NCA’s Board Toolkit: Club Leadership Essentials provides resources for club governance. This excerpt provides a sample job description for club directors to ensure they are familiar with their roles and expectations in order to best serve their clubs. You can also review sample job descriptions for board officers on our website at nationalclub.org/boardtoolkit.
Job Description for Directors
I ________________________________________, understand that, as a member of the board of directors (the “board”) of Club Name (“CLUB”), I have legal and personal responsibilities to CLUB. I understand that CLUB is subject to special legal requirements as a tax-exempt nonprofit club, including requirements relating to the interactions of directors with CLUB. To those ends, I confirm the following:
GENERAL EXPECTATIONS
Board Role. I understand that the board’s responsibilities include determining CLUB’s mission, strategies and priorities; monitoring program performance and impact; overseeing legal compliance; providing proper financial and risk oversight; and selecting and evaluating the general manager. This role is separate and distinct from the role of the general manager, who determines the means of implementing these policies.
Informed. In line with those responsibilities, I will learn about CLUB’s mission, values, structure, programs, strategies, staff, facilities, budget and financial position and performance, financial reporting, risks, use of assets and legal compliance.
Advocate. I will communicate CLUB’s work and values to the membership, represent the club, and act as a spokesperson. I will lend my personal credibility to the club. I will help recruit new club members and board directors.
BOARD PARTICIPATION
Committees. I will serve on at least one board committee, task team, or special project.
Attendance. I will make every effort to attend all of the board meetings each year, including the annual board retreat. I will make every effort to attend other supplementary Board activities. I will notify the chair or general manager if I have to miss a board meeting or will be absent for a prolonged period of time.
Preparation and Participation. I will prepare for board and committee meetings, including reviewing agendas, draft minutes of previous meetings, and background materials. I will maintain a high degree of familiarity with the issues, concerns and trends in the field. I will request additional information if I have questions, participate in discussions, and speak up if I have concerns.
Communication. I will cultivate a collegial working relationship with fellow board members and the general manager. I will listen to their ideas and comments and provide constructive feedback.
Email. I agree to receive email and other electronic transmissions from CLUB including notices of board and committee meetings and advance reading materials for those meetings, and acknowledge that CLUB can rely on email and other electronic communications from me.
LEGAL AND GOVERNANCE DUTIES
Fiduciary Duties. I understand that I have three basic legal duties to the club: a duty of care, a duty of loyalty, and a duty of obedience. I understand that the duty of care requires that I be informed about CLUB’s activities, participate in decisions, and do so in good faith with the care of an ordinarily prudent person in similar circumstances. I understand that the duty of loyalty requires that I act in the interest of the club and not in my own interest or in the interest of another entity. I understand that the duty of obedience requires that I follow the club’s bylaws and articles of incorporation, to carry out its mission, and to ensure that funds are used for lawful purposes.
Charitable Purpose. I understand that CLUB is organized and operated for nonprofit purposes under section 501(c)(7) of the Internal Revenue Code and not for the private benefit of any person.
Inurement. I understand that no part of the net earnings or assets of CLUB may inure to (benefit) me or other directors, officers or other private persons.
Transactions. I understand that there are legal limitations on the transactions between CLUB and myself or other directors, officers and staff and legal requirements that the majority of Board members meet certain independence standards. I will comply with CLUB’s Conflict of Interest Policy. I will excuse myself from discussions and votes where I have a conflict of interest.
Reporting. I will provide CLUB with the information it needs from me for its external reporting, including its IRS Form 990 and financial statements. I will protect the confidentiality of all sensitive information acquired during my tenure as a director and will sign a confidentiality agreement upon request.
Removal and Resignation. If I don’t fulfill my responsibilities to CLUB I will expect the chair or designee to call me and discuss my responsibilities with me. If I believe that I am unable to carry out my obligations as a board member, I will offer to resign and provide adequate advance notice to the chair. I understand that I can be removed from the board as provided in the Bylaws, including if I fail to regularly attend meetings.
Confirmed and signed by the director:
Signature / Date: ____________________________________________________________________________________
Print Name: ________________________________________________________________________________________
National Club Association—Board Toolkit: Club Leadership Essentials