Club Governance Gary Hamilton, J.D. Professor The Collins College of Hospitality Management Cal Poly Pomona

Learning Objectives (Pre- Application) By the conclusion of this session you should be able to understand and apply the following concepts: Formal versus Informal Organizational Structures Club Elections: Process and Procedures The Role of the Board Board Characteristics Power, Status, and the Political Reality of Clubs Managing Member Expectations Critical Communication Concepts The Role of the General Manager Decision-making and Governance “Best Practices” in Club Governance

Club Organization Board Information BOD/Committee Rosters Meeting Dates Expected Commitments Sample Agenda Board Orientation and Retreats

Club Organization Organizational Chart Elected and Voluntary Leadership Staff Organizational Chart Sample Org Chart

Organizational Structure (Informal) Past Presidents “Regulars in the Men’s Grill” Political power brokers Internal External Stakeholders beyond the club Power, status, and political savvy

Club Governance: Contracts Employee Vendor Services Employee manuals Others

Club Governance: Additional Considerations Decision Making Common Law Statutory provisions Affirmative Duties Breach Indemnification Ultra Vires

GM as COO Planning Organizing Staffing Directing and Leading Controlling

GM as COO Ex Officio member of Board and Committees Counsel / advisory providing expertise and judgment consultant role Staff Identified as “Note taker”

Board Responsibilities Policies Governance Financial Oversight Voting on New Members

Board Responsibilities Member Discipline Affirm Mission & Vision Orientation Communication

Board Responsibilities Expectations Member Board General Manager

Board Responsibilities Establishing and Enforcing Rules of Conduct and Behavior

Board Responsibilities Executive Committee 1. Handles “sensitive” issues 2. Monitors full board 3. Assess GM’s performance 4. Prioritizes Issues 5. Facilitates Board Productivity

Board Responsibilities Objectives SOP’s Administration Committee Organization & Review Delegation Authority Specialty Consultants

Board Responsibilities Elections & Annual Meeting Odd number of members to ensure a majority vote Well defined election process Two (3) year, staggered terms, if re- nominated

Board Responsibilities Elections & Annual Meeting President enjoys equal voting privileges Presidents – (two) 2 consecutive one year terms Past President – Ex Officio Committee Chairs to Board

Board Responsibilities Membership Voice Financial Oversight & Audit

Board Duties and Responsibilities The Duty of Care / Due Diligence The Duty of Good Faith / Loyalty The Duty of Compliance

Board Characteristics What are the Salient / Desirable Characteristics of a Board? Empty exercise? Luck of the draw? Farm Team Strategy? A Structured Event?

Board Selection: Some Considerations Formal Process for Identifying Candidates Nominating Committee Review Avoiding ‘Competitive’ Elections

Board Selection: Some Considerations Contested Election Procedures Open Slate Slot Nomination by Petition Experience & Diversity Electing Board Officers

Board Conduct Establishing a Code of Conduct

Board Ethics Fiduciary Duties Identified Code of Ethics Consent Form Confidentiality Agreement (for proprietary financials)

External Regulations Federal law IRS implications State law City ordinances Real Estate/Trust implications

Club Organization: SOP’s History of Board Actions: 5 year timeframe Club Impact Date Adopted Policy History

Club Organization: SOP’s Current Policies Governance/By Laws Membership Finance Operations

Board Budget Functions Budget Philosophy initiation fees member dues special assessments Annual Budget Process Operational Forecast by Department

Capital Budgeting Defined: Dollar Limitation Project Proposals Priority Assessment Process Timing

Capital Budgeting Recommendations Budget Approval Contingency funds established Authorization

Finance & Budgeting Annual Audit Process Audit Letters Credibility enhancers

Capital Budgeting Project Category Repair & Replacement from Capital Dues Member Services Enhancement from Initiation Fees

Status of Technology Capital Investment Summary Technology Plan

Human Resources HR Policies and Procedures Staff hiring assignment termination grievances performance evaluations salary determinations

Human Resources HR Policies and Procedures Benefits Health Care Retirement Matching Perks for Seasonal Associates Employee Manual

Human Resources: Management Control Key components/considerations Report directly to GM Accountability Are you in charge? (see next slide!)

Human Resources Supervisory Responsibility Tennis Pro Golf Pro Course Superintendent Controller Maintenance

By Laws Current By Laws History of Board Actions Review Cycle New Legal Developments & Exposure Legislative Updates

Insurance Coverage Insurance Summaries Coverage Deductibles Exemptions Cost Advisory letters from Carrier

Legal & Legislative Confidentiality Litigation Internal Conflict Ramifications and Recourse

General Club Dynamics Activities Calendar Hours of Operation Club History Newsletter Web site Information Menu Overview / Access Banquet Services

Membership Membership totals by class and variances Detailed demographics

Membership Membership Applications and Procedures Fees Sponsorship Membership classes Payment programs

Membership Membership trend analysis Competitive fee analysis Regional trends Membership Satisfaction Surveys and Results Value and Services Assessment Membership Roster

Strategic Planning Executive Summary of Member Survey Current Strategic Plan Facilities Report Schedule of Assets Depreciation Schedules Capital Investment Strategies

Board (and Committee) Orientation A. What is orientation? - It can help new members understand what is and what is not expected of them. - It can give current members, board/ committee, leaders, and the GM / COO a chance to welcome the new members and to share their collective knowledge.

Board (and Committee) Orientation What can it do for you? - It can help secure the future of the club.

Board (and Committee) Orientation B. Five Objectives to Orientation Bring new members up to speed Build loyalty and enthusiasm Communicate the club’s mission Teach policies and procedures Introduce formal and informal networks

Board (and Committee) Orientation C. Who Conducts Orientation? Effective orientations are those that involve several people including: -GM / COO -Club Attorney -Club Board President -Other board members -Other staff members

Board (and Committee) Orientation D. Role of Board President or Committee Chair E. Role of Board or Committee Members F. Role of GM / COO

Board (and Committee) Orientation Format of an Orientation Types of Orientations - Group sessions - Individual sessions - Self-orientation - Mentor sessions

Board (and Committee) Orientation Orientation Activities Common activities to include: -Tour of club - Discussion / overview session - Meal - Slides or media presentation - Panel discussions

Board (and Committee) Orientation Orientation Activities Common activities to include: - Distribution of printed material - Question / answer session - Board or committee meeting - Follow-up actions

Board (and Committee) Orientation Orientation Materials (Format) Three common formats include: File or pocket folders - Three-ring binders - Multiple binders

Board (and Committee) Orientation Orientation Materials Materials for New Members Organization Chart Club’s Mission Statement

Board (and Committee) Orientation Orientation Materials Definitions of Responsibilities Club Bylaws and Articles of Incorporation Club Rules, Policies and Procedures

Board (and Committee) Orientation Orientation Materials Club Financial Information Minutes of Meetings Pending Issues Calendar of Events

Board (and Committee) Orientation Orientation Materials Names and Biographies of Members Names of All Committees and Chairs

Board (and Committee) Orientation Orientation Materials Director’s and Officer’s Insurance Meeting Procedures and Customs Club History

Board (and Committee) Orientation Implementation Plan 1. Setting orientation objectives 2. Delivering orientation materials 3. Planning the agenda

Board (and Committee) Orientation Implementation Plan 4. Informing the involved parties 5. Conducting the orientation 6. Following up with new members

Learning Applications Now that you’ve completed the session: What is the most important “take away” concept you’ve personally learned? What idea(s) will you take back and share with your staff? Which concept(s) will be important to share with your membership? Which concept(s) will be important for you to share with your President/Board? What do think will be your biggest challenge to implementation?