It is not surprising that women’s participation in private club life has changed in parallel with changes in society in general. Just as women have become more active in the workforce and have a wider variety of options with respect to children and career, women are participating more fully in the club and requiring a variety of opportunities there as well. This trend started more than a decade ago, but has accelerated in recent years.
These changes have not happened without resistance or challenge. Even changes we have recently seen at an accelerated pace across all club types, locations and traditions have been rejected or slowly adopted by some boards and members. Some clubs that previously had a “men’s grill” and were challenged by female members tried to address the issue without giving up their space, such as by expanding the men’s locker room and moving the “men’s grill” into the men’s locker room where it was more likely to withstand challenge. Similarly, some clubs moved from “men’s tee times” to “member only tee times”. This did not impact men in cases where men owned all the memberships. However, as women have become the named member in more situations, and as women have challenged clubs’ private status when clubs failed to offer equal facilities and usage opportunities to women, some of these clubs’ defensive moves no longer solve the problem. There are purely private clubs that have successfully moved the grill or limited women’s access in various ways, and there are legal ways for many clubs to expand the segregated sections of their facilities, but even some of these clubs wonder if their members might find their name in the news as belonging to a club that excludes or limits women.
Clubs that want to expand their offerings for women and families are considering a number of issues as they evolve to welcome women in club life. These include facilities and use, board and committee service, children and more.
Regarding women in leadership, clubs began allowing women to serve on committees. Often this service was on “ladies committees” rather than the more male dominated committees such as the golf committee. Now women are serving more fully across all club committees.
Clubs that were formed more recently or that have updated their documents regularly may already title membership in both spouses. Most often, those clubs already have provisions in place that allow both spouses to serve on committees and the board. When clubs are older or have older documents, all service may be restricted to the “member”—who is most often the male. Where some spouse service is allowed, it is more common for these bylaws to allow spouses to serve on committees than on the board. Where the membership is titled in only one of the two spouses, bylaw amendments are often required before spouses can serve on the board. Clubs that consider changing documents to allow the non-member spouse to serve often must revise their bylaws and other governing documents (see sidebar).
Updating club documents can range from simple to cumbersome, depending on the club’s current situation. It is important to think through the details carefully at the outset, to be efficient and avoid unexpected consequences or challenges. For example, one club with language that was streamlined and consistent was able to add a bylaw along these lines: “Member” shall be read to include “Spouse” for determining qualification to serve on the board and committees. Another club with very cumbersome documents tried to force ownership of the membership from only one spouse to both spouses, but the required detailed revisions were too cumbersome to pass and raised big red flags with members about what this might mean for their assets and estates. Another club removed the restriction that a member must be male, literally by striking the sentence, and were surprised at the list of follow up issues. For example, there might be a solitary woman playing in the member guest next year. Divorce was previously clear—the man kept his membership—so do you need a divorce provision in the bylaws and what should that say? Clubs would follow an orderly process so that these changes are effective for the long term (see sidebar).
There are political reasons to allow women to serve on the board. As mentioned, even older clubs, all male clubs and other clubs where the traditions are clear and accepted that men are the members and men serve in leadership, some members are starting to question whether the members or the club might end up in the news. They also wonder if they are operating as a “truly private” club sufficiently to protect the benefits of that private status. Those are important questions to ask, but it is also worth noting that women contribute greatly to many organizations and may contribute mightily to the club.
There is a variety of research that shows that having women on corporate boards improves the company’s performance in multiple measured metrics. While causation may not be proven, correlation certainly is. 2020 Women on Boards recently published analysis showing that more than half of the companies that fell off the Fortune 1000 list had one woman or no women on their boards. Harvard’s School of Public Health ranked Fortune 500 companies by the number of women directors on their boards and found that the top companies listed in that order had significantly better financial performance –Including those in the top 25% having 53% higher return on equity than the bottom 75%. Published research (Catalyst, Forbes and others) notes that when women serve on the board, particularly when there are two or more women, the benefits include better financial performance and communication and enhanced problem solving.
This information is not universally accepted as accurate. Some business leaders argue the research cherry picks the data that supports their conclusions, and others argue that at least three women must serve simultaneously before any impact is seen. Many experts are pushing back on California’s recent law requiring public companies to include women board members.
Regardless, as the macro perspective has shown, women control more of the family budget than they historically have, and the research is that women are using club facilities more. Thus, clubs have been well advised to move toward allowing and supporting and encouraging women to step up to more leadership roles in the club, including both committee and board service.
Sidebar on Changing Documents
To allow women fuller participation on the board and committees, many clubs must revise their bylaws. Some clubs will also consider also changing their joining documents. To evaluate the changes that might be needed in your club, start by asking yourself the following questions:
1. Who owns the membership? Is the membership owned by an individual and the club allows the spouse to use the facilities? Or is the membership titled jointly in both spouses? If it is titled jointly in both spouses, possibly document changes are not needed. The club already should be allowing both spouses to serve in most scenarios of that type. If the membership is titled in one spouse, the club must ask additional questions.
2. Check the “shalls” in your club documents. Do the bylaws say that all members of the board “shall” be the “member” (by definition not the “spouse”)? If so, a bylaw amendment would likely be necessary to allow spouses to serve on the board. Do the bylaws say that the board may appoint spouses to serve on committees? This language often in the bylaws, and there the club may already be able to appoint women to committees. Another possible limitation that would be relevant are the prerequisites to board service. If club policies or documents say that a person “shall” have served on a committee for a period of time before they are eligible to serve on the board, then the club will need to ensure that women have committee service opportunities so that they can be elevated to board service.
3. What other issues arise from this change? For example, do you need to address divorce now, if you go from single member to jointly owned membership? If committee membership is a prerequisite to board service, how will you get spouses in the pipeline and should that be a strategic initiative?
4. Whose approval is required? If a member vote is required, the board will need to work on socializing these new opportunities before going to a member vote in order to be more successful in obtaining member approval.
Robyn Nordin Stowell is a partner in the law firm of Sherman & Howard L.L.C. in Scottsdale, Arizona. Robyn may be reached at (480) 624-2736 or by email at [email protected]. This article is for informational purposes and is not legal advice.