AMR Bylaws

Bylaws of the Porsche Club of America, Alpine Mountain Region

Approved: 9.04.2019

ARTICLE I: NAME
The name of the Club shall be the Porsche Club of America (PCA), Alpine Mountain Region (AMR).

ARTICLE II: GENERAL OBJECTIVES
The general objectives of AMR, 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 automotive history.
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 PCA and AMR, free of control or undue influence by any outside individual, organization, company, or other entity, no matter how closely aligned to AMR in interest or purpose. In furtherance of this goal, the PCA, AMR 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 AND BADGE
Section 1 – Powers
AMR shall be empowered to do all things and conduct all business in compliance with, not-for-profit status, necessary to carry out the general objectives of AMR as set forth in the Certificate of Incorporation, issued under the statutes of the Colorado Alpine Mountain Region, and in these Bylaws.
Section 2 – Badge
The badge of AMR shall be the PCA logo flanked by three cascading chevrons representing Pikes Peak and nearby mountains on blue background disc; the North Star with eight surrounding stars are above top chevron with the club title beneath the bottom chevron. The logo/badge for AMR shall be as shown on exhibit A to these Bylaws. No substantial alteration to the logo/badge may be adopted by AMR unless approved by a 51% majority vote of those Active and Family-Active members who voted.

ARTICLE IV: MEMBERSHIPS, DUES, AND FEES
Section 1 – Membership
Membership in AMR 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 AMR and its objectives as provided in Section 2 (B), (C), and (D) of this Article and accepted membership by PCA. 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 which is, basically, one which was installed in such bodies by the manufacturer of such automobiles, although not necessarily in the body concerned. The word “co-owner”, in addition to its usual meaning, shall include a person who holds a substantial ownership interest in a franchised Porsche dealership or distributorship.
Section 2 – Classes of Membership
A. ACTIVE – Any owner, lessee or co-owner of a Porsche, who is 18 years of age or older, having paid PCA 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 PCA and its objectives having paid PCA 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 Associate member similarly.
D. HONORARY – Any person who, on the affirmative vote of the PCA Executive Council, is deemed to merit recognition for outstanding interest in or service to PCA. Such membership shall be limited to one year, but may, upon the affirmative vote of the PCA Executive Council be renewed.
E. LIFE – Any person who, on the affirmative vote of the AMR Board of Directors, is deemed to have performed such extraordinary service to the AMR as to warrant this singular honor. Each AMR President, upon termination of the President’s elected term, shall automatically be a life member of AMR without such vote, so long as they remain an Active member of the PCA. A life member shall be considered an Active member, and may name a family member under (B) above.
F. 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, or Affiliate member may hold membership in the AMR without at the same time being a member in good standing of PCA which is each a separate legal entity.
Section 4 – Membership Application
Applications for membership are made through PCA, which may reject it.
Section 5 – Dues
PCA annual dues for the various classes of membership shall be determined from time to time by the PCA Board of Directors. National dues shall be collected by PCA, which shall refund to AMR such part thereof as shall have been set by the PCA Board of Directors. PCA 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 AMR shall be set forth by PCA, who will manage renewal notices. Members who do not renew shall be dropped from membership.
Section 7 – Privileges
Only Active and Family-Active members in good standing shall be entitled to all the privileges of PCA, including eligibility to hold office and vote. 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. 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 AMR Board of Directors or by PCA in accordance with its Bylaws for infractions of AMR or PCA rules or regulations or for actions inimical to the general objectives or best interests of AMR or PCA. AMR will notify PCA when such action is initiated at the local level.
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 Board of Directors or a committee appointed by the PCA Executive Council for the purpose, concerning the alleged misconduct. In order to be considered valid, the suspended member must make such appeal 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 PCA 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, Associate and Affiliate members.
Section 9 – Resignations
Any member may resign by addressing a letter of resignation to the Secretary of AMR or to the Executive Director of PCA. 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.
Section 10 – Transfers
Any member may request a transfer out of AMR to another region within the PCA. Such request must be submitted in writing to PCA. Such transfer will also apply to any related Family-Active or Associate member.
Section 11 – Termination
An Active member or Associate member may terminate or change the Family-Active, Affiliate or Associate membership by written notice to PCA.

ARTICLE V: ELECTED OFFICERS
Section 1 – Elected Officers
The elected officers of the Club shall be a President, First Vice President, Second Vice President, Secretary, Treasurer, and two Members-At-Large. Their terms of office shall be one year and shall end on December 31. 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 AMR.
Section 2 – Eligibility
Only Active members and Family-Active members, in good standing, shall be eligible to be nominated for elective AMR office.

ARTICLE VI: BOARD OF DIRECTORS
Section 1 – Board of Directors
The President, the First and Second Vice Presidents, the last Past President continuing to be an Active member of AMR, the Secretary, the Treasurer, and two Members-At-Large shall constitute the Board of Directors (BoD), or the “Board”, in which the government of AMR shall be vested. It shall be responsible for the proper conduct of the administrative affairs of AMR, the proper functioning of the committees, the fulfillment of duties by the BoD, and shall insure compliance with these Bylaws. All decisions of the BoD shall be by a majority vote unless otherwise provided in these Bylaws.
Section 2 – Functions of the Board of Directors
All decisions of the Board of Directors involving major policy considerations shall be arrived at by mail, telephonic or electronic canvass of the entire Board, to the fullest extent permitted by law. All decisions of the BoD at any called Board meeting shall be by a majority of the votes cast by those members present, to the fullest extent permitted by law. At any Board meeting, representation of half of the AMR BoD shall constitute a quorum. In the event that the Past President is also serving as a current elected officer of AMR, he/she can only cast one vote on the Board.

ARTICLE VII: DUTIES OF OFFICERS
Section 1 – Duties of President
The President shall preside at all meetings of the BoD and shall perform the duties usually appertaining to the President’s office. The President shall call at least nine (9) meetings of the BoD per calendar year. The President shall cause to be published in AMR’s official publication a minimum of an annual report on the status of AMR, its plans and programs, policy decisions reached by the BoD and other pertinent matters dealing with the affairs of AMR. The President, with the consent of the Board, may create, make appointment to, and abolish such other offices or committees as may be expedient for furtherance of the AMR’s objectives.
In the absence of the President, the First Vice President shall preside, and act as President. In case of the President’s incapacitation, the First Vice President shall become President. And in case the First Vice President cannot assume the duties as President, the Second Vice President shall become President.
The President is a voting member of the PCA Board of Directors and participates in all PCA Board of Directors meetings.
Section 2 – Duties of First Vice President
The First Vice President shall assist the President in the conduct of the administrative affairs of AMR and perform such other duties as may be assigned to the First Vice President by the President.
Section 3 – Duties of Second Vice President
The Second Vice President shall assist the President and First Vice President in the conduct of the administrative affairs of AMR and perform such other duties as may be assigned to the Second Vice President by the President.
Section 4 – Duties of Secretary
The Secretary shall endeavor to attend all meetings of 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 AMR’s official publication notices of proposed and adopted amendments of these Bylaws and other matters relating to the proper conduct of AMR. The Secretary shall have custody of AMR’s National Charter and all non-financial records at all times. The Secretary shall perform all duties incident to the Secretary’s office required by law and such other duties as may be assigned by the President.
Section 5 – Duties of Treasurer
The Treasurer shall have responsibility for all monies, debts, obligations and assets belonging to AMR. The Treasurer shall cause all monies of AMR to be deposited to the AMR accounts in a bank or banks insured by the Federal Deposit Insurance Corporation. The Treasurer shall have direct control over, and supervision of, all AMR assets and of all payments of AMR debts and obligations. The Treasurer shall insure strict compliance with these Bylaws in all matters pertaining to the financial affairs of AMR. The Treasurer shall cause to be published in AMR’s official publication a full and correct report semiannually on the financial status of AMR. The Treasurer shall also give a full and correct report on the financial status of AMR at any meeting of the BoD. The Treasurer shall cause to be maintained double-entry books of account, which shall properly reflect the true and correct financial status of all receipts, disbursements, balances, assets and liabilities of AMR. All checks or other orders for the payment of monies in the name of AMR shall be signed by the Treasurer or by such other person(s) as designated by the Board, 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 AMR expense, at the close of the fiscal year as directed by the Board. It will be the responsibility of the Treasurer to prepare the required IRS forms for a 501(c)(7) exempt from tax organization, including a copy of the Bylaws if altered, to be submitted to the President for signature, and to mail those forms to the IRS in a timely manner so as not to incur any fines from the IRS. The Treasurer shall have custody of the financial records of AMR. The Treasurer shall perform all duties incident to the Treasurer’s office required by law and such other duties as may be assigned by the President.
Section 6 – Duties of the Members-At-Large
The Members-At-Large shall represent the club members in general and in matters that come before the Board. Perform such other duties as may be assigned by the President.
Section 7 – 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 Board of Directors as needed for the improvement and advancement of the AMR’s objectives. The Past President may also serve concurrently as an elected officer of the Board but is accorded only one vote.
Section 8 – Vacancies / Interim appointments
In the event of the incapacitation or disqualification of the Vice Presidents, Secretary, or Treasurer, the Board shall make an interim appointment to the office so vacated for the balance of the unexpired term.
In the event of the incapacitation or disqualification of a candidate for the office of Vice Presidents, Secretary, Treasurer, or Members-at-Large running unopposed, or elected but not yet seated, the Board 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 may declare vacant the seat of any BoD member who is absent from three (3) consecutive meetings of the BoD without reasonable cause.
Section 9 – Financial Accounts
The Board will specify a minimum of one additional Elected Officer’s name other than the Treasurer as signature authority on AMR’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 and may, in like manner, be dismissed by the majority vote of same, except that a majority vote of the Council shall be required for the appointment of the chair and members of the Nominating Committee and for their dismissal or replacement.
Any Active and Family-Active member of AMR may serve as a member or Chair of a Standing Committee.
Standing Committee Chairs are not voting members of the Board of Directors.
Section 2 – Number

There shall be a varied number of standing committees of AMR. The Board may establish or abolish committee(s) based on the needs of AMR to accomplish its objectives.
Ideally, members should not serve on more than one Standing Committee at a time.
Section 3 – Standing Committee Members and Event Chairs
Standing Committee members and Event Chairs 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 and Event Chairs may be appointed or dismissed by Standing Committee Chairs.
Section 4 – Duties and Responsibilities
All Committee Chairs shall operate under the purview of and are responsible to the BoD and shall submit monthly status for each associated activity to the Board for review and/or approval. If applicable, Committee Chairs shall provide an annual written proposed budget of all anticipated expenses and income in connection with their function for planning purpose.
Section 5 – Special Committees
The Board may create such other ad hoc committees from time to time as required to execute the Club’s special activities, events, or objectives. Special Committees are subjected to the same provisions under Article VIII.
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 resignation or a majority vote of the Board. Event Chair terms are as required by the event.

ARTICLE IX: ELECTION OF OFFICERS
Section 1 – Nominating Committee
The Board, by majority vote, will appoint a Nominating Committee Chairperson plus at least two (2) to four (4) members to serve on the Nominating Committee from the current Active and Family-Active members of AMR. The Nominating Committee is responsible for nominating a slate of officers to serve in the following term. Not later than September 1 of each election year, the Nominating Committee shall recommend to the Board at least one, preferably two, or more candidates for each elected 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 not later than September 1 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 AMR, the Secretary shall cause to be published a notice of election and the names of all nominees for office by November 1.
Section 4 – Ballots
By November 1 the Secretary shall cause to be mailed, sent 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 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 have return date of November 15 for the ballot.
Ballots must be received by the Secretary no later than November 15. All ballots must include the Active and Family-Active membership numbers; otherwise, the ballot is invalidated.
Section 5 – Tellers
No later than November 21 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 will substitute.
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 Board within four (4) business days of the results being announced. The Board has four (4) business days to hear the objection and determine a resolution. The Board’s decision will be final.
Section 6 – Notice of Election Results
The Secretary shall cause to be published on November 22 the results of the election in AMR’s official publication and/or on the AMR’s website. Unless there is a protest, the election results become final four (4) business days after November 22.
Section 7 –Duties of Newly Elected Officials
Upon tabulation of the votes the Secretary shall immediately notify the persons elected of their election. After the election results become final, the President-Elect shall, as soon as feasible, call a meeting of the newly constituted Board 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 by telephone or mail, 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 Board to act on behalf AMR shall incur any obligation or indebtedness in the name of AMR. All obligations or indebtedness incurred in accordance with the provisions of these Bylaws shall be incurred as corporate obligations. No personal liability whatever shall attach to or be incurred by any member or officer of AMR by reason of any such corporate obligation or liability.
No elected officer or any other person authorized to act on behalf of AMR shall incur any obligations or indebtedness in the name of AMR in excess of the sum of $100USD without prior approval of a majority of the Board, except for the following purposes:
• Printing, mailing, postage and stenographic expenses of AMR’s official publication.
• Stationary and postage for ordinary administrative use.

Section 2 – Unauthorized Obligations 

No elected Officer or any other person authorized to act in behalf of AMR shall incur any obligation or indebtedness in the name of AMR which is not for the general benefit of the entire membership of AMR nor shall 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 AMR by any AMR 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 AMR in an amount equal to the obligations or indebtedness which AMR may be required to pay. 

Section 4 – Conflict of Interest 

No Director shall engage in any transaction that could create a conflict of interest with AMR. Directors shall disclose to the Board any potential conflicts between their personal interests and AMR. No Director 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 shall prepare and submit annual budgets to the Treasurer for collective review and approval by the Board.
The Treasurer shall submit and the Board shall internally review and audit quarterly reports on AMR’s finances.
The Treasurer shall give a full and correct report on the financial status of AMR at any meeting of the Board of Directors.
The Treasurer shall cause to be published in the AMR’s official publication a full and correct report semi-annually on the financial status of AMR.
The Treasurer shall submit AMR’s financial records to an independent certified public accountant, at AMR’s expense at the close of the fiscal year, for audit as directed by the BoD.

ARTICLE XII: MEETINGS
Section 1 – Board Meetings
Meetings of the Board may be called at any time, but at least nine (9) by the President or by a majority of the Board members. 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 Board is required to pass a voting issue, with a minimum of four (4) Board members in attendance. All items requiring a Board vote must be submitted to the Board members for review no later than the Saturday prior to the meeting; otherwise, the vote may be postponed until the Board members have sufficient time to review the details.
Board meetings are open all AMR members in good standing. Board meeting times and locations will be announced on the official publication and/or website. The Board may, with a minimum 24 hour e-mail notice to the membership, convene such other meetings as they consider desirable, and any action taken there shall have the same effect as if taken at a regular meeting.
Meeting attendance may be in person or electronically.
Section 2 – Club General Membership Meetings
Meetings of the members shall be at such time and place as designated by the Board. Due notice of any AMR Member Meetings shall be given by publishing in the official publication, on the AMR website or via other electronic notice that reaches the entire membership. An annual general membership meeting shall be held during the month of October for the purpose of considering reports of the affairs of AMR and the transaction of such business as may be properly be brought before the membership. AMR may publish a “State of the Club” address in an official publication in lieu of the annual membership meeting.
Special meetings of the members may be called by the President, by a majority of the Board, 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 days before such meeting.
A quorum at any special meeting of the members shall consist of ten (10) percent of the members in good standing, or ten (10) 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 First 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 will publish an official electronic and/or printed publication to announce upcoming events, official notifications, stories about activities, etc. Electronic publication may include periodic announcements on the website.

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 proposal shall be accompanied by a written explanation of the nature and the need for such amendment. 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 AMR or on the AMR’s website within sixty (60) days thereafter, together with an explanation of the proposed Amendment(s), together with the date of the meeting at which any proposed amendment(s) will be voted upon.
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. Ballots cast in accordance with procedures adopted under this Article XIV shall be valid, and all other ballots and ballots with missing information shall be invalid.
Amendment(s) to these Bylaws shall be approved by a majority of the votes cast by the membership. A 10-percent quorum of the total membership in ballots must be received if the amendment is to be passed. Members, if they so choose, can vote by mail or electronically, subject to submission deadlines and directions communicated in the official publication of AMR or on the AMR website at the time of publication of the proposed amendment(s).
Section 5 – Tellers
The Secretary and two Active or Family-Active member 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 AMR or published on the AMR website within seven (7) days.

Exhibit A: Alpine Mountain Region Logo/Badge



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