EASTERN BUCKEYE REGION
PORSCHE CLUB OF AMERICA, INC.
BYLAWS
ARTICLE I. NAME AND PRINCIPAL OFFICE
Section 1 Name
The name of the Club shall be: Eastern Buckeye Region, Porsche Club of America, Inc.
Section 2 Principal Office
The Principal Office of the Club shall be located at the residence of its duly elected President. In the event of the President’s death, resignation, disability, or disqualification the Principal Office shall be located at the residence of the Club’s Vice-President until a new President is elected.
ARTICLE II. PURPOSE & GENERAL OBJECTIVES
Section 1 The purpose and 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. To practice and advocate the highest standards of courtesy and safety on the roads.
b. To enjoy and share the good will and fellowship engendered by owning a Porsche and to engage in such social or other events as may be agreeable to the membership.
c. To foster and encourage the highest standards of operation and performance of the Porsche marque by sharing and exchanging technical and mechanical information.
d. To provide opportunities for the Club’s membership to use their Porsches in settings which are conducive to the enjoyment of the performance capabilities of these vehicles and to become better drivers.
e. To establish and maintain mutually beneficial relationships with the Porsche Cars North America and Porsche AG (the “Porsche Works”), Porsche dealers, and independent Porsche service and parts sources to the end that the Porsche marque shall prosper..
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f. To encourage and foster the interchange of ideas and information with other Regions of the Porsche Club of America and Porsche Clubs throughout the world.
g. To establish and maintain such mutually cooperative relationships with other Sports Car Clubs as may be desirable.
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ARTICLE III. POWERS AND AUTHORITY
Section 1 Powers
The Club shall be empowered to do all things and conduct all business, not for profit, which are necessary to carry out the Purpose and General Objectives of the Club as set forth in the Certificate of Incorporation, issued under the statutes of the state of Ohio, and as are set forth in these bylaws.
ARTICLE IV. MEMBERSHIPS, MEMBERSHIP AREA, AND DUES
Section 1 Memberships
Membership in the Club shall be restricted to owners, co-owners, or lessees of Porsches vehicles who are qualified members of the Porsche Club of America.
Section 2 Classes of Membership
a. Active – Any owner, co-owner or lessee of a Porsche, acceptable to the Membership Committee, who is 18 years of age or older, having paid such National and Regional Club dues as required.
b. Family – Any member of an active member’s family who is 18 years of age or older, having paid such National and Regional Club dues as required.
c. Affiliate – Any 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 Member.
d. Associate – Any Active Member who ceases to own, co-own or lease a Porsche while a member in good standing, having paid such Club dues as required.
e. 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.
f. Provisional –Any person who qualifies for provisional membership with the National club and has paid all applicable dues or fees.
Section 3 Area of Membership
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Memberships shall be accepted primarily from the following counties of Ohio and Pennsylvania, which comprise the EASTERN BUCKEYE REGION; Carroll, Columbiana, Harrison, Holmes, Jefferson, Mahoning, Portage, Stark, Summit, Trumbull, Tuscarawas, and Wayne Counties in the State of Ohio and Lawrence and Mercer Counties in the State of Pennsylvania.
Section 4 Dues
Dues shall be set by the National Club. Annual dues for the new membership year shall be paid upon request by the National Club. Members whose dues are not paid within 45 days thereafter shall be subject to expulsion.
Section 5 Liabilities of Membership
No officer or member of this Club shall be personally liable for any of its debts, obligations, or acts. Furthermore, the Club shall indemnify and hold harmless any officer or agent of the Club from any claim made by any person or organization arising out of the actions or conduct of the officer or member in the furtherance of the General Purposes and Objectives of the Club.
ARTICLE V. MEETINGS
Section 1 Annual Meeting
An annual meeting of the members shall be held at such place and time as the Executive Council may determine and direct for the purpose of considering reports of the affairs of the Club and the transaction of such other business as may be properly brought before the membership. Notice of such annual meeting shall be given to each member of the Club not less than ten (10) days prior to the date of the annual meeting. Publication of the meeting date in the Club’s newsletter, on its website, by ordinary mail, or by mail delivered electronically shall be regarded as acceptable means of such notification.
Section 2 Member Meetings
Meetings of the members shall be held at such times and places as needed and as shall be determined by the President of the Club. Notice of such regular meeting shall be given to each member of the Club not less that ten (10) days prior to the date of the regular meeting. Notice may be given in the same manner as in section 1 herein. Any member of the Club may request that the President call a meeting of the Club for any reason consistent with the General Purposes and Objectives of the Club.
Section 3 Quorum
A quorum for the purpose of holding any meeting of the members of the Club shall consist of a simple majority of the members present who are in good standing.
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Every act of a meeting duly held at which a quorum is present shall be regarded as an act of the entire membership.
Section 4 Executive Council Meeting
The Executive Council shall endeavor to meet monthly at such place and time that shall be determined by the President of the Club. Notice of such meetings shall be given to all members in the same manner as in section 1 herein. A simple majority of the Council members is required for the purpose of transacting such Club business as may be properly brought to their attention.
Section 5 Voting
At all meetings of the members each member in good standing shall be entitled to one vote on any matter which may properly be brought before the members. Such vote may be by voice vote or by written ballot. A simple majority shall be required to pass any motion at any meeting, unless otherwise provided. There shall be no cumulative voting, nor shall any proxy be permitted unless permitted by the Executive Council before the commencement of the meeting.
Section 6 Conduct of Meetings
The President of this Club or such other member as the President may appoint, shall preside at all meetings. Unless otherwise provided, “Roberts’ Rules of Order” shall control the manner and order of the conduct of the meeting.
Section 7 Minutes
Minutes of all meetings shall be recorded by the Secretary of this Club, or by such member as may be appointed by the Secretary. At each meeting, the minutes of the previous meeting shall be read or reviewed in summary unless waived by the members present.
Section 8 Guests
Guests are permitted at all Club meetings, subject to the sound discretion of the President or his duly appointed substitute. Guests may be required to leave any meeting of the Club if in the sound discretion of the President, or his designee, such guest’s presence is not conducive to the orderly conduct of the meeting.
ARTICLE VI. EXECUTIVE COUNCIL
Section 1 Number and qualifications
The Executive Council shall consist of the elected Officers and Committee Chairmen of the Club, all of whom must be members in good standing of the Club. The
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President may appoint one member to serve as additional council member at large at his discretion.
Section 2 Term of Office
Each member of the Executive Council shall serve for a nominal term of one (1) year, commencing upon his/her installation which shall be at the time of the annual meeting of the members as herein provided. No member of the Executive Council shall be permitted to hold more than one (1) elected office at any given time.
Section 3 Duties
Any obligations, duties, or responsibilities not otherwise specified in these by-laws shall be considered to rest with the Executive Council.
ARTICLE VII. NOMINATIONS AND ELECTIONS
Section 1 Nominations
By the first day of December, the Executive Council shall elect one (1) of its members as a Chairman of the Nominating Committee. The Chairman of the committee shall select three (3) Club members in good standing who are not members of the Executive Council and these four (4) shall constitute the Nominating Committee.
By the 20th day of December, the Chairman of said Nominating Committee shall provide the Club Secretary a slate of not less than four (4) Active or Family members in good standing willing to serve as Officers.
Section 2 Election
By the 15th day of January the Club Secretary shall prepare a ballot for voting by each member in good standing of the Club. Each ballot shall include the names of all qualified nominees and shall include not less than four (4) candidates for elective Office.
Incumbent candidates shall be so noted on the ballot and it shall carry an instruction to vote for not more than four (4) candidates. Due notice shall be given that only ballots carrying the signature of the member voting shall be considered valid for certification purposes.
Before the 30th day of January, the Secretary of the Club and at least two (2) members of the Nominating Committee not running for Office, shall open, count, and tally all valid ballots and certify the results. As soon as the count has been completed, the Secretary shall notify the Club president of the results, who shall immediately cause to be notified all successful candidates of the Fact of their election.
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Section 3 Vacancies
In the event that the office of an elected Officer or member of the Executive Council shall become vacant, the remaining members of the Executive Council shall immediately fill such vacancy with an interim appointment for the balance of the unexpired term.
ARTICLE VIII. OFFICERS AND DUTIES
Section 1 Officers
The elected Officers of the Club shall be the President, Vice-president, Secretary, and Treasurer, all of whom shall be members of the Executive Council.
Section 2 Duties of the President
The duties of the president of the Club shall be:
a. To prepare the agenda for and preside at all meetings.
b. To act as ex-officio member of all standing committees and temporary committees except the Nominating Committee or as otherwise accepted herein.
c. To appoint committees necessary for the proper function of the Club.
d. To execute all documents and correspondence in the name of the Club as authorized by the Executive Council and/or the membership or to direct an appropriate agent of the Club to so execute any such document.
e. To sign as co-signer all drafts on the accounts of the Club and any documents which obligate the Club or to direct his agent to so act.
f. To publish in the Club’s official publication or on its website a semi-annual report on the status of the Club, its plans, and programs.
Section 5 Duties of Vice-president
The duties of the Vice-president of the Club shall be:
a. To preside at meetings in the absence of the President or when ordered to do so by him.
b. To assist the president in the conduct of the administrative affairs of the Club.
c. To perform such other duties as may be assigned to him by the President or by the Executive Council.
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Section 4 Duties of Secretary
The duties of the Secretary of the Club shall be:
a. To record and preserve the minutes of all meetings of the membership and Executive Council and of all votes cast thereat.
b. To read such minutes upon request.
c. To receive all ballots, count them, cause to be published the results thereof and keep them for inspection for a period of thirty (30) days after the results are announced.
d. To have custody of the Club’s records.
a. To publish in the Club’s official publications notices of proposed and adopted amendments of these Bylaws and other matters relating to the proper conduct of the Club.
Section 5 Duties of the Treasurer
The duties of the Treasurer of the Club shall be:
a. To record and preserve the records and books of account reflecting the financial condition and operation of the Club.
b. To have custody of all monies, debts, obligations, and assets belonging to the Club.
c. To receive all monies of the Club and deposit them to the Club account in a bank insured by the F.D.I.C.
d. To sign as co-signer all drafts on the accounts of the Club and any documents which obligate the Club.
e. To publish in the Club’s official publications a semi-annual. Report on the financial status of the Club as may be requested by the President of the Club.
f. To give a full and correct report, upon request, on the financial status of the Club at any meeting of the membership or Executive Council.
g. To insure that the financial affairs of the Club are in accordance with the National Club Bylaws and all pertinent legal guidelines regarding same.
Section 6 Bonds
The Executive Council may require such Officers to be bonded, at Club expense, as it shall deem necessary; for any amount(s) as it may deem reasonable and necessary.
Section 7 Fiscal Year
The fiscal year of the Club shall be the calendar year.
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ARTICLE IX. COMMITTEES AND DUTIES
Section 1 Standing Committees
The Executive Council shall determine what committees will serve the interests of the Club from time to time. Any such committees shall report directly to the Executive Council.
The President, with the advice of the Executive Council, shall appoint the chairmen of any committees from among the Club members in good standing which volunteer for said chairmanships. The individual committee chairmen shall appoint the members of their committees from the Club membership subject to ratification by the Executive Council.
ARTICLE X. AMENDMENTS TO BY-LAWS
Section 1 Amendments to By-laws
The members of this Club may alter, amend, or suspend these Bylaws by a majority vote of the membership present and voting at the next regular meeting or special meeting called for this purpose after presentation of the suggested amendment to the Club. The Club Secretary shall be responsible for all duties concerning Bylaws amendments procedures as herein previously stated.
ARTICLE XI. ENACTING CLAUSE
Section 1 Enacting Clause
These Bylaws shall become effective upon a favorable vote by a majority of the membership present and voting at the time of its proposal to the Club members for their ratification. The Club officers shall cause them, in their final form, to be printed and a copy furnished to any Club member henceforth upon request.
(rev. WSC 2003)
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EASTERN BUCKEYE REGION
PORSCHE CLUB OF AMERICA, INC.
BYLAWS
ARTICLE I. NAME AND PRINCIPAL OFFICE
Section 1 Name
The name of the Club shall be: Eastern Buckeye Region, Porsche Club of America, Inc.
Section 2 Principal Office
The Principal Office of the Club shall be located at the residence of its duly elected President. In the event of the President’s death, resignation, disability, or disqualification the Principal Office shall be located at the residence of the Club’s Vice-President until a new President is elected.
ARTICLE II. PURPOSE & GENERAL OBJECTIVES
Section 1 The purpose and 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. To practice and advocate the highest standards of courtesy and safety on the roads.
b. To enjoy and share the good will and fellowship engendered by owning a Porsche and to engage in such social or other events as may be agreeable to the membership.
c. To foster and encourage the highest standards of operation and performance of the Porsche marque by sharing and exchanging technical and mechanical information.
d. To provide opportunities for the Club’s membership to use their Porsches in settings which are conducive to the enjoyment of the performance capabilities of these vehicles and to become better drivers.
e. To establish and maintain mutually beneficial relationships with the Porsche Cars North America and Porsche AG (the “Porsche Works”), Porsche dealers, and independent Porsche service and parts sources to the end that the Porsche marque shall prosper..
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f. To encourage and foster the interchange of ideas and information with other Regions of the Porsche Club of America and Porsche Clubs throughout the world.
g. To establish and maintain such mutually cooperative relationships with other Sports Car Clubs as may be desirable.
2
ARTICLE III. POWERS AND AUTHORITY
Section 1 Powers
The Club shall be empowered to do all things and conduct all business, not for profit, which are necessary to carry out the Purpose and General Objectives of the Club as set forth in the Certificate of Incorporation, issued under the statutes of the state of Ohio, and as are set forth in these bylaws.
ARTICLE IV. MEMBERSHIPS, MEMBERSHIP AREA, AND DUES
Section 1 Memberships
Membership in the Club shall be restricted to owners, co-owners, or lessees of Porsches vehicles who are qualified members of the Porsche Club of America.
Section 2 Classes of Membership
a. Active – Any owner, co-owner or lessee of a Porsche, acceptable to the Membership Committee, who is 18 years of age or older, having paid such National and Regional Club dues as required.
b. Family – Any member of an active member’s family who is 18 years of age or older, having paid such National and Regional Club dues as required.
c. Affiliate – Any 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 Member.
d. Associate – Any Active Member who ceases to own, co-own or lease a Porsche while a member in good standing, having paid such Club dues as required.
e. 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.
f. Provisional –Any person who qualifies for provisional membership with the National club and has paid all applicable dues or fees.
Section 3 Area of Membership
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Memberships shall be accepted primarily from the following counties of Ohio and Pennsylvania, which comprise the EASTERN BUCKEYE REGION; Carroll, Columbiana, Harrison, Holmes, Jefferson, Mahoning, Portage, Stark, Summit, Trumbull, Tuscarawas, and Wayne Counties in the State of Ohio and Lawrence and Mercer Counties in the State of Pennsylvania.
Section 4 Dues
Dues shall be set by the National Club. Annual dues for the new membership year shall be paid upon request by the National Club. Members whose dues are not paid within 45 days thereafter shall be subject to expulsion.
Section 5 Liabilities of Membership
No officer or member of this Club shall be personally liable for any of its debts, obligations, or acts. Furthermore, the Club shall indemnify and hold harmless any officer or agent of the Club from any claim made by any person or organization arising out of the actions or conduct of the officer or member in the furtherance of the General Purposes and Objectives of the Club.
ARTICLE V. MEETINGS
Section 1 Annual Meeting
An annual meeting of the members shall be held at such place and time as the Executive Council may determine and direct for the purpose of considering reports of the affairs of the Club and the transaction of such other business as may be properly brought before the membership. Notice of such annual meeting shall be given to each member of the Club not less than ten (10) days prior to the date of the annual meeting. Publication of the meeting date in the Club’s newsletter, on its website, by ordinary mail, or by mail delivered electronically shall be regarded as acceptable means of such notification.
Section 2 Member Meetings
Meetings of the members shall be held at such times and places as needed and as shall be determined by the President of the Club. Notice of such regular meeting shall be given to each member of the Club not less that ten (10) days prior to the date of the regular meeting. Notice may be given in the same manner as in section 1 herein. Any member of the Club may request that the President call a meeting of the Club for any reason consistent with the General Purposes and Objectives of the Club.
Section 3 Quorum
A quorum for the purpose of holding any meeting of the members of the Club shall consist of a simple majority of the members present who are in good standing.
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Every act of a meeting duly held at which a quorum is present shall be regarded as an act of the entire membership.
Section 4 Executive Council Meeting
The Executive Council shall endeavor to meet monthly at such place and time that shall be determined by the President of the Club. Notice of such meetings shall be given to all members in the same manner as in section 1 herein. A simple majority of the Council members is required for the purpose of transacting such Club business as may be properly brought to their attention.
Section 5 Voting
At all meetings of the members each member in good standing shall be entitled to one vote on any matter which may properly be brought before the members. Such vote may be by voice vote or by written ballot. A simple majority shall be required to pass any motion at any meeting, unless otherwise provided. There shall be no cumulative voting, nor shall any proxy be permitted unless permitted by the Executive Council before the commencement of the meeting.
Section 6 Conduct of Meetings
The President of this Club or such other member as the President may appoint, shall preside at all meetings. Unless otherwise provided, “Roberts’ Rules of Order” shall control the manner and order of the conduct of the meeting.
Section 7 Minutes
Minutes of all meetings shall be recorded by the Secretary of this Club, or by such member as may be appointed by the Secretary. At each meeting, the minutes of the previous meeting shall be read or reviewed in summary unless waived by the members present.
Section 8 Guests
Guests are permitted at all Club meetings, subject to the sound discretion of the President or his duly appointed substitute. Guests may be required to leave any meeting of the Club if in the sound discretion of the President, or his designee, such guest’s presence is not conducive to the orderly conduct of the meeting.
ARTICLE VI. EXECUTIVE COUNCIL
Section 1 Number and qualifications
The Executive Council shall consist of the elected Officers and Committee Chairmen of the Club, all of whom must be members in good standing of the Club. The
5
President may appoint one member to serve as additional council member at large at his discretion.
Section 2 Term of Office
Each member of the Executive Council shall serve for a nominal term of one (1) year, commencing upon his/her installation which shall be at the time of the annual meeting of the members as herein provided. No member of the Executive Council shall be permitted to hold more than one (1) elected office at any given time.
Section 3 Duties
Any obligations, duties, or responsibilities not otherwise specified in these by-laws shall be considered to rest with the Executive Council.
ARTICLE VII. NOMINATIONS AND ELECTIONS
Section 1 Nominations
By the first day of December, the Executive Council shall elect one (1) of its members as a Chairman of the Nominating Committee. The Chairman of the committee shall select three (3) Club members in good standing who are not members of the Executive Council and these four (4) shall constitute the Nominating Committee.
By the 20th day of December, the Chairman of said Nominating Committee shall provide the Club Secretary a slate of not less than four (4) Active or Family members in good standing willing to serve as Officers.
Section 2 Election
By the 15th day of January the Club Secretary shall prepare a ballot for voting by each member in good standing of the Club. Each ballot shall include the names of all qualified nominees and shall include not less than four (4) candidates for elective Office.
Incumbent candidates shall be so noted on the ballot and it shall carry an instruction to vote for not more than four (4) candidates. Due notice shall be given that only ballots carrying the signature of the member voting shall be considered valid for certification purposes.
Before the 30th day of January, the Secretary of the Club and at least two (2) members of the Nominating Committee not running for Office, shall open, count, and tally all valid ballots and certify the results. As soon as the count has been completed, the Secretary shall notify the Club president of the results, who shall immediately cause to be notified all successful candidates of the Fact of their election.
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Section 3 Vacancies
In the event that the office of an elected Officer or member of the Executive Council shall become vacant, the remaining members of the Executive Council shall immediately fill such vacancy with an interim appointment for the balance of the unexpired term.
ARTICLE VIII. OFFICERS AND DUTIES
Section 1 Officers
The elected Officers of the Club shall be the President, Vice-president, Secretary, and Treasurer, all of whom shall be members of the Executive Council.
Section 2 Duties of the President
The duties of the president of the Club shall be:
a. To prepare the agenda for and preside at all meetings.
b. To act as ex-officio member of all standing committees and temporary committees except the Nominating Committee or as otherwise accepted herein.
c. To appoint committees necessary for the proper function of the Club.
d. To execute all documents and correspondence in the name of the Club as authorized by the Executive Council and/or the membership or to direct an appropriate agent of the Club to so execute any such document.
e. To sign as co-signer all drafts on the accounts of the Club and any documents which obligate the Club or to direct his agent to so act.
f. To publish in the Club’s official publication or on its website a semi-annual report on the status of the Club, its plans, and programs.
Section 5 Duties of Vice-president
The duties of the Vice-president of the Club shall be:
a. To preside at meetings in the absence of the President or when ordered to do so by him.
b. To assist the president in the conduct of the administrative affairs of the Club.
c. To perform such other duties as may be assigned to him by the President or by the Executive Council.
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Section 4 Duties of Secretary
The duties of the Secretary of the Club shall be:
a. To record and preserve the minutes of all meetings of the membership and Executive Council and of all votes cast thereat.
b. To read such minutes upon request.
c. To receive all ballots, count them, cause to be published the results thereof and keep them for inspection for a period of thirty (30) days after the results are announced.
d. To have custody of the Club’s records.
a. To publish in the Club’s official publications notices of proposed and adopted amendments of these Bylaws and other matters relating to the proper conduct of the Club.
Section 5 Duties of the Treasurer
The duties of the Treasurer of the Club shall be:
a. To record and preserve the records and books of account reflecting the financial condition and operation of the Club.
b. To have custody of all monies, debts, obligations, and assets belonging to the Club.
c. To receive all monies of the Club and deposit them to the Club account in a bank insured by the F.D.I.C.
d. To sign as co-signer all drafts on the accounts of the Club and any documents which obligate the Club.
e. To publish in the Club’s official publications a semi-annual. Report on the financial status of the Club as may be requested by the President of the Club.
f. To give a full and correct report, upon request, on the financial status of the Club at any meeting of the membership or Executive Council.
g. To insure that the financial affairs of the Club are in accordance with the National Club Bylaws and all pertinent legal guidelines regarding same.
Section 6 Bonds
The Executive Council may require such Officers to be bonded, at Club expense, as it shall deem necessary; for any amount(s) as it may deem reasonable and necessary.
Section 7 Fiscal Year
The fiscal year of the Club shall be the calendar year.
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ARTICLE IX. COMMITTEES AND DUTIES
Section 1 Standing Committees
The Executive Council shall determine what committees will serve the interests of the Club from time to time. Any such committees shall report directly to the Executive Council.
The President, with the advice of the Executive Council, shall appoint the chairmen of any committees from among the Club members in good standing which volunteer for said chairmanships. The individual committee chairmen shall appoint the members of their committees from the Club membership subject to ratification by the Executive Council.
ARTICLE X. AMENDMENTS TO BY-LAWS
Section 1 Amendments to By-laws
The members of this Club may alter, amend, or suspend these Bylaws by a majority vote of the membership present and voting at the next regular meeting or special meeting called for this purpose after presentation of the suggested amendment to the Club. The Club Secretary shall be responsible for all duties concerning Bylaws amendments procedures as herein previously stated.
ARTICLE XI. ENACTING CLAUSE
Section 1 Enacting Clause
These Bylaws shall become effective upon a favorable vote by a majority of the membership present and voting at the time of its proposal to the Club members for their ratification. The Club officers shall cause them, in their final form, to be printed and a copy furnished to any Club member henceforth upon request.
(rev. WSC 2003)
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