By-Laws

Membership in The Packard Club/Packard Automobile Classics, Inc. (hereinafter referred to as the “The National Club”) is prerequisite to membership in POC. POC has adopted the membership requirements of The National Club.

Ownership of a Packard is not a membership requirement.

Classifications of membership and dues shall be set by the POC Governing Board (hereinafter referred to as “the Board.”) Applications for membership must be submitted to the Board for final approval before prospective members are accepted.

Membership Classifications:

A. ACTIVE MEMBER. An Active Member shall be one who has been approved by the Board and has paid the required dues.

Membership benefits extend to spouses, partners and immediate family members living at the same address. No more than two votes per household are accepted during membership meetings.

B. LIFE MEMBER. A Life Member is one who has paid the required Life Member Fee, or who, in the opinion of the Board, has made outstanding contributions which warrant the extension of Active Membership for life. Life Membership shall be continued for a surviving spouse.

C. HONORARY AND COMPLIMENTARY MEMBERS. Honorary and Complimentary Members shall be exempt from the payment of dues and shall have Active Membership benefits, except as noted below, on a yearly basis at the pleasure of the Board.

1. Honorary Members shall be those persons who have made an outstanding contribution to POC or be otherwise worthy in furthering the goals and ideals of POC, in the opinion of the Board.
2. Complimentary members shall be those persons or entities approved by the Board for complimentary membership and shall not have the right to hold office or vote in POC matters. Other types of membership may be created by the Board at its discretion.

EXPULSION. Upon receipt of a complaint submitted to the Board in writing against any member, for a matter having to do with POC affairs or Packard related transactions with another member of The National Club, the Board shall forward notice of the complaint to the member in question. The member shall be given a period of thirty (30) days to present a defense or to resolve the issue to the satisfaction of both parties. After the thirty-day period and upon consideration of the pertinent facts, the Board shall decide whether membership shall be continued or canceled and so inform the member by certified mail.

The amount of the annual membership dues for the calendar year shall be determined by the Board and approved by a majority vote of the membership at the Annual Meeting of the Membership. Any change in the amount of dues shall become effective for the following calendar year. Initial dues for new members joining after June 30 shall be 50% of the annual dues for the balance of the year.

In the case of arrears, a reminder shall be mailed to any member who has not renewed membership in POC by the end of February (60 days late), or whose membership in The National Club has lapsed. Additional personal contact by POC members shall also be attempted to aid in renewing memberships. A member shall have through March (an additional 30 days) to make membership current or that member will be dropped from the membership and will be listed on the Website as having allowed his membership to lapse.

A. ANNUAL MEETING OF THE MEMBERSHIP.
The Annual Meeting of the Membership shall be held at a time and place during the month of January as designated by the Board. Not less than 30 days advance notice of the meeting shall be given to members in “The Sidemount” or by mail, if appropriate. At this meeting, the majority vote of not less than a quorum of 10% of voting members, including those voting in absentia by proxy, is required to decide POC issues.

B. BOARD MEMBERS AND MEETINGS.
The officers of POC, known as Board Members, shall constitute the Governing Board (The Board). The Board shall have final authority in all decisions regarding the management and operation of POC, except for the selection of its successors and the setting of annual dues. The Board shall consist of eight Board Members, plus any additional appointments made in accordance with the regular provisions of these By-Laws. The terms of office shall be two years, with terms of four of the eight expiring each year.

The Board shall meet once each calendar month, with notice to all active members (for an open meeting) no less than every other month. Additional special meetings of the Board may be called by any Board Member upon adequate notice to the Governing Board, or by a majority of those Board Members present at a regular Board meeting. The Board must have a quorum of five present at any meeting in order to function, and a majority vote of those Board Members present may decide any issue.

C. NOMINATION AND ELECTION OF BOARD MEMBERS.
The Board shall appoint a Nominating Committee of five Active Members, no more than two of whom may be current Board Members, in August and shall inform the membership no later than September 15 requesting nominations for open positions by October 15. Members of the Nominating Committee are not eligible for elected office during the next term. The Nominating Committee shall select suitable candidates from members in good standing of the POC for a two-year term for a Director, Assistant Director, Treasurer, Secretary, Editor, Technical Chair, Activities Chair, Membership Chair and any other office deemed appropriate by The National Club Board of Trustees and the Governing Board.

1) The Secretary shall prepare and mail paper ballots to all members no later than November 1, containing the names of all candidates selected by the Nominating Committee. The slate shall also be presented at the November meeting and the floor shall be open to further nominations. Write-in votes for candidates not submitted by the Nominating Committee shall be accepted if accompanied by an affidavit by the write-in candidate indicating willingness to serve in the contested position. Ballots must be returned by mail, postmarked no later than December 1, or be delivered in person to the Secretary at the December meeting, to be counted. To be elected, a candidate for a contested position must receive a majority of the total number of ballots (not votes cast for a particular position).  If a majority for one candidate is not achieved, a run-off election shall be conducted by secret ballot at a Meeting of the Membership. The results will be announced at the Annual Meeting of the Membership and in “The Sidemount”.

2) If a vacancy should occur on the Governing Board, the Board shall appoint someone to fill it either at the following Board meeting or by special ballot for approval mailed to each POC Board Member. The appointment shall be for the remainder of the original term.

D. CONDUCT OF BUSINESS
The Governing Board shall conduct, and be responsible for, the business of the POC, in accordance with the By-Laws. A person may hold more than one office, with the exception of the person holding the Treasurer’s position.

E. DUTIES OF OFFICERS
1) The DIRECTOR shall be a member of The National Club Board of Trustees, shall chair the Board and Membership meetings, and shall be primarily responsible for the operation of POC. An alternate representative from among the POC members may represent the Director at his direction at meetings of the  National Board of Trustees. The Director may appoint additional assistants to the various Chairs, may call for monthly reports from each Chair, and may request that items be presented in advance for inclusion on the meeting agenda. No Director may serve more than two concurrent terms.

2) The ASSISTANT DIRECTOR shall preside in the absence of the Director and shall advise and assist the Director in the management of the POC. If the office of the Director is vacated for any reason, the Assistant Director shall assume the office of Director for the balance of the term. The Assistant Director shall also take a primary role in fundraising.

3) The TREASURER shall receive and disburse the funds of the POC according to the direction of the Board and shall comply with all legal responsibilities in carrying out the office. The Treasurer shall present the annual financial report at the Annual Meeting of the Membership and whenever the Board may require. The Treasurer shall prepare an annual budget with the  assistance of the Board. The Treasurer shall be bonded at the expense of the POC if the Board so requires or if the Treasurer’s other commitments require it.

4) The SECRETARY shall record the minutes of the Board meetings. The Secretary shall prepare and mail meeting notices and communications as directed by the Board to the general membership as well as respond to general correspondence. The Secretary shall maintain in a place of safekeeping the regional By-Laws, incorporation papers, insurance policies, and all other valuable papers of the POC.

5) The EDITOR shall solicit and collect all news and information of interest to members that is worthy of publication, including notice of the sale or purchase of automobiles in POC. The Editor shall report on POC events and shall serve as editor of “The Sidemount”.

6) The TECHNICAL CHAIR shall be responsible for issuing and enforcing rules for the regulation of meets and events, including the regional application of standards for judging. The Technical Chair shall also assist members on technical matters, particularly  with respect to the location and dissemination of appropriate technical advice and reference material. The Technical Chair shall not be expected to physically assist members with the maintenance of their Packards.

7) The MEMBERSHIP CHAIR shall be responsible for maintaining a current roster of the POC membership, promoting new membership, soliciting renewals from current members and ensuring that POC members fulfill all requirements for membership, including maintenance of membership in The National Club.

8) The ACTIVITIES CHAIR shall plan and arrange suitable trips and events. The Activities Chair shall coordinate with the Editor and the Secretary to assure proper communication with members. The Activities Chair shall poll the membership for activity preferences and call for, and preside over, the annual activity planning meeting, to be held no later than March 15.

E. COMMITTEES
The POC is encouraged to conduct its routine business through the establishment of working committees. The Board may appoint committees deemed in its sole judgment appropriate to the proper management of the POC. Committee chairs and duties shall be determined by the Board. One person may constitute a committee.

F. AUDITING
The Board shall select a committee of not less than three members to review the financial reports of POC and report to the Board annually.

G. FINAL AUTHORITY
The National Club Board of Trustees reserves final authority in all matters that challenge the proper execution of the purposes of The Packard Club/Packard Automobile Classics, Inc.

All insignias, logos, and other identification shall be selected by the Governing Board and must be submitted to the National Club Vice President of Regions for approval.

A. The regular schedule of POC meetings and planned activities shall be forwarded to the President and Vice President of Regions of the National Club.

B. The names of officers elected to the POC shall be transmitted as soon as possible to the Secretary, President, Vice President of Regions, Vice President of Publications, and “The Cormorant News Bulletin” Editor of The National Club.

C. A copy of current By-Laws for the POC shall be sent in a timely manner by the POC Secretary to The National Club Secretary when changes are adopted.

A. The POC publication, “The Sidemount”, shall be prepared by the Editor for periodic distribution to POC members. The Editor, name of publication and frequency of publication shall be approved by the Board. Publishing dates shall be set by the Editor.

B. The Editor is encouraged to send publications to other regions that reciprocate, in addition to the President, Vice President of Publication, and Vice President of Regions of The National Club.

The reproduction and manufacture of hard-to-find Packard items are important services to all owners of Packards. The POC is encouraged by The National Club to seek out projects and to contact the Vice President of Projects for ideas and help. All POC projects must be approved in advance by the National Club Board of Trustees to ensure that each project shall receive maximum support to regulate reproduction, in whole or in part, of  The National Club badge and other insignia.

A. A reasonable reserve of funds shall be maintained by POC to continue its regular corporate activities. No member of POC shall be entitled to any distributive share of the assets of POC.

B. In the event that POC is dissolved and liquidated, the Governing Board shall distribute the proceeds of the liquidation to The National Club as directed by the charter.

Order of business shall be conducted according to “Robert’s Rules of Order, Revised,” provided the rules are applicable and provided that they do not conflict with these By-Laws or the Constitution of The National Club.

In order to remain in compliance with the By-Laws of the National Club, POC By-Laws shall be reviewed and updated every seven (7) years by a committee of at least three (3) Active Members appointed by the Director. In addition, between the formal review years, any member in good standing may submit proposed amendments of these By-Laws to the Board in the form of a motion in writing mailed to the Secretary or at any Board meeting. The Board shall review the proposed amendment(s) and may recommend specific action on the proposal(s).

A. Upon favorable action by the Board, the Secretary shall prepare a written notice of the proposed amendment(s) together with a ballot on said proposal(s) and shall mail same to the current voting members of POC within 60 days after the Board recommendation.

B. The Board shall tabulate the responses received on the ballots. A two-thirds majority of favorable responses on each proposal on those ballots returned shall be required to amend these By-Laws. The Secretary shall retain the ballots until after the following Board meeting.

C. No amendments shall be made which are incompatible with the laws of Ohio or the By-Laws of The National Club. All amendments to these By-Laws shall be submitted in a timely manner to The National Club Board of Trustees via the national Secretary. A copy of these By-Laws shall be given to all new members of POC.

Approved___William Friedrich ____________________________
(POC Regional Director)

By action of the Board on May 3, 2010______________________
(date)