Nord Stern has opened a comment period of the Club’s Bylaws. All current members of Nord Stern are encouraged to review the Bylaws shown below and send comments to President@NordStern.org. In conjunction with the 2020 election of officers, the proposed changes to the Bylaws will be put up for a vote as well.
The current Bylaws are shown as standard text. Proposed changes have been highlighted or otherwise noted.
Quick Links to Proposed Changes:
Article II – Members, Meetings of Members, Dues and Fees
Article IV – Meetings of the Board of Directors
NORD STERN REGION OF PORSCHE CLUB OF AMERICA, INC.
The principal office of the corporation shall be at the residence of its duly elected President, or at such other place as the Board of Directors shall designate from time to time. The records of the corporation shall be kept there at its principal office. The corporation may have such other offices as the Board of Directors may designate from time to time.
Members. Meetings of Members. Dues and Fees
Section 1 – Membership
Membership in the Nord Stem Region of the Porsche Club of America 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(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, 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
- ACTIVE – Any owner, lessee or co-owner of a Porsche acceptable to the Board of Directors, who is 18 years of age or older, having paid 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.
- 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 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.
- HONORARY – Any person who, on the affirmative vote of the Executive Council, 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.
- LIFE – Any person who, on the affirmative vote of the Board of Directors, is deemed to have performed such extraordinary service to the Club as to warrant this signal Honor. Any person who is a member in good standing of the Nord Stern Region for 20 25 consecutive years shall automatically be a life member. A life member shall be considered as an Active member under (A) above.
- Increase the number of years to qualify as a life member from 20 to 25.
- AFFILIATE MEMBER – A person, 18 years of age or older, named by the Active Member at the time of joining or any renewal of membership in lieu of a Family Active member.
Section 3- National Membership
All applicants for membership shall be submitted to The Nord Stem Board of Directors which shall either accept or reject the application. Acceptance shall be by a regional official’s signature thereon and transmittal to the National Executive Secretary who shall thereupon enroll the applicant as a member. 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.
Applications for membership may be made either through the National Office or Nord Stern Region, either of which may reject it.
Replace paragraph with the following:
- Applications for membership may be made either through the National Office or Nord Stern Region, either of which may reject it.
Section 4- National and Nord Stern Membership
No active, family-active, associate, nor family-associate member may hold membership in Nord Stem without being a member in good standing of the national club.
No active, family-active, associate, family-associate, or affiliate member may hold membership in the Nord Stern Region without at the same time being a member in good standing of a National Club which are each a separate legal entity.
Replace with the following:
- No active, family-active, associate, family-associate, or affiliate member may hold membership in the Nord Stern Region without at the same time being a member in good standing of a National Club which are each a separate legal entity.
Section 4 – Dues
Annual dues for the various classes of membership shall be determined from time to time by the Board of Directors. Any member who fails to pay any dues may, after reasonable notice, will have their membership canceled.
Section 5 – Membership Year
The membership year shall be the calendar year and terminate each December 31. Annual dues for the new membership year shall be due and payable January 1.
Section 6 – Privileges
Members, including family members, in good standing, shall be entitled to all the privileges of the Club, except that Honorary Members, Associate Members, and Affiliate Members shall be entitled neither to vote nor hold elective office. Only active members and family-active members, in good standing, shall be eligible to be nominated for elective office. A member may cast only one vote in any election or referendum. Family-active members, affiliate members, and family associate members shall not be entitled to receive the Nord Stem newsletter or any duplication of any mailing to the active member.
Section 7 – Suspension
Any member may be suspended by a two-thirds vote of the Board of Directors in accordance with Bylaws, for infraction of National or Regional rules or regulations or for action inimical to the general objectives or best interests of the National or Regional Clubs. 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 or a committee appointed by it for the purpose, 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. Suspensions of active and associate members are also applicable to family-active, family associates, and affiliate members.
Section 8 – Resignations
Any member may resign by addressing a letter of resignation to the Secretary of the Nord Stem Club or the National Executive Secretary Executive Director of the National Office. The recipient shall inform the other members Club of the resignation. A member’s resignation shall become effective upon receipt and all Club privileges shall terminate as of that date. An active member may terminate the membership of an Affiliate member named by written notification.
- Replace “National Executive Secretary” with “Executive Director of the National Office”
- Strike “other members” and replace with “Club”.
Section 9 – Regular Meetings
Regular meetings of the members of this corporation may be held at the discretion of the Board of Directors on an annual or more frequent periodic basis on such dates and at such times and places as may be designated by the Board of Directors in the notices of meeting. At regular meetings the members shall transact such business as may be appropriate for action by members. Due notice of any Club Member Meetings shall be given by publishing in the official publication, Nord Stern, on the Club’s website, or via other electronic notice that reaches the entire membership.
Add the following sentence to the end of the paragraph:
- Due notice of any Club Member Meetings shall be given by publishing in the official publication, Nord Stern, on the Club’s website, or via other electronic notice that reaches the entire membership.
Section 10- Special Meetings
Special meetings of members, for a purpose or purposes appropriate for action by members, may be called by the president or a majority of the Board of Directors or any two or more members thereof. Such meeting shall be held on such date and at such time and place as shall be fixed by the person or persons calling the meeting and designated in the notice of meeting. A special meeting may also be called by at least twenty-five (25) members or five percent (5%) of the members, whichever is less. The members calling such meetings shall deliver to the president a written demand for a special meeting, which demand shall contain the purposes of the meeting. Within thirty (30) days after the receipt of such a written demand for a special meeting of members by the president, the Board of Directors shall cause a special meeting of members to be called and held on notice no later than ninety (90) days after the receipt of such written demand, all at the expense of the corporation. Business transacted at any special meeting of members shall be limited to the purpose or purposes stated in the notice of meeting. Any business transacted at any special meeting of members that is not included among the stated purposes of such meeting shall be voidable by or on behalf of the corporation unless all of the members have waived notice of the meeting.
Special meetings of the members may be called by the President, by a majority of the Board of Directors, or by a petition signed by fifty (50) members. Due notice shall be given stating the date, time, place, and purpose of any such meeting at least ten days before such meeting.
Conduct of Meetings – The President, or in his/her absence the Vice President, shall preside at all meetings and will manage the agenda, discussion and voting.
Replace with the following:
- Special meetings of the members may be called by the President, by a majority of the Board of Directors, or by a petition signed by fifty (50) members. Due notice shall be given stating the date, time, place, and purpose of any such meeting at least ten days before such meeting.
- Conduct of Meetings – The President, or in his/her absence the Vice President, shall preside at all meetings and will manage the agenda, discussion and voting.
Section 11 – Notice of Meetings
Except where a meeting of members is an adjourned meeting and the date, time, and place of such meeting were announced at the time of adjournment, notice of all meetings of members stating the date, time and place thereof, and any other information required by law or desired by the Board of Directors or by such person or persons calling the meeting, and in the case of special meetings, the purpose thereof, shall be given to each active member of record not less than three (3) nor more than sixty (60) days prior to the date of such meeting.
Notices of meeting shall be given to each such member at an address designated by such member or to the last known address of such member, by handing a copy thereof to such member or by publishing notice in the NORD STERN monthly publication, or by any other delivery that conforms to law. Notice by mail shall be deemed given when deposited in the United States mail with sufficient postage affixed. Notice shall be deemed received when it is given.
Any member may waive notice of any meeting of members. Waiver of notice shall be effective whether given before, at, or after the meeting and whether given orally, in writing, or by attendance. Attendance by a member at a meeting is a waiver of notice of that meeting, except where the member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of that item at the meeting.
- Strike the last paragraph
Section 12- Record Date
For the purpose of determining members entitled to notice of and to vote at any meeting of members or any adjournment thereof, or in order to make a determination of members for any other purpose, the Board of Directors of the corporation may, but need not, fix a date as the record date for any such determination of members, which record date, however, shall in no event be more than sixty (60) days prior to any such intended action or meeting.
Section 13 – Quorum for Special Meetings
Ten percent of members or 50 members or which ever is less that are entitled to vote shall constitute a quorum at a meeting of members for the purpose of taking any action other than adjourning such meeting. If a quorum of members are not represented at a meeting, the members present in person shall constitute a quorum for the sole purpose of adjourning such meeting, and majority of the members so present may adjourn the meeting to such date, time, and place as they shall announce at the time of adjournment. Any business that might have been transacted at the adjourned meeting had a quorum been present, may be transacted at the meeting held pursuant to such an adjournment and at which a quorum shall be represented. If a quorum is present when a duly called or held meeting is convened, the members present may continue to transact business until adjournment, even though the withdrawal of a number of members leaves less than the number otherwise required for a quorum.
A quorum at any special meeting of the members shall consist of fifty (50) members in good standing.
- Rename the Section title to “Quorum for Special Meetings”
Replace the paragraph with the following:
- A quorum at any special meeting of the members shall consist of fifty (50) members in good standing.
Section 14 – Action by Written Ballot
An action that may be taken at a regular or special meeting of members may also be taken without a meeting if the corporation mails or delivers to every active member a written ballot describing the proposed actions and providing an opportunity to vote for or against each proposed action. Solicitations under this section shall indicate the number of responses necessary to meet quorum requirements, the percentage of approvals necessary to approve each action and the time by which the ballot must be received by the corporation to be counted. Approval under this section is valid only if the number of ballots received equals or exceeds the quorum required to be present at a meeting authorizing the action and the number of approvals equals or exceeds the number of votes that would be required to approve the action at meeting of which the total number of votes cast was the same as the number of votes cast by ballot.
Board of Directors
Section 1 – Authority
The Board of Directors of the corporation shall direct the general management of the corporation’s affairs. In addition to the powers conferred upon the Board of Directors by these Bylaws, the Board may exercise all powers of the corporation and perform all lawful acts which are not prohibited to it by statute, by the Articles of the corporation or by these Bylaws.
Section 2 – Composition and Election
The Board of Directors shall be composed of not less than three (3) members and the President. The directors shall be elected by mail ballot of the active members. Each shall hold office for a three (3) year term unless a prior vacancy shall occur by reason of death, resignation or removal from office. Term of directors shall be staggered so that one (1) director will be elected each year. All directors shall have equal voting rights.
- Strike “mail” allowing ballots to be submitted by any means available using postal service or online balloting.
Section 3 – Vacancy
If the office of any director becomes vacant for any reason, the Board of Directors may choose a successor, who shall hold office until the next election of members of the class of directors which contains the vacancy.
Section 4 – Conflict of Interest
No Director shall engage in any transaction that could create a conflict of interest with the Club. Directors shall disclose to the Executive Council any potential conflicts between their personal interests and the Club’s. No Director shall vote on any matter in which they have a material financial interest or conflict of interest.
- Insertion of new section.
Section 5 – Removal of Directors
A member of the Board of Directors may be removed by an affirmative vote of a majority of the remaining members of the Board of Directors if the remaining members voting in favor of such removal consider it to be in the best interests of the corporation. Directors must be members in good standing of the Nord Stern Region.
Add the following sentence to the end of the paragraph.
- Directors must be members in good standing of the Nord Stern Region.
NOTE: With the insertion of the new Section 4 (above), renumber this section from the existing “Section 4” to “Section 5”.
Meetings of the Board of Directors
Section 1 – Place of Meetings
The Board of Directors may hold its annual and special meetings at such places, within or without this state, as a majority of the members of the Board of Directors may authorize from time to time.
Section 2 – Annual Meetings
The Board of Directors shall hold an annual meeting at such time and place as the Board of Directors shall determine. At each annual meeting, the Board of Directors shall nominate new officer candidates and shall conduct such other business as may properly come before it.
Section 3 – Special Meetings
Special meetings of the Board of Directors may be called by: (a) the President, or (b) a majority of the members of the Board of Directors. A person entitled to call a special meeting of the Board of Directors may make a written request to the Secretary to call the meeting. The Secretary shall give written notice of the meeting in the manner provided below, and the meeting shall be held between five (5) and sixty (60) days after receipt of the request. If the Secretary fails to give notice of the meeting within three days from the day on which the request was made, the person who requested the meeting may fix the time and place of the meeting, and give notice thereof.
Section 4 – Notice
Written notice, electronically or otherwise, of each regular and special meeting of the Board of Directors shall state the time, place and purpose of the meeting. Such notice shall be delivered personally or mailed, first class, postage prepaid, not less than five (5) nor more than thirty (30) days before the meeting, excluding the day of the meeting, to each director at his or her address according to the last available corporate record. Any director may waive notice in writing before, at, or after a meeting. The waiver shall be filed with the person who has been designated to act as secretary of the meeting, who shall enter it upon the records of the meeting. Appearance at a meeting is deemed a waiver of notice unless the appearance is solely for the purpose of asserting the illegality of the meeting.
- Add definition for written notice: “electronically or otherwise” and scratch delivery mechanisms.
- Scratch text related to waiver notices and delivery.
Section 5 – Voting
At any meeting of the Board of Directors, each director present at the meeting shall be entitled to cast one vote on any question coming before the meeting. The presence of a majority of the members of the Board of Directors shall constitute a quorum at any such meeting, but the directors present at any meeting, although less than a quorum, may adjourn the meeting from time to time. Except as otherwise provided in these Bylaws, a majority vote of the directors present at any meeting, if there be a quorum, shall be sufficient to transact any business.
Section 6 – Action in Writing
An action required or permitted to be taken at a meeting of the Board of Directors and which does not require the approval of the members of the corporation may be taken by written action signed by the number of directors that would be required or permitted to take such action at a meeting of the Board of Directors at which all directors were present; provided, however, that a Board of Directors’ action requiring Member approval may be taken by written action only if signed by all the Directors then in office.
Section 7 – Meeting by Means of Conference Telephone
Members of the Board of Directors of the corporation, or any committee designated by the Board of Directors, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section shall be constitute presence in person at such meeting.
Section 1 – Election
The following officers of this corporation shall be elected annually by written ballot by the members of the corporation, for a term of one year except for the officers of the Treasurer and Secretary which may be two years, which term shall begin on January 1 and end December 31: (a) a President, (b) a Vice President, (c) a Treasurer, and (d) a Secretary. Terms for the Treasurer and Secretary may be extended by a vote of the Board of Directors.
- Scratch text related to written ballot.
Add this sentence to the end of the paragraph:
- Terms for the Treasurer and Secretary may be extended by a vote of the Board of Directors.
All balloting shall be by mail. Ballots will be printed or inserted in the NORD STERN. Votes shall be cast on the ballot as printed in or inserted in NORD STERN, indicating the member’s choice of candidates and office for which they stand, and must be signed by the member. Any active member shall be entitled to write in the name of any member in good standing as his or her choice for any office. All Ballots shall be mailed to a designated board member and must be received no later than the date set forward in the notice of election. Ballots not in accordance with the above shall be invalid.
Ballots may be written or electronic as directed by the Board of Directors.
- Replace the paragraph related to balloting by mail with sentence allowing ballots to be filed by written or electronic means.
The board member shall tabulate the votes cast within fifteen days of the return date and shall make a written report to the President. The Secretary and a member at large of the Club shall tabulate the votes cast within ten (10) days of the close of the election and shall report the results to the President. The member who receives the greatest number of votes cast for the office for which he or she is a candidate shall be declared elected.
- Replace the lead-in sentence, changing how votes are tabulated and reported.
Section 2 – President
The President shall be Chief Executive Officer of the corporation and shall preside at meetings of the Board of Directors. The President shall direct the general management of the business of the corporation under the supervision and direction of the Board of Directors and shall see that all orders and resolutions of the Board are carried out. The President shall execute all contracts or instruments requiring an officer’s signature, unless the Board directs otherwise. The President shall from time to time make such reports to the Board of Directors as it may request. The President shall have the general powers and duties usually vested in the office of the President of a corporation and shall have such other powers and perform such other duties as the Board of Directors may prescribe from time to time.
Section 3 – Vice President
The Vice President shall have such powers and perform such duties as the President or the Board of Directors may prescribe from time to time. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President, in the absence of any such designation, in the order of their election, shall perform the duties of the President, and, when so acting, shall have all the powers of, and be subject to all of the restrictions upon, the President.
Section 4 – Secretary
The Secretary shall record all proceedings of the meetings of the Board of Directors and meetings of the membership. He or She shall give, or cause to be given, all notices of meetings of the Board of Directors and all other notices required by law or by these Bylaws, and in the case of his or her absence, refusal or neglect to do so, the President may give any such notice. The Secretary shall be the custodian of all books, correspondence and papers relating to the business of the corporation, except those maintained by the President or the Treasurer. The Secretary shall prepare and present to the Board of Directors such reports as the Board may request at such time as it may designate. The Secretary shall have such other powers and perform such other duties as the Board of Directors shall prescribe from time to time.
Section 5 – Treasurer
The Treasurer shall be the chief financial officer of the corporation. He or she shall have custody of all funds and securities of the corporation and shall disburse the funds of the corporation as may be ordered from time to time by the President or the Board of Directors. When necessary and proper, the Treasurer shall endorse on behalf of the corporation all checks, drafts, notes and other obligations and evidences of the payment of money payable to this corporation, and shall deposit the same, together with all other funds of the corporation coming into his or her possession, in such banks as may be selected by the Board of Directors. He or She shall keep full and accurate financial records for the corporation, which shall be open at all times to the inspection of the Board of Directors. The Treasurer will see to it that tax returns are filed in all jurisdictions as required by law as well as updating the Corporation filing requirements. The Treasurer shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe.
- Add sentence requiring Treasurer file appropriate tax returns and update filing requirements as needed.
Section 6 – Financial Accounts
The Executive Council will specify a minimum of one additional Elected Officer’s name other than the Treasurer as signature authority on the Club’s accounts.
- Add new section.
Section 1 – Executive Council and Other Committees
The Board of Directors may act through an Executive Council or such other committees as may be specified in resolutions adopted by the Board of Directors. Each such committee shall have the duties and responsibilities imposed on it from time to time by the Board of Directors, and shall at all times be subject to the direction of the Board of Directors.
Section 2 – Executive Council
The elected officers of the Club and the Board of Directors shall constitute the Executive Council of the Club. The Executive Council shall be responsible for the proper conduct of the administrative committees, and shall insure compliance with these Bylaws. All decisions of the Executive Council shall be by a majority vote unless otherwise provided by these Bylaws.
The Fiscal year of this corporation shall be the twelve-month period established by a resolution of the Board of Directors. However, the first fiscal year of the Corporation may be a shorter period if permitted by law and established by a resolution of the Board of Directors.
Section 1 – Review
Bylaws will be reviewed annually by the Board of Directors in January. Note: annual review is important for the newly elected Board of Directors so that they are aware of how the Club is to function.
- Add new section.
NOTE that adding a new Section 1 bumps the number for remaining sections of the Article.
Section 2 – Amendments
The members may amend this corporation’s Articles of Incorporation and these Bylaws to omit or include any provision which could be lawfully omitted or included at the time of such amendment. Any number of amendments, or an entire revision of the Articles of Incorporation or Bylaws, may be voted upon at a meeting of Members and shall be adopted upon receiving an affirmative vote by a majority of the ballots returned subject to Nord Stem voting rales. A quorum of fifty seventy five (75) members is needed to effect the proposed changes.
- Increase quorum requirements from 50 to 75 members.
Section 3 – Indemnification
This corporation shall indemnify its officers, directors, members, employees and agents against judgments, penalties, fines, settlements and reasonable expenses, including attorneys’ fees, and disbursements incurred by such persons in connection with a proceeding in which they are or are threatened to be made a party by reason of their action on behalf of the corporation. In order to avail himself or herself of this indemnification provision, however, a person must: (1) not already be indemnified by another organization in connection to the same proceeding and the same acts or omissions; (2) have acted in good faith with respect to the acts or omissions complained; (3) have received no improper personal benefit; (4) in the case of a criminal proceeding, have had no reasonable cause to believe his or her conduct was unlawful; (5) in the case of a civil proceeding, have reasonably believed that he or she was acting in the best interests of the corporation.
Section 4 – Obligations and Indebtedness
Only the elected Officers or persons authorized by the Executive Council to act on behalf of the Club shall incur any obligations or indebtedness incurred in accordance with the provisions of these Bylaws shall be incurred solely as corporate obligations. No personal liability whatever shall attach to or be incurred by any member or Officer of the Club by reason of any such corporate obligation or liability.
The President shall prepare a budget for the year. The Board of Directors shall review, amend, and approve the budget. No elected officer or any other person authorized to act in behalf of the Club shall incur any obligation or indebtedness in the name of the Club over $50 $100 without the approval of the President or Vice President in his or her absence. The President or Vice President cannot approve expenditures over $500 $1000 above the budget without the majority approval of the Board of Directors. The following exceptions apply:es
- Printing, mailing, postage and stenographic expenses of the Club’s official publication.
- Stationery and postage for ordinary administrative use
- Modify maximum expenditures
- Remove exceptions.
Section 4 – Unauthorized Obligations
No elected officer or any other person authorized to act in behalf of the Club shall incur any obligation or indebtedness in the name of the club which is not for the general benefit of the entire membership of the Club nor shall the Executive Council or the Board of Directors approve the incurring of any such obligations or indebtedness. The incurring of any obligation or indebtedness in the name of the Club by any elected officer or member in contravention of these Bylaws shall be an ultra vires act. The person or persons responsible for such actor acts shall be personally liable, individually and collectively, to the Club in an amount equal to the obligations or indebtedness which the Club may be required to pay.