BY-LAWS
ARTICLE I
GENERAL
Section 1. Name
This organization shall be known as the Grand Prix Chapter and is an international Specialty Chapter of the Pontiac Oakland Club International [POCI], established June 24, 1988, henceforth referred to as the Chapter. The official Chapter logo appears above.
Section 2. Purpose
The Chapter is dedicated to the historic preservation and restoration as well as enjoyment of all years of Pontiac’s Grand Prix models. Objectives of the Chapter include expanding interest and awareness of the Pontiac Grand Prix as well as activities, promotion of social activity among its members and promotion of cooperation in historic preservation and restoration activities.
Section 3. Limitation of Methods
The Chapter is a not-for-profit social or recreational organization, with tax liability exemption for dues only, incorporated in the state of Indiana as of November 12, 2010.
No member or person shall use the Chapter logo, supplies or equipment to: solicit sponsors or door prizes, advertise, organize, conduct or profit from any event for any reason without prior approval and the EXPRESSED WRITTEN CONSENT of a simple majority vote of the Pit Crew.
ARTICLE II
MEMBERSHIP RIGHTS AND PRIVILEGES
Section 1. Membership
Non-discrimination. No application for membership shall be approved or denied on account of the sex, race, creed or religion of the applicant.
Classes of Membership.
Active Member. A member of POCI who has dues paid up, is an Active member of the Club. Membership shall be designated as Family Membership, which includes member, spouse and all children living with parents as a dependent, if applicable. Any family member other than spouse and dependent children must pay separate membership dues. The Chapter accepts all new members who have interest in, own or are pursuing ownership of any Pontiac model particularly the Grand Prix model, but not limited to such ownership.
Honorary Member. A person who founded or gave extraordinary service to the Club over a long period may become an Honorary member by affirmative vote of three-quarters of the Officers and Pit Crew. Persons holding Founding and Lifetime Member status under previous Bylaws are now Honorary Members. No dues are required of Honorary Members, who shall have all the privileges of Active members.
Business Member. A business that advertises in the Chapter newsletter is a Business Member of the Chapter. Business membership does not require membership in POCI. A portion of the advertising fee, set by the Officers and Pit Crew, shall be designated as membership dues. Membership is required to place display advertisements in the club magazine and website.
Section 2. Dues
Each Family Membership dues shall be determined by the Officers and Pit Crew and are payable in July. There are two (2) tiers of dues amount available, determined by the receipt of the Chapter’s newsletter, one being a hard copy that is mailed bi-monthly or two being receipt of the newsletter via email, also issued bi-monthly. The difference between the two types of membership is determined by the cost to print and mail a hard copy of the newsletter vs an emailed version. Membership dues are due on July 1 of each year and are for one year. New members that join during the fiscal year shall have their dues pro-rated for the balance of the year.
Section 3. Voting
Each Membership with dues paid shall have one vote, with the exception of Family Memberships. If each member, as defined above, is an Officer or Crew member then they shall have one vote each on all matters of business that may come before the general membership. Voting is normally done at regular scheduled annual club meetings, but can be done by teleconferencing or email to facilitate Pit Crew meetings that are held as needed during the year. No absentee ballots will be accepted at the annual meetings. A minimum of two Officers and/or Crew members must be present at club meetings to be official. All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place. Members present at these meetings shall constitute a quorum.
Section 4. Termination of Membership
Members, who do not pay their annual membership dues within the 60 day limitation, may be dropped from the membership roster. Members who wish to be reinstated following being dropped, may do so by paying a full current year’s dues during the 60 days limitation period. The Pit Crew reserves the right to terminate or deny membership.
Suspension and expulsion. Any Chapter member may be suspended or expelled by two-thirds vote of the Pit Crew for good cause, which shall be an action inconsistent with the general objectives or best interests of the Chapter or its reputation.
ARTICLE III
FISCAL YEAR AND MEETINGS
Section 1. Fiscal Year
The fiscal year shall run from July 1st through June 30th. New members may join at any time by paying the predetermined dues as outlined in Article II, Section 2.
Section 2. Membership Meetings
Since this is an international chapter, membership meetings will be held annually during the time period of the POCI national annual convention. A specific time and location to be determined and posted by the National Convention, and posted in the list of activities
Section 3. Board Meetings
The Officers of the Chapter may conduct all necessary Chapter business as may be necessary via telephone and/or e-mail conferences and have full authority to act on behalf of the members in all matters except those specifically required to be passed by a general membership vote. The Officers or Crew Chief may call special meetings that are deemed necessary to conduct the business of the Chapter.
ARTICLE IV
OFFICERS AND PIT CREW MEMBERS
Section 1. Officers
The membership shall elect and install the following officers for a two year term as follows: President, Vice President, Secretary/Secretary/Treasurer, and Crew Chief. The nominations for these Offices shall be limited to any member in good standing, and shall be accepted by the Chapter’s Secretary/Treasurer by regular mail or email prior to the annual meeting, or by voice nomination at the meeting.
Section 2. Duties of the Officers
The duties and responsibilities of Officers shall be as listed below. In the absence of the President or in the case of the inability of the President to serve, the line of succession would be Vice President, Secretary/Treasurer, and Crew Chief. The duly elected Officers shall also serve as members of the Pit Crew on any or all points of business presented.
President: The President shall preside over all general meetings including, but not limited to, the annual membership meeting. The President, or designee, shall be the Chapter representative at all meetings or functions with other clubs or with POCI. Upon completion of service, the outgoing President will serve on the Pit Crew as a non-voting advisor for a period of two years, unless elected to the Crew by nomination and vote.
Vice President: The Vice President shall assume the duties of the President in the absence of the President. The Vice President shall become President in the event of resignation or for any reason the President cannot complete his/her term. Additional duties shall also include, but not limited to the Chapter display and the Grand Prix Finest Award at the National Convention,
Secretary/ Treasurer: The Secretary/Treasurer shall receive and disburse funds upon the receipt of proper documentation or approval by the Board of Directors or membership vote and shall make a report at each annual meeting to the membership regarding the financial and membership state of the Chapter compared with the past year. Additionally, a similar report detailing the past quarter’s performance should be prepared for the Officers and Crew Chiefs attention and possible action. The Crew shall have the authority to require a Surety Bond for the Secretary/Treasurer or any other Officer, the cost of which shall be borne by the treasury. The Secretary/Treasurer, or their designee, shall take the minutes of the annual meetings and provide same to the newsletter editor for publication in the NEXT issue. The Secretary/Treasurer, or designee, is hereby responsible for all correspondence to the POCI, and for all record keeping that is required by same.
Crew Chief: The Crew Chief shall be responsible for convening the Crew as necessary in order to conduct the Chapter’s business including requests for expenditures in excess of $50 or for staffing required to produce a GP Chapter event of any kind. It is the responsibility of the Crew Chief, or designee, to take the minutes of all Crew meeting and for the Chief to furnish same to the newsletter editor for publication in the next newsletter issue.
Section 3. Pit Crew (Board of Directors)
The voting members of the Pit Crew shall consist of the 4 Officers, plus 9 other members, including those specific to the promotion, development, and arranging of meetings and events, to be called the “Pit Crew”, for a total of 13 members, and no less than 7 members. *The minimum Crew numbers shall ultimately depend on having sufficient qualified applicants for the positions and can be less than 7 if necessary.
Clause 1 — Pit Crew role, size, and compensation: The Crew is responsible for overall policy and direction of the association, and delegates responsibility of day-to-day operations to the Officers and committees. The Crew shall have up to 13, but not fewer than 7 members*. The Crew may receive compensation for dues if approved at the annual meeting, and reimbursement for receipted expenses if approved by the Secretary/Treasurer.
Clause 2 — Terms: All Crew members shall serve two-year terms, but are eligible for re-election. Terms begin at election. Terms will be staggered with ½ being elected each year. If nominated and elected to an Officer position, that seat will be filled by a new nominee or may be appointed by the Crew Chief.
Clause 3 — Meetings and notice: The Crew shall have a meeting at least once per year, at the annual convention, and meet as needed via teleconferencing or email. The Crew Chief, or designee, shall be responsible for taking all Crew meeting’s minutes and for transmitting same to the newsletter editor for publication in the next newsletter issue
Clause 4 — Pit Crew Elections: New directors, and the Crew Chief shall be elected or re-elected by a simple majority of members present at the annual meeting. The Crew Chief will preside over Crew meetings and functions of the Crew.
Clause 5 — Election procedures: A Pit Crew Committee shall be responsible for nominating a slate of prospective Crew members representing the association’s diverse constituency. In addition, any member can nominate a candidate to the slate of nominees.
Clause 6 — Quorum: A simple majority of the Pit Crew shall constitute a quorum, which may act in any manner within its competence by vote of a majority of the Crew present while a quorum is present.
Clause 7— Removal of Crew Member: The Pit Crew may, at any regular or special meeting, by the affirmative vote of at least two-thirds (2/3) of those Crew Members voting, remove a Crew Member from office for infraction of any Chapter rule or any behavior deemed not in the best interest of the chapter. Written notice of the proposed action must be sent to all Crew Members at least 30 days prior to the meeting. The Crew Member whose directorship is in question shall be given an opportunity to be heard at this meeting, but shall have no vote on the question.
Clause 8 — Vacancies: When a vacancy on the Crew exists mid-term for any reason, the Crew Chief may appoint a member in good standing to fill the term until the election at the annual meeting, with approval of a simple majority of responding/voting “Pit Crew” members.
Clause 9 — Resignation, termination, and absences: Resignation from the Crew must be in writing and received by the Crew Chief or the Chapter Secretary/Treasurer. A Crew member may be terminated from the Crew due to excess absences or failure to participate in teleconferencing or email conducted meetings.
Section 4. Duties of the Pit Crew
The Pit Crew shall act as the governing body for the Chapter, henceforth referred to as the Crew. Disputes or major decisions shall be determined by the majority vote of the Crew. The electors shall serve as an Arbitration Committee on any controversy between members relating to Chapter activities. The Crew reserves the right to review and edit all written materials associated with the Chapter activities before publication. Submit necessary articles or information to the newsletter editor for publication to keep the general membership informed of their activity.
Section 5. Committees
The President shall appoint with advice and counsel of the Vice-President, Secretary/Treasurer, and the Crew Chief, all Committee Chairpersons from the Crew, who will seek volunteers to serve on said committee. The responsibilities of each committee must be clearly defined and may consist of general at-large members, as appointed by the committee chairperson. Each committee will be comprised of an odd number of members. All committee votes will be by simple majority.
Section 6, Newsletter: Prix Views
The Chapter shall publish a newsletter on a bi-monthly basis, for a total of 6 issues per fiscal year, or as fiscal and other limitations allow.
The newsletter will serve to keep the membership informed of meeting times and locations, Chapter activities, informative articles and classified ads and dissemination of other Chapter information are at the discretion of the Editor.
The newsletter shall be distributed by the US Postal Service regular mail OR email, to all registered Chapter members in good standing, in return for dues paid. The dues amount is determined by the member’s choice of delivery. The email version of the newsletter will usually contain more content than the hard copy. The newsletter Editor and/or publisher need not be Chapter members, is NOT an elected position and may be a paid position, compensation to be determined by the Officers and the Crew. The Editor accepts the responsibility to insure timely completion of each issue and to meet all requirements.
ARTICLE V
FINANCES
Section 1. Funds
The Chapter shall only use its funds to accomplish the objectives and purposes specified in these Bylaws, or as proposed and agreed upon by the Officers and approved by the Crew with a simple majority.
The Chapter shall maintain a checking account or money market account. The type of account will be at the discretion of the Treasurer. The Treasurer may at his or her discretion place funds in a Certificate of Deposit or a Savings Pass Book Account. No other investment accounts may be opened with out the approval of the Crew. The Crew may require a Surety Bond for the Secretary/Treasurer at Chapter expense.
Section 2. Disbursements
No obligations or expenses shall be incurred and no money shall be appropriated or paid except with regulations set forth by the Officers and Crew. Checks shall require only the signature of the Treasurer. It is intended that only the Secretary/Treasurer shall disburse funds under routine circumstances. However, as outlined in the Secretary/Treasurer’s description of duties, if unable to fulfill this duty, the appointed alternate Officer may complete disbursements as may be required for Chapter activities. The Crew may authorize other members to complete disbursements in the Secretary/Treasurer’s absence, by majority vote. Any Officer or Crew member is authorized to spend up to $52.00 for items or expenses for the improvement of the Chapter or its functions. In case of an emergency that occurs in a “field” situation such as at a Chapter event, any two Officers or Crew members may authorize an amount not to exceed $250 for supplies or “Kinko” type expenses without prior Crew approval. All expenses incurred require receipts in order to be reimbursed. At no time will the Chapter assume a member’s debt without this approval. Any member or Officer who submits expenses incurred without prior approval will not be reimbursed.
Section 3. Liability
To the extent permitted by law, no member of the Chapter shall be personally liable for any debt or liability incurred by or on behalf of the Chapter, or by any other party carrying out the duties or functions of the Chapter.
ARTICLE VI
DISSOLUTION
Section 1. Dissolution
Upon the dissolution of the Chapter, all belongings and property shall be sold at fair market value with an opening bid determined by the Officers and Crew. The membership shall have the first option to a sealed bid before opening bids to the public. All proceeds shall be donated to an organized charity agreed upon by the Officers and Crew.
ARTICLE VII
AMENDMENTS
Section 1. Amendments
- Amendments may be proposed by any current member in good standing.
- All proposed amendments must be submitted in full detail: what the amendment is, why it is being presented and how this change will benefit the Chapter, to the Secretary and the Crew Chief, in writing or email. It must be dated and include the presenter full name and address.
- The exact proposed amendment will be presented to all Directors in writing or email within two weeks of receiving those proposals.
- These By-Laws may be amended when necessary by a two-thirds majority of the Pit Crew.
- Voting may also take the form of a written vote or ascent by majority of members at the Annual Meeting if necessary.
ARTICLE VIII
INDEMNIFICATION
Section 1. Third Party. The Chapter shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, administrative, or investigative (other than a action by or in the right of the Chapter) by reason of the fact that such person is or was a Director, Officer, Employee, or Agent of the Chapter, or is or was serving at the request of the Chapter as a Director, Officer, Employee, or Agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees), judgments , fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suite, or proceeding if such person acted in a manner believed in good faith to be in or not opposed to the best interest of the Chapter, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s own conduct was unlawful. The termination of any proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the Director, Officer, Employed, or Agent did not act in a manner which such person reasonably believed to be in or not opposed to the best interests of the Club, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such persons’ own conduct was unlawful.
Section 2. Chapter. The Chapter shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Chapter to procure a judgment in its favor by reason of the fact that such person is or was a Director, Officer, Employee, or Agent of another corporation, or is or was serving at the request of the Chapter as a Director, Officer, Employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Chapter, and, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of such person’s duty to the Chapter, unless and only to the extent the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all circumstances of the case, such person if fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
Section 3. Mandatory Indemnification. To the extent that a Director, Officer, Employee, or Agent has been successful, on the merits or otherwise, in the defense of any proceeding to which such person was a party, or in defense of any claim, issue, or matter therein, because such person is or was a Director, Officer, Employee, or Agent of the Chapter, the Chapter shall indemnify the Director, Officer, Employee, or Again against reasonable expense incurred in connection therewith.
ARTICLE IX:
PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Roberts Rules of Order shall govern the Council in normal procedure of meetings. In the event Roberts Rules of Order are in conflict with these by-laws the by-laws shall prevail.
Submitted: ___5/25/2011_______ Adopted: ___5/25/2011_____
President: _______________________ Vice President:______________________
Steve Fleury Penny San Marco