Club managers work hard to maximize the benefits provided by volunteer service by the club’s board of directors. Based on our dealings with private clubs across the country, my firm has identified some tips to help clubs maximize the board’s value and success.
Following these tips will help the general manager and board provide stronger and better governance to your club and its members.
Recruit the Right Regime
The nominating process for a club’s board of directors must be taken very seriously.
Some clubs ask the immediate-past president and one or two directors in the final year of their term to act as an unofficial “board development” committee. These individuals could eventually be appointed to the nominating committee whenever it is established.
However, prior to the official “nominating process,” this board development committee can begin to identify areas of expertise needed for the board’s upcoming major projects and can compare that to the leadership coming up through the committee ranks.
Some board compositions just don’t work, such as a community board made up of all lawyers and accountants and no fundraisers. The same is true of club boards: too many directors who travel extensively and are never around the club between meetings; an out-of-balance group of those who want to ponder a decision to death and those who want to act instantly.
Your club’s board development committee members have served on the board and seen its strengths and weaknesses and, if properly supported and encouraged, can help develop a strong and thriving board that possesses the right mix of skills and personalities.
Holding Orientation
After securing a solid group of directors, conducting an annual board orientation meeting is the next essential step in the board’s long-term success.
This orientation meeting should be held as soon as possible after new directors are elected, and even the directors returning for a second or third year should make every effort to attend. Either the incoming or outgoing president, along with the general manager, usually conducts the meeting, although you may consider asking your professional advisors—primarily the club’s attorney and CPA—to attend as well.
At a minimum, the board orientation should include a review of the club’s key governing documents, such as its bylaws and rules. The new board members should also be briefed on all pending issues of any significance, because the life span of many club projects, from planning and budgeting through implementation, will very likely exceed a single board year.
All board members—both old and new—should be brought up to date and fully understand both how the club got to where it is and where it is headed.
Read, Read, Read
All board members should have a thorough knowledge of the club’s key documents.
There is no substitute for reading the club’s bylaws, rules, membership plan, strategic plan, annual budget, and so on.
And, as club manager, you should set the example.
At least once a year, usually before the board member orientation, it is a good idea for each board member to sit down with the key documents and read through them. Directors may be reminded of requirements they had forgotten. You may realize that, against the backdrop of the last year’s activities and developments, a provision of one document should be revised.
Another benefit of reading the documents yourself is that directors will be prepared to ask and possibly answer questions whenever the club’s professional advisors attend a board meeting.
Board Notebooks
To help facilitate your board having complete knowledge about the club’s key documents, club managers should create and maintain a functional board notebook.
Each director should have a three-ring binder, which includes an index and tabbed dividers, including the club’s key documents (articles, bylaws, rules, strategic plan), minutes from prior meetings, lists of all committee members and chairpersons, committee reports (possibly separately tabbed for each committee, depending on the number of committees), and so on.
This scenario occurs too often: after extensive discussion, the board agrees on a proposed course of action, only to have one board member think he vaguely remembers some applicable requirement from the bylaws—but no one has a copy of the bylaws with them.
The board should be able to refer very quickly to its governing documents, to its prior acts, and to documents submitted by its committees. The board notebooks should include this kind of key information.
All clubs are different, so the club manager and president should decide what specific information is needed at board meetings and between meetings, and the general manager can provide a useful board notebook.
Monthly Board Packets
In addition to coming prepared with board notebooks, board members should have board meeting agendas and packets in advance. Meetings of any kind run more smoothly when there’s a previously circulated and reviewed agenda.
Therefore, club managers should prepare a monthly board packet, circulated at least several days in advance of the regularly scheduled board meeting. If your board meets quarterly, these packets should still be circulated monthly to bring the board up to date and keep them abreast of current issues and projects.
The packets should include committee reports and the general manger’s report of operations, budgets and financials, complete with comparisons, actuals and year-to-date. When the board packet is circulated in connection with a board meeting, the general manger and president may also wish to provide proposed resolutions addressing each item on the agenda.
This can save time at your board meetings by providing a starting point for a board action.
Revise Those Bylaws!
Speaking of board action, directors should periodically consider possible revisions to the club’s bylaws.
Some clubs bounce from year to year referring to the bylaws only to ensure notice of the annual members’ meeting is mailed on the proper date. However, bylaws may include key provisions you rarely consider. And by the time those provisions come into play, it is too late to change them, potentially creating huge challenges.
For example, bylaws provide quorum and voting requirements for member meetings. If your membership has evolved so that a quorum is no longer likely to appear in person, perhaps you need to expand your proxy provisions. If certain decisions require a super majority vote and you never reach that level of participation, perhaps you should make the one time push for member participation to vote to reduce those hurdles now, rather than be stuck in the future when an issue is urgent.
And, while you’re at it, update the club’s rules. Be sure the rules allow the club to discipline members who create a hostile work environment for employees, address safety and courtesy issues properly, and so on.
Relationships Count
Remember the importance of building relationships. Although the general manager is the main contact with the club’s key advisors, such as its attorney and outside accountants, the board should meet these individuals.
Some clubs believe they save money by only calling on their outside professionals when a thorny issue arises. A more prudent approach is to check in with these advisors periodically to be sure the club is not overlooking any requirements.
Most clubs rarely need these professionals to attend their board meetings, but some clubs regularly provide their agenda and meeting minutes to their attorney. It’s often better to pay for thirty minutes or an hour of prevention rather than many hours of cure.
Ear to the Ground
The club’s board and general manager should be proactive.
Remember, being proactive doesn’t mean you need to rush a decision or execute a half completed plan. Rather, it means the general manager and the board are aware, actively listening and questioning, and anticipating challenges.
Watch for trends. Keep up with the industry. Know what clubs are doing in your area.
Manage by walking around. Be sure you are not surprised by the obvious.
Robyn Nordin Stowell is a member of the law firm Jennings, Strouss & Salmon, PLC, and serves on the board of directors of the National Club Association.