PANTERA OWNERS CLUB
REVISED AS OF AUGUST, 2015
ARTICLE I PURPOSE
The purpose of the Pantera Owners Club of America (POCA) is to:
1. encourage the formation of local DeTomaso Product Clubs anywhere there is enough interest in the marque,
2. to encourage the preservation of DeTomaso products,
3. to maintain good relationships with other marque organizations,
4. to act as a the disseminator of knowledge about the marque to POCA members through its publications,
5. to assist POCA Chapters with the planning and running of events, the putting out of their publications.
ARTICLE II PRINCIPAL OFFICE
The principal office of the Club is fixed and located at P.O. Box 3574, San Dimas, CA 91773. The Board of Directors is granted full power and authority to change the principal office of the corporation from one location to another in the State of California as they may deem reasonably necessary to facilitate the business of the corporation. Any change made pursuant to this Article shall be reflected in the Minutes of the meeting of the Board of Directors of the corporation during which the change was made.
The Pantera Owners Club of America shall also be referred to as P.O.C.A. and POCA.
ARTICLE III MEMBERS
Section 1. Classification of Members:
There shall be three (3) classes of members of the Club; Regular members, Associate members, and Honorary members, which are defined as follows:
(a) Regular Members: The Regular members of the Club shall consist of those persons who have an interest in the furtherance of the DeTomaso marque and DeTomaso automobiles. Each Regular member shall have equal voting rights, and each Regular member in good standing shall have one vote.
(b) Associate Members: The spouse of a Regular member, or one (1) other person designated by the Regular member shall be Associate members. The designation of an Associate member shall be made by the Regular member on his/her initial membership application or at the time of submitting a renewal application. A child of a Regular member shall be eligible for membership as the Associate member provided that he/she resides in the same household with the Regular member, resides in an educational institution of higher learning, or is in the armed forces. Associate members, if 18 years of age, shall have voting privileges.
(c) Honorary Members: The Club may, from time to time, elect persons to the status of Honorary members by reason of some special service to the Club, automotive industry, or for the good of the sport. An Honorary member shall not be eligible to hold office nor have voting privileges, and shall not be liable for dues.
Section 2. Application for Membership:
An application for membership should be presented in writing on forms furnished by the Club, and is subject to approval by the POCA Board.
Section 3. Fees and Dues:
(a) Every person becoming a Regular member of this Club shall pay the then current amount of dues, which dues are payable either at the time of original POCA application is submitted or upon the membership anniversary date of the Regular member.
(b) Each Regular membership shall include one (1) Associate membership for no additional dues, with such membership to be designated on the application and yearly renewal form.
(c) When dues are not paid to the Club within 60 days of the member's anniversary date, such dues shall become delinquent, and such member shall without notice be suspended and shall lose all of his/her rights and privileges as a member of the Club. During the time that the Regular member is suspended for non-payment of dues, the designated Associate member’s rights and privileges as a member of the club are also correspondingly suspended. Such suspended members may be reinstated during the year upon payment of the Regular member’s current annual dues.
(d) Assessments for any purpose within the objective of the Club shall not be imposed unless the Board has obtained the approval of the voting membership, constituting a quorum, by casting a ballot and by receiving an affirmative majority of the votes received; provided, however, that notice thereof has been given to the membership either by direct notification by publishing in the POCA Newsletter at least one (1) month prior to the date that ballots are to be submitted to the membership. Any member failing to pay assessments levied in accordance with the foregoing shall be suspended and lose all of the rights and privileges of membership. For purposes of this section, “quorum” means more than 50 percent of the voting membership.
(e) A member is in good standing only when dues are paid and/or the member has not had his/her voting privileges suspended or revoked as a result of any disciplinary action taken by the Pantera Owners Club of American Board of Directors or voluntarily resigned his/her membership. Any such member may be reinstated during the current fiscal year upon request and Board approval, and if not within the current fiscal year, then by submitting an application and dues and by being voted upon as provided for new members.
(f) The amount of dues may be adjusted once annually by a two-thirds vote of the Board of Directors of the Pantera Owners Club of America.
Section 4. Membership Renewal:
Renewal of membership in POCA is a privilege and is at the discretion of the Board of Directors.
ARTICLE IV OFFICERS
Section 1. Elected Officers:
The elected officers of the Club shall be: President, Vice-President, Secretary, Treasurer, Quarterly Editor, Newsletter Editor, Membership Director, and Advertising/Public Relations Director, who shall make up the voting Board of Directors of the Pantera Owners Club of America, together with the immediate Past President. No other office shall be created and/or filled except as provided in these By-Laws.
The Board of Directors may appoint any person(s) to non-voting staff positions as it deems necessary.
Section 2. Eligibility Requirement:
Any Regular or Associate member in good standing at the time of his/her election shall be eligible to hold office in this Club provided they meet the following criteria:
(a) The candidate’s principal means of employment is not directly dependent upon or directly associated with any commercial relations with DeTomaso automobiles, Pantera owners, DeTomaso automobile owners, or POCA members.
Section 3. Length of Term:
Officers shall hold office for the term of two (2) years, commencing as follows:
Officers of President, Secretary, Membership Director, and Newsletter Editor: from the 1st of January in every even-numbered year following the election;
Officers of Vice-President, Treasurer, Quarterly Editor, and Advertising/Public Relations Director: from the 1st of January in every odd-numbered year following the election.
Section 4. Elections:
(a) A request for nominees for upcoming elections of POCA Board of Director’s officers will be published in the July POCA Newsletter;
(b) Nominations will be taken and announced at the first scheduled meeting of the Board of Directors immediately prior to September 1st;
(c) Any member in good standing may nominate any Regular or Associate member in good standing as a candidate for office, provided that no name shall be placed in nomination without having first procured the consent of such person to serve if elected;
(d) The Board shall appoint an Election Committee of at least two (2) Regular or Associate members who have no intention of running for office in the upcoming, scheduled election;
(e) It shall be the function of the Election Committee to contact individuals nominated for office; to verify their availability for office; to verify that they are members in good standing both at the time of their nomination and, if successful, at the time of their election; to solicit additional nominees if warranted; to prepare, distribute and receive ballots; to verify eligibility of both Regular and Associate members for voting; to count the valid votes; and to announce the successful candidates;
(f) Additional nominations may be received by any member of the Election Committee prior to October 10th.
(g) All Nominees shall be required to submit a short candidacy paragraph listing qualifications for the position they are seeking, including past positions held, and reason(s) they are running for office, for publication in the November POCA Newsletter;
(h) No candidate may run for more than one office in any particular election;
(i) The full slate of nominees shall be published in the November POCA Newsletter;
(j) (Intentionally deleted)
(k) Elections shall be conducted using a method to be determined by the Board of Directors prior to each election. Methodology may include electronic balloting, mailed ballots, or such other methods as deemed appropriate by the Board. Regardless of the method utilized for voting, the following procedures must be adhered to:
1. Notice, by appropriate means, shall be given to the members not less than forty-five days nor more than ninety days prior to the date for closing of the balloting. Such notice shall specify the voting method(s) to be utilized for that election, as well as instructions and any special rules that may be required for that method
2. If the election is to be held by electronic means only, any member wishing to vote but is unable to cast their ballot electronically must so notify the Election Committee at least 30 days prior to the close of balloting and request a paper ballot which will be mailed promptly; and
3. Procedures must be employed to ensure that those voting are eligible to vote and that no member casts more than one vote. The Election Committee will be responsible for determining eligibility of the voters. The Membership Chairperson shall provide the Election Committee with a list of eligible voters on a timely basis prior to the close of balloting.
4. The ballot for the election of officers shall be sent to the members by November 1st. The election shall close on December 15th and the newly elected officers shall assume their positions on January 1st of the following year;
(l) (Intentionally deleted);
(m) Only Regular and Associate members in good standing in accordance to Article III, Section 3, Paragraph (e) as of November 30th shall be entitled to vote;
(n) Only Associate members who are specifically designated as such by Regular members will be entitled to vote;
(o) Those candidates receiving the majority of votes cast for the particular office shall be declared elected. For positions where only one person is nominated and runs unopposed, that person shall be deemed elected once the voting is closed.
(p) The Election Committee shall forthwith notify the incumbent POCA President, the Board of Directors, and the successful candidates of the election results;
(q) The election results will be published in the January POCA Newsletter;
(r) (Intentionally deleted)
Section 5. Unfilled Offices:
(a) If by December 1st, any elected office remains unfilled, the POCA Board-elect (for the coming year) shall appoint any POCA member (Regular or Associate), who is in good standing and meets the eligibility criteria, to fill the vacant office, with the exception of the office of President.
(b) Vacancies in any elective office, except the office of President, shall be filled for the unexpired term by a majority vote of the Board of Directors at the first regular meeting of the Board following the effective date of the vacancy. In the event of a vacancy in the office of President, the Vice-President shall become President for the unexpired term. The resulting vacant office of Vice-President shall then be filled by appointment of the POCA Board of Directors in accordance with the provisions herein of subsection (b).
Section 6. Duties of Officers:
(a) President: The President shall preside at all meetings of POCA and of the Board of Directors, and shall perform such other duties as ordinarily pertain to the office. The President shall have the power to appoint committees as necessary. The President shall also have the power to designate Executive Sessions of any POCA meetings and to implement Executive Sessions upon the request of any Board member.
(b) Vice-President: The Vice-President shall assume the duties of the President in his/her absence, and shall perform other duties as usually pertain to that office, and that may be assigned by the Board. In addition, the Vice-President shall be responsible for establishing the program for general meetings.
(c) Secretary: The Secretary shall keep a correct record of the proceedings of all meetings of the Club and of the Board of Directors. The Secretary shall send out all notices, motions and resolutions, conduct all correspondence and keep an accurate file thereof, together with a correct register of the officers of this Club, the officers of all POCA Chapters, the Chairperson(s) of committees, and all other data required by the President of the Board of Directors. The Secretary shall also maintain all corporate documents, Chapter organizational forms/applications, all formal requests for chapterization, and publish a summary of Board activity in the Newsletter, at least every annual quarter. The Secretary shall also preserve in a permanent file all records and letters, including the minutes book, which shall be turned over to the Secretary's successor at the close of the term.
(d) Treasurer: The Treasurer shall have charge of all moneys of the Club, and shall report monthly to the Board. The Treasurer shall collect all dues from the members, giving a proper receipt therefor. The Treasurer shall pay all bills upon authorization by the Board of Directors of the Club. The Treasurer shall keep an itemized record in a permanent file of all receipts and expenditures and give a written report of the same upon request of the President or a member of the Board of Directors. The Treasurer shall also publish an Annual Statement within the first quarter of the new fiscal year, in the Club Newsletter, and a monthly financial statement as often as the Board of Directors may direct.
(e) Advertising/Public Relations Director: TheAdvertising/Public Relations Director shall be responsible for the solicitation of all paid advertising, to include the billing of same, for all POCA National Publications. In addition, he/she will assist the POCA Chapters in securing local advertisers when requested, and forward all local Chapter advertising revenues to the POCA Chapter. All advertising for the POCA national publications will be pre-paid, and all POCA national advertising revenue will be sent, on a monthly basis, to the POCA Treasurer. Upon the request of the POCA Board of Directors, or upon the request of a POCA Chapter with the POCA Board’s authorization, the Advertising/Public Relations Director will assist POCA, or its Chapter(s), with advertising solicitations for “special projects”, or publications. The Advertising/Public Relations Director shall assume the responsibility for all public relations and marketing activities, including, but not limited to, POCA website contents, press releases and informing the media of newsworthy POCA events, and will be responsible for updating the POCA Media Kit.
(f) Quarterly Editor: The Quarterly Editor shall edit, publish and mail to all members a quarterly Club Magazine at least once every quarter, unless otherwise authorized by a majority vote of the Board of Directors. The dates of mailing shall not be later than Friday of the first week of January, April, July and October in each calendar year. The Quarterly Editor may appoint such assistants as he or she deems reasonably necessary including, but not limited to, an Assistant Editor and a Distribution Editor to facilitate the mailings.
Quarterly Content: The POCA Quarterly shall contain editorial columns, correspondence from POCA members, reviews of DeTomaso-related collectibles, a review of “Ten Years Ago”, feature articles on both events and specific DeTomaso automobiles, and magazine reprints of a non-technical nature. No technical articles, or announcements of upcoming events shall appear in the Quarterly, but shall be left to the domain of the POCA Newsletter. Where article(s) would be appropriate for either POCA publications, the Quarterly Editor shall coordinate with the Newsletter Editor prior to publishing said article.
(g) Newsletter Editor: The Newsletter Editorshall edit and distribute the Newsletter by appropriate means to all members monthly. The Newsletter Editor may appoint such assistants as he or she deems reasonably necessary including, but not limited to, an Assistant Newsletter Editor and a Distribution Editor to facilitate the mailings. In addition, the Newsletter Editor will act as a resource for POCA Chapters who request assistance in the publishing of their Newsletters.
Newsletter Content: The POCA Newsletter shall contain the President’s Column/Message, an Editor’s column, Club news, technical articles and information, announcements and flyers for upcoming events that are directly related to POCA, POCA Chapters or POCA members only, a calendar of upcoming events, a listing of Club Officers including addresses, phone and FAX numbers, and e-mail addresses, and magazine article reprints of a technical nature. No feature articles or magazine article reprints of a non-technical nature shall appear in the Newsletter, but shall be left to the domain of the POCA Quarterly. Where articles(s) would be appropriate for either POCA publication, the Newsletter Editor shall coordinate with the Quarterly Editor prior to publishing said article.
(h) Membership Chairperson: The Membership Chairperson shall promote and solicit membership in the Club, welcome new members to the Club, maintain appropriate membership records, including the POCA membership data base, obtain mailing labels when necessary with the approval of the POCA President, and shall publish an annual membership roster, containing members’ and international affiliates’ names, and the City and State/Country as provided by the members. Telephone numbers may be published unless a member indicates otherwise on the membership application. Street addresses are not to be published in the Membership Roster.
Section 7. Removal of Officers:
If an elected officer fails to perform his or her duties as set forth in the By-Laws or engages in a course of conduct or manner that is adverse to the best interests of POCA and its membership, the Board of Directors shall, by a majority vote, empower a representative of the POCA Board to send a written statement of the Board's position relating to that individual's performance of his or her duties, and of the Board’s intent to vacate that individual's office. The elected officer so affected, shall have thirty (30) days from the date of the Board's notice to respond thereto in writing. If the officer fails to respond within the time limit, or if, in the opinion of a majority of the Board members, such response contains inadequate guarantees of performance, the Board, by a majority vote, shall have the authority to declare the office vacant. The Board shall have the power to fill the vacancy pursuant to these By-Laws, and such newly appointed officer shall serve for the unexpired term of the vacancy.
ARTICLE V BOARD OF DIRECTORS
Section 1. Makeup:
The Board of Directors shall consist of the elected officers of the Club and the immediate Past-President; who is defined as that person who previously held the office of President, other than and immediately prior to the incumbent.
Section 2. Duties:
The Board of Directors shall have general supervision of the affairs of the Club in addition to their regularly assigned duties as set forth in these By-Laws. It shall perform such other duties as may be assigned to it by the Club and these By-Laws.
Section 3. Election:
Election of new officers shall also constitute election of the members of the Board of Directors.
Section 4. Voting Privileges:
All new members of the POCA Board of Directors, including the President and the Immediate Past-President, have the right to vote on all matters that come before the Board of Directors. A majority vote of the Board of Directors is required before a conflict of interest can be declared and the affected Board member must abstain from and is excluded from that vote.
ARTICLE VI MEETINGS
Section 1. Regular Meetings:
The POCA Board of Directors shall hold their meetings at regular intervals, to be determined by a majority vote of the Board of Directors and in no event less than four (4) times per year. Nothing in these By-Laws shall prohibit the Board of Directors from holding meetings by telephone or by any other form of communication if more regular communication is needed to conduct the business of POCA or its Board of Directors. Regular Membership meetings may be held at the Board’s discretion, at a time and place to be determined by the Board, with notice given to the regular membership by publishing in the Newsletter.
Section 2. President’s Meeting:
A President’s Meeting is to be held annually, at a date and location to be set by the POCA President. This meeting is to include the POCA Board of Directors, two representatives from each POCA Chapter, and two representatives of other DeTomaso clubs and/or affiliates. The purpose of this meeting is to encourage and facilitate interaction between the POCA Board, its Chapters, and other club representatives.
Section 3. Special Meetings:
There may be such additional Special meetings of the POCA Board of Directors as necessary, upon the call thereof by the President or upon the call of any three (3) POCA Board members. Such special meetings of the Board shall take place on a date and time, and at a location, designated by the person’s authorized to call same. Notice of Special Board meetings may be given either electronically or by mail, provided such notice is accomplished not less than five (5) business days in advance of the date of such Special Board meeting.
Section 4. Board Meeting Attendance:
Board meetings shall be open to the general membership. The general membership is excluded from all portions of the POCA Board meetings designated as "Executive Sessions".
ARTICLE VII DISCIPLINE
Section 1. Behavior:
All POCA Board members and POCA members shall conduct themselves in an appropriate and seemly manner at all times during Club activities in their dealings with the public, public officials, POCA Board members and POCA members.
Section 2. Member Rights:
Any POCA Board member or POCA member charged with an offense(s) under this Article shall be fully apprised of the charges in writing by the POCA Board of Directors and afforded an opportunity to respond, either in writing to or in person before, the Board of Directors, within forty-five (45) days of the notification from the Board of Directors.
Section 3. Forms of discipline:
Any POCA Board member or POCA member so charged who, in the Board's judgment, as evidenced by a majority vote, is guilty of conduct or other reprehensible behavior deemed adverse to the interests of POCA, its policies, its membership, or is in violation of any or all of these By-Laws, may be disciplined by the Board. Discipline shall take such of the following forms as the POCA Board, by a majority vote, may deem to be commensurate with the nature and gravity of the offense:
(a) Warning Letter: A private and confidential letter of warning may be transmitted by the POCA Board to the offending POCA member, setting forth the breach(es) of conduct and cautioning the member that any further act detrimental to the best interests of the Club may result in sterner disciplinary action as authorized by and contained in these By-Laws, and advising that member that he or she may respond either in writing or in person to the Board of Directors within forty-five (45) days of the notification from the Board of Directors.
(b) Letter of Censure: A formal letter of censure may be issued to the POCA member, with or without notice to the Club membership, setting forth the breach(es) of conduct and censuring the member for conduct detrimental to the best interests of the Club, and advising that member that he/she may respond, in writing or in person, to the Board of Directors with forty-five (45) days of the formal letter of censure, and that any further occurrence of offense(s) of the same or a similar nature may result in suspension of membership status, together with all rights and privileges associated therewith, and/or disqualification from further participation in Club activities, for a period as determined by a two-thirds vote of the Board of Directions.
(c) Suspension of Membership: Any POCA member, after being afforded notice and an opportunity to be heard as contained in these By-Laws, may be subject to suspension of their POCA membership, including all rights and privileges associated therewith, for a period to be determined by the POCA Board, upon a two-thirds vote of the POCA Board of Directors.
(d) Reinstatement of Membership: Reinstatement of membership status, together with all rights and privileges associated therewith, following a period of suspension, may be made by the affected member by submitting a written request for reinstatement to the POCA Board of Directors, together with the then current annual dues. Approval of reinstatement of the suspended member will require a two-thirds vote of the POCA Board of Directors.
(e) Termination of Membership: Written notice of permanent termination of membership in the Pantera Owners Club of America, together with all rights and privileges associated therewith, and disqualification from further participation in Club activities, for gross misconduct detrimental an adverse to the interests of the Club and its membership, after affording the affected member the opportunity to be heard before the Board of Directors, either in person or in writing, within forty-five (45) days after the Boar’s written notice of intent to terminate membership status. Such termination shall require a two-thirds vote of the Board of Directors present at a regular meeting of the Board or at a Special meeting of the Board called for the consideration of such discipline.
Section 4. POCA Chapter appeals to POCA Board:
Any POCA Chapter may make a formal written request for intervention and assistance from the POCA Board of Directors pertaining to an unresolved disciplinary problem existing within the ranks of the requesting POCA Chapter, subject to the following provisions:
a. The POCA Chapter President and the POCA Chapter member must agree in writing to be bound by the decision of the POCA Board of Directors;
b. Upon receipt of the signed agreement, the parties to the dispute may then submit documents, tangible items, and testamentary evidence in support of their respective contentions and positions. Written statements must be provided under penalty of perjury pursuant to the laws of the State in which the statement was obtained and written;
c. The POCA Board of Directors may request additional information from the respective parties if it is necessary to assist them in their efforts at resolving the dispute;
d. Copies of all evidentiary items submitted in support to the respective positions and contentions of the disputing parties will be provided to the POCA Board of Directors for their review;
e. Within thirty (30) days of receipt of the evidentiary items provided to them, the POCA Board members will engage in a discussion under the format of an “Executive Session”, and will then, within five (5) days following the Executive Session, each submit their written findings to the POCA President. A formal written decision will then be rendered, based upon the majority decision/position of the POCA Board of Directors, and provided to the parties to the dispute and the Chapter President;
f. The decision does not and will not preclude or prevent the POCA Board of Directors from initiating and proceeding with any separate disciplinary action against the Chapter or a POCA member.
ARTICLE VIII FISCAL YEAR
The fiscal year shall be from January 1 through December 31 of each year.
ARTICLE IX QUORUM
Section 1. Regular Membership Meetings:
Any twenty-five (25) regular and/or associate members in good standing shall constitute a quorum for the transaction of business at any regular meeting.
Section 2. Board Meetings:
A majority of the elected POCA Board members present, either in person, by telephone, or by electronic means, shall constitute a quorum for the transaction of business at any Regular or Special meeting of the Board of Directions.
ARTICLE X AMENDMENT OF BY-LAWS
Section 1. Amendment
a. These By-Laws may be amended, either in whole or in part, by a vote of eligible members as provided for herein.
The Board of Directors, by a two-thirds (2/3rds) vote; or five percent (5%) of Regular and Associate members in good standing; may propose amendments to the By-Laws by submitting proposed amendments in writing to the Secretary. Members wishing to propose an amendment may request the Secretary to send one electronic communication to all members containing relevant information about the proposed amendment and the procedure for supporting the proposal.
b. Voting on proposed Amendments to these By-Laws shall be conducted using a method to be determined by the Board of Directors, including by electronic transmission. Regardless of the method utilized for voting, the following procedures must be adhered to:
c. Once an Amendment(s) has been proposed, the Board of Directors shall appoint a Voting Committee of at least two (2) Regular or Associate members in good standing to verify eligibility of both Regular and Associate members for voting; to verify that no member casts more than one vote; to receive ballots and count the valid votes, if needed; to be the sole contact with an electronic voting service, if used, once the actual voting begins; and to announce whether the proposed Amendment(s) has passed or not. The Membership Chairperson shall provide the Voting Committee with a list of eligible voters on a timely basis.
d. Notice shall be given to the members prior to the beginning of voting by publishing the proposed Amendment(s) in the Newsletter, or other methodology as deemed appropriate by the Board of Directors, including by electronic transmission. Such Notice shall include the existing wording of the By-Law(s) to be amended and the proposed By-Law(s) as it would be worded following the amendment; an explanation describing the need for such Amendment(s); instructions on how to vote; and the latest date that ballots are to be received in order to be counted.
1. Only eligible members shall be entitled to vote on the proposed Amendment(s). Eligible members include Regular and Associate members of record and in good standing in accordance to Article III, Section 3, Paragraph (e), as of the first day of the month that the Notice of the proposed Amendment(s) is published.
2. Ballots shall be provided to all eligible members using the method chosen by the Board of Directors at least thirty (30) days but not more than forty-five (45) days prior to the date that ballots must be received. If the ballots are distributed by electronic transmission, any member may request a paper ballot be mailed to them by notifying the Voting Committee at least twenty (20) days prior to the close of balloting and such paper ballot shall be mailed to the requestor promptly.
2a. An Amendment shall be considered as passed and approved by the members if it receives a majority of the votes cast for that Amendment, provided, however, that a minimum of twenty-five (25) votes are cast for that Amendment . It shall be effective immediately unless otherwise stated in the Amendment. The Secretary shall update the By-Laws and attach a certificate as to the date of adoption of the amended By-Laws, as to their entirety or by amended section(s).
2b The voting results shall be published in the next POCA Newsletter.
ARTICLE XI PARLIAMENTARY AUTHORITY
"Robert's Rules of Order", as most currently revised, shall govern this Club in all cases to which they are applicable and insofar as they are not inconsistent with these By-Laws.
ARTICLE XII CHAPTERS
By a majority vote, the Board of Directors is authorized to approve the procedures for and the establishment of Chapters and the affiliation of other Clubs as Chapters, of the Pantera Owners Club of America.
Section 1. Chapter Name:
The Chapter name must be one approved by a majority vote of the Board of Directors, and must contain either the word "Pantera" or “DeTomaso”. By way of example: Pantera Owners Club of America, Phoenix Chapter, The San Diego Panteras, Pantera Club of New Jersey; DeTomaso Club of Chicago; Wyoming DeTomaso Owners Club.
Section 2. Chapter Organization:
The Chapter shall take the form of either a non-profit membership corporation, tax exempt, or a non-profit unincorporated membership association, in compliance with all applicable sections and provisions of the United States Internal Revenue Code, and should comply with all federal and applicable state laws governing the particular type of entity or organization formed.
Section 3. Chapter Formation Requirements:
In order for the POCA Board of Directors to review and consider a proposed Chapter’s request for status as and recognition of their organization as an authorized Chapter of the Pantera Owners Club of America, the following provisions must be met:
1. A minimum of fifteen (15) people are required to sign the Petition for Chapter Application;
2. The proposed Chapter’s Charter and/or Articles of Incorporation, By-Laws, the POCA Chapter Application containing a complete roster of the proposed Chapter’s Officers, the Charter members’ Petition, and the application fee, shall be forwarded to the POCA Secretary for submission to the POCA Board of Directors for their consideration;
3. Within 30 days’ receipt of all of the necessary documentation and the fee, the POCA Board of Directors will make their determination and notify the proposed Chapter of its decision;
4. The approval of the POCA Board of Directors is required in advance before any proposed Chapter is authorized to act or hold itself out as an official Chapter of the Pantera Owners Club of America.
Section 4. Chapter Compliance:
All officially recognized and chartered POCA Chapters agree to abide by all rules, regulations, and By-Laws which govern the Pantera Owners Club of America.
Section 5. POCA/Chapter Insurance:
A POCA Chapter agrees not to act in any way that could potentially violate Club insurance coverage, and a Chapter shall bear the costs of any additional coverage(s) that may be required by the POCA Insurance Carrier, or other insurance coverage provider, for any meeting and/or event a Chapter may chose to sponsor, conduct or participate in. The Chapter(s) shall notify the Club, at least forty-five (45) days in advance, of all scheduled events, gatherings, meetings and/or activities, in order to protect POCA’s insurance coverage(s).
Section 6. Chapter Officer Requirements:
While members of any POCA Chapter, in good Standing, may or may not choose also to be members of POCA, every POCA Chapter Officer must maintain POCA membership in good standing, during the term of his/her Chapter office. If a Chapter Officer is not a POCA member in good standing, as defined in these By-Laws, written notice will be sent to the Chapter President by the POCA Board of Directors, requesting that the non-complying Chapter Officer submit a POCA Membership Application and the current membership dues within thirty (30) days of POCA’s notification. If the Officer’s membership application and fee are not received by POCA within the time stated, the Chapter will not be considered “in good standing” as a POCA Chapter and may be subject to the suspension, modification, withholding, or other application, of its benefits from the POCA Chapter Rebate Program, at the discretion of the POCA Board of Directors, until such time as compliance is met.
Section 7. Chapter Rebate Program:
(a) At the time a member's dues are paid to POCA, that member may designate his or her "Chapter of Choice", which can also include the designation "none". This "Chapter of Choice" may be changed at the time of annual renewal by the renewing member. POCA will then pay to the member's designated "Chapter of Choice" a specific portion of his/her annual POCA membership fee, provided the POCA “Chapter of Choice” is in good standing. Where there is no Chapter affiliation chosen or designated at the time a member's dues are paid, or the Chapter is not in good standing as defined in these By-Laws, no portion of the renewal fee will be paid to any Chapter.
(b) Upon a POCA member’s payment of the annual POCA membership fee, the Club will pay to that member’s designated “Chapter of Choice”, a specific amount, to be determined by the Board of Directors, out of the POCA member’s annual membership fees. These funds that are rebated back to the POCA member’s designated Chapter may be allocated by the Chapter as general income and used as the Chapter sees fit, providing said use is not in conflict with these By-Laws, or the law in general. Said funds will be remitted quarterly by check to each Chapter by the 10th calendar day of March, June, September, and December, encompassing the designated Chapter’s portion of all membership fees received for the prior quarter.
(c) The POCA Chapter Rebate Program is limited in its application to those POCA members who reside in the United States, or who are members of the United States Armed Forces on assignment outside of the United States with a federal post office address. POCA members who otherwise reside outside of the United States are not permitted to designate a “Chapter of Choice” on their POCA applications and/or renewal forms so as to initiate the provisions and benefits of the POCA Chapter Rebate Program. Those members may affiliate with a Chapter independently and at their own discretion and not through their designation of a POCA “Chapter of Choice”.
Section 8. Chapter Status:
(a) The Pantera Owners Club of America reserves the right to revoke Chapter’s official status for violation(s) of any such rules, regulations or agreements referenced herein. This revocation shall include termination of the words and/or phrases "Pantera Owners Club of America", "P.O.C.A.", and / or "a Chapter of... " and/or any other terminology that may indicate that the Chapter was a Chapter of the Pantera Owners Club of America. Further, that for any such breach by its Chapter, POCA shall be entitled to recover reasonable attorney's fees and court costs in connection with enforcing its rights under the terms of these By-Laws.
(b) If an officer of a POCA Chapter is not, or ceases to be, a POCA member in good standing, as previously defined herein, then at the discretion of the POCA Board of Directors, after consultation with the Chapter’s Board of Directors, funds to the affected Chapter from the POCA Chapter Rebate Program may be withheld, modified, or otherwise applied, or other actions taken as deemed appropriate, by the POCA Board of Directors, until such time as the situation is resolved.
Section 9. General Provisions:
The Board of Directors of the Club is authorized to adopt such further rules, regulations and By-Laws articles, as it may deem reasonable and necessary for the establishment, maintenance, and termination of Chapters.
Article XIII POCA FORUM
Section 1. Administration:
POCA agrees to host and administer the email forum <poca.com> (formerly <Realbig.com/DeTomaso>) list server and its archives as a free public subscriber service open to members and non-POCA members.
The POCA e-mail forum may be engaged by registered users to post or view messages on topics of interest related to DeTomaso subject matter. As a Forum dedicated to topics DeTomaso related, it is strictly forbidden that POCA officers or staff filter or censor messages for any reason other than foul/vulgar language content or genuine legal concerns. The intent is to prevent any POCA member from manipulating the Forum’s content beyond that which is outlined in the Administrator’s responsibilities.
Section 2. Administrator Selection and Status:
The selection of an Administrator of the Forum must be approved by majority vote of the Board of Directors. This Administrator position would be considered a non-voting staff position of unspecified duration. Tenure concludes by resignation or majority vote of the Board of Directors.
Section 3. Administrator’s Responsibilities:
The Administrator’s responsibilities include and may not be limited to:
1) assisting people having trouble subscribing or unsubscribing to the Forum.
2) routinely review the queue of messages the list software has set aside as potential SPAM. Permit real messages from list members to proceed.
3) monitoring the Forum to ensure subscriber postings are consistent with rules that include behavior that is respectful of others, use of appropriate language and the content remain on DeTomaso related topics. The Administrator will warn & counsel violators. If violations persist, the Administrator is authorized to suspend or expel the individual(s) from the Forum.
4) maintaining the relationship with the service provider of the dedicated server hosting the Forum and its archives. Alternatively, the Board may approve an additional staff member by majority vote of the Board of Directors. Tenure of this position concludes by resignation of the Administrator or a majority vote of the Board of Directors.
Section 4. Service Termination:
Should POCA determine that hosting the Forum does not serve its interests, A 2/3s vote of the Board of Directors will authorize it to be passed to another custodian.
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