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 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 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;
Establishes and maintains mutually beneficial relationships with Daimler Chrysler 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 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 objectives and may not be given to individual members with the exception of expense allowances for activities in pursuit of the objectives of the Group.
§4 The Membership
Persons who own a W113 model car or persons who are interested in the history of these cars or in the objectives of the Group 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 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, expulsion, or resignation.
Resignation shall be effective upon receipt of a written notice.
A member may be expelled as a result of a two-thirds vote of the International Board if the member has acted in a manner seriously detrimental to the Group or its objectives. Prior to a vote for expulsion, the member shall be given the opportunity to comment on the allegations in writing. A written notice of expulsion shall be sent to the affected person stating the reasons for the 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 annual 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 interests and objectives of the Group, agreeing to the provisions of the Group's Charter and by-laws that may be promulgated from time to time, and paying the annual dues as established from time to time by the Board.
§9 The Board
The Board of the Group shall exist of at least seven and at most thirteen members, including a President, a Vice-President, a Treasurer, and a Secretary.
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, the Vice-president shall take over the duties of the President.
The Board shall be responsible for 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 years 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, via electronic (e.g. "chat") means, telephonic, or other means satisfactory to the Board or in person. 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 to attend substantially all of the meeting.
§10 Annual voting by the Full Members
Once annually, the Full members shall vote on such matters and following such procedures as described below.
The Annual Vote shall be announced in writing. The announcement shall contain a description of the matters put up for vote, including any and all necessary information such as the annual report, the auditor's report and information on Board nominees.
The period during which votes may be submitted shall be not less than two (2) months following the announcement.
A simple majority of the voting members "for" or "against" shall be sufficient to decide any matter up for vote.
There shall be no transfer of votes or delegation by proxy.
The matters put up for vote shall include at least the following:
Approval of the annual report (including the financial statements)
(Re-) appointment of the Group's independent auditor
And may include the following:
Amendment of this Charter
(Re-) election of Board members
Any other matter submitted for a vote according to the applicable rules
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 month after the close of the voting.
§11 The Auditors
The Annual Meeting shall appoint an independent auditor to audit the Group's financial statements. This appointment must be re-affirmed annually by the Annual Meeting.
The auditor shall report his findings to the Annual Meeting.
§12 The Annual Report
The Board of Directors shall prepare an annual report no later than January 31. 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.
