Most clubs have now adopted the “gold standard” of club governance with a carefully prepared Board Policy Manual (BPM). Throughout travels across the country, we have
seen that having a BPM—and using it properly—are two different propositions. To help you avoid the most common miscues, we offer these four clues.
First, What a BPM Is
No doubt you have heard the phrase “content is king.” It is true in the marketing world and equally true when it comes to your club’s BPM. A well-written BPM addresses board duties and responsibilities in a clear and concise manner, with a focus on communicating the guidelines for:
- Recruitment, supervision, retention, evaluation and compen- sation policies for the club manager (whether their title is GM, COO, CEO or something else).
- Overall direction for the organization.
- Establishing a policy-based governance system.
- How the organization is governed.
- Operational reporting by the club manager. The policy is a board’s broad statement of direction that sets a course of action and provides guidance for club leaders, staff, members and the board itself.
It is important to emphasize that a BPM broadly addresses important duties and responsibilities. It is a club’s guide to ensure that its governance policies remain steadfast through board and staff transitions along with lifting board performance to higher levels.
Overly Prescriptive
Some BPMs are drafted to provide a “rulebook” approach to governance when the purpose of the BPM is broad guidance which relies upon certain principles of sound governance, such as transpar- ency, integrity and accountability.
How to avoid it: Establish a standard format and routine for operational reporting by the club manager (whether titled GM, COO or CEO) to the board. Ask direct questions concerning financial metrics and operational performance measures with reliance on data rather than anecdotes. Keep board inquiry at a business-first level.
A Micromanagement Tool
Many well-meaning boards follow overly prescriptive BPMs or are populated with directors who believe that their duty is to manage the club rather than govern it. This leads to boardroom discussions that wander into tactical and operational matters.
How to avoid it: Maintain a board agenda focused on matters of governance, such as:
- Strategic thinking and focus on strategic goals and objectives as outlined by the club’s strategic plan. Note: This should be a monthly agenda item.
- Access and deployment of capital for asset maintenance and replacement.
The Cool Kids Club
Effective board members address mission-critical and results-oriented matters by asking questions for the on-going success and economic sustainability of the club in a non-contentious or disrespectful manner.
How to avoid it: Ensure that the board is made up of a diverse mix of members who have the business experience and acumen to ask hard questions. Groupthink is a danger to club boards. Top boards conduct regular self-evaluations to ensure that hard questions and topics are being considered.
A Source for Conflicts of Interest
Conflicts of interest are a bane to effective board conduct. Most private club boards are made up of club members who begin with a shared conflict which all should acknowledge and understand. Many club boards avoid addressing conflicts of interest because these can be uncomfortable discussions. Not reckoning with conflicts of interest can be destructive to members’ trust in the board.
How to fix it: Several reliable solutions for conflicts of interest are:
- Emphasize conflict of interest as an important criterion in nominating board members.
- Require every board member to execute an annual affirmation of duties and identification of any conflicts that may exist.
- Execute board assessment questionnaires that ask specific questions regarding conflicts.
- Address conflicts and the appearance of conflict—immediately and decisively.
Understanding what a BPM is and is intended to do for the board is the first step. Faithfully following the BPM is the greater accomplishment.