The Constitution and Bylaws of
Packards International Motor Car Club

(A California Corporation)

CONSTITUTION

ARTICLE I – NAME, OBJECT, AND EMBLEM

SECTION 1. The name of this Club shall be “Packards International Motor Car Club.”

SECTION 2. The objects of the Club, a not-for-profit organization, shall be: (a) To encourage and promote the preservation and use of Packard Automobiles; (b) To encourage the organization of Regions and Chapters of Packards International Motor Car Club in those localities where there are sufficient fanciers of the Packard Automobile to meet the requirements of Packards International for a Region or Chapter; (c) To provide a source of and exchange of information and related material concerning the history of the Packard Automobile and the Packard Motor Car Company; (d) To do all in its power to protect and advance the preservation of the Packard Automobile by encouraging events, tours, and exhibitions of the Packard Automobile by and through the Regions and Chapters of Packards International Motorcar Club or by and through the Club itself; and

(e) To own real or personal property incident to the furtherance of these objects.

SECTION 3. The Club shall not be conducted or operated for profit and no part of any profits or remainder or residue from dues or donations to the Club shall inure to the benefit of any member or individual.

SECTION 4. The Board of Regents of the Club shall adopt and may from time to time revise such By-Laws as may be required to carry out these objects.

SECTION 5. The emblem shall be a facsimile of the Packard Coat of Arms and the words “Packards International.”

ARTICLE II – REGENTS AND OFFICERS

SECTION 1. The Board of Regents will be a continuing body and any vacancies therein will be filled by appointment from the current Club membership roster by the remaining Board of Regents membership.

BY-LAWS

ARTICLE I – PRINCIPAL OFFICE AND SEAL

SECTION 1. Principal Office. The principal office of the Club in the State of California shall be located in the county of Orange. The Club may have such other offices within the State of California as the Board of Regents may determine or as the Officers of the Club may require from time to time.

SECTION 2. Registered Office. The Club shall have and continuously maintain in the State of California a registered office, and a registered agent whose office is identical with such registered office, as required by the General Not-for-Profit Corporation Law of the State of California. The registered office may be, but need not be, identical with the principal office in the state of California, and the address of the registered office may be changed from time to time by the Board of Regents.

SECTION 3. Club Seal. The Secretary shall have custody of the Club Seal.

ARTICLE II – MEMBERS AND MEMBERSHIP

SECTION 1. Eligibility. Any person of good character, with interests in accord with the purposes of this Club and approved by the Board of Regents shall be entitled to membership in this Club.

SECTION 2. There shall be six (6) types of memberships: Individual, Family, Charter, Honorary, Life, and Region.

(a) Individual memberships shall be open to all persons 18 years of age and older who subscribe to the purposes of this Club.

(b) Family memberships shall be open to any two individuals, 18 years of age or older, who subscribe to the purpose of this Club, and who reside in the same household.

(c) Charter memberships are conferred automatically upon those members who attended the meetings of this Club prior to January 1, 1964 and have paid dues up to the present time.

(d) The Board of Regents may by a majority vote create an Honorary Membership for certain individuals who have made an outstanding contribution to this Club or to automotive history. Honorary members shall have all the rights and privileges of other membership categories, but shall be exempt from paying dues.

(e) Life Memberships shall be available to any duly approved member who has paid the dues for this type of membership. Privileges are the same as “Individual Membership.”

(f) Region Membership shall be open to Regions or Chapters of the Packards International Motor Car Club that are eligible to hold tours and events as members of Packards International Motor Car Club. Upon issuance of the Charter for the Region or Chapter, that region or chapter shall become a member of Packards International Motor Car Club. Membership shall continue until the Charter is revoked by the Board of Regents or until the Region or Chapter declares in writing that it no longer wishes to continue as a Region or Chapter of Packards International Motor Car Club.

The Club shall furnish to each Region and Chapter, Club emblems, insignia, certificates, etcetera, to be disbursed to members as prizes or awards or in exchange for the established price, and not otherwise. All Regions and Chapters shall submit proposed dates of all activities to the Club’s Committee in charge of “Activities and Meets”. All Regions and Chapters shall submit the names and addresses of all members (old and new) to the Secretary of the National Club within thirty days of the beginning of each Club fiscal year. Regions and Chapters shall also send the names and addresses of all new members to the National Secretary within thirty days of the start of its new membership year. Region and Chapters are entitled to a link from the website of Packards International Motor Car Club to its Region or Chapter website and are entitled to send a representative to the mini-congress held in conjunction with the Annual Membership Meet and Annual Meeting.

All members of a Region or Chapter must also be members of the Packards International Motor Car Club.

A Region located within 150 miles of the International Headquarters in Orange County shall hold no activity that will conflict with an activity of the International Club.

SECTION 3. Dues.

(a) Individual membership dues, Family membership dues, and Life membership dues shall be set by the Board of Regents. Any change in the dues approved by the Board of Regents shall take effect the following year. Members outside the United States shall pay an additional amount in dues to supplement the excess cost of postage. Dues are payable on or before the first day of January each year.

(b) Region membership dues shall be set by the Board of Regents, payable on or before the first day of January.

(c) All dues changes for the ensuing year shall be determined by a majority vote of the Board of Regents at its September meeting.

(d) During the month of October, the Membership Chairman shall send or cause to be sent to each Individual, Family, and Region member a statement of dues for the ensuing year.

(e) During the month of February, the Membership Chairman shall send or cause to be sent a second statement of dues to all members who have not submitted payment of dues for the current year. Any member in arrears for dues on March 31st shall be dropped from the active roster.

(f) Members approved for membership during October, November, or December are entitled to membership for the ensuing year.

(g) Arrears. Any member in arrears for dues by April 1st of any year shall be dropped from the active roster after proper notice.

SECTION 4. Election to Membership/New Regions and Chapters

(a) Each applicant for membership shall apply on a form as approved by the Board of Regents, which form shall provide that the applicant agrees to abide by these Constitution and By-Laws. Accompanying the application, the prospective member shall submit dues payment for the current year.

(b) The application for Individual or Family membership shall state the name, address, telephone number, and e-mail address of the applicant(s).

(c) Any group of ten or more members (Active) of this Club may make a written application to the National Board of Regents for the right to form a Region. Special consideration will be made to groups of less than ten based on the specific area population dispersal and geographical location. Any group of five or more Active Members of this Club whose geographical are of activity falls within an existing Region may apply to the Board of Regents and to the governing Board of that Region to form a Chapter under the administrative jurisdiction of that Region. All Regions and Chapters must first have the approval of the Board of Regents. Any Region that receives an application for a Chapter must forward this application to the Board of Regents for approval. The Board of Regents will issue Charters to all Regions and Chapters after approval. Any administrative disputes that may arise between Chapters and Regions may be appealed to the Board of Regents and their findings will be final. When its Charter is granted, the Board of Regents shall specify the name and its jurisdiction. The Board of Regents may revoke a charter at any time a Region is deemed to be operating contrary to the purposes of the Club. The granting of a charter does not authorize the group to act as the Club’s agent in any way.

SECTION 5. Discipline

(a) Upon a charge being submitted in writing against any member not exempt therefrom, the Board of Regents shall have the power to suspend or expel such member. Upon a majority vote of the Board at any regular or special meeting of that Board affirming that suspension or expulsion may be appropriate, the Secretary shall send a notice of the charge(s) by certified mail to the member against whom any charge has been proffered, and he shall be given a period of thirty (30) days to present a defense before any action is taken against him.

ARTICLE III – MEETINGS

SECTION 1. Annual Meeting. The Annual Meeting of the Club shall be held at a time and place determined by the Board of Regents, but shall generally occur between January 1 and February 28/29 of each year. Written notice of the date, place and time of the annual meeting shall be sent or caused to be sent by the Secretary to all members of record at least sixty (60) days before such meeting.

The Annual Meeting shall consist of the following meeting activities: a. TheMembershipMeet
b. TheGeneralBusinessMeeting

SECTION 2. Quorum for Annual Meetings. A quorum shall consist of those members attending the Annual Meeting.

SECTION 3. Order of Business at the General Business Meeting. At the General Business Meeting, the order of business so far as the character and nature of the meeting may permit, shall be as follows:
Minutes of Last Meeting
Report of Board
Report of President
Report of Secretary
Report of Treasurer
Report of Committees
Unfinished Business
New Business
Adjournment

The President is not required to accept for discussion before the Annual Meeting any subject not communicated in writing to the Club Secretary at least ten (10) days prior to the Annual Meeting.

SECTION 4. Board of Regents Meetings.

(a) Regular Meetings. Regular Meetings of the Board of Regents shall be held at the principal office of the Club at a frequency determined by the Board of Regents at the October meeting of the Board. All regular meetings shall be open to the general membership; however, no attendee who is not a member of the Board of Regents may speak at any regular meeting without the prior consent of the President or acting President. Persons addressing the Board of Regents at any regular meeting shall limit their remarks to the subject matter for which they received permission to speak.

(b) Special Meetings. Special Meetings of the Board of Regents may be called at any time by the President, the Executive Vice-President, the Secretary, or any two members of the Board of Regents. Notice of the time and place of any special meeting shall be given to each member of the Board by (a) personal delivery of written notice, (b) first- class mail, postage pre-paid, (c) telephone, including a voice messaging system or other system or technology designed to record and communicate messages, either directly to the Regent or to a person at the Regent’s office who would reasonably be expected to communicate that notice promptly to the Regent, (d) facsimile, (e) electronic mail, or (f) other electronic means. All such notices shall be given or sent to the Regent’s physical or e-mail address or telephone number as shown on the Club records.

Notices sent by first-class mail shall be deposited in the United States mails at least five (5) days before the time set for the meeting. Notices given by personal delivery,

telephone, or electronic mail shall be delivered, telephoned, or sent, respectively, at least 48 hours before the time set for the meeting.

The notice shall state the time of the meeting and the place. The notice need not specify the purpose of the meeting.

(c) Meetings by telephone or other telecommunications. The Board of Regents may conduct any meeting by conference phone call, video screen communication, or other communications equipment if all of the following apply:

i. Each member participating in the meeting can communicate concurrently with all other members;

ii. Each member is provided the means of participating in all matters before the board, including the capacity to propose, or to interpose, an objection to a specific action to be taken by the Board;

iii. The Board has adopted and implemented a means of verifying both of the following:

(a) A person participating in the meeting is a Regent or other person entitled to participate in the Board meeting.

(b) All actions or votes by the Board are taken or cast on by the Regents and not by persons who are not Regents.

(d) Minutes. All meetings conducted by the Board of Regents must produce written minutes approved by the Board of Regents at its next meeting.

(e) Quorum. A majority of the Board of Regents shall constitute a quorum at any regular or special meeting of the Board.

(f) Majority Action as a Board Action. Every act or decision done or made by a majority of the Board of Regents present at any regular or special meeting duly held at which a quorum is present is the act of the Board of Regents.

(g) Rules. Any question(s) concerning Parliamentary law or procedure during a meeting of the Board shall be clarified or determined by reference to a current edition of ROBERT’S RULES OF ORDER.

ARTICLE IV – OFFICERS AND REGENTS

SECTION 1. General. The Club shall be governed by a Board of Regents comprised of not less than seven (7) nor more than fifteen (15) individuals. It shall have general management and complete control of the affairs and property of the Club, and shall perform all duties not specifically designated by these by-laws. At any meeting, a majority vote shall decide, unless otherwise provided.

The Board of Regents will be a continuing body and any vacancies therein will be filled by appointment from the active roster by the remaining Board of Regents membership, except that a vacancy in the Office of President shall be filled by the Executive Vice- President and the ensuing vacancy of the Office of Executive Vice-President shall be filled by appointment from the active roster by the remaining Board of Regents.

To be eligible for appointment to the Board of Regents, a member must agree to regularly attend the Board of Regents’ meetings at International Headquarters. In addition, Board Members should own a Packard, must attend the National Meets, must participate at the events occurring in the Region or Chapter where he resides; must chair a committee or work on several committees, and must desire to be on the Board to work in harmony with fellow members. Any exception to this section must be approved by the Board of Regents prior to the appointment to the Board of Regents.

Any Board member who misses two (2) consecutive Board Meetings will receive a notice from the Secretary indicating those absences. Should a Board Member miss three consecutive meetings, he may be removed as a Member of the Board of Regents, by a majority vote of the remaining members of the Board of Regents.

Any Board Member who is appointed to the Board upon qualification and subsequently fails to meet the minimum criteria as set forth above may be removed as a Member of the Board of Regents upon a majority vote of the Board at any regular or special meeting.

SECTION 2. Officers. The Board shall be comprised of the following Officers: President, Executive Vice-President, Vice-President of Regions, Secretary, and Treasurer, which shall be elected by plurality vote from its number and each to serve until their successors have been elected and qualify. Other officers, as may be deemed necessary for proper and successful operation of the Club, may be appointed by the President, if approved by a majority vote of the Board of Regents.

Each officer shall serve in his respective capacity with regard to the Club and its meetings and the Board and its meetings.

(a) The President shall preside at all meetings of the Club and of the Board, and shall have the duties and powers normally appurtenant to the office of President in addition to those particularly specified in the Constitution and By-Laws, including but not limited to setting up, preparing an agenda for, and presiding at all meetings. The President shall appoint assistants to the Chairman of each Standing Committee. He shall have the power to decide all questions of equal division. The President may, at his discretion, appoint additional Vice-Presidents, an assistant Treasurer, an assistant Editor and any additional necessary officers form among the Board of Regents to serve at his pleasure, as heretofore provided, a majority consent of the Board of Regents being required. Fostering and directing all monies, working with the Treasurer and co-signing club checks will be among his responsibilities as are good public relations and general promotion of the Club and its welfare at all times. Each President of Packards International shall continue as an honorary member of the Board of Regents in an advisory capacity following the expiration of his term as a Regent so long as he maintains an Individual, Family, or Life Membership in the Club. He may be reappointed in the regular manner at any time to the Board of Regents as an Officer or Committee Head.

(b) The Executive Vice-President shall have the powers and exercise the duties of the President in case of the President's death, absence, or incapacity.

(c) The Vice-President in charge of Regions shall be the primary contact between the Regions and the National Headquarters. He shall encourage and assist on the organization of new Regions, and generally serve the interests of all regions. The Vice- President of Regions shall preside at the mini-congress held in conjunction with the Annual Meeting and Membership Meet each year.

(d) The Secretary shall keep a record of all meetings of the Club and of the Board of Regents, and of all votes taken by mail, and of all matters of which a record shall be ordered by the Club. He shall have charge of the correspondence, notify members of meetings, keep a roll of the members of the Club with their addresses, and carry out other such duties as are prescribed by the Constitution and By-Laws.

(e) The Treasurer shall collect and receive all monies due or belonging to the Club. He shall deposit the same in a bank approved by the Board, in the name of the Club. The books of the Treasurer shall at all times be open to inspection of the Board and he shall report to them at every meeting the condition of the Club's finances and every item or receipt or payment not before reported; and at the Annual meeting he shall present an accounting of all monies received and expended during the previous fiscal year. Included in this report shall be an Income Statement and Balance Sheet. The Treasurer shall be bonded in such amount as the Board of Regents shall determine.

No funds of the Club shall be paid out unless certified by the President or in his absence, Executive Vice-President. All checks issued shall require the signature of both the President and the Treasurer.

The Treasurer shall cause the books and accounts of the Club to be audited at the close of each fiscal year by an independent committee approved by the Board of Regents

SECTION 3. Committee Chairs. Members of the Board of Regents shall be appointed by the President to serve in the following capacity as Committee Chairs: Editor of Publications, Chairman of the Technical Committee, Chairman of the Membership Committee, Chairman of the Activities Committee, Chairman of the Outreach Committee, Chairman of the Projects Committee, and Chairman of Technology Communications, all to serve until their successors have been elected and quality.

SECTION 4. Compensation and Reimbursement. The Secretary of the Club and the Chairman of the Publications Committee may be entitled to compensation for their efforts on behalf of the Club. The amount and the frequency interval of compensation for each shall be established at a meeting of the Board of Regents each year during the month of October for the following year.

Reimbursement for costs incurred by any member of the Board of Regents must be presented, with appropriate documentation, to the Treasurer. No funds of the Club shall be paid out unless certified by the President or in the absence of the President, by the Executive Vice-President.

ARTICLE V – COMMITTEES

SECTION 1. There shall be eight Standing Committees: Regional Guidance, Publications, Technical/Judging, Packard Outreach, Membership, Activities, Projects, and Technology Communications. The President may appoint any other committees as may be required.

SECTION 2. The chairman of the REGIONAL GUIDANCE COMMITTEE shall be the Vice-President of Regions. It shall be the duty of the REGIONAL GUIDANCE COMMITTEE to guide all Regional administration. It shall also initiate Regional activity in areas where the growing number of members indicates a need. It is also the duty of this committee to collaborate with the proposed new Region in determining its name and jurisdiction before submission to the Board of Directors for approval.

SECTION 3. The member of the Board of Regents who is appointed Editor of Publications shall chair the PUBLICATIONS COMMITTEE. The Editor shall receive all news of interest to members, notices of the sale of automobiles, meetings, and the names and address of new members. He shall arrange these items of general interest to the membership for the periodic publication. It shall be the duty of the PUBLICATIONS COMMITTEE, to publish or arrange for the publication of all Club publications.

SECTION 4. A member of the Board of Regents shall be appointed to Chair the TECHNICAL/JUDGING COMMITTEE. It shall be the duty of the TECHNICAL/JUDGING COMMITTEE to issue and enforce rules for the judging of Packard automobiles at Packards International Motor Car Club, events, and a Region and Chapter events if requested. This Committee shall also assist members in technical matters, generally through the medium of regularly published technical articles in the periodic publication. It shall be the duty of the TECHNICAL/JUDGING COMMITTEE to maintain a technical advisor for each model Packard and to consult with the Board of Regents on authenticity and safety factors.

SECTION 5. A member of the Board of Regents shall be appointed to Chair the PACKARD OUTREACH COMMITTEE. It shall be the duty of the OUTREACH COMMITTEE to encourage and promote the preservation and use of Packard automobiles at every opportunity, and to advance the preservation of the Packard automobile by encouraging frequent events, tours, and exhibitions of the Packard automobile by and through the Regions and Chapters of Packards International Motorcar Club or by and through the Club itself. It shall be the duty of the OUTREACH COMMITTEE to work with the Board of Regents in the area of press relations and outreach to the general public. This Committee will also undertake other assignments

relating to Club outreach as approved by the Board of Regents. Close coordination with the Activities Committee is also required to properly publicize events and tours to the local area residents.

SECTION 6. A member of the Board of Regents shall be appointed to Chair the MEMBERSHIP COMMITTEE. It shall be the duty of the MEMBERSHIP COMMITTEE to process all membership applications and renewals, issue membership cards, maintain a current roster and work in conjunction with the Regional Committee to develop new members.

SECTION 7. The member of the Board of Regents who is appointed Activities Chairman shall chair the ACTIVITIES COMMITTEE. It shall be the duty of the ACTIVITIES COMMITTEE to formulate a program of activities which will include the Annual Meeting and Membership Meet and at least one national/international tour each year. Coordination of Regional events will also be the responsibility of this Committee.

SECTION 8. The member of the Board of Regents who is appointed Projects Chairman shall chair the PROJECTS COMMITTEE. The PROJECTS COMMITTEE has oversight for all project creation, development, and sales for the Club. To that end, the PROJECTS COMMITTEE shall:

  1. Be responsible for the sale of parts, accessories, and other items pertaining to Packards;

  2. Maintain records of all purchases and sales for the Club;

  3. Submit reports of all sales and purchases to the Board of Regents at each regular meeting of the Board;

  4. Receive all suggestions for any projects and make recommendations to the Board of Regents.

SECTION 9. The member of the Board of Regents who is appointed Chairman of

Technology Communications shall chair the INFORMATION TECHNOLOGY COMMITTEE. It shall be the duty of the INFORMATION TECHNOLOGY COMMITTEE to develop and maintain the Packards International Motor Car Club website (www.PackardsInternational.com). This Committee shall provide an electronic medium available to Club members and the public so that the mission of the Club and the history of the Packard Automobile can be communicated to interested parties throughout the world. The Committee, through e-mail, the website and other developing mediums (including but not limited to such social mediums as FaceBook and Twitter), shall make available to Club members and the public, information about upcoming events, information about Regions and Chapters, information about Membership opportunities, and information about recent or upcoming events. To that end, the Chairman of this Committee will work closely with the Chairmen of the Region, Publication, Technical, Outreach, Membership, and Activities Committees to ensure maximum visibility of the Club and the Packard Automobile to the membership and the public.

ARTICLE VI - THE CLUB YEAR

SECTION 1. The Club's fiscal and official year shall begin on the 1st day of January and

end on the 31st day of December.

ARTICLE VII - DISSOLUTION

SECTION 1. The Club may be dissolved at any time by the written consent of not less than three-fourths (3/4’s) of the members of the Board of Regents. In the event of the dissolution of the Club whether voluntary or involuntary or by operation of law, none of the property of the Club nor any proceeds thereof, nor any assets of the Club shall be distributed to any members of the Club but after payment of the debts of the Club, its property and assets shall be given to a charitable organization for the benefit of classic automobiles selected by the Board of Regents.

ARTICLE VIII - ORDER OF BUSINESS

SECTION 1. At any meeting of the Club, the order of business so far as the character and nature of the meeting may permit, shall be as follows:
Minutes of Last Meeting
Report of Board
Report of President Report of Secretary
Report of Treasurer
Report of Committees
Unfinished Business
New Business Adjournment

SECTION 2. At meetings of the Board of Regents, the order of business, unless otherwise directed by majority vote of those present, shall be as follows:
Reading of Minutes of Last Meeting
Report of Secretary
Report of Treasurer
Report of Committees
Report of the Regions
Unfinished Business
New Business Adjournment

ARTICLES IX. CONSTRUCTION AND DEFINITIONS

SECTION 1. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California law shall govern the construction of these Bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular, and the term "person" includes both a legal entity and a natural person.

ARTICLE X - INDEMNIFICATION OF REGENTS AND OFFICERS

SECTION 1. Each Regent or Officer, or former Regent or Officer, of the Club and his legal representatives, shall be indemnified by the Club against liabilities, expenses, counsel fees and costs reasonably incurred by him or his estate in connection with, or arising out of, any action, suit, proceeding or claim in which he is made party by reason of his being, or having been, such Regent or Officer, provided, that in no case shall the Club indemnify such Regent or Officer with respect to any matters as to which he shall be finally adjudged in any such action, suit or proceeding to have been liable for negligence or misconduct in the performance of his duties as such Regent or Officer. The indemnification herein provided for, however, shall apply also in respect of any amount paid in compromise of any such action, suit, proceeding or claim asserted against such Regent or Officer (including expenses, counsel fees and costs reasonably incurred in connection therewith), provided the Board of Regents of the Club shall have first approved such proposed compromise settlement and determined that the Regent or Officer involved was not guilty of negligence or misconduct; but in taking such action, any Regent involved shall not be qualified to vote thereon. ln determining whether or not a Regent or Officer was guilty of negligence or misconduct in relation to any such matters, the Board of Regents may rely conclusively upon an opinion of independent legal counsel.

ARTICLE XI- AMENDMENT OF BYLAWS

SECTION 1. These bylaws, or any of them, may be altered, amended, or replaced and new bylaws adopted by action of the Board of Regents. Amendments shall become effective upon adoption unless the motion specifies a different date.

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These bylaws replace in its entirety the previous Bylaws of the Club dated October 14, 1964.

On this date, October 10,2012, the majority of the Board of Regents ratifies the above Bylaws.

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