2025 Bylaws of Ozark Lakes Region Porsche Club of America
ARTICLE I: NAME
The name of the Club shall be the Ozark Lakes Region, Porsche Club of America (hereinafter sometimes referred to as the “Club”).
ARTICLE II: GENERAL OBJECTIVES
The general objectives of the Club, to which its members are joined together and mutually pledged, shall be the furtherance and promotion of the following:
A. The highest 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. The preservation of the independence of the Porsche Club of America (hereinafter sometimes referred to as “PCA”) and the Club, free of control or undue influence by any outside individual, organization, company, or other entity, no matter how closely aligned to the Club in interest or purpose. In furtherance of this goal, the Club shall remain a totally member – driven and primarily member-financed independent entity allowing neither inappropriate nor undue influence, financial or material, from outside its domain, owing allegiance only to its members.
ARTICLE III: Powers and Badge
Section I – Powers
The Club shall be empowered to do all things and conduct all business, not for profit, necessary to carry out the general objectives of the Club as set forth in the Certificate of Incorporation, issued under the statutes of the state of Missouri, and in these Bylaws.
Section 2 – Badge
The badge of the Club shall be the Ozark Lakes Porsche Club Shield with the words ‘Porsche Club of America” and the letters PCA in the middle of the shield. The logo/badge for the Club shall be as shown on Exhibit A to these Bylaws. Other than the alternate Heritage badge set forth on Exhibit “B” and incorporated herein by this reference, no substantial alteration to the logo/badge may be adopted by the Club unless approved by a 75% majority vote of its active and family active members. The Badge as set forth on Exhibit B may be used at any time that a majority of the Board of Directors shall so elect.
ARTICLE IV: Memberships, Dues and Fee
Section 1 – Membership
Membership in the Club 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
A. ACTIVE – Any owner, lessee or co-owner of a Porsche acceptable to a Regional Club, who is 18 years of age or older, having paid Club dues and fees as required.
B. FAMILY-ACTIVE – An individual requested by an active member as his or her family active member, restricted to persons 18 years of age or older, whether otherwise qualified for active membership by ownership of a Porsche or not.
C. 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 (B) above, may continue as a family-associate member similarly.
D. AFFILIATE MEMBER – A person, 18 years of age or older, named by the active member at the time of joining or at any renewal of membership in lieu of a family-active member.
Section 3 – National and Regional Club Membership
No person may hold membership in the Club without at the same time being a member in good standing of PCA.
Section 4 – Membership Application
Applications for membership may be made either through the PCA National Office or the Club, either of which may reject it on any non-discriminatory basis, or no basis at all.
Section 5 – Dues
National annual dues for the various classes of membership shall be determined from time to time by the National Board of Directors. National dues shall be collected by the National Club, which shall refund to the Club a portion of such dues. National dues shall be due and payable at the end of the month in which the member joined or in which the member last renewed.
Section 6 – Membership Year
The membership year for members in Ozark Lakes Region set forth by the National organization who will manage renewal notices. Members who do not renew shall be dropped from membership.
Section 7 – Privileges
Members, including family members, in good standing shall be entitled to all the privileges of the Club, except that associate members and affiliate members shall be entitled neither to vote nor hold elective office, and except further that family-active members, affiliate members, and family associate members shall not be entitled to receive any duplication of any Club mailing to the active member. Ballots will be mailed (or if electronic means shall have been approved in accordance with these Bylaws, then by mail, by electronic means or any combination thereof), 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 Club office. The active and family active members may cast only one vote each in any election or referendum.
Notwithstanding anything to the contrary set forth herein, or all voting purposes, the Club shall obtain and use as its guide for all eligible voters, the then current listing of active and voting eligible members as created and held in the books of the PCA as related to Club members. Each active member and family-active member will be entitled to vote on issues put to Club vote.
Section 8 – Suspension
Any member may be suspended by a two-thirds vote of the Board of Directors or by a National Club in accordance with its Bylaws for infractions of the Club or National rules or regulations or for actions detrimental to the general objectives or best interests of Club or PCA. 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 PCA National Board of Directors or a committee appointed by the National Executive Council for the purpose, concerning the alleged misconduct. In order to be considered valid, such appeal must be made in writing within 45 days of the written suspension notification. If the suspension was not for a stated length of time and no written appeal is tendered, the member is automatically expelled from PCA at the end of the 45-day appeal window. In the event of an appeal, the Board of Directors may thereafter continue the suspension for a definite time, lift 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
Any member may resign by addressing a letter of resignation to the Secretary of the Club or to the Executive Director of the National Office. The recipient shall inform the other of the resignation. The member’s resignation shall become effective upon receipt and all Club privileges shall terminate as of that date. Resignation of an active member likewise terminates membership of his/her family or affiliate member. An active member may terminate the membership of an affiliate member named by written notification to the Executive Director of the National Office.
Section 10 – Transfers
Any member may request for transfer out of Ozark Lakes Region to another region within the PCA. This request shall be submitted in writing (including electronic mail) to the National office.
ARTICLE V: Elected Officers and Voting Members
Section I – Elected Officers
The elected officers of the Club shall be a President-Elect, Secretary, and Treasurer with the President-Elect assuming the office of President in the beginning of the second year and President assuming the office of Past President in the beginning of the third year. The terms of President-Elect, President and Past President shall be one year and shall end on December 31. The term of Secretary and Treasurer shall be two years and shall end on December 31. No elected officer shall serve in the same office more than 1 term. No officer may continue in office if he/she shall move his/her residence beyond the borders of the Region. The elected officers of the Club shall also serve as the Board of Directors for the purpose of state reporting. An individual may hold only one officer position at any given time.
Section 2 – Voting Members
In addition to the Elected Officers, two members will be elected to serve on the Board of Directors to serve as Voting Members and represent a broader selection of the general membership. The term of the Voting Members shall be two years and shall end on December 31. Voting members will be elected annually, individually on alternating years following the same rules and procedures as the elected officers. At the first election after the ratification of these by laws by the membership, the two individuals receiving the most votes shall be elected to this office with the person receiving the most votes elected for a two year term and the second highest vote recipient being elected to a one year term. At each subsequent election, the term will be for a period of two years.
Section 3 – Eligibility
Only active members and family-active members, in good standing, shall be eligible to be nominated for elective Club office. Active members and their designated Family Active member shall not be allowed to serve concurrent terms of service on the Board of Directors.
ARTICLE VI: BOARD OF DIRECTORS
Section 1 – Voting Board of Directors
The Board of Directors consists of the President, President-Elect, Past President, Secretary, Treasurer, and two elected Voting Members. Each individual shall have exactly one vote and equal in weight. It shall be the responsibility of the Board of Directors to determine all matters of Club policy. The Board of Directors shall ensure the proper conduct of the administrative affairs of the Club, the fulfillment of duties by the officers, and compliance with these Bylaws. All decisions of the Board of Directors involving major policy considerations shall be arrived at by mail, telephonic (including text message or any similar means of communication) or electronic canvass (including email) and any future iteration of similar communication of the entire Board. All decisions shall be by majority vote of the Board members voting, to the fullest extent permitted by law. All decisions of the Board of Directors at any called meeting of the Board shall be by a majority of the votes cast by those members present.
ARTICLE VII: DUTIES OF OFFICERS
Section 1 – Duties of President
The President shall preside at all meetings of the and the Board of Directors and shall perform the duties usually appertaining to the President’s office. The President is a voting member of the National Board of Directors and participates in all National Board of Directors meetings. The President shall call not less than four (4) meetings of the Board of Directors per calendar year. The President shall cause to be published in the Club’s Official Publication a report on the status of the Club, its plans and programs, policy decisions reached by the Board of Directors and other pertinent matters dealing with the affairs of the Club when the President sees fit or when a majority of the Board of Directors shall so direct. In the absence of the President, the President-Elect shall preside, and act as President. In case of the President’s death, resignation or disqualification, the President-Elect shall become President.
Section 2 – Duties of President-Elect
The President-Elect shall assist the President in the conduct of the administrative affairs of the Club and perform such duties as may be assigned to him by the President. The President-Elect shall preside over nominations and the election of Club Officers.
Section 3 – Duties of Secretary
The Secretary shall attend all meetings of the Board of Directors and shall keep full and complete minutes of the proceedings and of all votes cast. The Secretary shall cause to be published in the Club’s Official Publication notices of proposed and adopted amendments of these Bylaws and other matters relating to the proper conduct of the Club. The Secretary shall have custody of or cause to be kept by the Club’s National Charter and all non-financial records at all times. The Secretary shall perform all duties incident to the Secretary’s office required by law. In the absence of the Treasurer, the Secretary shall give a full and correct report on the financial status of the Club at any Club meeting or meeting of the Board of Directors.
Section 4 – Duties of Treasurer
The Treasurer shall have responsibility for all monies, debts, obligations, and assets belonging to the Club. The Treasurer shall cause all monies of the Club to be deposited to the Club accounts 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 Club debts and obligations. The Treasurer shall have another Club Officer listed as a signee on the Club checkbook, preferably the Club President. The Treasurer shall cause to be published in the Club’s Official Publication a full and correct report semiannually on the financial status of the Club. The Treasurer shall also give a full and correct report on the financial status of the Club at any meeting of the Board of Directors. The Treasurer shall cause to be maintained double-entry books of account which shall properly reflect the true and correct financial status of all receipts, disbursements, balances, assets, and liabilities of the Club. All checks or other orders for the payment of monies in the name of the Club shall be signed by the Treasurer or by such other person(s) as designated by the Board of Directors, and who is (are) overseen by the Treasurer. The Treasurer shall submit the Treasurer’s books of account and records to the Regions Special Finance committee at the close of the fiscal year as directed by a majority vote of the Board of Directors or by voting with a 10-percent quorum of the voting membership in ballots.
Section 5 – Duties of the Past President
The Past President shall have the responsibility to serve as a member of the Board of Directors to provide continuity. Duties shall be assigned by the Board of Directors as needed for the improvement and advancement of the Club’s objectives.
Section 6 – Voting Member
Voting Member(s) shall have the responsibility to serve as a Member of the Board of Directors.
Section 7 – Vacancies / Interim Appointments
In the event of the death, resignation, disability, or disqualification of the President-Elect, Secretary, Treasurer, and Voting Members, the Board of Directors shall make an interim appointment to the office so vacated for the balance of the unexpired term.
In the event of the death, resignation, disability, or disqualification of a candidate for the office of the President-Elect, Secretary, or Treasurer, running unopposed, or elected but not yet seated, the Board of Directors shall make an interim appointment to that office for not more than one year, during which time a special election will be held to fill the office for the remainder of the term. The Board of Directors may declare vacant the seat of any Board of Director member who is absent from two (2) consecutive meetings of the Board of Directors within any one (1) year period without reasonable cause or report submission.
ARTICLE VIII: STANDING COMMITTEES and SPECIAL COMMITTEES
Section 1 – Appointment of Standing Committee Chairs
Standing Committee Chairs are appointed by a majority vote of the Board of Directors and may, in like manner, be dismissed by the majority vote of same.
Any voting member of the Club may serve as a member or Chair of a Standing Committee.
Section 2 – Number
There shall be 6 standing committees of the Club, as follows:
1) Safety
2) Membership
3) Website
4) Official Publication
5) Social Media
6) Insurance
Section 3 – Standing Committee Members
Standing Committee members must be a member in good standing of the Club and may vary in number as required to accomplish the work of each committee. Committee members may be appointed by Standing Committee Chairs. Committee members may be dismissed or replaced by a majority consent of the Board of Directors.
Section 4 – Duties and Responsibilities
Committee Chairs are accountable to the Board of Directors and shall submit an annual written budget of all anticipated expenses and income in connection with their function.
Section 5 – Special Committees
The Board of Directors may create such other ad hoc committees from time to time as required to execute the Club’s special activities, events, or objectives.
Section 6 – Term
Committee Chair and member terms are from January 1 to December 31 of each year. Each such appointment shall be automatically terminated and shall require re-appointment annually.
ARTICLE IX: ELECTION OF OFFICERS
Section 1 – Nominating Committee
The current Past President of the Board of Directors shall serve as the Nominating Committee Chairperson. If the Past President cannot serve as the Nominating Committee Chair, the Board of Directors, by unanimous vote, will appoint a previous Past President who is currently an active or family active club member. Two other non-officer Active Members may be selected by the Nominating Committee Chairperson shall serve as members of the Nominating Committee. The Nominating Committee is responsible for nominating a slate of the Board of Directors to serve in the following term. Not later than the first 15 days of October of each election year, the Nominating Committee shall recommend to the Board of Directors at least one, preferably two, or more candidates for each elected Officer position.
Section 2 – Nominations by the Members
Club Members in good standing may nominate candidates for each office. Such nominations must be submitted to the Nominating Committee not later than October 1st of each year. No member may be nominated or placed on the ballot without their consent.
Section 3 – Notice of Elections
In the Official Publication for the Club for November of any election year, the Secretary shall cause to be published a notice of election and the names of all nominees for office.
Section 4 – Ballots
During the first fifteen days of November of any election year, the Secretary shall cause to be mailed (or, if electronic means shall have been approved in accordance with these Bylaws, then by mail, by electronic means or any combination thereof), to all current active members a notice of election and a ballot.
Active and family-active members are entitled to one (1) vote each on any and each issue arising.
The ballot shall contain:
• Names of the nominees
• Instructions to vote for no more than one candidate for each Officer position.
• Space for voting for the ACTIVE member’s vote and the FAMILY ACTIVE member’s vote.
• Space provided for write-in votes.
• Space provided for their individual membership number.
• A statement noting the calendar date deadline for the receipt of ballots.
The notice of election shall set a return date for the ballot which shall be at least 30 days before the end of the year.
All ballots must be received by the Secretary no later than December 1. Ballots may be mailed or sent electronically.
Section 5 – Tellers
On or after December 1 the Secretary and a member in good standing who is not running for office in the election, shall count and tally all ballots received by the deadline. If the active Secretary is on the ballot; the Past President will substitute.
Ballots received after the deadline shall not be counted unless there is a tie for any of the positions. If a tie remains after all the late ballots are tallied, the Secretary (or Past President) shall flip a coin in the presence of the candidates or members present to determine a winner.
Written protests shall be directed to the Board of Directors within 15 days of the results being announced. The Board of Directors has 15 days to hear the objection and determine a resolution.
The Board of Director’s decision will be final.
Section 6 – Notice of Election Results
The Secretary shall cause to be published within 15 days the results of the election in the Club’s Official Publication and on the Club’s website (if any).
Section 7 –Duties of Newly Elected Officials
Upon tabulation of the votes the Secretary shall immediately notify the persons elected of their election. The incoming President shall, as soon as feasible, call a meeting of the newly constituted Board of Directors for the purpose of appointment of committee members whose terms are to start at the first of the next year, as well as other appointments which may be required. At the discretion of the incoming President, the meeting described above may be in person, by telephone or mail, or electronic means.
ARTICLE X: FISCAL YEAR
The fiscal year of the Club shall be the calendar year.
ARTICLE XI: OBLIGATIONS AND INDEBTEDNESS
Section 1 – Authority to Incur Obligations or Indebtedness
Only persons authorized by the Board of Directors to act on behalf of the Club shall incur any obligation or indebtedness in the name of the Club. All obligations or indebtedness incurred in accordance with the provisions of these Bylaws shall be incurred 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.
No elected officer or any other person authorized to act on behalf of the Club shall incur any obligations or indebtedness in the name of the Club in excess of the sum of $500.00 without prior approval of a majority of the Board of Directors.
Section 2 – 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 Board of Directors approve the incurring of any such obligation or indebtedness.
Section 3 – Personal Liability for Unauthorized Obligation
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 act or 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.
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 Board of Directors 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. Any scenario which involves the Director directly or indirectly benefits financially from a transaction with the Club shall be per se a conflict of interest.
Section 5- Financial Oversight
All Committee Chairs, Special Appointees, and the Board of Directors shall prepare and submit annual budgets to the Treasurer for collective review and approval by the Board.
The Treasurer shall submit, and the Board shall internally review and audit quarterly reports on the Club’s finances.
The Treasurer shall give a full and correct report on the financial status of the Club at any meeting of the Board of Directors.
The Treasurer shall cause to be published in the Club’s Official Publication a full and correct report semi-annually on the financial status of the Club.
The Treasurer shall submit the Club’s financial records to an independent certified public accountant, at the Club’s expense and by a two-thirds vote of the Board of Directors, for audit as directed by the Board of Directors.
ARTICLE XII: MEETINGS
Section 1 – Board of Director Meetings
Meetings of the Board of Directors may be called at any time, but at least once per quarter, by the President or by a majority of the Board of Directors. Each Board of Director member shall be notified of such meeting at least seven (7) days prior to the time set for the meeting. A simple majority of the Board of Directors is required to pass a voting issue, with a majority of Officers in attendance.
Section 2 – Club General Membership Meetings
Meetings of the members shall be at such time and place as designated by the Board of Directors but at least once per quarter, by the President or by a majority of the Board of Directors. Due notice of any Club Member Meetings shall be given by publishing in the official publication, on the club’s website or via other electronic notice that reaches the entire membership.
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 ten (10) percent of the members. Due notice shall be given stating the date, time, place, and purpose of any such meeting at least ten (10) days before such meeting.
A quorum at any special meeting of the members shall consist of ten (10) percent of the voting members in good standing, or ten (10) voting members in good standing, whichever is larger.
Voting – At all meetings of the members, each active or family-active-member in good standing shall be entitled to one vote on any matter which may be properly brought before the membership. Such vote may be via voice or by written ballot.
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.
Guests – Guests shall be permitted at all meetings unless a closed meeting is declared by a majority vote.
ARTICLE XIII – OFFICIAL PUBLICATION
The Club shall publish an official publication to announce upcoming events, official notifications, stories about activities, etc.
ARTICLE XIV: AMENDMENT OF BYLAWS
Section 1 – Review
Bylaws will be reviewed annually by the Board of Directors in January.
Section 2 – Amendment of Bylaws
Proposed amendments to these Bylaws may be considered upon either recommendation by a majority of the Board of Directors or by written petition signed by at least ten (10) active or family-active members in good standing. The Secretary shall prepare the suggested amendment(s) in such a manner as appropriate for incorporation in these Bylaws.
Section 3 – Approval of Proposed Amendments
The proposed amendment(s) shall be printed in the official publication of the Club or on the Club’s website within sixty (30) days thereafter, together with an explanation of the proposed amendment(s) and the voting process.
Section 4 – Ballots
Voting upon amendment(s) to the Bylaws shall be by ballot. Ballots will include space for providing the signature of each active and family-active voting member, their membership number, and their email address (if appropriate). Ballots cast in accordance with procedures adopted under this Article XV shall be valid, and all other ballots shall be invalid.
Amendment(s) to these Bylaws shall be approved by a majority of the votes cast by the voting membership. A 10-percent quorum of the voting membership in ballots must be received if the amendment is to be passed. Members, if they so choose, may vote by mail or electronically, subject to submission deadlines and directions communicated in the official publication of the Club or on the Club’s website at the time of publication of the proposed amendment(s).
Section 5 – Tellers
The Secretary and two voting members appointed by the President shall open, count and tally all ballots, and certify the results.
Section 6 – Notice of Vote or Referendum Results
The results shall be read into the minutes of the meeting and published in the next issue of the official publication of the Club or published on the Club’s website within seven (7) days.
EXHIBIT A
EXHIBIT B
