AMR By-Laws

Constitution and Bylaws

Alpine Mountain Region, Porsche Club of America, Inc.

Last Modified: 2009

Article I.  Name and Principal Office

The name of the club shall be Alpine Mountain Region (AMR), Porsche Club of America, Inc., hereinafter referred to as the Club.  The principal office shall be at the residence of the duly elected President.

Article II. General Objectives and Powers

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

  1. The highest standards of courtesy and safety on the roads.
  2. 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.
  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 service sources to the end that the marque shall prosper and continue to enjoy its unique leadership and position in sports car history.
  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 as may be desirable with other sports car clubs.

Article III. Membership and Privileges

  1. Membership in the Club shall be limited to members in good standing of the National Porsche Club of America.
  2. Members in good standing shall be entitled to all the privileges of the Club.
  3. Only active or affiliate members shall be entitled to hold office as specified in Article IX “Elections & Terms of Office.”
  4. Only active or affiliate members shall be entitled vote for officers or upon issues before a meeting as specified in “Elections & Terms of Office.”
  5. All classes of members shall be entitled to hold appointive office as specified in Article IV “Board of Directors.”
  6. Entry fees may be charged for events.
  7. A member may be expelled by a two-thirds vote of the Board of Directors for violations of the rules of the National or Regional Club, for unsportsmanlike conduct or behavior inconsistent with the best interest of the Club.  Any expelled member shall have the right to appeal to the membership of the Club at any regular or special meeting of the Club; the decision of this meeting shall be final.
  8. The Board of Directors, hereinafter referred to as the Board, shall establish policies and see to the proper conduct of the affairs of the Club in compliance with these bylaws.  The Board shall consist of the officers, two Members-At Large, the immediate Past-President and other appointed members.
  9. The officers of the Club shall be the President, Vice President, Secretary, and Treasurer, who shall serve one year terms.  No person shall hold more than one office at one time.
  10. The President shall be the principal officer of the Club, and with the support and assistance of the other officers shall be responsible for implementing the policies established by the Board.
  11. The Vice President shall assume the duties of the President in the absence of the latter and shall undertake such duties as the President may assign to him/her .
  12. The Secretary shall be responsible for the Club’s correspondence and for the maintenance of the Club’s records; provided, however, that the Board may assign to other members such of these responsibilities as it may decide.
  13. The Treasurer shall be the custodian of the Club’s funds, shall handle all receipts and disbursements, and shall maintain all necessary records in connection therewith.  At the end of his year in office, it will be the responsibility of the Treasurer to prepare the required IRS forms for a 501(c)(7) exempt from income tax organization, including a copy of the bylaws if altered, to be submitted to the President for his signature, and to mail those forms to the IRS in a timely manner so as not to incur any fines from the IRS.
  14. Members-At Large shall represent the general membership in matters that come before the Board.
  15. The Past-President shall provide continuity and guidance, as required, to the new President..
  16. 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 Club’s objectives.  Only active or affiliate members listed as Alpine Mountain Region members with the National Porsche Club of America may hold appointive office.

Article IV.  Board of Directors

10.  The Board shall meet as determined by a majority of the Board.  At such meetings, each Board member shall be entitled to one vote on questions that come before the meeting.  Voting privileges may also be accorded by the elected Board members to appointees under the preceding paragraph of this Article, provided however, that no person shall be entitled to more than one vote by reason of holding two or more official positions.

11.  A quorum at any meeting of the Board of Directors shall consist of a simple majority of the elected officers of Alpine Mountain Region.

12.  Board meetings are open to all AMR members and their affiliates.  Board meetings time & location will be announced in the newsletter of the month prior to the meeting (i.e. May newsletter will announce time & location for the June Board meeting).

13.  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.  The Secretary or Membership Chair shall be responsible for e-mail notifications.

Article V. Membership Meetings

  1. Regular meetings will be held once a month or as determined by the Board.  Due notice of such meetings to the membership will be published by the Secretary or Newsletter Editor at least 7 days prior to the meeting and e-mailed to the membership by the Secretary or Membership Chair at least 3 days prior to the meeting.
  2. An annual meeting shall be held during the month of October at such a place as the Board may determine and direct for the purpose of considering reports of the affairs of the Club and the transaction of such business as may properly be brought before the membership.  The annual membership meeting will also be used to conduct the annual election of officers and to entertain any proposed changes to the Club’s bylaws.  Notice of such annual meetings shall be provided as outlined in Article V.1, above, and shall include the proposed slate of officers for election, any proposed By-laws changes, and an agenda of other business to be conducted.
  3. Special meetings of the members may be called by the President, by a majority of the Board of Directors, or by petition signed by five percent of the members.
  4. A quorum at any special meeting of the members shall consist of ten percent of the members or ten members, whichever is larger.
  5. Due notice shall be given stating the date, time, place and purpose of any special meeting of the members at least ten days before such meeting.
  6. The Club’s fiscal year shall be the calendar year.
  7. The Club shall use a cash accounting method.
  8. Obligations or indebtedness in the name of the Club shall be incurred only: (a) for the general benefit of the entire membership, and (b) by authorization of the Board of Directors, and no personal liability shall result from the actions so taken.
  9. Obligations or indebtedness incurred other than as provided herein shall be the sole responsibility of the person or persons incurring them.

Article VI.  Fiscal Year and Accounting Method

  1. The Club’s fiscal year shall be the calendar year.
  2. The Club shall use a cash accounting method.

Article VII.     Obligations and Indebtedness

  1. Obligations or indebtedness in the name of the Club shall be incurred only: (a) for the general benefit of the entire membership, and (b) by authorization of the Board of Directors, and no personal liability shall result from the actions so taken.
  2. Obligations or indebtedness incurred other than as provided herein shall be the sole responsibility of the person or persons incurring them.

Article VIII.   Official Publication

“Official communications to the membership may appear in a newsletter, be sent via email, or in such other US Mail mailings as the Board may choose.  Official notice may additionally be posted on the AMR web site.”.

Article IX.  Elections and Terms of Office

  1. The Officers and Members-At Large shall be elected by active members and affiliates for a one year term.
  2. At least ninety days before the Club’s election of officers the President, with the consent of the Board, shall appoint a nominating committee of at least three members, which shall promptly submit a slate of at least four candidates (one each) for the offices of President, Vice President, Secretary, and Treasurer and two candidates (one each) for two Members-At Large for the ensuing year.
  3. Only active and affiliate members listed as Alpine Mountain Region members with the National Porsche Club of America may vote for officers or upon issues before a meeting.
  4. Terms of office shall be for one year and shall end on Dec 31.  No elected officer shall serve in the same capacity for more than three consecutive terms.  No person may hold more than one elected office at the same time.  All persons holding elected office must be listed as Alpine Mountain Region members with PCA National.  If an elected officer moves his residence outside the boundaries of AMR, he/she must resign his office at that time unless requested to remain by a majority vote of the Board.
  5. Results of the elections shall be announced at the annual meeting of the Club
  6. In the event that any officer is unable to complete his term of office, the following succession will prevail:  for President—the Vice President will succeed.  Any office, other than that of President which becomes vacant between elections will be filled by Presidential nomination and a vote by the remaining Board of Directors.
  7. A vacancy among the non-elected members of the Board shall be filled or abolished by Presidential nomination with the consent of the voting members of the Board of Directors.
  8. Any nomination for national recognition, in response to solicitation by the Porsche Club of America, Inc., shall be made by the Board pursuant to a vote of the Board.
  9. Amendments to these bylaws may be proposed by the Board or by any ten or more members in good standing.  Proposals shall be submitted to a member of the Board in writing, and in the case of a proposal submitted by members, shall be accompanied by a written explanation, signed by each member, of the nature and the need for such amendment.
  10. The Board shall forthwith cause the proposed amendment, together with the need claimed therefore, to be published in the Club’s official publication and shall duly arrange for a vote of the members.  The affirmative vote of two-thirds of those voting shall be required for approval.
  11. Amendments to these bylaws must be recorded with the IRS along with the annual tax filing.

Article X. Amendment of Bylaws

  1. Amendments to these bylaws may be proposed by the Board or by any ten or more members in good standing.  Proposals shall be submitted to a member of the Board in writing, and in the case of a proposal submitted by members, shall be accompanied by a written explanation, signed by each member, of the nature and the need for such amendment.
  2. The Board shall forthwith cause the proposed amendment, together with the need claimed therefore, to be published in the Club’s official publication and shall duly arrange for a vote of the members.  The affirmative vote of two-thirds of those voting shall be required for approval.
  3. Amendments to these bylaws must be recorded with the IRS along with the annual tax filing.

Article XI.  Enacting Clause

These bylaws shall become effective upon favorable vote by a majority of the membership.  The Board will ensure a copy is available to the members of the Club.  These bylaws shall be reviewed by the Board of Directors at the first Board meeting in the fiscal year.