Sequoia Region Porsche Club of America

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By Laws

BylawsVersion: 5/17/2024 Board Approval Date: 6/5/2024 National Sign Off Date: 5/19/2024 Membership Approval Date:

Table of Contents  

Article I – Name 

Article II – General Objectives  

Article III – Powers, Corporate Seal, and Badge
Section 1. Powers
Section 2. Corporate Seal
Section 3. Badge 

Article IV – Membership, Dues and Fees
Section 1. Membership Qualifications
Section 2. Classes of Membership
Section 3. National and Regional Club Membership
Section 4. Membership Application
Section 5. Dues
Section 6. Membership Year
Section 7. Privileges
Section 8. Suspension and Hearing Procedures
Section 9. Resignations
Section 10. Transfers
Section 11.  Termination 

Article V – Elected Officers
Section 1. Elected Officers
Section 2. Eligibility 

Article VI –Board of Directors
Section 1. Board of Directors 

Article VII – Duties of Officers
Section 1. Duties of President
Section 2. Duties of Vice President
Section 3. Duties of Secretary
Section 4. Duties of Treasurer
Section 5. Duties of Past President
Section 6. Duties of Directors at Large
Section 7. Vacancies / Interim appointments
Section 8. Financial Accounts 

Article VIII – Standing Committees and Special Committees
Section 1. Appointment of Standing Committee Chairs
Section 2. Numbers
Section 3. Standing Committee Members
Section 4. Duties and Responsibilities
Section 5. Special Committees
Section 6. Term 

Article IX – Election of Officers
Section 1. Nominating Committee
Section 2. Nominations by the Members
Section 3. Notice of Elections
Section 4. Ballots
Section 5. Tellers
Section 6. Notice of Election Results
Section 7. Duties of Newly Elected Officials 

Article X – Fiscal Year 

Article XI – Obligations and Indebtedness
Section 1. Authority to Incur Obligations or Indebtedness
Section 2. Unauthorized Obligations
Section 3. Personal Liability for Unauthorized Obligation
Section 4. Conflict of Interest
Section 5. Financial Oversight 

ARTICLE XII – MEETINGS
Section 1. Board of Directors Meetings
Section 2. Club General Membership Meetings 

ARTICLE XIII – OFFICIAL PUBLICATION 

ARTICLE XIV – AMENDMENT OF BYLAWS
Section 1. Review
Section 2. Amendment of Bylaws
Section 3. Approval of Proposed Amendments
Section 4. Ballots
Section 5. Tellers
Section 6. Notice of Vote or Referendum Results 

Exhibit A: Region Logo 

 

 

 

 

 

 

 

ARTICLE I: NAME 

The name of the Club shall be the Sequoia Region of the 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: 

  1. The highest standards of courtesy and safety on the roads.
  2. 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.
  3. The maintenance of the highest standards of operation and performance of the marque by sharing and exchanging technical and mechanical information.
  4. 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.
  5. The interchange of ideas and suggestions with other Porsche Clubs throughout the world and in such cooperation as may be desirable.
  6. The establishment of such mutually cooperative relationships with other car clubs as may be desirable.
  7. The preservation of the independence of the Porsche Club of America (PCA) and the Sequoia 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 Sequoia 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 California and in these Bylaws. 

Section 2 – Corporate Seal 

The corporate seal of the Club will include a giant sequoia tree over a facsimile of the Porsche crest, being inscribed with the name of the Club and the year of its incorporation. 

Section 3 – Badge 

The badge of the Club shall be a circle with a Giant Sequoia tree over a facsimile of the Porsche crest with the name of the region, the date of incorporation (1958), and ‘Porsche Club of America’. 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 and suspension which is, basically, as manufactured by or designated as a Porsche automobile by Porsche, Porsche AG or its successor, which is powered by an engine or 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 

  1. ACTIVE – Any owner, lessee or co-owner of a Porsche who is 18 years of age or older, having paid Club dues and fees as required. Ownership and co-ownership shall be determined solely by reference to a vehicle’s registration statement. A lessee shall be determined solely by reference to the lease agreement. In the event that an owner or co-owner of a vehicle is a corporation, partnership, limited liability company, or trust, such entity shall designate the individual who shall be the Active Member with respect to that vehicle.
  2. 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. For purposes of this article, a “family” shall consist of a person’s, spouse, siblings, sons, daughters, mother and father.
  3. 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.
  4. 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 Sequoia Region without at the same time being a member in good standing of a National Club which are each a separate legal entity. The membership area of the Sequoia Region is determined by the National PCA, but is primarily made up of Fresno, Kings, Madera and Tulare Counties in the State of California, but persons residing in other locations may also be admitted.  

Section 4 – Membership Application 

Applications for membership may be made either through the National Office or the Sequoia 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 the Sequoia 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 the Sequoia 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, Affiliate, and Honorary members shall be entitled neither to vote nor hold elective office. Family-active members, affiliate members, and family-associate members shall not be entitled to receive any duplication of any Club mailing to the active 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 of Directors 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 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 Sequoia 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 

Except as otherwise provided by the Articles of Incorporation or these Bylaws, the powers of the Corporation shall be exercised, its property controlled, and its affairs conducted by or under the direction of the Board of Directors.  

The Executive Council of the Club shall be made up of a President, Vice President, Secretary, Treasurer, and Past President (for continuity).  Their terms of office shall be one year and shall end on December 31st.  No officer shall serve in the same office more than three 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. 

ARTICLE VI: BOARD OF DIRECTORS 

Section 1 – Board of Directors 

The Executive Council and three (3) Directors-at-Large as voted by the membership plus the immediate Past President shall constitute the Board of Directors of the Club.   up to four (4) Directors-at-Large as voted by the membership 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 proper conduct of the governance of the Club and compliance with these Bylaws.  All decisions of the Board of Directors involving major policy considerations shall be arrived at in person, by mail, or by telephonic or electronic canvass of the entire 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 Board of Directors at any called meeting of the Board shall be by a majority of the votes cast by those members present, to the fullest extent permitted by law.  At any meeting of the Board of Directors, representation of two thirds of those 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 Council and the Board of Directors and shall perform the duties usually pertaining to the President’s office.  The President shall call at least ten (10) meetings of the Board of Directors per calendar year.  The President may call meetings of Board of Directors as the President may see fit and shall call such a meeting at the request of any 3 members of Board of Directors.  The President shall cause to be published in the Club’s official publication at least annually a report on the status of the Club, its plans and programs, policy decisions reached by the Board of Directors and other pertinent matters dealing with the affairs of the Club or publish a President’s Letter in each issue of the newsletter for that year. 

The President shall also:  

  1. With Board consent, appoint all committees not otherwise provided for  
  1. Direct and administer the bylaws and policies of the club  
  1. Based on committee submissions, finalize a suitable calendar of events for the club membership  
  1. With Board input and approval, have the authority to deem any event, or part of an event, unsuitable for reasons of safety or reasons of traffic conditions  
  1. Supervise committees to effect the events scheduled on the calendar as received from committee chairperson commensurate with their duties and responsibilities.  
  1. Shall act as liaison with Zone 7 and Porsche Club of America.  

 

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

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 Executive Council and the Board of Directors 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 kept, the Club’s National Charter and all non-financial records at all times.  The Secretary shall perform all duties appertaining 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 (or their designee) will submit or cause to be submitted all required state and federal filings. 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 Board of Directors.  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 Board of Directors and who is (are) overseen by the Treasurer.  The Treasurer shall submit the Treasurer’s books of account and records to a certified public accountant, at Club expense, at the close of the fiscal year as directed by the Board of Directors.  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 the Board of Directors to provide continuity.  Duties shall be assigned by the Executive Council and Board of Directors as needed for the improvement and advancement of the Club’s objectives. 

Section 6 – Duties of Directors at Large 

The elected Directors at Large shall attend all meetings of the Board of Directors while providing input from the club membership, discussion ideas on topics before the Board, and vote on all matters before the Board. They may also serve as a Committee Chair. 

Section 7 – Vacancies / Interim appointments 

In the event of the death, resignation, disability or disqualification of the Vice President, Secretary, or Treasurer or Director at Large, the remaining members of the Board 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 Vice President, Secretary, or Treasurer, or Director at Large  running unopposed, or elected but not yet seated, the Board of Directors 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. 

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

 

Section 8 – Financial Accounts 

The Board of Directors 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: STANDING COMMITTEES and SPECIAL COMMITTEES  

Section 1 – Appointment of Standing Committee Chairs 

Standing Committee Chairs are appointed by a majority vote of the Board of Directors and may, in like manner, be dismissed by the majority vote of same, except that a unanimous vote of the Board of Directors 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. 

Section 2 – Number 

There shall be twelve (12) standing committees of the Club, as follows: 

  1. Nomination 
  1. Safety 
  1. Membership 
  1. Website 
  1. Official Publication 
  1. Social 
  1. Tours/Rally 
  1. Autocross/Driver Education 
  1. Technical 
  1. Historian 
  1. Dealer Liaison 
  1. Insurance 

 

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 Board of Directors. The President shall serve as ex-officio on all committees. 

Section 4 – Duties and Responsibilities 

Except to the extent otherwise provided by the Board, such committees shall be advisory in nature and shall have no authority to take action or issue decisions on behalf of the Board. The Board of Directors, or if the Board does not act, the committees, may establish rules and regulations for their committee meetings and shall meet at such times as are deemed necessary. Committees shall keep regular minutes of proceedings and report the same to the Board from time to time as the Board may require.  

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

Section 5 – Special Committees 

The Board of Directors 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 unless terminated by a majority vote of Board of Directors. 

ARTICLE IX: ELECTION OF OFFICERS 

Section 1 – Nominating Committee 

The Board of Directors 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 and not be running for a Board position in the upcoming election. 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 end of the third quarter of each year, the Nominating Committee shall recommend to the Board of Directors at least one, preferably two, or more candidates for each elected Officer or Board 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 no later than September 15th of each year. 

No member may be nominated or placed on the ballot without their consent or in more than one Board of Director position. By September 30th of each year, the Committee shall notify each candidate for office of his or her nomination. 

 

Section 3 – Notice of Elections 

In the official publication for the Club for October 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 

By the 15th of November of any election year, the Secretary shall cause to be mailed (or by electronic means or any combination thereof), to all current active members a notice of election and a ballot. 

 

Active and family-active members are entitled 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 Board 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). 
  • And state that the ballots must be returned by November 30th of that year. 

 

The notice of election shall set a return date for the ballot of November 30th of the current year. 

All ballots must be received by the Webmaster or Secretary (or if both of these positions are on the ballot, then a designee by the nominating committee) no later than November 30th. Ballots may be mailed or sent electronically. 

Section 5 – Tellers 

The Committee shall meet by December 2nd each year and at that time shall open and count ballots. 

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. In the event that there is a tie in the votes among candidates for a particular office, the Committee shall conduct a runoff election among those candidates following election procedures similar to those described above. The winning candidate shall have been elected to that office effective the next January 1st. 

Written protests shall be directed to Board of Directors within 15 days of the results being announced.  The Board of Directors has 15 days to hear the objection and determine a resolution.  The Board of Directors decision will be final. 

 

Section 6 – Notice of Election Results 

The Chairperson shall notify the President of the results of the election no later than December 8th. By December 15th, the President shall inform all nominees of the results of the election. The Secretary shall cause to be published by December 31st 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 

The President-Elect shall, as soon as feasible, call a meeting of the newly constituted Board of Directors for the purpose of appointment 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 or through 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 Board of Directors 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. 

 

No elected officer or any other person authorized to act on behalf of the Club shall incur any obligations or indebtedness in the name of the Club in excess of the sum of $300 without prior approval of a majority of the Board of Directors 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 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 or the Board of Directors 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 obligations or indebtedness which the Club may be required to pay. 

Section 4 – Conflict of Interest 

No Board Member or Committee Chair shall engage in any transaction that could create a conflict of interest with the Club. Board Members and Committee Chairs shall disclose to the Board of Directors any potential conflicts between their personal interests and the Club’s.  No Board Member or Committee Chair 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 Board of Directors shall prepare and submit annual budgets to the Treasurer for collective review and approval by the Board of Directors. 

The Treasurer shall submit and the Board of Directors 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 Board of Directors 

ARTICLE XII: – MEETINGS  

 

Section 1 – Board of Directors Meetings 

Meetings of the Board of Directors may be called at any time, but at least ten (10) times annually, by the President or by a majority of Board of Directors members. Board of Directors 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 Board of Directors is required to pass a voting issue, with a quorum of Officers in attendance (a quorum will be 6 members of the Board of Directors). Meeting attendance may be in person or by electronic means. 

Section 2 – Club General Membership Meetings 

Meetings of the members shall be at such time and place as designated by Board of Directors with a minimum of one meeting each calendar 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 Board of Directors, 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. The name of the Club’s newsletter shall be The Zeitung which means ‘Newspaper’ in German. 

 

ARTICLE XIV: AMENDMENT OF BYLAWS 

Section 1 – Review 

Bylaws will be reviewed annually by the Board of Directors in January. 

Section 2 – Amendment of Bylaws 

Proposed amendments to these Bylaws may be considered upon either recommendation by a majority of the Board of Directors or 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 Article IX 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 or Webmaster 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.