Articles of Incorporation and By-Laws
FLORIDA CITRUS REGION, PORSCHE CLUB OF
The undersigned hereby adopts the following Articles of Incorporation for the purpose of forming a corporation under the laws of the State of Florida:
The name of the corporation shall be Florida Citrus Region, Porsche Club of America, Inc.
Commencement and Duration of Corporate Existence
The corporation shall commence its corporate existence on the date of filing of these Articles of Incorporation, and shall upon termination forward all assets of the corporation to a qualified 501(c)(3) organization.
The general objectives of the Club, to which its members are joined together and mutually pledged, shall be the furtherance and promotion of the following:
a. The highest standard of courtesy and safety on the roads.
b. The enjoyment and sharing of good will 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 marquee by sharing and exchanging technical and mechanical information.
d. The established and maintenance of mutually beneficial relationships with the Porsche Works, Porsche dealers and other service sources to the end that the marquee shall prosper and continue to enjoy its unique leadership and position in sports car annals.
e. The interchange of ideas and suggestions with other Porsche Clubs throughout the world and in such cooperation as may be desirable.
f. The establishment of such mutually cooperative relations with other Sports Car Clubs as may be desirable.
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 Florida and in these bylaws.
Section 2 – Corporate Seal
The Corporate seal of the Club shall be circular in form, being inscribed with the name of the Club.
Section 3 – Badge
The badge of the Club shall be circular in form, being inscribed with the name of the Club and the initials “PCA”.
Section 4 – Fiscal Year
The fiscal year of the Club shall be the calendar year.
Initial Principle Place of Business
Initial Registered Office and Agent
The principle office and registered office and agent of the Club shall be located at the residence of the duly elected President or at the residence of his/her successor, in the event of the President’s death, resignation, disability or disqualification.
Memberships, Membership Area, Dues and Fees
Section 1 – Memberships
a. Membership in the Club shall be restricted to owners 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, following:
b. Members must be members in good standing of the National Club.
c. Classes of membership will follow those issued by the National Club.
Section 2 – Area of Membership
Membership will be accepted primarily from the following counties of Florida,
Section 3 – Membership Applications
All applications for membership made to or forwarded to the National Club shall be processed in accordance with the by-laws of the National Club.
Section 4 – Dues
Annual dues shall be set and collected by the National Club, and any financial needs in addition to the amount returned to the Regional Club by the National Club shall be met by an assessment or assessments, the amount to be approved by a two-thirds majority vote of the Regional membership, the amount to be approved by a two-thirds majority vote of the Regional membership. However, entry fees may be charged for events sponsored by the Regional Club.
Section 5 – Membership Year
The full amount of dues shall be submitted with application. The member will be billed by the National Club on the yearly anniversary date of his application. Members whose dues are not paid shall be expelled in accordance with the by-laws of the National Club.
Section 6 – Privileges
Member in good standing shall be entitled to all the privileges of the Regional Club, except that associate members shall be entitled neither to vote nor hold elective office, and except further that family associate members shall not be entitled to vote or hold office in the National Club nor to receive Porsche Panorama.
Section 7 – Termination
Membership in the Florida Citrus Region may be terminated by:
a. Resignation, submitted in writing to the principle office of the Club as set forth in Article V, preceding; with forfeit of all dues paid.
b. Expulsion for failure to pay annual dues as provided in Section 6, preceding, and
c. Request for transfer to another Region within the jurisdiction of the National Club, submitted in writing to the principle office of the Club as set forth in Article V, preceding, if no longer residing within the Florida Citrus Region.
d. Any member may be suspended by a two-thirds vote of the Board of Directors of the Club, for infractions of the National or Regional rules or regulations or for actions
inimical to the general objectives or best interest of the Club. 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 Board of Directors concerning the alleged misconduct. The Board of Directors may thereafter continue the suspension for a definite time, terminate the suspension or expel the member, and its decision shall be final.
Section 8 – Liabilities of Membership
No officer or member of this Club shall be personally liable for any of its debts, obligation, or acts.
Initial Board of Directors
Section 1 – Number and Qualifications
The Club shall have no less than Seven (7) director(s) initially, all of whom must be Active or Family members in good standing of this Club. The number of directors may thereafter be increased or decreased from time to time in accordance with the By-Laws of the corporation. The name and street address of the Directors who shall hold office for the first year of existence of the corporation or until their successors are elected or appointed and qualified are:
Daniel W. Helman
Philip G. Weis
Section 2 – Board of Directors
The Board of Directors shall consist of the elected Officers, Committee Chairpersons and the immediate Past President. If shall be responsible for the proper conduct of the Administrative affairs of the Club, the proper functioning of several committees, and shall insure compliance with these by-laws.
Section 3 – Officers
The Club shall elect from its members the following Officers.
President – Chairman of the Board of Directors
Vice-President – Vice Chairman of the Board of Directors
Treasurer – Member of the Board of Directors
Secretary – Member of the Board of Directors
Who shall be the officers of the Club and shall continue to serve as such until (1) a successor is elected by the Board of Directors; or (2) he/she ceases to be a Director/Officer of this Club; or (3) he/she resigns. At the discretion of the Nominating Committee a specific Officer may serve a second consecutive term.
Section 4 – Term of Office
The term of office of each Director shall commence at the beginning of the fiscal year. Each Director shall serve for a nominal term of one (1) year and until his successor is elected, qualified and installed, except that a member appointed to fill vacancy of a Director shall serve out only the unexpired of his immediate predecessor. No Director shall serve in such capacity for more than five consecutive years.
Section 5 – Nomination
By the first Board meeting in September, the Directors shall elect one (1) of its members as a Chairman of the Nominating Committee. The Chairman of the committee shall select (2) Active members in good standing, and these three (3) shall constitute the Nominating Committee.
By the twentieth day of October, the Chairman of said Nominating Committee shall provide the Club Secretary of slate of Officers.
Open nominations from the general membership will be accepted at the November Business meeting. Nominees must be present.
Section 6 – Election
The election of Officers will be held during the November Business meeting. All members in good standing and present may vote. The secretary and two (2) members of the Nominating Committee not running for office, shall open, count, and tally all valid ballots and certify the results. All Officers must be elected by at least fifty-one percent (51%) majority of the votes cast.
Section 7 – Vacancies
A vacancy or vacancies shall be deemed to exist in case of death, resignation, removal, or disqualification of any Director. The Directors may also declare vacant the seat of any Director who shall absent himself from three (3) successive meetings of the Board of Directors. Vacancies so occurring shall be filled by election of the Directors at its next meeting. The Director or Directors so elected shall hold office until the expiration of the term of office as provided in Section 3 of this Article.
Section 8 – Quorum
A majority of Directors shall constitute a quorum for the transaction of business at any regular or special meeting of the Board of Directors. There shall be no proxy voting by any Director. Every act of a majority of Directors present at a meeting duly held at which a quorum is present shall be regarding as an act of the entire Board of Directors.
Section 9 – Powers
Subject to any limitations in the Article of Incorporation, these Bylaws, the general nonprofit law of the State of Florida, or any other law of the State of Florida or the United States, all corporate powers shall be exercised by and under the authority of, and the business and affairs of this corporation shall be conducted by, the Board of Directors.
Section 10 – Compensation
Officers and Directors shall not receive any salary or other compensation for their services.
Section 11 – Recall of Directors
Any member of the Board of Directors may be recalled from office in the following manner:
a. Recall Petition – recall proceedings must be initiated by submitting a recall petition to the Club Secretary. Said recall petition must bear the signature of not less than ten (10) Active members in good standing of this corporation.
b. Recall Voting – upon receipt of said recall petition, the Club Secretary shall cause to be mailed to each Active and Family member, before the expiration of seven (7) days, a secret recall ballot. Due notice shall be given therein that only ballots bearing postmarks dated within twenty-one (21) days subsequent to the date of which the recall petition was received will be considered valid. Within seven (7) days after the expiration of twenty-one (21) days dating the day the recall petition was received by the Secretary, the Secretary and at least (2) Active members shall open, count and tally all valid ballots.
c. Certification of the Recall Vote – as soon as the count has been made, the Secretary shall notify the presiding Chairman of the Board of Directors of the results. The Director of Directors shall be recalled by a two-thirds majority of the ballots cast. The results shall be read into the minutes of the next succeeding membership meeting.
Section 12 – Adjournment
A quorum of the Directors may adjourn any meeting of the Board of Directors.
Section 1 – Officers
The official officers have been heretofore previously described in Article VII. The Board of Directors may require any Officer to be bonded at the Club’s expense as it shall deem necessary for any amounts as it may deem necessary.
Section 2 – President/Chairman Board of Directors
The duties of the President/Chairman Board of Directors:
a. To prepare the agenda for and preside at all meetings.
b. To prepare the agenda for and preside at all meetings of the membership of the incorporation.
c. To act as an ex-officio member of all standing committees and temporary committees except the Nominating Committee and the membership Committee.
d. To except all documents and correspondence in the name of the corporation as authorized by the Board of Directors and/or the membership.
e. To sign as co-signer on any corporate documents which obligate the corporation financially.
Section 3 – Vice President/Vice Chairman of the Board of Directors
The duties of the Vice President/Vice Chairman of the Board of Directors are:
a. To preside at meetings of the Board of Directors in the absence of the President or when ordered to do so by him/her.
b. To preside as Vice President at meetings of the membership, either regular or special, in the absence of the President or when ordered to do so by him/her.
c. To assist the President and/or the Board of Directors in any manner that may be directed.
Section 4 – Treasurer
The duties of the Treasurer are:
a. To keep and preserve the records and books of account reflecting the financial condition and operation of this corporation.
b. Sign all drafts on the accounts of the corporation, and co-sign any corporate documents which obligate the corporation financially.
c. On request of the Board of Directors furnish to the auditor designated by them all financial reports and/or books and statements as provided in the Bylaws.
d. Receive all moneys paid to the corporation and deposit same it its credit with the bank designated by the Board of Directors.
Section 5 – Secretary
The duties of the Secretary are:
a. To send all noticed to the Directors and members relative to any regular or special meetings.
b. To keep and preserve all records of the corporation except financial records, which shall be maintained by the Treasurer.
c. To record and maintain the minutes of the meetings of the Board of Directors and to present and to read such minutes at the request of the Chairman of the Board of Directors or his/her representative.
d. To record and maintain the minutes of the membership meetings, both regular and special, and to present and read such minutes upon demand.
e. Although not officially in By Laws, the Secretary is responsible for obtaining insurance for all events that involve cars in motion (DE, Autox, Tours). Also, responsible to get waiver forms to event chair, and to keep completed forms on file for 7 years.
Section 1 Standing Committees
There shall be not less than three (3) standing committees, which shall report directly to the Board of Directors, namely: Membership, Safety and Newsletter. The chairman of these committees shall be appointed by the President and confirmed by the Board of Directors. The individual committee chairman shall appoint the members of their committees.
Amendments to Bylaws
The Bylaws of this corporation may be amended at any time in the following manner:
Upon recommendation by not less than four (4) Directors or by a written petition signed by at least ten (10) members in good standing, the Board of Directors shall prepare the suggested amendment in such manner that it may be legally incorporated in these Bylaws.
The properly prepared amendment shall be mailed to each Active or Family member in good standing in the form of a ballot. Thirty (30) days from mailing date, the Secretary shall count valid returned ballots, and if a majority of said ballots are in favor, the amendment shall be deemed adopted. Thereupon the Secretary shall cause it to be included in the next succeeding Newsletter.
In any case, the Secretary shall announce the results of the ballot by reading it into the minutes of the membership meeting next succeeding the counting of the ballots.