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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:

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Club Governance

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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

  • Handles “sensitive” issues

  • Monitors full board

  • Assess GM’s performance

  • Prioritizes Issues

  • 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?


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