Bylaws

Bylaws of the

FLORIDA CITRUS REGION

PORSCHE CLUB OF AMERICA, INC.

(adopted November 22, 2021)

ARTICLE I: NAME

The name of the Club shall be Florida Citrus Region, herein referred as, (“FLC”), Porsche Club of America, Inc. (“PCA”).

ARTICLE II: GENERAL OBJECTIVES

The general objectives of FLC, 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.

ARTICLE III: POWERS,  BADGE

Section 1 – Powers

FLC 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 Florida, and in these Bylaws.

Section 2 – Badge

The logo/badge for FLC shall be as shown on Exhibit A to these Bylaws.

ARTICLE IV: MEMBERSHIPS, DUES, AND FEES

Section 1 – Membership

Membership in FLC 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 FLC 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, and is powered by an engine which is, basically, one that 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 Member – Any owner, lessee or co-owner of a Porsche acceptable to FLC, who is 18 years of age or older, having paid club dues and fees as required.
2. Family-Active Member – 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.
3. Associate Member – 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 FLC and its objectives having paid National 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 a Family-Associate Member similarly.
4. 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 FLC without at the same time being a member in good standing of National PCA which are each a separate legal entity.   

Section 4 – Membership Application

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

Section 5 – Dues

National PCA annual dues for the various classes of membership shall be determined from time to time by the National PCA Board of Directors.  National dues shall be collected by the PCA, which shall refund to FLC such part thereof as shall have been set by the PCA 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.

Annual Regional FLC dues for various classes of membership may be determined from time to time by the FLC Board of Directors.  Annual Regional FLC dues shall be due and payable by the end of month in which the member joined. Procedures for billing and collection of such dues and for sending renewal notices shall be determined by the Executive Committee, when appropriate.

Section 6 – Membership Year

The membership year for members in FLC shall be set forth by PCA, which will manage renewal notices.  Members who do not renew shall be dropped from membership.

Section 7 – Privileges

Active Members and Family-Active Members, in good standing, shall be entitled to all the privileges of FLC.  Associate Members and Affiliate Members shall be entitled to all privileges of FLC, except they shall not be entitled to vote or to hold elective office. Further, Family-Active Members, Affiliate Members, and Family-Associate Members shall not be entitled to receive any duplication of any FLC mailing to the Active Member.  Ballots will be distributed only to Active Members, and Family-Active Members at the November FLC club meeting.  Only Active Members and Family-Active Members, in good standing, shall be eligible to be nominated for elective FLC office.  The Active Members 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 FLC Board of Directors or by National PCA Board of Directors, in accordance with its Bylaws, for infractions of FLC or National PCA rules or regulations or for actions inimical to the general objectives or best interests of FLC 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 National PCA Board of Directors or a committee appointed by the National PCA Executive Council for the purpose of determining a resolution of the appeal.  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 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 Members 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 FLC or the Executive Director of PCA.  The recipient shall inform the other of the resignation.  The member’s resignation shall become effective upon receipt, and all FLC and PCA privileges shall terminate as of that date.  Resignation of an Active Member likewise terminates membership of his/her Family-Active 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 FLC to another region within PCA.  This request shall be submitted in writing to the PCA 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 PCA Executive Director.

ARTICLE V: ELECTED OFFICERS

Section 1 – Elected Officers

The elected officers of FLC 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 but may serve again in that office after a term has been served by another member. The Treasurer may serve for up to 5 consecutive terms, unless such term is extended by unanimous vote of the Board of Directors.  No officer may continue in office if the officer shall move the officer’s residence beyond the borders of FLC.

Section 2 – Eligibility

Only Active Members and Family-Active Members, in good standing, shall be eligible to be nominated for elective FLC office.  Active Members and their designated Family-Active Member may not be on the FLC Executive Council at the same time.

ARTICLE VI: EXECUTIVE COUNCIL AND BOARD OF DIRECTORS

Section 1 – Executive Council

Governance of FLC shall be vested in the Executive Council, which shall be composed of the President, the Vice President, the Immediate Past President (while continuing to be an Active or Family-Active Member of FLC), the Secretary, and the Treasurer.  It shall be responsible for the proper conduct of the administrative affairs of FLC, the proper functioning of the committees, and shall insure compliance with these Bylaws.  All decisions of the Executive Council shall be by a majority vote of the entire Executive Committee, unless otherwise provided in these Bylaws.

Section 2 – Board of Directors

The elected officers, chairs of four (4) designated standing committees (See Article VIII, Section 1), Immediate Past President (continuing to be an Active Member of FLC) shall constitute the Board of Directors of FLC.  It shall be the responsibility of the Board of Directors to determine all matters of FLC policy.  The Board of Directors shall ensure the proper conduct of the administrative affairs of FLC by the Executive Council, the fulfillment of duties by the officers, and compliance with these Bylaws.  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 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 a majority of those Board members present shall constitute a quorum.  If the called meeting fails to meet the quorum requirement, those Board members present may call for a second meeting between 1 and 7 days later.

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 appertaining to the President’s office.  The President shall call at least one (1) meeting of the Board of Directors per calendar year.  The President may call meetings of the Executive Council as the President may see fit and shall call such a meeting at the request of any 3 members of the Executive Council.  The President shall cause to be published in the FLC official publication a semi-annual report on the status of the FLC, its plans and programs, policy decisions reached by the Board of Directors and other pertinent matters dealing with the affairs of FLC.  The President is a voting member of the National PCA Board of Directors and participates in all National PCA 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 FLC 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 Council and the Board of Directors and shall keep full and complete minutes of the proceedings and of all votes cast there at.  The Secretary shall cause to be published in the FLC official publication notices of proposed and adopted amendments of these Bylaws and other matters relating to the proper conduct of FLC.  The Secretary shall have custody of, or cause to be kept, the FLC 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 FLC.  The Treasurer shall cause all monies of FLC to be deposited to the FLC accounts in a bank or banks insured by the Federal Deposit Insurance Corporation.  The Treasurer shall have direct control over, and supervision of, all FLC assets and of all payments of FLC debts and obligations.  The Treasurer shall ensure strict compliance with these Bylaws in all matters pertaining to the financial affairs of FLC.  The Treasurer shall cause to be published in the FLC official publication a full and correct report semiannually on the financial status of FLC.  The Treasurer shall also give a full and correct report on the financial status of FLC 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 FLC shall be signed by the Treasurer or by such other person(s) as designated by the Executive Council, 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 of, or cause to be kept, the financial records of FLC.

Section 5 – Duties of the Immediate Past President

The Immediate Past President shall have the responsibility to serve as a member of the Executive Council and Board of Directors to provide continuity.  Duties shall be assigned by the President, the Executive Council, or Board of Directors as needed for the improvement and advancement of FLC’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 Council 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, running unopposed, or elected but not yet seated, the incoming Executive Council shall make an interim appointment to that office for the balance of the unexpired term.

The Executive Council may declare vacant the seat of any Board of Director member who is absent from two (2) consecutive meetings of the Executive Council or Board of Directors without reasonable cause or report submission.

Section 7 – Financial Accounts

The Executive Council will specify a minimum of one (1) additional elected Officer’s name other than the Treasurer as signature authority on FLC’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 Executive Council and may, in like manner, be dismissed by the majority vote of same.   Any voting member of FLC may serve as a member or Chair of a Standing Committee. Standing Committee Chairs serve as voting members of the Board of Directors.

FLC Standing Committees are:

• Driver Education
• Membership
• Communications
• Autocross

Section 2 – Standing Committee Members

Standing Committee members must be a member in good standing of FLC 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 Council or by the Standing Committee Chair

Section 3 – Duties and Responsibilities

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

Section 4 – Special Committees

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

Section 5 – 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 Council.

ARTICLE IX: ELECTION OF OFFICERS

Section 1 – Nominating Committee

The Executive Council, by majority vote, shall appoint a Nominating Committee Chairperson, who is not a member of the Executive Council, and two (2) other Committee members.  No more than one member of the Nominating Committee may be a member of the Executive Council.  The appointment of Committee members shall be no later than August 15 of any year in which an election is held.  The Nominating Committee is responsible for nominating a slate of officers to serve in the following term.  Not later than September 15 of each election year, the Nominating Committee shall recommend to the Executive Council at least one (1), preferably two (2), or more candidates for each elected Officer position.

Section 2 – Nominations by the Members

By August 15 of each election year, FLC shall publish, in the FLC official publication or by electronic media, a notice asking for Active Members and Family-Active Members to submit candidates for each elected Officer position. 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.  No member may be nominated or placed on the ballot without their consent.

Section 3 – Notice of Elections

By October 1 of each election year, the Secretary shall cause to be published, in the FLC official publication or by electronic media, a notice of election, including the names of all nominees for office, as well as the date, time, and location of the election.

Section 4 – Election

The election shall be held during the November club meeting.  Ballots shall be distributed to  Active Members and Family-Active Members of FLC, present at the meeting.  Active Members and Family-Active Members are entitled to one (1) vote each on any and each issue arising.  Active Members and Family Active Members who are unable to attend the meeting in person may request a mail in or electronic ballot from the Secretary.  All mail in or electronic ballots must be delivered to the Club Secretary no later than the start of the called November meeting.

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 the signature of each voting member, and their individual membership number.

Election of all candidates will require a simple majority vote of all votes cast.  If there is only a single candidate for each office, the Secretary may call for a voice vote to elect officers. The quorum requirement for the election of officers shall be five percent (5%) of the Active Members.

Section 5 – Tellers

At the November FLC club meeting, the Secretary and a member in good standing who is not running for office in the election shall be Tellers.  Tellers shall collect, count, and tally all ballots.  If the Secretary is on the ballot, the Immediate Past President, if present, shall substitute, provided he/she is not on the ballot.  If both the Secretary and Immediate Past President are on the ballot or are not in attendance, the President shall appoint a second member in good standing who is not on the ballot. To collect, count, and tally all ballots.

If a tie remains after all the ballots are tallied, the Secretary (or Immediate Past President or a member described above) 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 Council within 15 days of the results being announced. The Executive Council has 15 days to hear the objection and determine a resolution.  The Executive Council’s 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 FLC official publication, by email to all members, and/or on the FLC website.

Section 7 – Duties of Newly Elected Officials

Upon tabulation of the votes the Secretary shall immediately notify the persons elected of their election.  The President-Elect shall, as soon as feasible, call a meeting of the newly constituted Executive Council 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, by telephone, or by electronic means.

ARTICLE X: FISCAL YEAR

The fiscal year of FLC shall be the calendar year.

ARTICLE XI: OBLIGATIONS AND INDEBTEDNESS

Section 1 – Authority to Incur Obligations or Indebtedness

Only persons authorized by the Executive Council to act on behalf of FLC shall incur any obligation or indebtedness in the name of FLC.  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 FLC by reason of any such corporate obligation or liability.

No elected officer or any other person authorized to act on behalf of FLC shall incur any obligations or indebtedness in the name of FLC in excess of the sum of $500.00 without prior approval of a majority of the Executive Council, except for the following purposes:

• Printing, mailing and postage expenses of the FLC official publication.
• Stationery, supplies, and postage for ordinary administrative use.
• Contracting for expenses related to performance driving events.

Section 2 – Unauthorized Obligations

No elected Officer or any other person authorized to act in behalf of FLC shall incur any obligation or indebtedness in the name of FLC which is not for the general benefit of the entire membership of FLC, 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 FLC 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 FLC in an amount equal to the obligations or indebtedness which FLC 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 FLC.  Directors shall disclose to the Executive Council any potential conflicts between their personal interests and those of FLC.  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 Council shall prepare and submit annual budgets to the Treasurer for collective review and approval by the Executive Council.

The Treasurer shall submit, and the Executive Council shall internally review and audit semi-annual reports on FLC’s finances.  The Treasurer shall give a full and correct report on the financial status of FLC at any meeting of the Board of Directors. The Treasurer shall cause to be published in FLC official publication a full and correct report semi-annually on the financial status of FLC. The Treasurer shall submit the FLC financial records for an annual review at the close of the fiscal year, for audit as directed by the Executive Council.

ARTICLE XII: MEETINGS

 Section 1 – Executive Council Meetings

Meetings of the Executive Council may be called at any time, but at least annually, by the President or by a majority of the Executive Council members. Each Executive Council 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 Executive Council is required to pass a voting issue, with a minimum of three (3) Officers in attendance.  Meeting attendance may be in person or electronically.

Section 2 – Board of Directors Meetings

Meetings of the Board of Directors may be called at any time, but at least annually by the President or by a majority of the Board of Directors. 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 Members is required to pass an issue being voted on, with a majority of Board Members in attendance.  Meeting attendance may be in person or electronically.

Section 3 – FLC General Membership Meetings

Meetings of the members shall be at such time and place as designated by the President or Executive Council.  Due notice of any FLC member meetings shall be given by publishing in the FLC 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 Council, 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 five (5) percent of the voting members in good standing.

At all meetings of the members, each Active Member or Family-Active Member 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.

The President, or in his/her absence the Vice President, shall preside at all meetings and will manage the agenda, discussion and voting.  Guests shall be permitted at all meetings unless a closed meeting is declared by a majority vote of the Executive Council.

ARTICLE XIII – OFFICIAL PUBLICATION

 FLC shall publish an official publication to announce upcoming events, official notifications, stories about activities, etc.

 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 FLC official publication, published on the FLC website, and sent to the membership by email, within thirty (30) days of receipt of the proposal, together with an explanation of the proposed amendment(s), and the date, time, and location 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 at a FLC club meeting.  Ballots shall be distributed to Active Members and to Family-Active Members present at the club meeting, by the Secretary.  Active and Family-Active Members are entitled to one (1) vote each on any proposed amendment.

 The ballot shall contain:

• Full text of the amendment(s).
• Space for voting for or against the amendment(s).
• Space provided for the signature of each voting member, and their individual membership number.

The quorum for voting on a proposed amendment(s) to these Bylaws shall be five (5) percent of the Voting Members.  If the quorum requirement is not met, the election shall be rescheduled, by a majority of the Executive Council, within thirty (30) days, and the quorum requirement shall be half of the initial requirement.  To be approved, the proposal must be approved by a majority of the votes cast by those Active Members and Family Active Members in attendance.

Section 5 – Tellers

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

 Section 6 – Notice of Results of Vote

The results shall be read into the minutes of the meeting and published in the next issue of the FLC official publication, published on the FLC website, and sent to the membership by email.

 EXHIBIT A