CLUB BYLAWS

CHARTER

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

PREAMBLE

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We unite to form the TYP 356 Northeast club

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• To share our knowledge of, interest in and enthusiasm for Type 356 Porsche automobiles.

• To stimulate interest in and foster appreciation for Type 356 Porsche automobiles.

• To help our members maintain, enjoy and preserve Type 356 Porsche automobiles.

• To plan sponsored events that encourage member participation.

 

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”.

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ARTICLE II

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The purpose of the Club shall be as stated in the preamble to these bylaws. To these ends, the Club shall do its best to:

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 the Club members

K. Provide a closed email (or other suitable electronic media) system of communication between club members for the sole purpose of disseminating information related to Porsche automobiles and activities.

      

ARTICLE III

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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

 

A member can be one of the following: regular member, associate member, or lifetime member.

 

A. Regular member: any individual, who applies for membership, and pays membership dues. The board of directors has the right to reject the membership of any individual or organization that is deemed inconsistent with the interests and well being of the club.

 

B. Associate member: one person designated by any regular or lifetime member.

 

C. Lifetime member: any person nominated and approved for lifetime membership status by unanimous vote of the board of directors.  Lifetime members have all of the rights of a regular member and are exempt from paying annual membership dues.

 

ARTICLE V- GENERAL PRIVILEGES AND RESPONSIBILITIES OF MEMBERS

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A. All members shall conduct themselves in a manner which is a credit to the wellbeing of the Club, complying with these bylaws and other rules and regulations as may be prescribed by the Club.

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B. All members shall have one vote in the Club officer elections.

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C.  All members 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.

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D. All members shall be eligible to attend any and all of the Club events. Members are allowed to bring guests to club events, except to those events that have guest restrictions that are defined prior to the event.

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E. All members shall be eligible to receive the Club newsletter, see item F.

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F.   All members shall be eligible to access the Club general electronic communication. Associate members must provide separate contact information to the membership chairman to have their own electronic communication with the Club.

 

ARTICLE VI - THE TERM OF MEMBERSHIP

 

A member’s term 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.

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ARTICLE VII- MEMBERSHIP DUES

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Dues are an annual fee prescribed by the board of directors and may be changed from time to time as the board of directors may determine.

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A. All regular members must pay membership dues annually during the renewal period. The renewal period will be January 1st to February 1st of each year unless otherwise specified in advance by the board of directors.   

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B. Membership dues shall be payable to the Club.  Renewal dues not received by the end of the membership renewal period, plus a thirty-day grace period, will cause the member, and their designated associate member, to be considered lapsed members. They will be removed from the membership list until the dues are paid. Dues paid after the end of the grace period are subject to an additional charge as defined by the board of directors.

 

 

ARTICLE VIII - BOARD OF DIRECTORS

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A board of directors, comprised of the elected Club officers, and appointed directors shall administer the Club.

 

Club Officers:  The Club officers are elected by the membership, following the requirements defined in Article X1. Each of the Club officers is also a director. The Club officers are composed solely of the following four positions:

 

A. President

B. Vice President

C. Secretary

D. Treasurer

 

Appointed Directors: The board of directors may elect any member, in good standing, to be a director. The directors are elected if they receive three-fourths of the votes cast in a valid board of director’s vote.  

 

Past President: The immediate past president will automatically become a director for the 2 years following the completion of their term.

 

Key Members: The board of directors may appoint members to fulfill the following roles:

A.  Newsletter editor

B.  Membership chair

C.  Technical coordinator

D.  Sponsorship coordinator

E.   Tourmeister

F.  Website coordinator

G.  Event promoter

 

ARTICLE IX - GENERAL DUTIES  

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BOARD of DIRECTORS:  take actions as necessary to insure that the purpose of the club as identified in Article II is achieved.

 

CLUB OFFICERS: perform the duties described below:

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A. President: The president shall have general authority for the supervision, direction, and control of the business and affairs of the Club. The president shall call and preside at all meetings of the board of directors.

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B. 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.

 

C. 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.

 

D. 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

 

KEY MEMBERS:  perform the duties as described below:

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

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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.

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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.

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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.

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E. Tourmeister: The Tourmeister may recommend a site(s) suitable for a minimum one night   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 Tourmeister may 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.

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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.

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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.

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Each Club officer, director, and key member may have other duties as prescribed by the board of directors.

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ARTICLE X - GENERAL AUTHORITIES OF THE CLUB OFFICERS AND DIRECTORS

 

The Club officers shall have the authority to:

 

A. Obligate and pay out the funds of the Club. All payments over $300 require prior approval of the board of directors.

 

B. Enter into contracts on behalf of the Club. All contracts valued over $300 require prior approval of the board of directors.

 

The board of directors shall have the authority to:

 

A. Appoint directors.

B. Expel or suspend members.

C. Approve all payments and contracts made by the Club valued over $300.

D. Appoint persons and/or committees to perform the specified functions of the Club.

E. Appoint an election committee in accordance with Article XI.

F. Designate lifetime members in accordance with Article IV.

G. Change these bylaws in accordance with Article XV.

H. Take other such actions as may be necessary for fulfilling the purposes of the Club

 

 

ARTICLE XI- ELECTION OF CLUB OFFICERS

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The Club officers shall be elected by the membership. The elections shall be conducted as follows:

 

A. 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, and - in conjunction with the board of directors- shall seek qualified candidates for the four elected club offices, and for conducting elections in accordance with these bylaws.

4.       The election committee shall not obligate or otherwise expend any of the 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 serve successive terms.

 

B. Candidates for the Club offices must be members in good standing and also meet the following requirement: Candidates for the Club offices must not have a conflict of interest.  Determination of a potential conflict of interest shall be made by the board of directors, on a case-by-case basis.

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C. No person may hold more than one of the Club offices at the same time.

 

D. 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. The Club officers shall be elected based on a simple majority of the membership as determined by the election committee.

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E. If any officer position is vacant at any time, the position(s) may be filled by any member in good standing if they receive a unanimous vote of the board of directors. Positions filled this way shall have a term concurrent with that of the elected officers.

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ARTICLE XII - TERM OF OFFICE OF CLUB OFFICERS AND DIRECTORS

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The 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 the Club officers is from February 1 to January 31 of the second year.  Appointed directors are appointed for a term concurrent with the Club officers and may serve as many times as they may desire.

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ARTICLE XIII - BOARD MEETINGS

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The Club business shall be conducted by the board of directors during board meetings. The board meetings may be held in person or by appropriate electronic media.

 

A. The President shall have the authority to call a board meeting at any time and preside over the meeting, if necessary, any officer can call a meeting and perform the president’s duties.

 

B. There shall be a quorum of the directors participating in a board meeting before any Club business may be conducted.  A quorum shall be comprised of a simple majority of the total number of directors. Board members are considered to be attending the board meetings either in person or by appropriate electronic media.

 

C. Each director shall have one vote.  

 

D. A simple majority vote among a quorum of the Club officers shall be required for the determination of the Club business, except under the provisions of Article IV Section D (Designation of lifetime members), Article IX (Appointing directors), Article X1, (Election of officers) item E, Article XIV (Suspension and expulsion of members) and Article XV (Amendment of the bylaws). Abstaining voters are not considered to be participating in the vote or part of the quorum.

 

E. All Members in good standing are encouraged to attend and contribute to board of directors meetings.

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ARTICLE XIV- SUSPENSION AND EXPULSION OF MEMBERS

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The Club 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.

 

A. Expulsions: The board of directors shall set an effective date for an expulsion. The expelled member shall receive, at least 15 days prior to the expulsion date, a written notice specifying the reason(s) for the proposed action. The affected member may appeal the expulsion to the Board of Directors in writing at least 5 days before the effective date of the expulsion. Verbal appeals may be heard, following the written appeal, if allowed by the board of directors. After reviewing the appeal, 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.

 

B. Suspensions: 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 appeal the suspension to the board of directors, in writing, at least 5 days before the effective date of the suspension. Verbal appeals may be heard, following the written appeal, if allowed by the board of directors. After reviewing the appeal, the board of directors is 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’s membership is automatically reinstated.    

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C. All votes taken by the board of directors relative to the expulsion and or suspension of a member shall be taken in private.

 

ARTICLE XV- AMENDMENT OF THE BYLAWS

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These bylaws may be amended by the following process only:

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A.   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). The approvals may be done at a board of directors meeting or by appropriate electronic media.

 

B. 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.

 

C. The proposed amendment(s) shall then be reviewed by the members for 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).

 

D. After the 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.

 

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End of bylaws