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The Board Policy Manual: Successful Governance Policies

The Desert Highlands Association has been fortunate to experience successful governance practices over many years. In my role as COO, it has been important for me and our board members to seek out and encourage club members with vision and wisdom to serve on committees, gain unique perspective, and then ultimately have the opportunity to serve on behalf of the Association as a whole.

As board members and presidents have served their terms and then moved to other experiences, it is evident that many good hands have provided a steady course on the continued path leading to successful club governance.

The voices of wisdom echo, with club management sharing best practices and decades of experience, along with exceptional board members who have served and continue to make a positive impact in the club environment. As we listen to some of these powerful voices and their messages, we gain insight about how Desert Highlands continues to thrive and finds itself at the forefront of leading platinum clubs in the industry.

Presidential Perspective The immediate past President Darrell Elfeldt states, “The most enduring and successful club governance results with a strong COO/general manager supported by a knowledgeable board of directors and an active committee feedback system. The board sets the strategy and standards and the manager and his or her team deliver the results. The COO/ general manager manages and operates the club with member input, committee input and the feedback and guidance from the Board.

“Members join clubs for a multitude of reasons but most don’t join to manage the club. My experience is that clubs where members are actively involved in day-to-day management generally have a higher GM turn-over, lower employee morale and lower member satisfaction.”

The current president, the Honorable Darcy Goodman states, “I am convinced that good governance is the most important issue in maintaining a well-run and high quality club. Good governance can be summarized in just one sentence: The board provides the strategic direction/ plan for the club, and the COO/General Manager executes the plan.

“The governance model sounds straight forward, but it can be difficult to keep board members from overstepping their roles and trying to actually manage the club. Both the board and COO/general manager must be vigilant to ensure that the board of directors and members generally don’t interfere with the daily operation of the club.”

Foundation for Good Governance How did we achieve strong club governance at The Desert Highlands Association? The process began in October 2007, after hearing an expert on governance explain the positive outcomes in nonprofit organizations and board structure. I could see the great value of encouraging the board to consider hearing a similar presentation and we indeed moved forward. I worked with the board president to arrange a comprehensive set of working sessions where consultants would provide direction. Ultimately the board’s work culminated with the structure of a living and governing document: The Desert Highlands Board Policy Manual (BPM).

Reasons for Adoption Why a Board Policy Manual? Speaking as a COO and general manager, I have been intimately involved with many diverse boards throughout my career. Our club members include those with successful lifetime achievements in business careers and as entrepreneurs. The tendency for some to jump in with strong opinions and their desire to resolve operational challenges has the potential to become consumed in their well-intentioned modus operandi. Some of this could be unproductive for the club, its members and committed and hard-working staff. If and when a club manager is faced with one or even several wily board members, it is important for standards to be set forth for the club’s leadership.

The board adopted this BPM to clearly set forth how board members will meet their fiduciary responsibilities, duties of care, loyalty and compliance. It provides a single source for ongoing board policies and envelopes all other club governing documents in one body. It orients new board members with current policies and eliminates repetitive or conflicting policies over time.

Governing Style As we looked at the board structure and processes, the board approached its task in a manner that focused on strategic issues rather than on operational issues, encouraged diverse perspectives, and observed a clear distinction for board and staff roles. This was the basis for crafting the BPM. It allows management and staff to develop programs and initiatives in keeping with the board’s direction and long-term strategic issues.

With the BPM in place, the board enforces upon itself and its members whatever discipline may be necessary for successful governance outcomes, including issues related to attendance, respect for individual and differing roles, a unified voice when speaking to management and membership, and self-policing the tendency to stray from the governance structure. The board is accountable to Association members for effectively accomplishing its duties. No officer, individual or committee will overstep his or her role or hinder in this commitment. The board regularly monitors its processes and performance as established by the Association’s BPM. The board is responsible to initiate policy, rather than to react to staff initiatives. Finally, the board, not the staff, is ultimately responsible for its own performance.

BPM Development During the BPM’s development, it may have seemed a lengthy on-going process for some, with conflicting voices at times, but I encouraged the board to keep the momentum toward its completion. Working closely with a professional consultant and the board president, we reviewed a detailed club industry BPM template and brought our views to the table and our desired outcomes. We carefully documented responsibilities for the club’s management, the board of directors, committees, members and staff.

The process included the board’s review and approval every step of the way as a recurring item on the monthly board agenda. Detailed minutes of all BPM discussion points were taken and carefully reviewed between board sessions. At times there were conflicting opinions related to power and control in specific areas; but, through a neutral outside professional’s assistance, valuable points were made, board sessions included reasonable discussions, and resolutions were concluded.

At the completion of the board policy manual, the Desert Highlands board of directors engaged in a final review and approved its implementation. This BPM is truly a living document with updates approved by the board as required, appearing on the board’s monthly agenda for this very purpose. When revisions are necessary, the minutes document such and revisions are applied to the BPM before the next session. The board then approves the revisions at the next meeting and the revision is newly dated.

Having the BPM as a recurring item on the board agenda keeps it in the forefront and is vital for the club’s direction. The board’s executive assistant and club’s attorney find the BPM a useful tool as issues arise at board sessions and for guidance. There is no question about what is the appropriate action and by whom. All other club governing documents related to the HOA (i.e., covenants, bylaws, rules and standards) are also referenced appropriately and included as part of the BPM as well.

A few new members may struggle with the document’s concept, but this is to be expected. Seasoned board members see the value in such a document and spend time educating and mentoring those who cannot grasp its purpose at first. My involvement includes helping members form positive opinions about the BPM’s purpose and to explain to board and club members the BPM’s value in defining the roles and structure necessary for the club’s success and their ultimate happiness as members.

In the end, the BPM has provided ongoing direction, with clear and defined roles, reporting expectations, annual goals and long-term opportunities. There is a clear understanding of what is expected and the outcome has proven to be beneficial to all.

Benefits of a BPM My role, and that of management, is less encumbered with unrealistic expectations, and ultimately provides us with opportunities to spend more time to develop initiatives and programs, keeping the board informed of club trends, as well as best industry standards. Members are pleased with the joint efforts of management and the board, as we successfully work together with the many improvements made to the club over the past years, including a recent multi-million dollar clubhouse restoration and facelift to all areas of the club. In my opinion, time is much better spent now on things that matter most, including a rich community of welcomed and happy members.

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