CLCMRC Policy Manual
1 RESPONSIBILITIES OF MRC OFFICERS
The President serves as the Chief Executive Officer of the Cadillac LaSalle Club Museum and Research Center (“MRC” or “Museum”). He/she has the responsibility to oversee all functions, operations and activities of the Museum. He/she shall provide direction, guidance and advice to Officers, Directors, Committees and staff. Between meetings of the Board, the President is responsible for the implementation of Museum Policy.
Board Chairperson: The President shall preside over meetings of the Board of Directors, chair all meetings of the Board, and shall vote only on questions of equal division to break a tie. The President should reflect existing Board policy and direction established by the Museum Board of Directors (‘Board of Directors’ or ‘the Board’) though his own opinion may differ. The President, while conducting meetings of the Board, shall not introduce any motion, but instead ask if a motion can come from another member of the Board. It should then be duly seconded, discussed and voted upon.
The President shall communicate with the members of the Board of Directors, obtain their advice and call for a vote when a situation arises requiring a change in existing policy, or a change of instructions from the Board of Directors on matters of significant impact between meetings.
Authority: The President has the power to delegate and assign authority.
Agency: The President has the authority to sign or electronically approve such documents for the CLCMRC as may be authorized by the Board of Directors (e.g., checks, contracts, and other instruments in writing on behalf of the CLCMRC).
Communications with Executive Vice President: The President shall endeavor to keep the Executive Vice President aware of all pending matters and issues, to help prepare the EVP to assume the duties of President in the event of the President’s absence or inability to serve.
The President shall serve as the Chairperson of the Executive Committee.
1.2 Executive Vice President
The Executive Vice President shall assist the President, and shall assume the duties of the President in the event of the President’s absence or inability to serve. If the President should cease to serve before the end of his/her term, the Executive Vice President shall serve as President for the remainder of that term.
The Executive Vice President shall serve as the Chairperson of the Governance Committee.
The Treasurer shall be responsible for keeping an account of all funds received and expended on behalf of the Museum, and for seeing that shall funds received by the Corporation are deposited into accounts in the name of the Corporation in such depositories as shall be approved by the Board of Directors. The Treasurer may delegate or assign his/her responsibilities for the keeping of the books to an accounting firm or Museum staff, subject to approval by the Board of Directors.
The Treasurer shall serve as the Chairperson of the Finance Committee.
Tax Compliance: The Treasurer shall be responsible for the oversight of, and the timely filing of, the Museum’s federal tax returns and such tax reports as shall be required by the State of Michigan.
Budget: The Treasurer shall prepare, with the President and Executive Vice President, a budget for presentation, consideration and approval by the Board of Directors.
Reports: The Treasurer shall provide the Board of Directors with a financial report at least twice yearly or whenever the Board of Directors or President may direct. This report shall include the detailing of all Charts of Accounts in relationship to the Approved Budget as submitted and reviewed by the Board of Directors. The MRC Fiscal Year is established as October 1 through September 30. The funds, books and vouchers in the hands of the Treasurer shall at all times be subject to the inspection, supervision and control of the Board of Directors and the President. Each year, after the books have been closed, the Treasurer shall prepare and submit a financial report to the Board. Further, the Treasurer shall provide to the President and to the Finance Committee, periodically or as they may request, a copy of the current ledger of payments as a matter of information
Audit: The Board of Directors may in its discretion from time to time engage the services of an auditor to review the accounts and render a report to the Board of Directors. If the Board engages an auditor, the Treasurer shall cooperate with the auditor’s requests for information. The Auditor’s Report shall be made available to members of the MRC upon request.
Bond: The Treasurer shall, at the expense of the CLCMRC, obtain a bond for the faithful performance of his/her duties.
Transition: At the expiration of his/her term of office, the Treasurer shall turn over to the successor in office all books, account information, and other properties.
Minutes: The Secretary shall prepare and keep minutes of Board meetings, national membership meetings and other official meetings. The Secretary shall disseminate those minutes to the Board in a timely manner.
Notice: The Secretary shall facilitate and execute proper notice and agendas for meetings of the Museum, the Museum Board, or any Committee thereof if requested to do so. Such notices shall be sent timely as required by the Bylaws.
Quorum: The Secretary shall call the roll at all meetings and determine the presence of a quorum and the ability of the Board to transact official business. Officers and Directors participating by conference call shall be considered to be participating in person.
Records: The Secretary shall have charge of the other books, records, papers and seal of the Corporation; shall see that the reports, statements and other documents required by law are properly kept and filed (excluding those items for which the Treasurer is responsible); and shall, in general, perform all duties incident to the office of Secretary and such related duties as may from time to time be assigned by the Board of Directors or the President.
Reports: The Secretary shall be responsible for the filing of all reports required by the federal government or state government to maintain CLCMRC as legally-compliant organization
1.5 Vice Presidents
1.5.1 Vice President of Collections
The Vice President of Collections shall serve as the Curator of the Cadillac – LaSalle Club Museum & Research Center. The responsibilities and duties of the Curator are established by the Board of Directors. They may be amended from time to time as the Board shall determine.
He/She shall, in conjunction with advice and guidance from the Collections Committee and in compliance with Board of Directors’ approved policies, supervise the management of the CLCMRC collections. He may perform the necessary duties or delegate them to others.
The Curator’s duties include:
- Serving as the Chairperson of the Collection Committee.
- Curates displays of vehicles and artifacts at the CLCMRC facilities, either those owned by the CLCMRC or loaned from others to tell the story or stories of Cadillac; arranges for displays curated by another; obtains Gilmore approval for such displays when such approval is needed.
- Receives and distributes information to the Collections Committee for review of items being proposed for donation.
- Inspects or arranges for inspection of items, particularly vehicles, proposed for donation.
- Maintains a Manual of forms and directions with instructions for managing non-cash assets.
- Maintains current appraisals of major assets and provides reports of non-cash asset value to the Finance Committee.
- Maintains appropriate insurance on collection items and communicates with the insurer.
- Processes all vehicle-related documents required by the State of Michigan, such as titles, license, and filing tax exemptions for vehicles donated.
- Maintains backup copies (CD’s, zip drives etc.) of CLCMRC collection records.
- Provides regular updates of information to the webmaster to publish on the CLCMRC website.
- Issues “In-Loan” agreements for items and vehicles on loan for display at CLCMRC facilities.
- Arranges logistics for donated items to the appropriate CLCMRC facility.
- Manages inquiries received from the “Contact Us” section of the CLCMRC website, either by answering or referring to others for response.
1.5.2 Other Vice-Presidents
Other Vice-Presidents may be established and appointed by the President, subject to approval and concurrence by the Board of Directors
Standing committees may, but not need to be populated by sitting Board members. All committees need to be chaired by self-motivated and resourceful members who will pursue the responsibilities of the committee. Within the definition of its function, the committee should be a proactive entity that periodically, makes solicited and unsolicited recommendations to the President and Board of Directors. Further, each Committee Chairperson shall interact with other Chairpersons to coordinate efforts where there is functional overlap.
The Executive Committee shall have and may exercise, so far as may be permitted by law, such authority as shall be delegated to it by the Board of Directors in the management of the Corporation. The Board of Directors may authorize the Executive Committee to act on its behalf between meetings of the Board on matters that do not require a change in the Bylaws or Constitution.
The Executive Committee shall be comprised of the President, immediate Past President, Executive Vice President, Secretary, Treasurer, and other persons as determined by the President to be of benefit, to advise and counsel the President.
The Executive committee shall by a majority vote have the authority to spend MRC funds up to $1000 between regular Board meetings.
This committee shall be an ad hoc committee appointed by the President to serve as needed.
This Committee shall be responsible to propose candidates for election to the Board of Directors; encourage qualified individuals to have their names placed in nomination; strive to assure broad geographic representation; and, notify the membership of the qualifications of each candidate on the slate. Consideration of candidates shall include their past meeting attendance, participation in Board activities and compliance with the Board of Director’s Code of Conduct. The Nominating Committee also shall be responsible for drafting and overseeing the mail ballot process to the general membership for the slate of directors.
The Chairman shall be a current or past Board member.
The Governance Committee shall be responsible for updating and maintaining the currency of the Bylaws and Policy Manual, as well as reviewing and commenting on amendments proposed by others; reviewing all proposed policies for conformity with Bylaws and existing policies; overseeing compliance with all policies and bylaws; and preparing officer nominations consistent with Bylaws.
The Collection Committee shall be responsible for developing a recommended Collections Policy, overseeing implementation of the Collection Policy; and have day-to-day oversight of the acquisition, disposition and display of all CLCMRC artifacts.
It shall also recommend and implement procedures for the evaluation of requests to display non MRC vehicles at the MRC and for the loan of MRC owned vehicles and or artifacts at other facilities or non-MRC events, as well as monitor such loans.
2.5 CLCMRC OPERATIONS & PROGRAM COMMITTEE
The Chair of the Operations & Program Committee shall be a Board member. The Committee is responsible for overseeing operation of the museum and any ancillary facilities in addition to other tasks assigned by the President or the Board.
The Committee shall assure that the President is kept appraised of material external relationships with other Museums, media or requests for appearances that should be brought to his/her attention.
The Committee shall be responsible for overseeing the development, implementation and operation of events (such as the Fall Festival and Grand National Auction), programs, and activities that further the mission of the organization.
At MRC events where CLC class judging is conducted, it is expected that the Committee shall coordinate with the CLC Chief Judge for the conduct of “CLC Class” judging at MRC events. In addition, the Committee shall coordinate with the appropriate CLC official to assure there are sufficient class awards are present for award at those events.
The Committee shall also regulate, subject to policies established by the Board, the nature and conduct of Concours style judging. The Committee shall develop and implement a system of procedures and practices for such events and oversee the advance dissemination of the standard for such events to the potential participants.
For other MRC events where awards are presented, it shall be the duty of the Committee to determine the nature of the awards and oversee the procurement of the awards; as well as the planning all programs related to the announcement of the winners.
The Committee shall be responsible for preparing a recommended budget for each year; investigating and making recommendations for investments, and assisting the Treasurer in supervising all financial matters.
The Committee shall formulate and recommend to the Board of Directors any changes in fiscal policies or procedures deemed advisable; and assist the Treasurer with the preparation of a complete budget for each fiscal year to be submitted for approval to the Board of Directors.
The Committee also shall oversee and facilitate all financial reviews and/or audits conducted by an independent certified public accountant engaged by the Board for that purpose.
The Development Committee shall prepare and release plans to raise funds to maintain, improve and expand the operations of the CLCMRC facilities.
The Committee shall be responsible to recommend appropriate action that will increase the treasury of the MRC and implement such action if directed to do so by the Board.
Note: Except as noted above, members of committees do not have to be Board members. Getting non-Board members involved in Committee work develops a potential pool of future Board members.
3.1 Selection of Chairperson
The President shall have the authority to appoint the Chairperson of a standing or special committee, except for those committees for which the Board of Directors retains that authority unto itself.
3.2 Responsibilities of Chairperson
The Chairperson shall have the responsibility of leading the committee to a successful completion of their assignments. Tasks within the scope of the Chairperson’s authority include delegation, establishing deadlines, making specific assignments, asking for volunteers, obtaining the necessary budget allocation and/or funding and reporting the committee accomplishments to the Board of Directors. All Chairpersons shall be directly responsible to the Board of Directors, and by delegation the President. Chairpersons will provide a written update to the President, of all committee activities, before a board meeting or as requested.
3.3 Duties of Committee Members
Committee members may be appointed by the President or may be asked by the Chairperson of the committee to serve when given such authority. Committee members shall be directly responsible to the Chairperson of the committee.
3.4 Authority to Act
No committee shall have the authority to act except as defined by the Board of Directors as designated by the MRC Bylaws.
3.5 Reports to the Board
All committees should report their activities, progress or programs to the Board not less than bi-annually, normally prior to each Board meeting. Such a report should be submitted in sufficient time before a meeting to be disseminated to and reviewed by the Board prior to its meeting. Each Chairperson shall make a verbal report when asked to do so by the President.
All committee assignments should be given reasonable deadlines for accomplishing the task. Such deadlines are to be defined by the President, Board of Directors, or committee Chairperson.
4.1 Conflict of Interest Policy
The purpose of this conflict-of-interest policy is to protect the interests of The Cadillac-LaSalle Club Museum and Research Center, Inc. (the CLCMRC) a tax-exempt charitable organization, when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Corporation or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
- Interested Person
Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
- Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
(a) An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement,
(b) A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement, or
(c) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A person will not be deemed to have a financial interest under paragraphs (a), (b) and/or (c) above if the only transaction, arrangement or relationship between the entity referred to therein and the Corporation is that of donor and donee, respectively.
A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
- Duty to Disclose
In connection with any actual or potential conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
- Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
- Procedures for Addressing the Conflict of Interest
(a) An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the potential conflict of interest.
(b) The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
(c) After exercising due diligence, the governing board or committee shall determine whether the Corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
(d) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
- Violations of the Conflicts of Interest Policy
(a) If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or potential conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
(b) If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or potential conflict of interest, it shall take appropriate disciplinary and corrective action, up to and including removal of the member pursuant to the Corporation’s bylaws. Disciplinary action less than removal of the member shall be determined by the governing board or committee in its discretion and may require that the member pursue remedial or corrective action. The failures of the member to pursue the required remedial or corrective action to the satisfaction of the governing board may then constitute cause for removal in accordance with the Corporation’s bylaws.
Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall contain:
(a) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or potential conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
(b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
(a) A voting member of the governing board who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.
(b) A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.
(c) No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
(a) Has received a copy of the conflicts of interest policy,
(b) Has read and understands the policy,
(c) Has agreed to comply with the policy, and
(d) Understands that the Corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
To ensure the Corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
(a) Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm’s length bargaining.
(b) Whether partnerships, joint ventures, and arrangements with management organizations conform to the Corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurnment, impermissible private benefit or in an excess benefit transaction.
Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, the Corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
4.2 Dissemination of Information and Social Media
The CADILLAC LASALLE CLUB MUSEUM AND RESEARCH CENTER (“CLCMRC”) recognizes the proliferation, availability and potential benefits of having a public presence, including opportunities on social media. Our interest is to ensure that requests and dissemination of information do not adversely affect our business interests, ethical obligations or expose CLCMRC to legal liability.
As a member of the board of directors of the CLCMRC, you have a responsibility to communicate about the CLCMRC in a responsible manner that enhances CLCMRC ’s public image and is respectful of members of our community, even when acting in a personal capacity. Failure to follow CLCMRC policy regarding dissemination of information and/or this social media policy may lead to suspension of privileges and/or formal action against you in the form of a cease-and-desist letter or injunction.
The following guidelines apply to your interaction with the public, our members or others in our community as well as social media activities (blogs, social networks, message boards/forums, etc.):
(a) Respect the organization’s confidentiality and proprietary information: Do not disclose any information that is confidential or proprietary to our organization or that of any third party who has disclosed confidential information to us. Be aware that we may request that you temporarily or permanently halt your social media activities relating to CLCMRC content at any time.
(b) Requests for Information/Outside Communication: If you are contacted regarding any aspect of the organization, forward the request to the President of the Board of Directors. The President of the Board of Directors is charged with responding on behalf of the organization and is the only person with the authority to do so.
(c) Respect copyright and trademarks: Do not post to social media or otherwise disseminate any material that is copyrighted unless our organization is the copyright owner or you have the express, written permission of the copyright owner to post the copyrighted material.
(d) Use a Disclaimer: If there is a question or concern that a comment you have posted or information you have shared in a personal capacity could be viewed as providing an opinion about the meaning of any of our organization’s documents or resources, you should include the usual “Important Notice:”
Important Notice: This correspondence is not a formal interpretation of CLCMRC materials, resources or documents. Any opinion expressed is the personal opinion of the author and does not necessarily represent the official position of the CLCMRC or its Board of Directors or its Officers. In addition, the correspondence is neither intended, nor should it be relied upon, to provide professional consultation or services.”
(e) Inquiries: Do not answer inquiries or dialogue via social media channels. Provide general information that is publicly available through the website of the organization and direct further contact or inquiries to the President of the Board of Directors, in adherence to paragraph (b), above.
(f) Commercial content: Nothing that is of commercial interest or that serves as advertising of one manufacturer or vendor over another should be posted, unless the content has been previously approved by the President of the Board of Directors.
(g) Participation: As a member of the board of the CLCMRC organization, and in any future capacity representing the organization, you agree to follow these guidelines.