1. EXECUTIVE AGREEMENT, CONSTITUTION AND BY-LAWS OF
Pontem Global Management
DBA PONTEM, PGM
Established July 27, 2008 as Avila Investments
Consolidated and Adopted September 1, 2023 as Pontem Global Management
Article I. Name
Section 1. This Corporation shall be called Pontem Global Management, a
corporation formed under the laws of the state of Wisconsin, pursuant to Chapter
180 of the Wisconsin Statutes tiled Business Corporation Law.
a. Throughout this document, the Corporation shall be referred to as
PGM.
Article II. Offices and Centers of Excellence
Section 1. The principal office of the corporation in the Great Lakes-Midwest COE
and worldwide headquarters shall be 12518 St. Anne Court in Mequon. The principal
office of the corporation in the Southeast COE shall be 16605 Sedona de Avila in
Tampa. The corporation may have such other offices either within or without the
COEs as the Board of Governors may determine or as the affairs of the corporation
may require from time to time.
Section 2. The Corporation’s Centers of Excellence (COEs) based on operational
locations are as follows: (headquarters or significant presence if applicable in bold)
a. Great Lakes-Midwest (Greater Milwaukee, Chicagoland, SE Michigan)
b. Pacific (San Francisco Bay, LA-Orange County, Seattle-Bellevue)
c. National Capital (PG-Charles County, Northern Virginia, Washington, DC)
d. Southeast (Tampa Bay, Central Florida, Metro Atlanta)
Article III. Governors
Section 1. The Corporation shall be headed by the Board of Governors. Any
individual who meets the following qualifications shall be eligible to become a
governor of the Corporation:
a. Resides in one of the Corporation's COEs (Great Lakes-Midwest, Pacific,
National Capital, Southeast)
b. Recommended by a member of the Board of Governors
Section 2. The Secretary shall maintain the roster of governors of the Corporation.
The Board of Governors will be composed of the following:
a. Executive Chairman. Serves as the highest authority in the Corporation,
leads the meetings of the Board, signs all Corporation documents, and
approves activities that are suggested and proposed by governors. The
Executive Chairman also functions as President of the Corporation. John
W. Daniels IV serves as Executive Chairman of the Board of Governors and
President of the Corporation.
b. Vice Chairman. Assists the Chair in the performance of his duties, and
assumes all the titles and responsibilities when the Chair is unable to
perform his duties and function due to temporary or permanent absence.
2. The Vice Chair also functions as an Executive Vice President for Operations
of the Corporation. John W. Daniels III serves as Vice Chairman of the
Board of Governors and Executive Vice President.
c. Secretary. Keeps the minutes of the Board of Governors, as well as other
pertinent documents and communications necessary for the operations of
the Corporation. The Secretary role also functions as an Vice President of
the Corporation for Innovation. Erickajoy Daniels serves as Secretary of
the Board of Governors and Vice President of Innovation.
d. Treasurer. Keeps the financial resources of the Corporations safe and
secured and oversees its disbursement for projects and activities. Ensures
the honest use and proper disbursement of Corporation’s resources by
reviewing all pertinent records. The Treasurer role also functions as a Vice
President of the Corporation for Finance. Irma Daniels serves as Treasurer
of the Board of Governors and Vice President of Finance.
e. General Counsel. Works in tandem with the treasurer for all legal and
compliance related affairs. Ensures the corporation is compliant with all
local and federal requirements. The General Counsel role also functions as
a Vice President of the Corporation. John W. Daniels Jr., J.D serves as
General Counsel to the Board of Governors and Senior Vice President.
Section 3. The term of office of governors shall be life tenure until resignation, death
or impeachment.
Article IV. Advisors
Section 1. There shall be advisors to the Corporation who shall be selected by the
Board of Governors based on the following qualifications:
a. Identified to be an advisor for a specific niche
b. Chosen by a member and voted on by the entire Board of Governors
c. Resides in one of the 4 Centers of Excellence
Section 2. The following shall serve as advisors to the Board of Governors.
Miranda Lee: Special Advisor for the National Capital COE
Inez Lampley: Special Advisor for Joint Ventures and the Southeast COE
Jacqueline Lee: Senior Counselor for Worldwide Operations
Section 3. The term of office of advisors shall be life tenure until resignation, death or
a majority vote of the board for removal.
Section 4. While not compulsory, Advisors may attend meetings of the Board of
Governors by request of either the Advisor or a Governor.
Article V. Meetings
Section 1. The regular meeting of the Board of Governors shall be held every year
during a conference in the summer season (between Memorial Day and Labor
Day).
Subsection 1. The Board of Governors may hold special meetings in between
the annual meetings to discuss matters.
3. Subsection 2. A tri-annual summit of the Governors will be held globally to
explore global investment opportunities.
Section 2. The members of the Board of Governors will be digitally notified about the
upcoming meeting at least one week prior to the meeting including the place, time
and the agenda of the meeting,
Section 3. The Board of Governors abides by traditional parliamentary procedure
and therefore has meeting procedure pursuant to Robert’s Revised Rules of Order.
The Board of Governors makes its decision by voice vote of the present members
after a motion is made and seconded by a Governor other than the Chair .In order
to hold a special meeting, a Quorum of the Board of Governors must be present.
Quorum is defined as at least 3 Governors including the Executive Chairman.
Article VI. Business and Banking
Section 1. All members are authorized to enter into contracts, agreements, make
applications on tax matters, and generally conduct business on behalf of the
corporation with the per-task approval of the Chair.
Section 2. Deposits and Assets All checks, drafts, money orders, notes, credit card
applications and card debits, or other evidence of indebtedness issued in the name
of the corporation, shall be signed either by the Chair. All funds of the Corporation
shall be deposited from time to time to the credit of the corporation in such banks,
trust companies, or other depositories as the Chair may select. Per section 3 via the
Chairman's Prerogative, letters patent may be issued for committee members to
conduct business on behalf of the Chair.
Article VII. Amendments
Section 1. Amendments and additional provisions that will be made to this
Constitution and By-Laws shall be affirmed by majority of the Governors in a meeting
called for this purpose.
John W. Daniels IV
As Executive Chairman on behalf of the Board of Governors
John W. Daniels Jr
As Senior Vice President on behalf of the Corporation
