Porsche Club of America, Inc
Bylaws of the Kentucky Region, Porsche Club of America, Inc
ARTICLE I: NAME and PRINCIPAL OFFICE
The name of the Club shall be the Kentucky Region (KY), Porsche Club of America, Inc. It shall operate as a Regional Club of the Porsche Club of America, Inc. under the charter granted September 10, 1959.
The principal office of the club shall be located at the residence of its duly elected President, or at the residence of his/her successor, in the event of the President’s disability or disqualification, unless otherwise directed by the managing Board of Directors.
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 (PCA) and the Kentucky Region, 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 Kentucky Region, Porsche Club of America is and shall remain a totally member-driven and primarily member-financed independent entity allowing neither inappropriate or undue influence, financial or material, from outside its domain, owing allegiance only to its members.
ARTICLE III: POWERS, CORPORATE SEAL, AND BADGE
Section 1 – Powers
The Club shall be empowered to do all things and conduct all business, not for profit, as a 501(c)(4), necessary to carry out the general objectives of the Club as set forth in the Certificate of Incorporation, issued under the statutes of the Commonwealth of Kentucky and in these Bylaws.
Section 2 – Corporate Seal
The corporate seal of the Club shall be circular in form, being inscribed with the name of the Club.
Section 3 – Badge
The logo/badge for the Club shall be as shown on exhibit A to these Bylaws. It shall be of a form appropriate to its theme, inscribed with the initials of the Club and such other inscriptions as appropriate. The colors shall be appropriate to the symbolic design established for the insignia.
ARTICLE IV: MEMBERSHIPS, DUES, AND FEES
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. 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.
E. 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 singular honor. Each Region President, upon termination of the President’s elected term, shall automatically be a life member of the Region without such vote, so long as they remain an active member of the National Organization. A life member shall be considered as an active member, may name a family member under (B) above.
F. 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. An Affiliate Member is defined as a non-family member who is not related to the Active Member. This can be a friend, neighbor, business associate, etc. Every Active Member is allowed to have either a free Family-Active or Affiliate Member as part of their membership, but not both.
Section 3 – National and Regional Club Membership
No active, family-active, associate, family-associate, or affiliate member may hold membership in the Kentucky 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 – Membership Application
Applications for membership may be made either through the National Office or Kentucky Region, either of which may reject it.
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 Kentucky Region such part thereof as shall have been set by the Board of Directors. 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 Kentucky Region shall be 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 honorary members, 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 member may cast only one vote each in any election or referendum. Any active member who becomes an associate member while holding office may continue in that office until the end of the year. Associate members may function in any committee capacity.
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 Regional Club or National rules or regulations or for actions inimical 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 Regional 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 Kentucky Region to another region within the PCA. This request shall be submitted in writing to the National office.
Section 11 – Termination
An Active member or Associate member may terminate or change the Family-Active, Affiliate or Family-Associate membership by written notice to the National office.
ARTICLE V: ELECTED OFFICERS
Section 1 – Elected Officers
The elected officers of the Club shall be a President, Vice President, Secretary, Treasurer and 2 Board Members At Large. Their terms of office shall be one year and shall end on December 31. The Regional President shall not serve in the same office more than two consecutive terms. No person may hold more than one office at one time. No officer may continue in office if the officer shall move the officer’s residence beyond the borders of the Club. Term Limit exceptions may be authorized by a majority vote of the Board of Directors when special skills and training are required (e.g. Treasurer) and no qualified candidate is available.
Section 2 – Eligibility
Only active members and family-active members, in good standing, shall be eligible to be nominated for elective Club office.
ARTICLE VI: EXECUTIVE COUNCIL AND BOARD OF DIRECTORS
Section 1 – Executive Council
The President, the Vice President, the last Past President continuing to be an active member of the Club, the Secretary, and the Treasurer shall constitute the Executive Council in which the government of the Club shall be vested. It shall be responsible for the proper conduct of the administrative affairs of the Club, the proper functioning of the committees, and shall insure compliance with these Bylaws. All decisions of the Executive Council shall be by a majority vote unless otherwise provided in these Bylaws.
Section 2 – Board of Directors
The President, Vice President, last Past President continuing to be an active member of the Club, Secretary, Treasurer, Membership Chair, Activities Chair, Technology Chair, Content Editor, and 2 Board Members at large shall constitute the Board of Directors of the Club. It shall be the responsibility of the Board of Directors to determine all matters of Club policy. The Board of Directors shall insure the proper conduct of the administrative affairs of the Club by the Executive Council, 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 in person, by mail, telephonic, or electronic canvass of the entire Board, to the fullest extent permitted by law. 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, to the fullest extent permitted by law.
ARTICLE VII: DUTIES OF OFFICERS
Section 1 – Duties of President
The President shall preside at all meetings of the Executive Council and the Board of Directors and shall perform the duties usually appertaining to the President’s office. The President shall call at least 2 meetings of the Board of Directors per calendar year. The President may call meetings of the Executive Council as the President may see fit and shall call such a meeting at the request of any 3 members of the Council. He/She shall report to the members at regular meetings and, shall cause to be published on the Club’s official website 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. In the absence of the President, the Vice President shall preside, and act as President. In case of the President’s death, resignation or disqualification, the Vice President shall become President. Note: A President’s letter in each edition of the official publication would fulfill the status report above.
The President shall have custody of or cause to be kept the Club’s National Charter and all non-financial records at all times.
The President is a voting member of the National Board of Directors and participates in all National Board of Directors meetings.
Section 2 – Duties of Vice President
The Vice President shall assist the President in the conduct of the administrative affairs of the Club and perform such other duties as may be assigned to the Vice President by the President.
Section 3 – Duties of Secretary
The Secretary shall attend all meetings of the Executive Council and 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 perform all duties incident to the Secretary’s office required by law.
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 insure strict compliance with these Bylaws in all matters pertaining to the financial affairs of the Club. 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 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 Executive Council, and who is (are) overseen by the Treasurer. The Treasurer shall have the financial books of the Region audited or reviewed at least every 5 years, and results made available to the membership no later than 30 days from completion. The Treasurer shall have custody or cause to be kept the financial records of the Club.
Section 5 – Duties of the Past President
The Past President shall have the responsibility to serve as a member of the Executive Council and Board of Directors to provide continuity. Duties shall be assigned by the Executive Council and Board of Directors as needed for the improvement and advancement of the Club’s objectives.
Section 6 – Duties of Activities Chair
The Activities Chair shall be appointed by the Executive Council and shall have the responsibility of planning the Club’s Calendar of Events for the year. He/She shall cause to be published such Calendar of Events in the Club’s publication and on the Club’s website. The Activities Chair shall try to coordinate all activities of the club so as to not incur avoidable conflicts. The Activities Chair can appoint other members to assist them in their duties. Individual Event Chairs should send their event descriptions and dates to the Activities Chair for coordination and publication.
Section 7 – Duties of Membership Chair
The Membership Chair shall be appointed by the Executive Council and shall have the responsibility of keeping accurate, up-to-date records of all Region Members: Active, Family-Active, Associate, Family-Associate and Affiliate Members and shall report that information to the board of directors on a regular basis or as needed. The Membership Chair should keep member’s information private and only share this information with other board members on an as needed basis as determined by the President or vote of the board of directors. The Membership Chair is responsible for recruiting new members and promotion of the Club to prospective new members.
Section 8 – Duties of the Technology Chair
The Technology Chair shall be appointed by the Executive Council and shall have the responsibility of creating and maintaining the Regional website and other technologies as directed by the board. The Technology Chair will work in conjunction with the Content Editor to maintain the content of the Regional website.
Section 9 – Duties of the Content Editor
The Content Editor shall be appointed by the Executive Council and shall be responsible for producing, editing, and publishing the official publication, the “Pacesetter.” The Content Editor will work in conjunction with the Technology Chair to maintain the content of the Regional website.
Section 10 – Vacancies / Interim appointments
In the event of the death, resignation, disability or disqualification of the Vice President, Secretary, or Treasurer, the Executive Council 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 Vice President, Secretary, or Treasurer, running unopposed, or elected but not yet seated, the Executive Council 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.
Section 11 – Removal of an Elected Officer or Board Member
Removal of an Elected Officer or Board Member for malfeasance, dereliction of duty, non-compliance or sustained non-attendance at a majority of board meetings will require a two thirds majority vote of the Board of Directors.
Section 12 – 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.
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 Executive Council and may, in like manner, be dismissed by the majority vote of same, except that a unanimous vote of the Council shall be required for the appointment of the chair and members of the Nominating Committee and for their dismissal or replacement.
Any voting member of the Club may serve as a member or Chair of a Standing Committee.
Section 2 – Number
There shall be 11 standing committees of the Club, as follows:
3) Driver Education
7) Social Media
8) Official Publication/Newsletter
11) Dealer Liaison
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. It is recommended that Standing Committee members be appointed from the general membership to encourage new participation in the many varied activities of the club. Committee members may be dismissed or replaced by a majority consent of the Executive Council.
Section 4 – Duties and Responsibilities
Committee Chairs are responsible to the Executive Council and shall submit event budgets of all anticipated expenses and income in connection with their function.
Section 5 – Special Committees
The Executive Council 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
Standing Committee Chair and member terms are from January 1 to December 31 of each year. They will automatically renew each year unless terminated by a majority vote of the Executive Council.
ARTICLE IX: ELECTION OF OFFICERS
Section 1 – Nominating Committee
The President will appoint a Nominating Committee Chairperson from the active membership, who is not running for office. Two other members selected by the Nominating Committee Chair shall serve as members of the Nominating Committee. It is preferred that these additional members also not be running for office. Not later than September 15 of each election year, the Nominating Committee shall recommend to the Executive Council at least one or more candidates for each elected Officer position that will be vacated on December 31.
All nominations for offices shall be published and made available to the membership by October 15. Elections shall be held by November 30.
Section 2 – Nominations by the Members
Active and Family Active members in good standing may nominate candidates for each office. Such nominations must be submitted to the Nominating Committee not later than September 15 of each year.
No member may be nominated or placed on the ballot without their consent.
Section 3 – Notice of Elections
In October of any election year, the Secretary shall cause to be published a notice of election and the names of all nominees for office. The Notice of Election shall contain the dates for when the Election voting will begin and when all voting will end.
Section 4 – Ballots
During the month of October 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.
• A statement noting the calendar date deadline for the receipt of all mail-in ballots and the end of any electronic voting, if approved. November 1 is recommended.
• Mail-in Ballots will contain the return address of the Secretary.
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. Ballots may be mailed or sent electronically.
Section 5 – Tellers
The Secretary and one member in good standing who is not running for office in the election shall serve as tellers and shall tabulate the votes cast not later than December 1. Membership numbers shall be supplied by the Membership Chairman from the National Membership to the Secretary for validation of all ballots. 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 Executive Council within 15 days of the results being announced. The Executive Council has 15 days to hear the objection and determine a resolution. The Executive Council’s decision will be final.
Section 6 – Notice of Election Results
The Secretary shall cause to be published within 30 days the results of the election in the Club’s official publication and/or on the Club’s website.
Section 7 –Duties of Newly Elected Officials
Upon tabulation of the votes the Secretary shall immediately notify the persons elected of their election. The President-Elect shall, as soon as feasible, call a meeting of the newly constituted Executive Council 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 President-Elect, the meeting described above may be 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 Executive Council 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 $100.00 without prior approval of a majority of the Executive Council.
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 Executive Council or 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 violation of these Bylaws shall be an illegal 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 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.
Section 5- Financial Oversight
All Committee Chairs, Special Appointees and individual members of the Executive Council shall prepare and submit annual budgets to the Treasurer for collective review and approval by the Executive Council.
The Treasurer shall submit and the Executive Council 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 and present a brief summary of the Club’s current financial status to the membership at the monthly meetings.
The Treasurer shall submit the Club’s financial records to the Executive Council for internal review annually. In addition, the financial records can be reviewed by an independent council consisting of no less than 3 club members, 1 of whom may be on the Board. The independent council may, at any time, recommend a formal audit by a certified public accountant to be conducted at the club’s expense.
ARTICLE XII: ARTICLE XI – MEETINGS
Section 1 – Executive Council Meetings
Meetings of the Executive Council may be called at any time by the President or by a majority of the Executive Council members. Each Executive Council 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 Executive Council is required to pass a voting issue, with non-attending board members votes acquired either by mail, e-mail, or telephone.
Section 2 – Board of Directors Meetings
Meetings of the Board of Directors may be called at any time, but not less than 2 times per calendar year, by the President or by a majority of the Board of Directors. Each Director shall be notified of such meeting at least seven (7) days prior to the time set for the meeting. A simple majority of Directors is required to pass an issue being voted on, with a majority of Directors in attendance.
Meeting attendance may be in person, electronic, or telephonic.
In between meetings, decisions which cannot or should not be delayed until the next meeting may be made via teleconference or by electronic vote provided the requirements of a quorum are met.
Section 3 – Club General Membership Meetings
Regular meetings of the members will be held monthly, on the second Monday of the month as designated by the President, unless otherwise designated by the Executive Council. 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.
Section 4 – Special Meetings
Special meetings of the members may be called by the President, by a majority of the Executive Council, or by a petition signed by five (5) percent of the members. Due notice shall be given stating the date, time, place, and purpose of any such meeting at least 7 days before such meeting.
A quorum at any special meeting of the members shall consist of ten (10) percent of the members in good standing, or ten (10) members in good standing, whichever is larger.
Section 5 – Voting
At all meetings of the members, each Active or Active Family 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.
Section 6 – 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 7 – Guests
Guests shall be permitted at all meetings unless a closed meeting is declared by a majority vote.
ARTICLE XIII – OFFICIAL PUBLICATION
The Club will publish an official publication, which can be web-based, to announce upcoming events, official notifications, stories about activities, etc. The official name of the Kentucky Region publication is “Pacesetter.” The “Pacesetter” can be found at kypca.org.
ARTICLE XIV: AMENDMENT OF BYLAWS
Section 1 – Review
Bylaws will be reviewed annually by the Board of Directors each 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 distributed to all members of the Club by mail or electronically, published in the official publication of the Club or on the Club’s website within sixty (60) days thereafter, with an explanation of the proposed Amendment(s), together with the date of the meeting at which any proposed amendment(s) will be voted on – no less than 30 days or more than 45 days after publication.
Section 4 – Ballots
Voting on amendment(s) to the Bylaws shall be by mail or electronically. Each ballot must uniquely identify the Active or Family active voting member and at a minimum require either a printed name or membership number and signature (if printed ballot). Ballots received after the referendum date shall not be counted.
Amendment(s) to these Bylaws shall be approved by a majority of the votes cast by the membership. A 10-percent quorum of the total membership in ballots must be received if the amendment is to be passed.
Section 5 – Tellers
The Secretary and two Active or Family Active members appointed by the President shall open, count, and tally all ballots and crosscheck any mail-in votes against electronic votes for duplicates. The Secretary shall certify the results to the President.
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 on the Club’s website within thirty (30) days.
ARTICLE XV: DISSOLUTION:
The Club may be dissolved at any time by the written consent of not less than two-thirds (2/3) of the total membership. In the event of the dissolution of the Club, whether voluntary or by operation of law, none of the property of the Club nor any proceeds thereof nor any assets of the Club shall be distributed to any members of the Club. Upon the dissolution of the Club, the Board shall, after paying or making provision for the payment of all of the liabilities of the Club, dispose of all the assets of the Club to organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986 or to such other organization with purposes similar to the purposes of this Club, as the Board shall determine.
Exhibit A: Club Logo/Badge