Bylaws of the Porsche Club of America, Northeast Region
Proposed August 18, 2025
ARTICLE I: NAME
The name of the Club shall be the Porsche Club of America, Northeast Region
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
Northeast 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 Porsche Club of America, Northeast Region is and 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, CORPORATE SEAL, AND BADGE
Section 1 – 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 Commonwealth of Massachusetts, and in these Bylaws.
Section 3 – Badge
The logo of the Northeast Region shall be inscribed with the name of the Northeast Region and
the initials “PCA.” Use of the Club logo is restricted to official Club purposes and display on
vehicles. It may not be used for commercial promotional purposes or personal uses other than
display on a private vehicle unless expressly approved by a majority vote of the board.
The logo/badge for the Club shall be as shown on exhibit A to these Bylaws.
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.
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 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 or motor which is, basically, one
which was installed in such bodies by the manufacturer of such automobiles, although not
necessarily in the body concerned.
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 Active, Family-Active, Associate, Family-Associate, or Affiliate member may hold
membership in the Porsche Club of America, Northeast 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 Porsche Club of
America, Northeast 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 Porsche Club of America, Northeast Region such part thereof as shall have
been set by the National 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 Porsche Club of America, Northeast 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-Active 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 or Associate 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.
Section 8 – Suspension
Any member may be suspended by a two -thirds vote of the Region Board of Directors or by the
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 National 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 Porsche Club of America, Northeast 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, and Treasurer.
Their terms of office shall be two years and shall end on December 31. No officer shall serve in
the same office more than two consecutive terms. No officer may continue in office if the officer
shall move the officer’s residence beyond the borders of the Club.
Section 2 – Eligibility
Only Active members and Family-Active members in good standing, are eligible to be
nominated for elective Club office. An elected officer may succeed him/herself, but not more
than once in any office, and shall not serve more than two terms on the Elected Council. Officers
who have served eight years in an officer or director role are eligible for nomination to an
elective Club office following a two-term hiatus. Active members and their designated Family
Active member are not eligible to both be on the Executive Council.
ARTICLE VI: EXECUTIVE COUNCIL/ BOARD OF DIRECTORS
Section 1 – Executive Council
The President, the Vice President, the Secretary, Treasurer, and last Past President continuing to
be an Active or Family-Active member of the Club shall constitute the Executive Council in
which the administration 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 ensure compliance with these Bylaws. All decisions of the Executive Council shall be by a
majority vote unless otherwise provided in 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 Executive Council, plus 12 Standing Committee Chairs, 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 ensure the proper conduct of the governance
of the Club and compliance with these Bylaws. All decisions of the Board of Directors involving
major policy considerations shall be arrived at 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.
At any meeting of the Board of Directors, representation of a simple majority of those Board
members shall constitute a quorum. All Officers and Board Members are voting members of the
Board of Directors.
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 pertaining to the President’s office. The President shall call
at least 6 meetings of the Board of Directors per calendar year. The President shall cause to be
published in the Club’s official publication (website & in an email blast) a semi-annual 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.
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. 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.
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 thereat. 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 the Club’s National Charter and all
non-financial records at all times. The Secretary shall perform all duties appertaining 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 ensure strict compliance with these Bylaws in all matters
pertaining to the financial affairs of the Club. 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 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 submit the Treasurer’s books of account and records to a certified public
accountant, at Club expense, at the close of the fiscal year as directed by the Board of Directors.
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 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 – 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.
Executive Council may declare vacant the seat of any Executive Council member who is absent
from three (3) consecutive meetings of the Executive Council without reasonable cause.
Section 7 – 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
Executive 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.
The Nominating Chair must be a voting member of the Club and must not be a current member
of the Executive Council.
Section 2 – Number
There shall be 12 Standing Committees of the Club
1) Membership
2) Safety
3) Website Manager
4) Official Publication
5) Track
6) Autocross
7) Ramble
8) Concours
9) Tours And Rallies
10) Social Chair
11) Sponsorship/Advertising
12) Nomination
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 Executive Council.
Section 4 – Duties and Responsibilities
Committee Chairs are accountable to the Executive Council 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
Standing Committee Chairs and member terms are from January 1 to December 31 of each year.
They will automatically renew each year up to a term limit of 8 years, or unless terminated by a
majority vote of the Executive Council.
ARTICLE IX: ELECTION OF OFFICERS
Section 1 – Nominating Committee
The Executive Council, by unanimous vote, shall appoint a Nominating Committee Chair and
four (4) Committee members. The Nominating Chair must be a voting member of the Club. No
member of the Nominating Committee may be elected to an office in the same year in which he
or she serves on the Nominating Committee. The Nominating Committee is responsible for
nominating a slate of officers to serve in the following term. Not later than September 1 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
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 August 15th of
each year.
No member may be nominated or placed on the ballot without their written consent.
Section 3 – Notice of Elections
In the official publication for the Club for October 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 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.
• Space provided for write-in votes.
• Space provided for the signature of each voting member, their individual membership
number, and their email address (if appropriate).
• 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 60 days before
the end of the year.
All ballots must be received by the Secretary no later than October 31st. Ballots may be mailed
or sent electronically.
Section 5 – Tellers
On or after November 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 shall substitute, or another member in good standing
with no direct interest in the outcome.
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 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 all those on the ballot of the
election results. 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 in person,
by telephone 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 whatsoever 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 $250 without prior
approval of a majority of the Executive Council, for standing operating expenses (such as that
are within the region’s approved budget).
Section 2 – Unauthorized Obligations
No elected Officer or any other person authorized to act on 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 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 Board Member shall engage in any transaction that could create a conflict of interest with the
Club. Board Members shall disclose to the Executive Council any potential conflicts between
their personal interests and the Club’s. No Board Member 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 Board of Directors
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.
Treasurer shall cause to published in the club’s publication a full and correct report semi-
annually on the financial status of the Club.
The Treasurer shall submit the Club’s financial records for an annual review at the close of the
fiscal year, for audit as directed by the Executive Council.
ARTICLE XII: MEETINGS
Section 1 – Executive Council Meetings
Meetings of the Executive Council may be called at any time, but at least 6 times per year, 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 a majority of
Officers in attendance.
Section 2 – Board of Directors Meetings
Meetings of the Board of Directors may be called at any time, but at least 6 times per year by the
President or by a majority of the Board of Directors. Each Board Member shall be notified of
such meeting at least seven (7) days prior to the time set for the meeting. The simple majority of
the Board of Directors is required to pass an issue being voted on, with a majority of Members in
attendance.
The President shall have the right to convene an executive session at any time and during any
Board of Directors meeting to discuss any matter. Minutes recorded are available to those in
attendance only.
Section 3 – Club General Membership Meetings
Meetings of the members shall be at such time and place as designated by the Executive Council
at least 1 once/year. With at least 1 month 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 five (5) 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 Club General Membership 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 and Club Policies and Procedures 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 5% of the 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 (60) 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 XIV 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: LOGO
