The Commanders Club of Michigan

ARTICLE I

SECTION 1

The Commanders Club of Michigan (Club) shall have no capital stock. The revenue of the Club shall be derived from dues and assessments from members. The amount of such annual dues and the time and manner of payment thereof shall be fixed by and may be changed from time to time upon recommendation of the Board of Directors (Board) and approved by a majority of the Commanders present at any regular or special meeting following notice to the membership. Donations and subscriptions; proceeds from special benefit functions promoting the purposes of the Club and other remunerative activities as may be approved and authorized by a majority of the Commanders present at any regular or special meeting following notice to the membership.

SECTION 2

If the Board of the Club shall determine that an assessment, in addition is necessary to properly finance the activities of this club, then such assessment shall be pro-rated among the several active members. Notice of such assessment must be given in writing to each active member thirty days prior to any regular or special meeting and it must be approved by a majority vote of the active members present at such meeting.

SECTION 3

All obligations incurred by the Club shall be solely Club obligations and no personal liability whatsoever shall be incurred by any member, officer or director of this club.

SECTION 4

Dues, assessments, initiation fees, and other obligations of the members shall be payable on receipt of statement.  Failure to pay such obligations within the time limit set by the Board may result in termination of membership.

SECTION 5

The fiscal year of the Club shall close on September 30th of each year.

(This change effective September 30, 2015)

SECTION 6

Upon a majority vote, the Board may establish Endowments for the future good order of the Club.  Their purpose shall be to support those sections set forth in Article II of the Articles of Association.  (New section as of 2015)

ARTICLE II

MEMBERSHIP

SECTION 1

(a)  Active membership is open to any U.S. citizen eligible to be appointed an Honorary Commander in the Michigan Naval Militia (MNM). The Board shall submit recommendations to the Governor of the State of Michigan; the Adjutant General of the Michigan National Guard; the Secretary of State of Michigan for appointment as an Honorary Commander in the MNM.

(b)  Applicants for appointment as an Honorary Commander of the MNM shall provide the Commanders Club Membership Committee with such information as requested and deemed necessary and also to participate in the interview phase to complete the application process.  Upon completion of the application process, the Membership Committee shall submit its determination to the Board.  Failure to provide truthful and accurate information or participate in the interview process may result in denial of membership.

(c)  The Board shall then submit the recommendations to the Governor and Commanding Officer of the Michigan National Guard for appointments as Honorary Commanders in the MNM. The Board may also request additional information as requested by the Governor’s office or the Michigan National Guard.

SECTION 2

(a)  Honorary Commanders are expected to show in themselves a good example of virtue, honor, patriotism and subordination; to be vigilant inspecting the conduct of all persons who are under their command in the Club and to guard against and suppress all dissolute and immoral practices.  Commanders are expected to conduct themselves in accordance to the highest standards of personal and professional integrity and ethics.

(b)  Violations of  Article II, Section 2 shall be subject to the Regulation of Commanders’ Disciplinary Offenses and Procedures; the regulations of the Michigan National Guard; regulations of the U.S. Navy (Navy); as well as Federal, State and local laws.  All Honorary Commanders are obligated and charged with reading and understanding the Articles, Bylaws and Commander Regulations of the Commanders Club of Michigan.

SECTION 3

The number of Active members shall be determined by the Board.

SECTION 4

Associate membership may be granted by the Board upon written application from an active member in good standing who is no longer able to participate in the activities of the club due to moving out of state or suffer chronic health problems.  An Associate member will not be permitted to hold office nor vote on club matters.  The annual fee for an Associate membership shall be as specified in the Commander Regulations.

SECTION 5

Honorary Membership may be granted by the Board to any person deemed worthy of such distinction by a three fourths vote of the Board present at any regular or special meeting of the Board.   An Honorary Member will not be permitted to hold office nor vote on club matters.  No dues shall be assessed for Honorary Membership.

SECTION 6

  Any former member who has voluntarily terminated his or her active membership or became absent from the club may petition the Board by letter requesting reinstatement.  The Board shall have sole discretion in granting the reinstatement and terms thereof; including any past financial obligations to the Club and also must meet membership criteria currently in effect.

SECTION 7

Members of the Club may be disciplined, suspended as contained in the Commander Regulations or expelled upon written complaint.  The complaint must be presented to the Commanding Officer (CO) setting forth allegations, which may constitute probable cause that an offense, subject to disciplinary proceedings, may have been committed.  Offenses subject to disciplinary procedures for disciplinary adjudication are set forth in Commander Regulations.  (New Section in August 2016)

ARTICLE III

BOARD OF DIRECTORS

SECTION 1

The Board shall consist of each elected officer and nine additional elected members of which three members are to be elected each year for a term of three (3) years. The term of the Board members shall continue in office until their successors are elected and assume such office.  

(a)  No elected Board member shall serve more than two (2) full terms in succession.  After a one year absence from the Board, he/she may be eligible for re-election.

(b)  Any elected Board Member who does not attend three (3) successive regular meetings of the Board without satisfactory explanation shall be deemed to have tendered his/her resignation as a Board member. And the Board may, in its discretion, adopt a resolution accepting such resignation.                                                                

(c) Any vacancy on the Board may be filled by the Board for the unexpired term and until such time a successor is elected.

ARTICLE IV

OFFICERS

SECTION 1

(a)  The elected Officers of the club shall be the CO, Executive Officer (XO), Secretary Commander (Secretary) and the Treasurer Commander (Treasurer) who will serve a one (1) year term of office.  In addition thereto, the three (3) immediate past COs shall be voting members of the Board.  Prior to becoming an elected Officer, these individuals shall serve a minimum of two years on the Board.  The Officers shall be elected by the membership upon recommendation of the Board at a regular meeting duly called for such purpose.  The duties of said officers are:

(b)  The duties of the CO shall be to preside at all meetings of the members and the Board and perform such duties as are incident to such office.  The CO shall cast the deciding vote at any meeting of the Board in case of a tie.

(c)  In the absence of the CO all the powers and duties of the CO shall be vested in and performed by the XO.  The XO will also be responsible for programs and speakers for the Club. The XO is also the chairman for the Membership Committee and is responsible for recruiting.                                   

(d)  The duties of the Secretary shall be to give written notice of any meeting of the Board; to supervise the keeping of the minutes and records of such meetings; to supervise the keeping of the membership records.  The Secretary shall keep other records that are deemed necessary to include changes in the Articles of Association, Bylaws, and Commander Regulations.  The Secretary will provide access to the Articles, Bylaws and Commander Regulations to all active members.                                                                                                                                                                                                                            

(e)  The Treasurer shall safely keep all monies belonging to the Club and he/she shall submit a monthly report to the Board.  During the first quarter of the fiscal year, the Treasurer will provide an account of the receipts and disbursements for audit  purposes.  He/she will also prepare and submit an annual budget in the month prior to the change of command for approval by the Board.  The Treasurer shall be vested with the authority to collect dues of any assessments in accordance with the provision of the Bylaws of this Club.  The Treasurer will also have the responsibility to ensure that required filings with the IRS and LARA are completed in a timely manner. The Treasurer shall supervise and work with the Assistant Treasurer to provide for sound accounting practices, that proper fiduciary standards are maintained, and that the Commanders Club maintains an acceptable financial position.  (Partial revised section as of 2022)  

(f)  Roberts rules apply to the duties of each office.  

SECTION 2

No Officer shall hold the same office for more than two (2) terms in succession.  After one year of absence from the office, he/she may be re-elected to the same office.

SECTION 3

Any vacancy in the office of CO, XO, Secretary or Treasurer may be filled by the Board for the unexpired term and until such time a successor is elected.

ARTICLE V

STAFF

SECTION 1

The CO may select a Commander, who has been a past CO to be the Operations Officer.  The Operations Officer’s term of office is at the discretion of the CO to ensure continuity of the position.  The Operations Officer will be responsible for administrative and logistic duties under the authority of the CO or XO.  He/she shall liaison with all other Officers and Board members to include the Webmaster, Administrative Secretary, and others as established.  (New section as of 2015)

SECTION 2

The Commanders Club will have a Webmaster and when appointed, an assistant, who will maintain and update a website.  (New section as of 2015)

SECTION 3

The Board may appoint an Administrative Secretary.  The Administrative Secretary may perform such duties as the CO or Operations Officer may assign. (New section as of 2010)

SECTION 4

The CO may select a Commander, who has been a past Treasurer  to be the Assistant Treasurer.  The Assistant Treasurer’s term of office is at the discretion of the CO to ensure continuity of the position.  The Assistant Treasurer will be responsible for managing the finances of the Commanders Club, including paying bills, invoicing Commanders, making deposits, updating QuickBooks, processing IRS/LARA required filings, printing reports for the Treasurer, assisting the Treasurer with preparing an annual budget and for the annual audit.  He/she shall liaison with all other Officers and Board members to include the Webmaster, Administrative Secretary, and others as established.  (New section as of 2022)

ARTICLE VI

PERMANENT COMMITTEES

SECTION 1

The following named Committees shall be deemed as Permanent Committees and shall have a Chairman and members of such Committee as determined by the CO.  The CO shall be ex officio a member of all Permanent Committees.  

(a) Membership

The Membership Committee shall be chaired by the XO.  The Membership Committee shall review all applications for membership; conduct interviews of prospective members when appropriate; complete criminal background checks; and review credit checks of prospective members.  Based upon the review, the Membership Committee shall make recommendations to the Board.  The Membership Committee shall work with the Operations Officer to ensure applicant information is processed to complete the appropriate paperwork required to secure the applicant’s appointment as an Honorary Commander.  In addition, the Membership Committee, with the Treasurer, will evaluate the application fee on an annual basis and make recommendations to the Board when an increase is required.

(b) Awards

The Awards Committee is appointed for certifying members to receive awards herein authorized for issue by the Club.  The Awards Committee shall have the authority to approve or disapprove an award to a member.  In addition, the Awards Committee shall review proposals for new awards and make recommendation(s) to the Board for approval or disapproval of said award.  The Awards Committee shall determine, and periodically review, criteria required to earn an award.  The Awards Committee shall maintain records of awards made to members. The Awards Committee shall be involved with the write-up for special awards.  The Awards Chairperson shall report to the Board.

(c)  Sea Cadets

The Sea Cadet Committee will be made up of three (3) to (5) Commanders that will meet as needed, at a minimum of twice per year, to oversee the Sea Cadet units.  The Sea Cadet Committee shall be chaired by a Commander appointed by the CO or selected by the committee members.

Each of the Sea Cadet units will have a liaison officer that shall serve on the Sea Cadet Committee.  The committee chair shall provide a report to the Board at regular Board meetings.  The report shall provide information including the number of Cadets and Leaguers in each unit, the adult leadership, various activities that the unit(s) has been involved in, and each unit’s financial status.  The liaison officer shall endeavor to spend time with the assigned unit as their schedule permits.  It is recommended that the liaison officer attend their unit’s annual inspection by the United States Naval Sea Cadet Corps Regional Staff.  Each unit’s liaison officer shall ensure that an annual audit is conducted by the unit.  

In October of each year, the liaison officer will report to the Board on all outside training activities that a unit participated in during the year.  Each Cadet or Leaguer that participates in and successfully completes one or more outside trainings may be partially reimbursed by the Club based on the formula then in affect.  Any outside training that did not have a cost shall not be reimbursable.

At present there is a $4,000.00 annual cap for the combined training of both units.

(d)  Audit

The Audit Committee shall provide annual financial oversight responsibilities by auditing the financial accounts and records of the Club and any charitable accounts it maintains.  Auditing of accounts shall include, but are not limited to, checking accounts, savings accounts, credit cards, investments, and restricted accounts.  The Audit Committee may employ an independent auditor to assist and/or perform the annual audit if required.  The Audit Committee shall certify its audit as being completed and make a written report to the Board.  The Treasurer and any officer that has signatory authority for any financial accounts or has an issued credit card in the name of the Commanders Club of Michigan shall be precluded from serving on the Audit Committee.  The Secretary shall serve on this Audit Committee as a non-voting member.

(e)  Bereavement

The Bereavement Committee, when informed of a member or family member that has a serious illness, injury, or who has passed away, shall notify the CO and the Operations Office as soon as possible.  As directed by the CO, the Bereavement Committee is responsible for sending condolences, which may include a card and/or flowers, to the family or for the funeral.  The Operations Officer shall coordinate the attendance of Commanders at the funeral upon approval of the family member in charge.  In addition, the Bereavement Committee is responsible for any memorial event, such as the dedication of a bench in the deceased officer’s name.  The CO may also direct the Bereavement Committee to send a “get well” card to any member or family member afflicted with a major illness or injury.

(f)  Nomination

The Nomination Committee shall be chaired by the former CO, selected by the serving CO and an additional two (2) members who are current or former Board members.  The Nomination Committee shall meet prior to the annual meeting and present a slate of candidates for proposed Officer and Board member positions thirty (30) days prior to the election and annual meeting in September.

(g)  Storekeeper

The Storekeeper Committee shall assist the Storekeeper, who shall chair the Committee, in maintaining the uniform closet and any supplies under his/her control.  The Storekeeper Committee shall inform the Webmaster of the current inventory for publishing on the Club website.  The Storekeeper shall account for and turnover any funds to the Treasurer received from the “sale” of any items.  The Storekeeper shall provide a report at regular scheduled Board meetings.

(h)  Bylaws

The Bylaws Committee shall annually review the Articles, Bylaws and Commander Regulations of the Club.  When the CO or the Bylaws Committee determines a need for a new or revised Article, Bylaw or Regulation, the Committee will review the issue and present their recommendation(s) to the Board at least five (5) days prior to the next regular or special Board meeting.  Any such Article, Bylaw or Regulation passed by the Board shall then be incorporated into the compiled Club’s Articles, Bylaws and/or Regulations.  The Bylaws Committee shall then provide the Webmaster with the latest update approved for publication on the Club website.  The Bylaws Committee shall annually communicate a list (preferably by e-mail) of all new changes to the Articles, Bylaws and/or Regulations to all members.

(i)  Uniforms

The Uniform Committee shall monitor Navy Uniform Regulations; and provide input to the Bylaws Committee for changes to uniform policy and/or regulations.  In addition, the Uniform Committee shall make recommendations to the Board for adoption of new uniforms and uniform components.  The Uniform Committee shall monitor implementation of uniform policy and where necessary provide guidance to Commanders in the Club.

(j)  Program

The Program Committee shall be chaired by the XO and include the Secretary.  The Program Committee is responsible for identifying, contacting and scheduling speakers for the regular monthly meetings of the Club.  In the event of a speaker cancellation, the Program Committee shall make every effort to locate a replacement speaker.  The Program Committee shall maintain a list of potential speakers.  The Chair of the Program Committee shall be the “point-of-contact” for all speakers.

(New Section as of 2010 and added description in 2018)

ARTICLE VII

SPECIAL AD HOC COMMITTEES

SECTION 1

The CO shall be empowered to name any Ad Hoc Committee he/she feels necessary insofar as these committees do not conflict with the Bylaws or Commander Regulations.  The CO shall be ex officio a member of all Special Committees.  (New section as of 2010)

ARTICLE VIII

MEETINGS

SECTION 1

An annual meeting of the membership shall be held in September of each year, at a time and place to be fixed by the CO.  Notice of such meeting shall be mailed, e-mailed or communicated to each active member at least five (5) days in advance of the meeting.  The purpose of the meeting shall be to nominate and elect Directors and Officers as required by the Bylaws.

SECTION 2

Regular meetings of the Board shall be held each month at a date, time and place to be fixed by the CO, except the months of June, July, and August.  Special meetings of the Board may be called at any time by the CO and shall be called upon by the written request of any five (5) Board members provided to the CO or Secretary.  It shall take five (5) Board members to constitute a quorum for any meeting of the Board.

ARTICLE IX

BOARD ORDER OF BUSINESS

SECTION 1

Unless otherwise ordered by a majority vote of the Board members present, the order of business at any meeting of the Board shall follow Roberts Rules of Order and proceed as follows:

          a. Roll Call                                   e. Old Business     

          b. Secretary’s Report                    f. New Business     

          c. Treasurer’s Report                    g. Comments     

          d. Report of Committees              h. Adjournment          

It is provided that any irregularity shall not invalidate any action taken at any meeting.

(A part of this section above was amended in 2010)

ARTICLE X

AMENDMENT OF BY-LAWS AND COMMANDER REGULATIONS

SECTION 1

Bylaws, Commander Regulations and approved annual budgets may be amended by a majority vote of the Board at any regular, or special, meeting of the Board; provided that each member of the Board shall have been notified of the proposed amendments at least five (5) days prior to the meeting at which the proposed amendment(s) is/are presented for approval.

Article XI

COMMANDER REGULATIONS

SECTION 1

The Board, when establishing and passing policy clarifications and/or operational procedures, shall issue them as COMMANDER REGULATIONS.  The REGULATION will be based upon the Bylaws of the Club.  They will remain in effect and binding on all members unless modified or rescinded by Board action.

SECTION 2

Commander Regulations require a majority vote of the Board at a regularly scheduled meeting.  They will have immediate effect upon passage unless otherwise stipulated.

SECTION 3

Proposed COMMANDER REGULATIONS may be presented to the Board by any active member during a regularly scheduled Board meeting.  However; a vote on the proposal cannot be taken until the next regular scheduled meeting of the Board.

SECTION 4

All Board members shall be notified of the proposal five (5) days prior to the next regular scheduled meeting.

SECTION 5

All Commander Regulations shall remain on file with the Secretary Commander and on the Club website.

(All of Article XI on Commander Regulations was new in 2010)

Adopted at a regular scheduled meeting

September 13, 1967

Other amendments and changes were made in 1975, 2010, 2015, 2016, 2017 and 2018.

(The change from Commander-in-Chief to Commanding Officer and Vice Commander to Executive Officer was made October 1, 2017)                                                                 

The Bylaws of The Commanders Club of Michigan

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