Bylaws of the Southern Indiana Region, Porsche Club of America, Inc. As revised, December 9, 2017 Bylaw revisions as follows to include the newly proposed Board of Director positions of Social Media Chair, Safety Chair, and Past President; add the previously established Board of Directors positions of Events/Membership Chair, Newsletter Editor, and Webmaster; and provide reference to the National Porsche Club of America Regional Procedures Manual as guidance for SIR-PCA officers. SOUTHERN INDIANA REGION, PORSCHE CLUB OF AMERICA, INC. SIR-PCA ARTICLE I: NAME The name of the Club shall be the Southern Indiana Region, Porsche Club of America, Inc, designated "SIR-PCA" hereafter. ARTICLE II: GENERAL OBJECTIVES The general objectives of the SIR-PCA, to which its members are joined together and mutually pledged, shall be the advancement 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 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 relationships with other car clubs as may be desirable. G. Support recognized charity(ies) or community service, not of a political nature. ARTICLE III: POWER and POLICY A. The club shall be politically non partisan. B. The club is empowered to do all things and conduct all business, not for profit, necessary to carry out the general purposes set forth is these By Laws. C. It shall be the policy of this club that no one shall be discriminated against or denied membership because of their sex, age (except as noted), race, or religion. ARTICLE IV: MEMBERSHIPS, DUES, AND FEES Section 1 - Membership Membership in the Porsche Club of America, Inc. ("National Club" hereafter) 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. (A), (B), and (C) 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 KG 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 stock ownership in a franchised Porsche dealership or distributorship. Section 2 - Classes of Membership A. ACTIVE - Any owner, lessee or co-owner of a Porsche acceptable to SIR-PCA, who is 18 years of age or older, having paid the National Club dues and fees as required, and may include (if requested by the active member) as a family-active member, one other person of the active member's immediate family, also 18 years or older, restricted to wife, husband, brother, sister, son, daughter, mother or father, whether otherwise qualified for active membership by ownership of a Porsche or not. B. 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 the National Club dues and fees as required. A person of the associate member's family, who has been a family-active member as in (A) above, may continue as a family-associate member similarly. C. HONORARY - Any person who, on the affirmative vote of the Executive Council of the National Club, is deemed to merit recognition for outstanding interest in or service to the Club. Such membership shall be limited to one year, but may, upon the affirmative vote of the Executive Council be renewed. D. AFFILIATE MEMBER - A person, 18 years of age or older, named by the active member at the time of joining or at 3 any renewal of membership in lieu of a family-active member. Section 3 - National and Regional Club Membership No active, family-active, associate, or family-associate member may hold membership in the National Club without at the same time being a member in good standing of a Regional Club (in this case SIR-PCA). Similarly, no active, family-active, associate, or family-associate member may hold membership in a Regional Club (in this case SIR-PCA) without being a member in good standing of the National Club. Section 4 - Membership Application Per National Club Bylaws, all applications for membership to the National Club from the Counties of the SIR-PCA shall be forwarded to the SIR-PCA which shall either accept or reject the application. In case of rejection the applicant or a member on behalf of the applicant may appeal to the National Executive Council whose decision, unless overruled by a vote of at least two-thirds of the Region's members, shall be binding on the Region. SIR-PCA consists of the Counties defined by PCA National. Section 5 - Dues Annual dues for the various classes of membership shall be determined from time to time by the Board of Directors of the National Club. National dues shall be collected by the National Club, which shall refund to the member's Region such part thereof as shall have been set by the Board of Directors. Annual dues shall be due and payable to the National Club at the end of the month in which the member joined or in which the member last renewed. There shall be no dues beyond those for membership in the National Club, unless the SIR-PCA Board of Directors by a 2/3 vote shall so approve. Section 6 - Membership Year The manager of the National Club Executive Office shall send each member one billing for renewal dues about 45 days prior to their membership expiration. Members who do not renew shall be dropped from membership and their Regions so notified. Subscriptions to PANORAMA shall begin with the issue of the next month after receipt of application for membership. Section 7 - Privileges Members, including family members, in good standing shall be entitled to all the privileges of the National Club, except that honorary members, associate members, and affiliate members shall be entitled neither to vote nor hold elective National office, and except further that family-active members, affiliate members, and family-associate members shall not be entitled to receive Porsche PANORAMA. Ballots will be e-mailed or provided on a paper ballot 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 National office. A member may cast only one vote in any election or referendum. Section 8 - Suspension Any member may be suspended by a 2/3 vote of the Board of Directors of the National Club or by a 2/3 vote of the Board of Directors of SIR-PCA for infractions of National or SIR-PCA rules or regulations or for action inimical to the general objectives or best interests of the National Club or SIR-PCA. Upon receipt of 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 (National Club or SIRPCA), or a committee appointed by either for the purpose, concerning the alleged misconduct. Either, 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. Suspensions of active and associate members are also applicable to family-active, family-associate and affiliate members. Section 9 - Resignations & Terminations of Position Any member may resign by addressing a letter of resignation to the Secretary of SIR. His resignation shall become effective upon receipt and all SIR privileges shall terminate as of that date. An active member may terminate the membership of an affiliate member named by written notification to the manager of the Executive Office of the National Club. Officers or directors may be removed from a position by the taking of a vote of all remaining BOD. An affirmative vote of 2/3 is required for the removal of an officer or director by the remaining members of the Board in good standing. The membership shall be notified in writing via email or newsletter within 1 month. Section 10 - Guests Guests accompanied by a member are permitted and encouraged at all club functions. The hosting member is responsible for any guest admission fee to public events. Members are responsible to see that their guests follow the Bylaws of SIR-PCA while participating in club functions. Guests may attend up to two events before they will be required to join or become affiliate members. Members may bring one proposed member or membership per event or activity. Section 11 - Member and Guest Conduct Members and guests are expected to abide by the National Club Code of Ethics, incorporated at the end of these Bylaws in ARTICLE XII PCA CODE OF ETHICS ARTICLE V: ELECTED OFFICERS AND SPECIAL APPOINTMENTS PREMISE: Board of Director positions and their responsibility descriptions are designed for the efficient operation of Southern Indiana Region, Porsche Club of America and are intended to mirror as closely as possible the guidelines as specified by the national Porsche Club of America Region Procedures Manual, (RPM). The current year RPM shall be consulted if issues arise. It is also recognized that the national RPM may be revised as circumstances dictate. Said revisions may be incorporated by inference by SIR-PCA without specific revision or amendment of these Bylaws. Section 1 - Elected Officers and Board of Directors of SIR-PCA The elected officers and Board of Directors of SIR-PCA shall be a President, Vice-President, Secretary, Treasurer, Events/Membership Chair, Newsletter Editor, Webmaster, Social Media Chair, and Safety Chair. In addition, the Board of Directors shall also include the non-elected position of Past President. Their terms of office shall be two years, and shall end on December 31 of the year. At the end of one year of the two year term, the secretary will send out an "affirmation vote" of each officer and Board of Director representative. The secretary and one other officer will tally the votes. An officer or B.O. D. must receive at least a 50% support vote to continue for the second year of the votes cast using either email or sealed envelope. If the vote is not affirmed, an election will be held following the prescribed election process in the By Laws for the remaining year of the term. No Elected Officer shall serve in the same office for more than four consecutive years. The Board of Directors may waive the term limitation to fill an office vacancy. No Elected Officer may continue in office if the Officer shall move the Officer's residence beyond the borders of the United States or Canada. The Board of Directors of SIR-PCA shall consist of the Elected Officers in addition to Committee Chairs and the previous president. It is possible for an officer to also serve as a Committee Chairperson but still only retains one vote as a director. ARTICLE VI: DUTIES OF SIR-PCA ELECTED OFFICERS Section 1 - Duties of President The duties of the President shall be to preside at all meetings of the Board of Directors and general membership meetings. The President shall perform the duties usually pertaining to the office, as described in the Region Procedure Manual, and may call special meetings of the Board of Directors upon notification to all Board members. In the absence of the President, the Vice President shall preside, and act as President. The President shall review the SIRPCA bylaws every two years and at the beginning of a new term or start of service as a new president to ensure compliance with PCA National requirements, if any, and to fulfill SIR-PCA needs that may arise in the interim 2 year period. Any amendments or revisions deemed beneficial by the President shall be submitted to the SIR-PCA Board members for review and approval. If revisions or amendments to the bylaws are deemed to be necessary during the ensuing two years by the President, or are submitted by one of the members of the Board of Directors, or one of the members of FRV-PCA, the same procedure shall be followed, i.e. review and approval by the President, and subsequent review and approval by the Board members, following procedures in ARTICLE XI: AMENDMENT OF BYLAWS, Section 1 - 6 Amendment of Bylaws. Once approved, the date of review and/or amendment shall be placed at the beginning of the bylaws. The president will be accountable for a minimum of scheduling at least 1 board meeting a quarter and at least 9 events other than meetings during a calendar year. The president is also accountable that nominations and elections are carried out as prescribed according to the By Laws. Failure to meet these minimum requirements will cause review by the BOD to consider dismissal if deemed necessary and to be in the best interest of the club. Dismissal requires a 2/3 vote approval by the remaining BOD. Section 2 - Duties of Vice President The Vice President shall assist the President in the conduct of the administrative affairs of the SIR-PCA and perform such other duties, as described in the Region Procedure Manual, as may be assigned to the Vice President by the President and shall act as President in the absence of the President. Section 3 - Duties of Secretary The Secretary shall perform the duties as described in the Region Procedure Manual, and attend all meetings of the membership and the Board of Directors. The secretary shall keep full and complete minutes of the proceedings and of all votes cast at such proceedings. The Secretary shall cause to be published in the SIRPCA's newsletter notices of proposed and adopted amendments of these Bylaws and other matters relating to the proper conduct of the SIR-PCA. Section 4 - Duties of Treasurer The Treasurer shall have responsibility for all monies, debts, obligations and assets belonging to the SIR-PCA, and duties as described in the Region Procedure Manual. The Treasurer shall receive all monies of the SIR-PCA and deposit them 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 SIR-PCA debts and obligations. The Treasurer shall insure strict compliance with these Bylaws in all matters pertaining to the financial affairs of SIR-PCA. The Treasurer shall cause to be published in the Club's newsletter a summary report in the monthly newsletter on the financial status of the SIR-PCA. The Treasurer shall also give a summary report on the financial status of the SIR-PCA at any meeting of the Board of Directors or general membership meetings. All checks or other orders for the payment of monies in the name of the SIR-PCA shall be signed by the Treasurer, or by such other Board Officer designated by the Board. All reimbursements must be accompanied by a receipt. Expenditures greater than $50 will need the President's approval. The Treasurer shall have responsibility to complete the proper annual tax filings for SIR-PCA and ensure that the State incorporation status for SIR-PCA is updated annually. The Treasurer will supply a copy to the Secretary of the monthly bank statement(s) being used for club business showing balances and transactions for each month. Failure to file bank statements with the Secretary for 2 months in a row or 2 months total during the year will be cause for dismissal at the review of the board with a 2/3 vote approval for dismissal required from remaining board members. It is also the policy of SIR that no "checks to cash" will be written or cash withdrawals made from accounts. The only exceptions for checks to cash or cash withdrawal will be with the written permission of the President to be filed with the Secretary. Violations of Cash policies will also cause the same review for dismissal from the BOD. Email is an acceptable form of written notice. Section 5 - Duties of Events/Membership Chair The Events/Membership Chair shall be responsible for the following: Events - Recommend events and schedule said events with Board approval, work with the Newsletter editor to publicize events, obtain PCA Insurance when applicable, and assist with planning and execution of events. Membership - Process new membership applications, communicate with new members, maintain membership information and data on new members, dropped members, and transfers, and insure all SIR-PCA members are included on email and Newsletter lists. Section 6 - Duties of Newsletter Editor The Newsletter Editor shall prepare, edit, and cause to be distributed a monthly newsletter for the purpose of communicating to membership information pertinent to the activities and operation of the Region. The newsletter shall include but not be limited to, articles about events, a calendar of events, new membership data, a Region President's message, and optional articles of general PCA interest. Section 7 - Duties of Webmaster The Webmaster shall design and frequently update the website to make it attractive to visitors and members, and shall include officer's names and contact information. The website should include upcoming events and recent past events. The Webmaster shall act as point of contact for other PCA region webmasters, and shall coordinate with the Social Media Chair, Newsletter Editor, and the Board of Directors. Section 8 - Duties of Social Media Chair The Social Media Chair shall have responsibility for creation and maintenance of social media representations of SIR-PCA on digital media. The Social Media Chair shall coordinate with the Newsletter Editor, Webmaster, Events/Membership Chair, and other Board members as appropriate to ensure a consistent image of SIR-PCA across all platforms. The Social Media Chair shall also maintain current access information for all social media sites such as passwords and administrative functions in order to enable a smooth transition for subsequent Social Media Chairs. Section 9 - Duties of Safety Chair The Safety Chair shall be responsible for making sure all SIR-PCA driving tours follow national PCA Tour Standards. The Safety Chair shall verify that an Insurance Request Form has been submitted for all Tours; that Release of Liability Waivers have been completed by all participants, and that a formal Drivers/Safety Briefing is conducted prior to Tour departure. The Safety Chair shall maintain a file containing the completed Waivers for all driving tours. Section 10 - Past President The immediate Past President of SIR-PCA shall serve as a voting Board of Directors member for the subsequent two-year term following the election of a new President. The primary function of the Past President shall be to maintain continuity in SIR-PCA activities and to provide guidance and perspective to the newly-elected Board of Directors. Section 11 - Interim Appointments In the event of the death, resignation, disability or disqualification of any Board member, the Board of Directors shall make an interim appointment to the office so vacated for the balance of the unexpired term. Section 12 - Meetings of the Board of Directors Scheduled meetings will be held on a quarterly schedule determined by the President of SIR-PCA. At any meeting of the Board of Directors, a majority of Board members shall constitute a quorum. Section 13 - Emergency Meetings of the Board of Directors Emergency meetings may be called by a majority of the Board in order to discuss and act upon such immediate and critical matters as may be facing the Club and/or its membership. The President shall have the power to call an Emergency Meeting. E-mail, telephone, or such other expedient communications means may be used to conduct the business of such meetings. In addition, proxy powers may be given to a participating Board Member by absent or unavailable Board members via a simple communication to the entire remaining Board, e.g. e-mail. The Secretary or such other designated Board Member shall take minutes of the meeting, document any proxies and shall report to the general membership, as determined by the Board. ARTICLE VII: BOARD OF DIRECTORS (BOD) STRUCTURE AND APPOINTED COMMITTEES The BOD will be made up of the officers of the club as well as all Committee Chairpersons of committees as described in the RPM. Each has one vote on the BOD. It is acceptable that officers can also hold one or more committee chairperson positions but still maintain only one vote on the BOD. The Board of Directors may create other committees from time to time, to exist at its pleasure, as it may see fit. The President, with the advice and majority consent of the Board of Directors, shall appoint the chairs of the Committees and their members, and may in like manner dismiss or replace the Chairs and members. These additional committees do not have a place on the BOD. ARTICLE VIII: ELECTION OF OFFICERS Section 1 - Nominations The Nominating Committee, which shall consist of three members appointed by the President, shall submit to the membership through the Secretary at least 15 days before the chosen date for voting a slate of one or more nominees for those offices about to be vacated. Section 2 - Notice of Elections The Secretary shall prepare a notice using the newsletter or create a special email notice or a postal mailing of a ballot for voting by each active and family active member of SIR-PCA, per Article IV, Section 7 Privileges. Each ballot shall include the names of all qualified nominees and shall include not less than one candidate for each elective office. Incumbent candidates shall be so noted on the ballot and it shall carry an instruction to vote for not more than one candidate for each of the four elective offices. The ballots shall be returned by the voting members to the Secretary by a determined date that meets the objectives described in the By Laws and determined by the President. Section 3 - Results of Elections Before the first day of January, the Secretary and one additional SIR Officer shall tally all ballots. As soon as the count has been completed, the Secretary shall notify the President of the election results. The President shall immediately cause to be notified all successful candidates of the fact of their election. Once the candidates have been notified, the President will forward the election results e-mail from the Secretary to the remainder of the Board of Directors. ARTICLE IX: FISCAL YEAR The fiscal year of the SIR-PCA Club shall be the calendar year. ARTICLE X: AMENDMENT OF BYLAWS Section 1 - Amendment of Bylaws All amendment changes must be distributed electronically to the general membership prior to the meeting. The members of SIR-PCA may alter, amend, or suspend these Bylaws by a majority vote of the members who return their ballot by the given date. Voting may be accomplished using email or sealed envelope. The Secretary will tally the ballots and report the results to the President within two weeks. The President will then inform the membership of the voting results. ARTICLE XI - ENACTING CLAUSE Section 1 - Bylaws These Bylaws shall become effective upon a favorable vote. The Secretary is responsible for keeping the SIR-PCA Bylaws up to date subsequent to any changes. ARTICLE XII-PCA CODE OF ETHICS Section 1 - Code of Ethics of the National Club is incorporated here for member reference. PCA CODE OF ETHICS AND CONDUCT This document is presented to define the standards and ethics to which the organization holds itself, its elected and appointed representatives, its employees, and its members. It supplements but does not replace our established Bylaws and procedures, which are documented elsewhere. The following represents the way we want to be and to do business. PCA is not a political organization. It exists for the benefit of its members, to further their enjoyment of their cars. In the performance of this mandate, it must operate under the rule of law, adhering to the laws of the various countries and jurisdictions under which it exists. This means that illegal behavior is not tolerated, and that close attention is paid to the requirements of the law in the actions of all involved, national and regional officers, individual members, and those within the national office. Beyond this, we accept the obligation to do what is right. An ethical system is based on the mutual benefit of the involved parties; the corollary of this is that we treat neither fellow members nor non-members in a way that is demeaning, embarrassing, derogatory, or otherwise inappropriate. Our natural competitiveness does not extend to taking unfair advantage of others, be they individuals, clubs, or businesses. Actions and words about which there may be some question are undertaken, when possible, only after careful thought and perhaps consultation. Decisions affecting PCA should be either self-obvious or readily explained. Particular attention should be paid to potential conflicts of interest involving special treatment or gifts from individuals or companies possibly hoping to gain something in return. Other potential conflicts of interest, in which an officer, employee, or member must weigh his immediate and personal potential for gain against the best interests of PCA, require special thoughtful attention. Transparency in all actions is desirable. Nothing must be allowed to compromise the integrity, credibility, and best interests of PCA in the making of decisions that affect the club. The culture of PCA is founded on doing the right thing to the best of our ability. Without this we lose our self-respect both as an organization and as individuals, a price that we will not pay. Non-adherence to these principles will not be tolerated; behavior or actions damaging to PCA will be dealt with by the established club Bylaws, and may result in permanent loss of membership. © 2018 Southern Indiana Region, Porsche Club of America. All rights reserved.