ByLaw Changes

We will be voting to update our ByLaws at the Annual Meeting on August 1, 2020

Your leadership has taken a look at the club ByLaws and have suggested some updates. Using current business standards, some wording needs to be adjusted. Click the graphics to review the CURRENT and PROPOSED ByLaws. To help make it easy to compare the two documents, we’ve listed the current wording along with the proposed wording we’d like to make.

You may direct questions and comments to Mike LeMoine, KCRPCA Secretary, at alemoine.kc.rr.com.

Voting to approve/disapprove the Proposed ByLaws will take place at the Annual Meeting in August. Watch for details in upcoming emails for the location and time.

The following are the proposed changes.
General

Remove extra spaces between words. Correct obvious typographical errors

Rationale: admin

Proposal 1. Article II, add a new sub-paragraph g

g. .Engage in philanthropic activities as directed by the Board of Directors.

Rationale: Participation in philanthropic activities enables members of the Club to contribute to the community while providing a positive image for the Club and Porsche.

Proposal 2. Article VI, Section 1. Amend

Insert before the last sentence:  At least one member of the Executive Council, in addition to the Treasurer, will have signature authority over the Club’s bank accounts.

Rationale: This provides oversight of the Treasurer and formalizes the current structure. It does not preclude others from having signature authority if the Board desires, but it specifically requires at least one other Executive to provide oversight.

Proposal 3.  Article VI; Section 2 -Board of Directors

Change

“…membership as Directors…” to “…membership as Directors at large….”

“Directors shall not serve in the same office more than two consecutive terms.”

To

“Directors at Large shall not serve in the same office more than three consecutive terms.”

Rationale:  Two years is not sufficient time to be a productive Board Member.

Proposal 4.  Article VII, Section 3 – Duties of the Treasurer

Delete the 1st clause of the 1st sentence of the Treasurer duties, “The Treasurer shall have custody of the corporate seal at all times “, and incorporating the remainder into the 2nd sentence

Change the 2nd sentence (the new 1st sentence) to read:

Records. The Treasurer shall have custody of all financial records, monies, debts, obligations and assets belonging to the Club.

Rationale:  No one knows where the corporate seal is. I polled Dick Seltzer, Dave Stadtmueller, and Jim Phillips, the prior three treasurers, none is aware of its whereabouts.  Dave stated that it is of no practical use now as all documents that would have required it are filed electronically.

Proposal 5.  Article VII, Section 3 (Duties of the Treasurer)

Change

The Treasurer shall provide a current financial report at each monthly business meeting and provide the latest received original bank statements for review by the Club Board of Directors. The Treasurer shall retain copies of the bank statements with the originals retained in the permanent files of the Secretary. The Treasurer shall give bond, at the discretion of the Executive Council and at the Club’s expense, in an amount determined by the Executive Council and shall perform all other duties incidental to the office of Treasurer required by law or these bylaws.

To

The treasurer shall provide a current financial report at each monthly business meeting. While any member of the club shall be provided this information upon request, it will not be posted in any location accessible by non-members. The Treasurer shall give bond, at the discretion of the Executive Council and at the Club’s expense, in an amount determined by the Executive Council and shall perform all other duties incidental to the office of Treasurer required by law or these bylaws.

Rationale:

1. We should protect our private information as private. The proposed change formalizes that and requires the Treasurer to provide financial reports upon demand.

2. Propose dropping the requirement to provide bank statements as they are no longer mailed out.

Proposal 6.  Article VII Section 4 to include:  (Duties of the Secretary) Append to the end of the paragraph

The Secretary shall provide the regular meeting minutes to the Board at least five days prior to the next regularly scheduled meeting. Once approved, the Secretary shall submit the minutes to the webmaster for posting within five days.

Rationale:  Minutes should not be made public until approved as the Secretary may have misunderstood a discussion or included irrelevant information.

Proposal 7.  Article X, section 2  (Regular Meetings) Delete

The Club Secretary shall be responsible for submitting regular meeting minutes to the Webmeister for posting at least 5 days prior to the next scheduled regular meeting.

Rationale:  this would be superseded by the above change

Proposal 8.  Article VIII, Appointments and Committees, Section 1

Change “Administrator of XXXX” and “XXXX Chair” to XXXX Director in the section.

Rationale:  Readability.

New section will read:

Section 9 – Appointments
The Region President, with the approval of the Board of Directors shall appoint a Membership Director, an Editor for the official Club newsletter, a Webmeister for the Kansas City Region Website, a Social Activities Director, and a Driving Activities Director. Length of service for these appointments shall be at the discretion of the Region President.

Duties of the Membership Director

The Membership Director shall direct Region efforts in recruiting new members and retaining existing members. The Membership Director shall receive membership reports from the National Club, analyze the data, and take actions required to keep Region membership data current and accurate. The Membership Director shall report to the Club Board of Directors at regular meetings concerning the status of Region membership.

Duties of the Newsletter Editor

The Newsletter Editor shall cause to be published a newsletter for the purpose of communicating to the Region membership information pertinent to the activities and operation of the Region. The Region newsletter shall be published on a regular schedule as approved by the Club Board of Directors. The Newsletter Editor shall solicit assistance from the Club Board of Directors, Administrators of activities, appointees, committee chairs, and the Region membership as necessary for procurement of material suitable for publication in the newsletter to keep it informative and interesting. The Newsletter Editor will be responsible for obtaining and organizing materials, with schedule reminders, if and as necessary, in order to meet established publication schedules.

Duties of the Webmeister

The Webmeister shall maintain and design/redesign the Region website to make it attractive to visitors and members. The Webmeister shall make frequent updates as required when information changes or becomes available coordinating website content with the Club Board of Directors, Administrators of activities, Appointees, Committees, and others as necessary. The website should contain at a minimum Region administration individuals title/position and contact information as well as notifications of upcoming events including contact information for the individual coordinating the event.

Duties of the Social Activities Director (NOTE:  Re-worded description to parallel the other position descriptions)

The Social Activities Director shall arrange for a meeting place for each meeting of the Club and assist with a program as requested consistent with the objectives of the Club at each Regular and Annual Meeting of the Club. The Social Activities Director shall develop a yearly activities agenda in accordance with these bylaws, Article II, for the enjoyment of Club members and reflecting the benevolence of the club. The Social Activities Director shall be responsible for the development, promotion, and conduct of these events in accordance with the rules of the Club in association with the Club Board of Directors, and the assistance of Appointees and Committees as defined herein.

Duties of the Driving Activities Director

The Driving Activities Director shall prepare annually an agenda of PCA Club Races, driver education events, rallies, and autocrosses in accordance with Article II of these bylaws. The Driving Activities Director shall be responsible for the development, promotion, and conduct of these events in accordance with the rules of the Club in association with the Club Board of Directors, and the assistance of Appointees and Committees as defined herein.

Proposal 9.  Article VIII, Section 1, add the position “Administrator of Social Media” to the penultimate sentence.

Change:  The Region President, with the approval of the Board of Directors shall appoint a Membership Director, an Editor for the official Club newsletter, a Webmeister for the Kansas City Region Website, a Social Activities Director, and a Driving Activities Director. Length of service for these appointments shall be at the discretion of the Region President.

To:  The Region President, with the approval of the Board of Directors shall appoint a Membership Director, an Editor for the official Club newsletter, a Webmeister for the Kansas City Region Website, a Social Activities Director, a Driving Activities Director, and a Social Media Director. Length of service for these appointments shall be at the discretion of the Region President.

Proposal 10.  Article VIII, Section 1 – f (New)

Duties of the Social Media Director

The Social Media Director shall be responsible for all KCRPCA social media.  This shall include, but not be limited to; posting new events, invites, highlights from current events, summary of events, and responding to comments where applicable. No posting involving physical evidence of driving shall be allowed other than at a designated track or autocross event. Postings identifying club members (face) or car (license plate) are to be approved by club member, where possible, before posting.  The use of all social media accounts (ex: Facebook, Twitter, Instagram, etc.) are to be reviewed annually by the KCRPCA board, and recommendations given. The Administrator of Social Media shall seek the board’s approval before adding new social media accounts or adding new administrators to existing accounts.

Rationale:  The proliferation of social media practically mandates that this position be formalized and placed on par with the other Directors.

Proposal 11.  Article XIV, Section 3 – Notice of Proposed Amendments

Change:

The Club Secretary shall notify the members of any proposed amendment submitted in accordance with Section 2 above within 60 days of any Annual meeting

To:

The Club Secretary shall notify the members of any proposed amendment submitted in accordance with Section 2 above 45 to 75 days prior to the Annual meeting

Rationale:  As currently written the Secretary could notify the membership of amendments immediately prior to the Annual Meeting as that is within 60 days.  Changing that requirement to 45 – 75 days ensures that the Membership has adequate time to review proposed changes as well as ensures that the proposals are not put out so far in advance as to be forgotten when the time comes to vote on them.