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Club By-Laws

Created est 12/01/1991

Revised 05/24/2018

Pickups-n-Panels By-Laws

 

Revised and Amended 05/24/18

Article I: General

Section 1: Name. This Club is organized as an unincorporated non-profit DBA entity under the laws of the State of Texas and shall be known as Pickups-n-Panels. In the remainder of this document, Pickups-n-Panels shall be referred to as The Club.

Section 2: Purpose. The purpose of The Club shall be to promote and encourage preservation and restoration of old Chevrolet and GMC vehicle such as trucks, vans, panels, wagons and El Caminos in a family environment.

Section 3: Limitation of Methods. The Club shall observe all local, state and federal laws which comply to a non-profit hobby Club as defined in Section 501(c)(7) of the Internal Revenue Code.

 

Revised 05/24/18

Article II: Membership

Section 1: Membership in The Club shall be open to anyone with a genuine interest in Chevrolet & GMC products. Ownership of Chevrolet or GMC products is not required. The immediate family of each member shall fall under his/her membership. Immediate family is defined as Husband and wife as well as any married or unmarried children. There will be 2 classes of membership.

  1. Voting
  2. Social

Candidate for voting membership in the club must complete an approved application form. Membership shall be granted upon receipt of a completed application form and payment of annual dues.

Candidates for social membership in The Club must complete an approved application form. Membership shall be granted upon receipt of a letter of request for social membership from their family sponsor and approval of the board.

Dues for the upcoming year will be determined by The Club during the annual business meeting held in January of each year. Dues will be payable to the Treasurer at this meeting. Dues for new members joining after January will be the same as if they joined in January. Renewing members will pay the full annual dues. Renewing members who fail to pay membership dues before January 31st will be suspended from The Club until dues are made current.

Associations, Corporations, Partnerships or any other non-individual entities may join The Club as a non-voting member.

 

Revised & Amended 05/24/18

Section 2: Termination of Membership.

  1. Any member may resign from The Club upon written request to the Membership Chairman or any member of the Board of Directors;
  2. Termination of membership does not entitle the member to a refund of dues and will at the same time terminate any social memberships associated with the terminated membership;
  3. Any member shall be terminated by the Board of Directors by a majority vote for non-payment of dues after 90 days from the due date, unless otherwise extended for good cause;
  4. Any member may be terminated by a majority vote of the Board of Directors, at a regular scheduled meeting thereof, for conduct unbecoming a member or prejudicial to the aims or repute of The Club. If the Board of Directors by majority vote determines that termination is warranted, the member to be terminated shall be given 15 days’ notice of the intended termination by first class mail, postage prepaid, addressed to the member at his/her last address shown on the records of The Club. This notice shall state the reason for termination and also state that the member has the opportunity to submit a written statement why the termination should not take place, which statement must be received in the Club Office not less than five (5) days before effective date of termination. The Board of Directors shall consider the member’s statement, if any, and may order that the termination shall not take place, or that is shall take place as stated in the notice to the member.

 

Revised 05/24/18

Article III: Meeting of Members

            Section 1: Place of Meetings. Meetings of members shall be held at any place designated by the President or Vice President or a member of the Board of Directors.

            Section 2: Annual Meeting. The annual, regular membership meeting of The Club shall be held during the month of January; the place, date and hour to be designated by the President or a member of the Board of Directors.

            Section 3: Special Meetings. Special meetings of members may be called by the current President, Board of Directors, the Vice President or the Treasurer. Notification may be done by voice, Club website or email blast. Membership participation shall be optional. Activity Chairman may call special meetings regarding their projects.

 

Amended 05/24/18

Article IV: Board of Directors

            Section 1: Authority. The government of The Club, direction of its work, the control of its finances and property shall be vested in a Board of Directors consisting of three (3) members, whose one (1) year term has not expired.

            Section 2: Term of Office. The Board of Directors shall be elected annually for a period of one (1) year on or before January 31st of each year and mist be a member in good standing. There is no limit to the number of consecutive years as a member may serve.

            Section 3: Selection and Election of Directors. At the January Club meeting attending membership shall nominate candidates for each Board of Director position. Candidate’s membership must be in good standing.

            Section 4: Ballot. Votes will be cast verbally or by ballot by members present at the annual meeting. Winners will be determined by a simple majority of the votes cast.

            Section 5: Meeting Place and Procedures. Meetings of the Board of Directors shall be held at any place that is designated from time to time by the Board. Any meeting, regular or special, may be held without the physically presence of some or all Directors, by conference telephone or similar communications equipment, as long as all Directors participating in the meeting can hear one another.  Meeting will be scheduled, and the Board notified, 7 days in advance of the meeting date. Attending Board members will communicate the results of the meeting to any Board member that was not attending within 3 days.

            Section 6: Regular Meetings. Regular meetings of the Board of Directors for any purpose may be called at any time by another member of the Board of Directors. Board meetings will be open to any club member to observe and provide feedback as non-voting participants.

            Section 7: Special Meetings. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by any member of the Board of Directors. Board meetings will be open to any club member to observe and provide feedback as non-voting participants at the discretion of the Board.

            Section 8: Quorum. A majority of the authorized number of Directors is a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present or notified within three days at a meeting duly held at which a quorum is present is the act of the Board, except as a greater or lesser number required by law. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for the meeting.

            Section 9: Action Without Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board of Directors individually or collectively consent in writing by email to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board. Such written consent or consents shall be filed with the minutes of the Board.

            Section 10: Resignation. Any Directors may resign, effective immediately or at a later time specified by the Director, by a written notice to the President of the Board of Directors or any other Board member. If the resignation is effective at a future time, a successor may be selected in advance to fill the vacancy when the resignation becomes effective.

            Section 11: Vacancies. Persons to fill vacancies on the Board of Directors shall be nominated by the remaining Board members and confirmed by a majority email vote of the general club membership except that a vacancy created by the removal of a Director may be filled only by a member in good standing, in the manner provided for the election of a Director. A Director elected in either manner to fill a vacancy on the Board shall complete the balance of the term to which elected.

            Section 12: Fees and Compensation. Officers and members of committees shall serve without compensation for their services. This shall not preclude any Officers and members of committees from receiving reimbursements for expenses incurred in the performance of their duties.

 

Revised & Amended 05/24/18

Article V: Officers and Duties

            Section 1: Determination of Officers. President, Vice-President, and Treasurer.

            Section 2: Duties of Officers

  1. President. The President is the chief officer of The Club shall preside at all meetings of the membership, and Board of Directors. The President shall determine all committees and select all committee chairpersons, subject to the approval of the Board of Directors. Appointed Committee Chairmanships may include, but not limited to: Activities Chairman, Web-Master, Newsletter Editor, Registered Agent, Membership Chairman, Property Manager, Shootout Chairman, Autorama Chairman, Catering Chairman and Goodwill Chairman.
  2. Vice-President. The Vice-President shall act as the President when the President is unable to do so or when the Office of President is vacant.
  3. Treasurer. The Treasurer will maintain a ledger which belongs to The Club and accounts for all club financial transactions. The Treasurer shall maintain an accurate accounting of all income and disbursements. The Treasurer will deposit all monies, securities and other valuable effects in the name of The Club in a bank or other depository as directed by the president of The Club. The Treasurer will prepare a statement if accounting to be reviewed by the Board of Directors at the annual business meeting or whenever requested by the President. The Treasurer will file the appropriate state sales tax report and Federal 990-N non-profit certification on an annual basis with the help of the Registered Agent.

Section 3: Duties of Appointed Chairmanships

  1. Any Chairmanship may enlist the help of members to form a steering committees to aid in the direction off club activities. Any member in good standing may belong to any of the steering committees, and may join or drop out at any time.
  2. Activities Chairman: The Activities Chairman will direct the planning of club activities with the exception of the Shootout show and the Autorama show. The Chairman will pursue member input to breakfast and evening meeting locations. The Activities Chairman will maintain a calendar of events on The Clubs Meet-Up page and provide the same information to the Web-Master and Newsletter Editor for publishing.
  3. Web-Master: The Web-Master will maintain the Club’s website to ensure that it is working properly and contains correct information. The Web-Master is not responsible for the creation of the web page content.
  4. News-Letter Editor: The News-Letter Editor will create a monthly electronic newsletter chronicling happenings of interest to the general membership. The News-Letter Editor is responsible for soliciting content from Club Officers, Chairmanships, members, and the general public. The News-Letter Editor may create content for the newsletter but is not required to do so.
  5. Registered Agent: The Registered Agent is responsible for an archive of all Club Legal correspondence. The Registered Agent will assist the Treasurer filling the appropriate state sales tax report and Federal 990-N non-profit certification on an annual basis.
  6. Membership Chairman: The Membership Chairman is responsible for maintaining an accurate membership register, providing membership applications on an as needed basis, and providing Name Badges on an as need basis to Club members. The Membership Chairman will collect and account for cash dues payments during regular club meetings and events.
  7. Property Manager: The Property Manager will maintain, order, inventory, and distribute club apparel (such as club shirts, hats, jackets, etc). The will also be responsible for the storage and transportation of all durable club property. They will insure the invoices for any club purchases are accurate, and present the reconciled invoices to the Treasurer for payment.
  8. Shootout Chairman: The Shootout Chairman is responsible for all aspects of organizing and producing The Club’s Annual Charitable Car Show fundraising event.
  9. Autorama Chairman: The Autorama Chairman is responsible for all aspects of organizing and producing The Club’s Annual presentation at the Autorama annual show.
  10. Catering Chairman: The Catering Chairman may work with the Activities Coordinator in locating appropriate meeting venues for The Club’s monthly meeting. The Catering Coordinator is responsible for organizing refreshments for our Shootout Show Picnic, Shootout Show event and Christmas Party.
  11. Goodwill Chairman: The Goodwill Chairman is responsible for notifying The Club of any member experiencing difficulties.

 

Amended 05/24/18

Article VI: Finances

Section 1: Funds. All money paid to The Club shall be placed in a general operating fund except that money subscribed or contributed for a special purpose shall be placed in a separate account for such purpose.

Section 2: Disbursements. All bank account disbursements of funds will be made by the Treasurer. Any disbursement greater than $1,000.00 will require prior written authorization by the Board President. Email authorization will be satisfactory. In an emergency The Club Registered Agent, with the approval of the Board may make any changes to all bank accounts deemed necessary by the Board.

Section 3: Fiscal Year. The fiscal year of the Club shall end December 31

 

Amended 05/24/18

Article VII: Dissolution

The Club shall use its funds only to accomplish the objectives and purposes specified in these Bylaws, and no part of said funds shall inure, or be distributed, to any member of The Club without documentation and written Board approval by a simple majority vote. On dissolution of The Club, any remaining funds shall be distributed to one or more regularly organized or qualified charitable, educational, scientific or philanthropic organizations to be selected by the Board of Directors as defined in Section 501 (c)(7) of the Internal Revenue Code.

 

Amended 05/24/18

Article VIII: Parliamentary Authority

The current edition of Robert’s Rules of Order shall be final authority for all questions of parliamentary procedure when such rules are not inconsistent with the Charter or Bylaws of The Club.

 

Amended 05/24/18

Article IX: Indemnification Clause

No member, officer or director of this Club shall be personally liable for its debits or other liabilities, and the private property of such individuals shall be forever and wholly exempt from any debits or liabilities of every kind and character of this Club.

 

Revised 05/24/18

Article X: Amendments to By-Laws

These Bylaws may be amended or altered by two-thirds (2/3) vote of the Board of Directors, or by a simple majority of the members at any regular or special meeting, provided notice for the meeting includes the proposals for amendments or alterations and they shall be submitted to the Board or the members in writing at least 10 (10) days in advance of the meeting at which they are to be acted upon.

 

Amended 05/24/18

Adoption of Bylaws

We, the undersigned, attest that The Club, by a simple majority, voted to accept, consent to, and hereby, adopt the foregoing Bylaws, consisting of the 6 preceding pages, as the Bylaws of this Club.

 

Adopted and Approved by the Board of Directors on this 24 day of May, 2018

 

 

M Nathan Valentine               05/24/18

Nathan Valentine, President – Pickups-n-Panels

 

 

Ben Leal                                    05/24/18

Ben Leal, Vice President – Pickups-n-Panels

 

 

Kirk Wilson

Kirk Wilson, Registered Agent – Pickups-n-Panels

 

 

History:

Original By-Laws Created around 12/01/1991

Approved Revision on 05/24/2018

 

 

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