Typ 356 Northeast is dedicated to the preservation and enjoyment of the
356 Porsche and to the fellowship of 356 enthusiasts

BYLAWS
of
TYP 356 NORTHEAST

--  A Vintage Porsche Club  --

Amended September 2009

CHARTER
TYP 356 Northeast is dedicated to the preservation and enjoyment of the 356 Porsche and to the fellowship of 356 enthusiasts

PREAMBLE
To share our knowledge of, interest in and enthusiasm for
TYP 356 Porsche automobiles

To stimulate interest in and foster appreciation for
TYP 356 Porsche automobiles

To help our members maintain, enjoy and preserve
TYP 356 Porsche automobiles

To plan sponsored events that encourage member participation

We unite to form the TYP 356 Northeast

ARTICLE I

THE NAME OF THE CLUB shall be "TYP 356 Northeast", hereinafter referred to as "the Club".  The written logo of the Club shall be “TYP356ne”.

ARTICLE II

THE PURPOSE OF THE CLUB shall be as stated in the Preamble to these Bylaws.  To these ends, the Club shall:

A.    Make decisions that will perpetuate the Charter

B.     Serve as an information resource for members

C.     Publish a newsletter of general interest to members

D.    Facilitate contact between members

E.     Provide events of interest to the members

F.      Offer selected club merchandise for sale to members

G.    Facilitate technical assistance for members

H.    Support the ideals and charter of the 356 Registry, Inc.

I.       Continuously refine and improve the Club standards to reflect member interests

J.       Maintain an electronic web site ---  www.typ356ne.org --- for the benefit of Club members

      

ARTICLE III

MEMBERSHIP ELIGIBILITY:  Membership in the Club is open to anyone who has interest in Porsche TYP 356 automobiles. Ownership of a Porsche TYP356 automobile is not required.

ARTICLE IV

TYPES OF MEMBERSHIPS. There shall be three types of memberships in the Club: Regular Member, Associate Member and Lifetime Member.

  1. A Regular Member shall be any individual who applies for membership, is approved by the Board of Directors and pays membership dues.
  2. An Associate Member shall be any family member(s) or person designated by any Regular Member.
  3. A Lifetime Member shall be any person nominated and approved for Lifetime Membership status by unanimous vote of the Board of Directors.  Lifetime Members are exempt  from paying annual membership dues.

ARTICLE V

GENERAL PRIVILEGES AND RESPONSIBILITIES OF MEMBERS shall include the following:

  1. A Regular Member shall have one vote in Club Officer elections.
  2. A Regular Member shall be eligible to run for and hold office in the Club; except for those members with a conflict of interest as defined in Article XI, paragraph B.
  3. A Regular Member shall receive the Club newsletter.
  4. An Associate Member may upgrade that status at any time and apply to become a Regular Member in accordance with Article VII.
  5. A Regular Member shall be eligible to attend any and all Club events.
  6. A Regular Member shall be eligible to access general Club electronic communication.
  7. Each category member shall conduct himself or herself in a manner which is a credit to the well being of the Club, complying with these Bylaws and other rules and regulations as may be prescribed by the Club.

ARTICLE VI

THE TERM OF MEMBERSHIP corresponds to the calendar year. The membership term of those members joining between January 1 through September 30 ends December 31 of the same year. The membership term of those joining between October 1 and December 31 ends December 31 of the following year.

ARTICLE VII

MEMBERSHIP DUES shall be an annual fee prescribed by the Board of Directors and may be changed from time to time as the Board of Directors may determine.

  1. New members must pay membership dues plus a new member fee, if prescribed by the Board of Directors.
  2. Membership dues shall be payable to the Club.  Renewal dues received after the end of the membership period, plus a ninety-day grace period, will cause the member to be considered a lapsed member, thus incurring the new member fee, if any.
  3. No member may be considered a member of the Club without payment of the annual fee ("dues"), except under the provisions for Associate Members and Lifetime Members.

ARTICLE VIII

A BOARD OF DIRECTORS comprised of elected Club Officers, appointed Directors and Directors At Large shall administer the Club.

CLUB  OFFICERS:  The Club Officers are elected by the membership. Each Club Officer is also a Director. Club Officers are composed solely of the following four positions:

  1. President
  2. Vice President
  3. Secretary
  4. Treasurer

An appointed DIRECTOR is selected by a three-fourth’s vote of the Board of Directors. The Board of Directors shall appoint Directors to fulfill the following roles:

 

A.    Newsletter Editor

   B.  Membership Chair

   C.  Technical Coordinator

D.  Sponsorship Coordinator

E.  Spring Tourmeister

F.      Website Coordinator

G.  Event Promoter

Directors in addition to those above may be added by the Board of Directors.

In addition, the Board of Directors may appoint Directors At Large to serve on the Board Of Directors.  Any member in good standing may volunteer to be a Director At Large. 

In the event of a Board of Directors vacancy, the Board of Directors shall appoint, by majority vote, a member-in-good-standing to the vacant position.

ARTICLE IX

GENERAL DUTIES OF THE BOARD OF DIRECTORS shall be to execute the duties identified in Article II.

CLUB OFFICERS shall have duties as described below:

  1. President: The President shall have general authority for the supervision, direction, and control of the business and affairs of the Club. S/He shall call and preside at all meetings of the Board of Directors.
  2. Vice President: The Vice President shall, in the absence of the President, perform all duties of the President or fulfill such other roles as may be necessary.
  3. Secretary: The Secretary shall keep a complete and accurate record of the proceedings of Board Meetings (the Minutes) and shall publish and provide copies of the records to the Board of Directors. Upon approval by the Board of Directors, the Minutes shall be posted on the club website.
  4. Treasurer: The Treasurer shall receive, keep, and pay out funds of the Club in a manner approved by the Board of Directors and shall provide periodic financial reports.  S/He shall also be responsible for the timely execution of all forms and records related to taxes and corporate status.

APPOINTED DIRECTORS shall have duties as described below:

A   Newsletter Editor:  The Newsletter Editor shall prepare and publish a newsletter             on  a regularly scheduled basis, either in printed form and/or on the Club website.

B.  Membership Chair:  the Membership Chair shall keep a complete and accurate record of Members and shall publish and provide copies of the records to the Board of Directors.

C.  Technical Coordinator:  The Technical Coordinator shall present, from time to time, subjects of technical interest to the General Membership to the Board Of Directors for approval.  Upon approval, s/he shall schedule, arrange and coordinate – as necessary – for presentation to the Membership.

D.  Sponsorship Coordinator:  This position will source various prospective sponsors for approval by the Board of Directors.  Sponsor’s businesses should be related to the 356 Porsche in some manner.  Upon approval, sponsors must supply graphics and copy for the size and price of the ad they select to appear in the Club Newsletter.  Sponsors will also be granted membership in the Club for the duration of their ads and will be encouraged to host a club event.

E.  Spring Tourmeister:  The Spring Tourmeister shall recommend a site suitable for a minimum two night annual tour for the membership.  S/He shall coordinate with the site and others to arrange and finalize commitments for details of the tour.  The Tourmeister may also ask for volunteers to assist in the completion of this planning and execution, at his/her discretion.  The Spring Tourmeister shall also be reimbursed for expenses in the completion of the planning process such as gas, meals, etc. from the funds of the Club upon submission of receipts and approval by the Board Of Directors.

F.  Website Coordinator:  This position maintains the Club web site.  S/He will suggest changes, additions, deletions, etc., to the Board of Directors from time to time and, upon approval, will coordinate to institute those changes.  The position will ensure that all information on the site is correct and current.

G.  Event Promoter:  This position will assist in the promotion of approved club events to increase awareness and attendance.  S/He will coordinate closely with the event host and, with the host’s approval, may supplement the host’s activities to maximize attendance.  In the case of a club event with no designated host, the Event Promoter will provide all promotional activity.

Each Club Officer and Director shall have other duties as prescribed by the Board of Directors.

ARTICLE X

GENERAL AUTHORITIES OF THE CLUB OFFICERS AND DIRECTORS.

The Club Officers shall have the authority to:

  1. Appoint Directors
  2. Expel or Suspend Members

The Board of Directors shall have the authority to:

  1. Obligate and pay out the funds of the Club.
  2. Enter into contracts on behalf of the Club.
  3. Appoint persons and/or committees to perform the specified functions of the club.
  4. Appoint a Election Committee in accordance with Article XI.
  5. Designate Lifetime Members in accordance with Article IV.
  6. Change these Bylaws in accordance with Article XV.
  7. Take other such actions as may be necessary for fulfilling the purposes of the Club.

ARTICLE XI

ELECTION OF CLUB OFFICERS. The Club Officers shall be elected by the membership. The elections shall be conducted as follows:

  1. The Club Officers shall biannually appoint an Election Committee for the purpose of seeking candidates for Club offices and for organizing and conducting Club elections.
    1. The Election Committee shall be composed of up to three members in good standing.
    2. One member of the Election Committee shall be designated as Election Committee Chair.
    3. The Chair of the Election Committee shall be responsible for overseeing all activities of the Election Committee, for seeking well qualified candidates for Club and for conducting elections in accordance with these Bylaws.
    4. The Election Committee shall not obligate or otherwise expend any Club funds without the approval of the Board of Directors.
    5. The term of appointment on the Election Committee expires upon the completion of the election . Members of the Election Committee may apply for and serve successive terms.
  2. Candidates for Club office must be members in good standing and also meet the following requirement(s):   Candidates for Club office must not have a conflict of interest.  Determination of a potential conflict of interest shall be made by the Election Committee, on a case-by-case basis.
  3. No person may hold more than two Club offices at any simultaneous time.
  4. The Election Committee shall provide each member with a ballot to vote for the Club Officers. The ballot may be a part of, or included with, the Club newsletter, or may be sent via separate correspondence including via e-mail. The Election Committee shall set a deadline date for the return of completed ballots which shall be at least 30 days after the date of the ballots. Club Officers shall be elected based on a simple majority among the ballots returned by the deadline date.

ARTICLE XII

TERM OF OFFICE OF CLUB OFFICERS. Club Officers shall serve a term of office of two years, and may seek reelection as many times as they may desire. The term of office for Club Officers is from February 1 to January 31 of the second year.  Appointed Directors shall be appointed for a term of two years, concurrent with the Club Officers and may serve as many times as they may desire.

ARTICLE XIII

BOARD MEETINGS. Club business shall be conducted by the Board of Directors at Board Meetings.

  1. The President shall have the authority to call and preside at Board Meetings.
  2. There shall be a quorum of the Directors at a Board Meeting before any Club business may be conducted.  A quorum shall be comprised of a simple majority of the Directors.
  3. Each Director shall have one vote. Any person simultaneously holding two Club offices shall also have only one vote.
  4. A simple majority vote among a quorum of the Club Officers shall be required for the determination of Club business, except under the provisions of Article IV Section D (Designation of Lifetime Members), Article IX (Appointing Directors) Article XIV (Suspension and Expulsion of Members) and Article XV (Amendment of the Bylaws).
  5. All Members in good standing are encouraged to attend and contribute to Board of Directors meetings.

ARTICLE XIV

SUSPENSION AND EXPULSION OF MEMBERS. The elected Club Officers can by a vote of at least three-fourths of the Board of Directors suspend or expel from the Club any member whose conduct is deemed to be contrary to the interests and well-being of the Club or its members. A member so suspended or expelled shall forfeit all privileges of a membership and all rights against the Club, and shall receive a prorated refund of dues.

  1. The Club Officers shall set an effective date for an expulsion. The expelled member shall receive at least 15 days prior notice specifying the reason(s) for the proposed action. The affected member may be heard, in writing only, at least 5 days before the effective date of the expulsion, by the Board of Directors. The Board of Directors is authorized to make the final decision on whether the proposed suspension shall actually take place. An expelled member shall not ever again be eligible for membership.
  2. The duration and effective date of a suspension shall be set by the Board of Directors. The member shall receive at least 15 days prior notice specifying the reason(s) for the proposed action. The affected member may be heard, in writing only, at least 5 days before the effective date of the suspension, by the Club Officers. The Club Officers are authorized to make the final decision on whether the proposed suspension shall actually take place. At the end of the suspension period, the suspended member may reapply for membership.

ARTICLE XV

AMENDMENT OF THE BYLAWS. These Bylaws may be amended by the following process only:

  1. At any Board Meeting, the Board of Directors may approve amendment(s) to these Bylaws with a minimum vote of at least three-fourths of the quorum voting in favor of the amendment(s). The amendment(s) then become(s) (a) "proposed" amendment(s).
  2. Following approval of proposed amendment(s) to these Bylaws, a written notification of the change(s) shall be published in the Club Newsletter and/or on the Club website and/or by electronic mail.  The notification shall include the entire text of the proposed Bylaws.
  3. The proposed amendment(s) shall then be reviewed by the members for a minimum of (thirty) days, during which time the Board of Directors shall receive and, when appropriate, respond to member inquiries and comments on the proposed amendment(s).
  4. After a 30-day membership review period, the Board of Directors shall again vote on the proposed amendment(s). The proposed amendment(s) shall then become effective only if again approved by a minimum vote of at least three-fourths of the quorum.

End of Bylaws