Charter
§1 Name and Legal Form
- The name of this not-for-profit organization is Pagoda SL Group (hereafter referred to as "the Group").
- Being an international organization, the Group is neither incorporated nor located in any country. All relevant terms of operation are set forth in this charter and the Group's Directors each agree to abide by such terms as well as by all decisions reached in Board meetings.
- The Group's assets are held at such locations, and its business is conducted from such locations, as are most effective and efficient. All records, minutes and books will be located at the addresses of the Directors responsible for their maintenance and safekeeping.
- The financial year is the calendar year.
§2 Purpose and objectives of the Group
- The purpose of the Group shall be to increase knowledge and appreciation of Mercedes Benz SL automobiles, particularly the W 113 chassis cars including the 230 SL, 250 SL, and 280 SL models produced from 1963 to 1971; to foster sharing of information, facilitate meetings and other events among owners and admirers of these cars. The Group shall be not-for-profit but may engage in profit making activities when appropriate to achieve the above stated purpose and objectives.
- The purpose of the Group shall be to maintain the historical heritage of the Mercedes-Benz brand and products, particularly the W 113 230 SL, 250 SL and 280 SL models produced from March 1963 through February 1971.
- Specifically, the Group:
- Supports the first-class restoration, preservation and operation of Mercedes-Benz W 113 automobiles through the accumulation, enhancement and distribution of relevant information among owners, enthusiasts, and service providers to these cars;
- Attempts to maintain a positive relationship with Daimler AG and its representatives, subsidiaries, and dealers worldwide;
- Assists members to take part in marque and related events, and to organize such events themselves through regional representatives;
- Establishes and maintains beneficial relationships with other organizations including Mercedes-Benz clubs and other automobile clubs.
§3 Group Funds
- The funds needed to achieve the Group's purpose and objectives shall be generated by membership dues, revenues from events, sponsoring and advertising, and other donations or other appropriate sources as approved by the Board of Directors.
- The Group's funds may only be used to achieve its purpose and objectives and may not be used to benefit any individual member except for the purpose of expense allowances for activities in pursuit of the Group's purpose and objectives.
§4 The Membership
- Persons who own a W113 model car or persons who are interested in the history of these cars or in the Group's purpose and objectives may apply to become members.
- The Board of Directors may appoint honorary members among those who have demonstrated special merit with regard to the marque or the Group.
§5 Joining the Group
- A written application to join the Group shall be sent to the Board by electronic or any other means established from time to time by the Board of Directors. By joining, the member agrees to abide by this charter. The Board, through its appointed representative(s), shall decide whether an application to join the Group will be accepted.
§6 End of Membership
- Membership can terminate as a result of death, resignation, failure to pay membership dues or expulsion.
- Resignation shall be effective upon receipt of a written or electronic notice.
- A member may be expelled as a result of a two-thirds vote of the Board if the member has acted in a manner deemed seriously detrimental to the Group or its objectives. Prior to a vote for expulsion, the member shall be given the opportunity to comment in writing on the allegations. A written notice of expulsion shall be sent to the affected member stating the reasons for the proposed expulsion. An expelled member may apply to the Board for re-instatement not sooner than one year after expulsion.
§7 Membership Dues
- There shall be two types of Group membership:
- "Basic" membership shall be free of dues and shall entitle members access to parts of the Group's website as shall be determined by the Board from time to time. Basic members shall also be permitted to attend events organized by the Group although payment for specified events may be required.
- "Full" membership shall entitle members to all Basic membership benefits as well as other benefits and services that may be offered from time to time such as access to additional parts of the website, the right to display Group membership badges, and other privileges as determined by the Board. Full membership shall require payment of membership dues as established from time to time by the Board.
§8 Rights and Obligations
- All Full members shall be entitled to vote and be eligible to stand for election to the Board if they are not in arrears with dues or any other obligations due to the Group. Each Full member shall have one vote. Membership obligations include supporting the purpose and objectives of the Group, agreeing to the provisions of the Group's charter as well as any by-laws that may be promulgated from time to time, and paying the membership dues as established from time to time by the Board.
§9 The Board of Directors
- The Board of Directors of the Group shall exist of at least five and at most thirteen members, the exact number to be established from time to time by the Board of Directors.
- The Board of Directors shall elect one or more of its members to serve as officers. Such officers may include a President, a Vice-President, a Treasurer, a Secretary and any other officers named by the Board of Directors.
- The President shall carry out the policies of the Board and shall represent the Group externally. In the event the President is prevented from doing so, a Vice-president or other member of the Board designated by the President, or the Board as a group in the event that the President does not designate such a person shall assume the duties of the President.
- The other officers shall perform those duties designated from time to time by the Board of Directors. The duties include, but are not limited to: membership secretary, webmaster, editor of Pagoda Notes, editor of Pagoda World, and events organizer.
- The Board shall oversee the conduct of business and the performance of all tasks. It may delegate special tasks to individual members.
- The Board may establish one or more committees with duties and responsibilities as determined by the Board.
- Members of the Board shall be elected for two-year terms and may be re-elected. They shall perform their duties without compensation but shall be entitled to total or partial reimbursement of reasonable expenses, when prior approval is obtained from the Treasurer.
- The Board shall meet at least quarterly or more often as necessary, in person or via electronic (e.g. "chat") means, telephonic, or other means satisfactory to the Board. Board meetings can be held with some members present in person, while others attend by other means. A quorum of the Board to take action shall require at least a majority of the Directors then in office to attend substantially all of the meeting.
- The Board may also vote using a private electronic voting mechanism via the website.
§10 Annual voting by the Full Members
- The Full members shall vote periodically on such matters and following such procedures as described below.
- A vote by the members shall be announced in writing an shall be made by or at the direction of the Board of Directors or the President. The announcement shall contain a description of the matters put up for vote, including any and all necessary information such as the financial report, the auditor's report and information on Board nominees.
- A vote is announced on the website and voting takes place via an electronic voting mechanism on the website.
- The period during which votes may be submitted shall be not less than two (2) weeks (14 calendar days) following the announcement.
- A simple majority of the Full members who actually cast a vote "for" or "against" any matter shall be sufficient to decide any matter up for vote.
- There is no specific quorum requirement for matters submitted to Full Members for a vote.
- Elections of directors, when there are more candidates than open seats, shall be conducted by plurality voting, meaning that those persons receiving the greatest number of votes shall be seated. To illustrate, if the Full Members are selecting from a slate of ten (10) candidates to fill seven (7) open seats on the Board of Directors, the seven (7) candidates receiving the highest number of votes shall be seated.
- Abstentions shall be disregarded in determining vote results.
- There shall be no transfer of votes or delegation of voting by proxy.
- The matters put up for vote shall include:
- approval of the annual report (including the financial statements)
- and may include the following:
- Amendment of this Charter
- Election or re-election of Board members
- Any other matter submitted for a vote according to the applicable rules established by the Board
- The results of voting by the Full members, indicating the matters put up for voting and the results of the voting, shall be published to the Full members no later than one week after the close of the voting.
§11 The Annual Report
- The Board of Directors shall prepare an annual report no later than March 31st of each year. Such report shall include at least the following items in appropriate detail:
- A discussion of the events and developments of the past year, an evaluation of the Group's strategy, and the plans for the next one to three year period
- Financial statements, consisting of a balance sheet, an income statement and a statement of changes in financial position for the year as well as appropriate disclosures and a written explanatory analysis.
Adoption
The original Charter of this Group was adopted by vote of the Board of Directors on 10 December 2002 and amended by the vote of the Board of Directors on August 22nd, 2011.
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