulations or for actions inimical to the general objectives or best interests of Club or PCA. Upon written notice of such suspension, the suspended member shall be afforded a reasonable opportunity to be heard, in person or through a representative, by the PCA National Board of Directors or a committee appointed by the National Executive Council for the purpose, concerning the alleged misconduct. In order to be considered valid, such appeal must be made in writing within 45 days of the written suspension notification. If the suspension was not for a stated length of time and no written appeal is tendered, the member is automatically expelled from PCA at the end of the 45-day appeal window. In the event of an appeal, the National Board of Directors may thereafter continue the suspension for a definite time, lift the suspension, or expel the member, and its decision shall be final. Suspensions of Active and Associate members are also applicable to Family-Active, Family Associate and Affiliate members.

Section 9 – Resignations

Any member may resign by addressing a letter of resignation to the Secretary of the Regional Club or to the Executive Director of the National Office. The recipient shall inform the other of the resignation. The member’s resignation shall become effective upon receipt and all Club privileges shall terminate as of that date. Resignation of an Active Member likewise terminates membership of his/her Family or Affiliate member. An Active member may terminate the membership of an Affiliate member named by written notification to the Executive Director of the National Office.

Section 10 – Transfers

Any member may request for transfer out of the Bluegrass Region to another region within the PCA. This request shall be submitted in writing to the National Office.

Section 11 – Termination

An Active member or Associate member may terminate or change the Family-Active, Affiliate or Family-Associate membership by written notice to the National Office.

ARTICLE V: ELECTED OFFICERS

Section 1 – Elected Officers

The elected officers of the Club shall be a President, Vice President, Secretary, and Treasurer. Their terms of office shall be two years and shall end on December 31. No officer shall serve in the same office more than two consecutive terms. No officer may continue in office if the officer shall move the officer’s residence beyond the borders of the Club.

Section 2 – Eligibility

Only Active members and Family-Active members, in good standing, shall be eligible to be nominated for elective Club office.
The Region will not allow an Active member and and the members Family-Active member to be on the Executive Committee at the same time.

ARTICLE VI: ELECTED OFFICERS/ REGION BOARD

Section 1 – Elected Officers – Executive Committee
The President, the Vice President, the Secretary, Treasurer, and Past President who continue to be an Active/Family-Active member of the Club shall constitute the Executive Committee in which the administration of the Club shall be vested. It shall be responsible for the proper conduct of the administrative affairs of the Club, the proper functioning of the committees, and shall ensure compliance with these Bylaws. All decisions of the Executive Committee shall be by a majority vote unless otherwise provided in these Bylaws.

Section 2 – Region Board

The Executive Committee, four Directors and Standing Committee Chairs shall constitute the Region Board of the Club. It shall be the responsibility of the Region Board to determine all matters of Club policy. The Region Board shall ensure the proper conduct of the governance of the Club and compliance with these Bylaws. All decisions of the Region Board involving major policy considerations shall be arrived at by mail, telephonic or electronic canvass of the entire Regional Board, to the fullest extent permitted by law. All decisions shall be by majority vote of the Board members voting, to the fullest extent permitted by law. All decisions of the Region Board at any called meeting of the Board shall be by a majority of the votes cast by those members present, one vote person regardless of number of positions held. At any meeting of the Region Board, representation of two thirds of the Region Board members shall constitute a quorum.

ARTICLE VII: DUTIES OF OFFICERS

Section 1 – Duties of President

The President shall preside at all meetings of the Executive Committee and the Region Board and shall perform the duties usually pertaining to the President’s office. The President shall call at least ten meetings of the Region Board per calendar year. The President may call meetings of the Executive Committee as the President may see fit and shall call such a meeting at the request of any three members of the Executive Committee.

A President’s letter in each edition of the publication would fulfill the report of ongoing status of the club.

The President is a voting member of the National Board of Directors and participates in all National Board of Directors meetings.

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 the Vice President by the President. In the absence of the President, the Vice President shall preside, and act as President. In case of the President’s death, resignation or disqualification, the Vice President shall become President.

Section 3 – Duties of Secretary

The Secretary shall attend all meetings of the Executive Committee and the Region Board and shall keep full and complete minutes of the proceedings and of all votes cast thereat. The Secretary shall cause to be published in the Club’s official publication notices of proposed and adopted amendments of these Bylaws and other matters relating to the proper conduct of the Club. The Secretary shall have custody of or cause to be always kept the Club’s National Charter and all non-financial records. The Secretary shall perform all duties pertaining to the Secretary’s office required by law.

Section 4 – Duties of Treasurer

The Treasurer shall have responsibility for all monies, debts, obligations, and assets belonging to the Club. The Treasurer shall cause all monies of the Club to be deposited to the Club accounts in a bank or banks insured by the Federal Deposit Insurance Corporation. The Treasurer shall have direct control over, and supervision of, all Club assets and of all payments of Club debts
and obligations. The Treasurer shall ensure strict compliance with these Bylaws in all matters pertaining to the financial affairs of the Club. The Treasurer shall cause to be published in the Club’s official publication a full and correct report semiannually on the financial status of the Club. The Treasurer shall also give a full and correct report on the financial status of the Club at
any meeting of the Region Board. 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 or by such other person(s) as designated by the Executive Committee, and who is (are) overseen by the Treasurer. The Treasurer shall submit the Regions books of account to be audited annually by a committee appointed by the President with advice and consent of the Executive Committee. The books can be audited by a CPA if the Region Board requests. This will be done at the close of the fiscal year. The Treasurer shall have custody or cause to be kept the financial records of the Club.

Section 5 – Duties of the Past President

The Past President shall have the responsibility to serve as a member of both the Executive Committee and the Region Board to provide continuity. Duties shall be assigned by the Executive Committee and Region Board as needed for the improvement and advancement of the Club’s objectives.

Section 6 – Vacancies / Interim appointments

In the event of the death, resignation, disability or disqualification of the Vice President, Secretary, or Treasurer, the Executive Committee shall make an interim appointment to the office so vacated for the balance of the unexpired term.

In the event of the death, resignation, disability or disqualification of a candidate for the office of President, Vice President, Secretary, or Treasurer, running unopposed, or elected but not yet seated, the Executive Committee shall make an interim appointment to that office for not more than one year, during which time a special election will be held to fill the office for the remainder of the term.

Executive Committee may declare vacant the seat of any Region Board member who is absent from three (3) consecutive meetings of the Executive Committee or Region Board without reasonable cause or report submission.

Section 7 – Financial Accounts

The Executive Committee will specify a minimum of one additional Elected Officer’s name other than the Treasurer as signature authority on the Club’s accounts.

ARTICLE VIII: DIRECTORS, STANDING COMMITTEES and SPECIAL
COMMITTEES

Section 1- Directors are appointed by a majority vote of the Executive Committee and may, in like manner, be dismissed by the majority vote of the same. Four (4) Directors are appointed by a majority vote of the Executive Committee for a two-year term.

Section 2 – Appointment of Standing Committee Chairs

Standing Committee Chairs are appointed by a majority vote of the Executive Committee and may, in like manner, be dismissed by the majority vote of the same, except that a unanimous vote of the Executive Committee shall be required for the appointment of the chair and members of the Nominating Committee and for their dismissal or replacement.

Any voting member of the Club may serve as a member or Chair of a Standing Committee.

Standing Committees

There shall be four (4) standing committees of the Club, as follows:

1. Membership
1. Drive
1. Activities
1. Newsletter

Section 3 – Standing Committee Members

Standing Committee members must be a member in good standing of the Club and may vary in number as required to accomplish the work of each committee. Committee members may be appointed by Standing Committee Chairs. Committee members may be dismissed or replaced by a majority consent of the Executive Committee.

Section 4 – Duties and Responsibilities

Committee Chairs are accountable to the Executive Committee and shall submit an annual written budget of all anticipated expenses and income in connection with their function.

Section 5 – Special Committees

The Executive Committee may create such other ad hoc committees from time to time as required to execute the Club’s special activities, events, or objectives.

Section 6 – Term

Standing Committee Chair and member terms are from January 1 to December 31 of each year. They will automatically renew each year or unless terminated by a majority vote of the Executive Committee.

ARTICLE IX: ELECTION OF OFFICERS

Section 1 – Nominating Committee

The Executive Committee, by unanimous vote, shall appoint a Nominating Committee Chair and the other Committee members. The Nominating Chair must be a voting member of the Club. No member of the Nominating Committee may be elected to an office in the same year in which he or she serves on the Nominating Committee. The Nominating Committee is responsible for nominating a slate of officers to serve in the following term. Not later than the week of October15 of each election year, the Nominating Committee shall recommend to the Executive Committee at least one, preferably two, or more candidates for each elected Officer position.

Section 2 – Nominations by the Members

Active and Family-Active members in good standing may nominate candidates for each office. Such nominations must be submitted to the Nominating Committee not later than September 15 of each year. No member may be nominated or placed on the ballot without their consent.

Section 3 – Notice of Elections

In the official publication for the Club by November 15 th of any election year, the Secretary shall cause to be published a notice of election and the names of all nominees for office.

Section 4 – Ballots

During the first fifteen days of November of any election year, the Secretary shall cause to be mailed (or, if electronic means shall have been approved in accordance with these Bylaws, then by mail, by lectronic means or any combination thereof), to all current Active members a notice of election and a ballot. Active and Family-Active members are ntitled to one (1) vote each on any and each issue arising.

The ballot shall contain:

Names of the nominees
Instructions to vote for no more than one candidate for each Officer position.
Space for voting for the ACTIVE member’s vote and the FAMILY ACTIVE member’s vote.
Space provided for write-in votes.
Space provided for the signature of each voting member, their individual membership number, and their email address (if appropriate).
A statement noting the calendar date deadline for the receipt of ballots.
The notice of election shall set a return date for the ballot which shall be at least 30 days before the end of the year.

All ballots must be received by the Secretary or, in the event Secretary is on ballot, by a member designated by the Executive Committee no later than December 1. Ballots may be mailed or sent electronically.

Section 5 – Tellers

On or after December 1, the Secretary and a member in good standing who is not running for office in the election, shall count and tally all ballots received by the deadline. If the active Secretary is on the ballot, the Past President shall substitute, or another member in good standing with no direct interest in the outcome. Ballots received after the deadline shall not be counted unless there is a tie for any of the positions. If a tie remains after all the late ballots are tallied, the Secretary (or Past President) shall flip a coin in the presence of the candidates or members present to determine a winner. Written protests shall be directed to the Executive Committee within 15 days of the results being announced. The Executive Committee has 15 days to hear the objection and determine a resolution. The Executive Committee decision will be final.

Section 6 – Notice of Election Results

The Secretary shall cause to be published within 30 days the results of the election in the Club’s official publication and/or on the Club’s website.

Section 7 – Duties of Newly Elected Officials

Upon tabulation of the votes, the Secretary shall immediately notify all those on the ballot of the election results. The President-Elect shall, as soon as feasible, call a meeting of the newly constituted Executive Committee for the purpose of ppoaintment of committee members whose terms are to start at the first of the next year, as well as other appointments which may be required. At the discretion of the President-Elect, the meeting described above may be in person, by telephone or electronic means.

ARTICLE X: FISCAL YEAR

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

ARTICLE XI: OBLIGATIONS AND INDEBTEDNESS

Section 1 – Authority to Incur Obligations or Indebtedness

Only persons authorized by the Executive Committee 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 Bylaws shall be incurred as corporate obligations. No personal liability whatsoever shall attach to or be incurred by any member or officer of the Club by reason of any such corporate obligation or liability.

Only the Regional Board shall be authorized to act on behalf of the Club shall incur any obligations or indebtedness in the name of the Club without prior approval of a majority of the Executive Committee, for standing operating expenses (such as that are within the region’s approved budget).

Section 2 – Unauthorized Obligations

No elected Officer or any other person authorized to act in 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 Committee or the Region Board 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 in 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 obligations or indebtedness which the Club may be required to pay.

Section 4 – Conflict of Interest

No Board Member shall engage in any transaction that could create a conflict of interest with the Club. Board Members shall disclose to the Executive Committee any potential conflicts between their personal interests and the Club’s. No Board Member shall vote on any matter in which they have a material financial interest or conflict of interest.

Section 5- Financial Oversight

All Committee Chairs, Special Appointees and individual members of the Executive Committee shall prepare and submit annual budgets to the Treasurer for collective review and approval by the Executive Committee.

The Treasurer shall submit, and the Executive Committee shall internally review and audit quarterly reports on the Club’s finances.

The Treasurer shall give a full and correct report on the financial status of the Club at any meeting of the Board of Directors.

The Treasurer shall cause to be published in the Club’s official publication a full and correct report semi-annually on the financial status of the Club.

The Treasurer shall submit the Club’s financial records for an annual review at the close of the fiscal year, for audit as directed by the Executive Committee.

ARTICLE XII: – MEETINGS

Section 1 –Executive Committee Meetings

Meetings of the Executive Committee may be called as needed, by the President or by a majority of the Executive Committee members. Each Executive Committee member shall be notified of such a meeting at least five (5) days prior to the time set for the meeting. A simple majority of the Executive Committee is required to pass a voting issue, with a
majority of Executive Committee attendance which may be electronic or in person.

Section 2 – Region Board Meetings

Meetings of the Region Board may be called at any time, but at least 10,by the President or by a majority of the Region Board. Each Board Member shall be notified of such meeting at least seven (7) days prior to the time set for the meeting. A simple majority of the Region Board is required to pass an issue being voted on, with a majority of Members in attendance.

Section 3 – Club General Membership Meetings

Meetings of the members shall be at such time and place as designated by the Elected Officers. There shall be at least one (1) General Membership meeting per year. Due notice of any Club Member Meetings shall be given by publishing in the official publication, on the club’s website or via other electronic notice that reaches the entire membership.

Special meetings of the members may be called by the President, by a majority of the Executive Committee, or by a petition signed by five (5) percent of the members. Due notice shall be given stating the date, time, place, and purpose of any such meeting at least ten (10) days before such meeting.

A quorum at any special meeting of the members shall consist of ten (10) percent of the voting members in good standing, or ten (10) voting members in good standing, whichever is larger.

Voting – At all meetings of the members, each Active or Family-Active- member in good standing shall be entitled to one vote on any matter which may be properly brought before the membership. Such vote may be via voice or by written ballot.
Conduct of Meetings – The President, or in his/her absence the Vice President, shall preside at all meetings and will manage the agenda, discussion, and voting.

Guests – Guests shall be permitted at all meetings unless a closed meeting is declared by a majority vote.

ARTICLE XIII – OFFICIAL PUBLICATION

The Club shall publish an official publication to announce upcoming events, official notifications, stories about activities, etc. Via webpage, social or email.

ARTICLE XIV: AMENDMENT OF BYLAWS

Section 1 – Review

Bylaws will be reviewed at least every 5 years by the Region Board and upon appointment by each Regional Board member.

Section 2 – Amendment of Bylaws

Proposed amendments to these Bylaws may be considered upon recommendation by a majority of the Region Board by written petition signed by at least ten (10) Active or Family-Active members in good standing. The Secretary shall prepare the suggested amendment(s) in such a manner as appropriate for incorporation in these Bylaws.

Section 3 – Approval of Proposed Amendments

The proposed amendment(s) shall be printed in the official publication of the Club or on the Club’s website within sixty (60) days thereafter, together with an explanation of the proposed amendment(s) and the voting process.

Section 4 – Ballots

Voting upon amendment(s) to the Bylaws shall be by ballot. Ballots will include space for providing the signature of each Active and Family-Active voting member, their membership number, and their email address (if appropriate). Ballots cast in accordance with procedures adopted under this Article XIV shall be valid, and all other ballots shall be invalid.

Amendment(s) to these Bylaws shall be approved by a majority of the votes cast by the voting membership. A 10-percent quorum of the voting membership in ballots must be received if the amendment is to be passed. Members, if they so choose, may vote by mail or electronically, subject to submission deadlines and directions communicated in the official publication of the Club or on the Club’s website at the time of publication of the proposed amendment(s).

Section 5 – Tellers

The Secretary and two voting members appointed by the President shall open, count, and tally all ballots, and certify the results.

Section 6 – Notice of Vote or Referendum Results

The results shall be read into the minutes of the meeting and published in the next issue of the official publication of the Club or published on the Club’s website within seven (7) days.

Exhibit- A

Version 05042020

CONSTITUTION AND BYLAWS FOR

THE BLUEGRASS REGION,

PORSCHE CLUB OF AMERICA

Effective: Approved by the membership 19APR09

Reviewed by Board with no changes 04May15

CONSTITUTION

ARTICLE I. Name and Headquarters

The name of this club shall be the “Bluegrass Region, Porsche Club of America, Inc.” Its principal office shall be at the residence of its duly elected President.

In this constitution and bylaws “club” will refer to the Bluegrass Region. A reference to the national organization will read “Porsche Club of America, Inc.”

ARTICLE II. Objectives

The members of this club are joined together and are mutually pledged to the furtherance and promotion of the following:

The highest standards of courtesy and safety on the roads.
The enjoyment and sharing of good will and fellowship engendered by owning a Porsche and engaging in such social and other events as may be agreeable to the membership.
The maintenance of the highest standards of operation and performance of the marque by sharing and exchanging technical and mechanical information.
The establishment and maintenance of mutually beneficial relationships with the Porsche works, Porsche dealers, and other service sources to the end that the marque shall prosper and continue to enjoy its unique leadership and position in sports car history.
The interchange of ideas and suggestions with other Porsche clubs throughout the world and in such cooperation as may be mutually desirable.
The establishment of such mutually cooperative relationships as may be desirable with other sports car clubs.

ARTICLE III. Policy

This club shall be politically non-partisan.
This club is empowered to do all things and conduct all business, not for profit, necessary to carry out the general purposes set forth in the Certificate of Incorporation and in this Constitution.

All obligations incurred by this club are incurred solely as corporate obligations. No personal liability whatsoever shall be attached to or incurred by any member or officer of this club by reason of any corporate obligation or liability.

ARTICLE IV. Membership

Any Porsche owner or co-owner is eligible for membership as prescribed in the Bylaws.
In accordance with the Bylaws, membership of any member may be revoked for conduct inconsistent with the objectives or policies of the club, or prejudicial to the good order and repute of the club.
All members must be active members in good standing in the Porsche Club of America, Inc.

ARTICLE V. Board of Directors

The leadership of the club shall be by the Board of Directors.
All meetings for the conduct of. Club business shall be conducted with usual parliamentary procedures as specified in Roberts Rules of Order.

ARTICLE VI. Amendments

This Constitution may be amended as prescribed in the Bylaws.

BYLAWS

Article I. Membership

Active Members. Any person 18 years of age or older who owns, co-owns or leases a Porsche may become a member of the club provided he is also a member in good standing of the Porsche Club of America, Inc. Membership may include (if requested by the Active Member) 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, daughter, son, mother, or father, whether otherwise qualified for Active Membership by ownership of a Porsche or not.
Honorary Members. Any person who merits recognition for outstanding

interest in or service to the club may be elected to Honorary Membership by a two-thirds vote of the Board of Directors. Such membership shall be limited to .one year but may be renewed at the option of the Board of Directors.

Lifetime Membership. Any person who is deemed to have performed extraordinary service to the club may be honored as a Lifetime Member by a two-thirds vote of the Board of Lifetime Memberships shall provide for a waiver of regional dues and shall accord such members the full benefits and privileges available to Active Members as long as the designated Lifetime Members shall maintain membership in good standing with the Porsche Club of America, Inc.
Affiliate Membership. Any person, 18 years of age or older, named by the Active Member at time of joining or at renewal of membership, in lieu of a Family-Active Member.

Associate Membership. An Active Member who ceases to own., co-own or lease a Porsche while in good standing, or any person employed by a Porsche-oriented business, interested in the club and its objectives and having paid club dues and fees as required.

Termination of Membership. A member will no longer be considered an active member when his or her membership dues become past due.
Discipline or Expulsion. The Board of Directors may, by majority vote, discipline or expel any member for cause. An expelled member shall have the right to appeal to the membership of the club at any regular meeting. The decision of a majority of the members assembled at this meeting will be final. If a member has been expelled from the club, he or she may reapply to the Board after 12 months. Any unearned fees or dues paid shall be forfeited to the club.
Members, including family members, in good standing shall be entitled to all the privileges of the club, except that honorary members, associate members, and affiliate members may not vote or hold elective office., Furthermore family-active members, affiliate members, and family-associate members shall not be entitled to receive an additional hardcopy of the Bluegrass Regional Newsletter or 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. A member may cast only one vote in any election or referendum.

ARTICLE II Meetings of the Members

General Membership Meetings.

The club will hold an annual meeting of the membership each January to conduct the business of operating the corporation. Publication in the club newsletter of the time and place of the Annual Meeting at least 10 days prior to such meeting shall be deemed sufficient notice to the
A general membership meeting may be closed to guests if specified by the board of directors.

Special Meetings. Special meetings of the members may be called by the President, the Board of Directors, or not less than 25% of the voting-eligible members. The secretary shall, at least ten days prior to such meetings, give notice to the members of the time and place of the meeting and the purpose for which it was called. Special meetings of the membership are open to members and guests, unless the board of directors specifies that a meeting is closed to guests.
Notice of Meetings. Written notice stating the place, day, and time of any meeting of members shall be delivered personally, electronically, by newsletter, or by mail to each member entitled to vote at such a meeting, not less than ten and not more than 30 days before the date of the meeting.
Manner of Action. A majority of votes entitled to be cast on a matter to be voted upon by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by law or these bylaws.
Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or his duly authorized attorney-in-fact. No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy.
Quorum. A quorum is established if 10% of the voting eligible members are present or have voted by proxy.

ARTICLE III. Officers and Committees.

Board of Directors.

The Board of Directors shall consist of nine members: the four officers (President, Vice President, Secretary, Treasurer), the immediate Past President, and four Directors. A board member’s duty includes voting and decision making in the operation of the club and serving on and chairing committees as needed. The board may appoint members to chairmanships as needed but these will not be voting positions. Directors are permitted to serve as committee chairmen.

organization as provided by the bylaws. Action by the majority of the members present at such meeting shall govern.

Reports of Officers. All board members shall make periodic reports to the board of directors.
Installation of Board of Directors. The installation of the new Board of Directors shall take place at the first meeting of the board in the following year. Any unfilled appointed positions will also be filled at this meeting if possible.
Transfer of Records. All officers, directors, and committee members shall have 30 days from the end of their term or assignment to transfer all records and reports to their successors.
Removal of an Officer. Any elected officer or director may be removed from office for conduct detrimental to the region. An 80% majority of the remaining board members shall be required. This vote may be taken by phone or email and all board members must be allowed to vote, whether present or not.

ARTICLE IV. Accounts.

Fiscal Year. The fiscal year of the club shall begin on the first day of January each year and shall terminate on the following 31st day of December.
Financial Books. The books of record shall be properly maintained to reflect financial receipts, disbursements, balances and assets of the club.
Financial Audit. The books of the club shall be audited annually by a committee appointed by the President with the advice and consent of the Board of Directors. The books can be audited by a CPA if the Board of Directors so requests.
Expenditures. In general, expenditures will be made with prior knowledge of the Treasurer and approval of a majority of the Board of Directors. Any board member or committee chairman shall be permitted to make expenditures for the benefit of the club of up to $50 per month without prior permission of the board.

ARTICLE V. Elections.

Nominating Committee. The President, the Past President, and one or more other Active Members appointed by the Board of Directors each year shall constitute the nominating committee responsible for nominating a slate of officers and directors to serve the following year.
The nominating committee shall be appointed no later than September 1^st of each year.
The nominating committee shall present their slate of nominations at the November monthly meeting of the membership.
B. Additional Nominations. Additional nominations may be made by the membership at the November meeting.
Ballot. An election ballot shall be mailed to each Active Member not later than 20 days prior to the January board meeting.
Balloting.
1. Ballots shall be returned by mail to an election chairman appointed by the Board of Directors who, along with two other Active Members appointed by the Board of Directors, shall function as a ballot committee to certify the validity of the ballots and report the election results to the

membership at the annual meeting. Ballots must be in the hands of the Election Chairman at least ten days prior to the January board meeting.

Mailed votes shall indicate the member’s choice of candidates and the offices for which they stand. The ballot shall provide a space for the vote of the Family-Active Member. Any member shall be entitled to write in the name of any member in good standing as their choice for any office. The member who receives the greatest number of votes cast for the office for which the member is a candidate shall be declared elected,
Results of the election shall be announced at the January annual meeting of the club. The results of the election shall also be published in the first newsletter of the New Year.
In addition, the board of directors may investigate procedures for electronic elections and voting, giving due consideration to methods of voting which are reasonably secure, non-duplicative, and convenient, and which provide the essence of the ability to write in additional candidates and to have the votes sent to and recorded by the same group or committee named by the Secretary. If the board of directors is satisfied that it has arrived at procedures that are efficacious and suitable for balloting, it may adopt electronic voting procedures that may supplement mailed balloting procedures, and that may supersede mailed voting procedures for members preferring to vote by email or other electronic means.

ARTICLE VI. Amendments.

Amending Constitution and Bylaws. Any voting-eligible member may propose amendments to the Constitution and/or Bylaws. Notice of proposed amendments must be presented in writing to the membership at least twenty days prior to a meeting for the purpose of voting on such amendments; this meeting need not be a special bylaw meeting but can be a monthly membership or social meeting designated for the bylaws vote. The Constitution and/or Bylaws may be amended by a majority of those voting eligible members in attendance.