Month: April 2020

When Compliance Meets Health and Safety

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This article continues a series of communications from GGA Partners to help private club leaders address challenges confronting their businesses and their employees as a result of the global health crisis. Today, Michael Gregory, a partner of our firm, discusses options and alternatives for clubs with pending annual meeting requirements.

With annual meetings and general elections upcoming, how should clubs meet what may seem conflicting obligations?

As the health crisis evolves, so too do the number and magnitude of issues facing club leaders. One that most take for granted – the annual general meeting and member election – now raises a difficult, if not contradictory, predicament: complying with club bylaws and government restrictions while protecting the health of members, families and employees.

First, know the law.

Is your club located in an area with a state or local government order prohibiting nonessential transit or in-person meetings? If yes, your decision is easy: the club cannot hold the meeting, notwithstanding bylaws that may require it.

According to Glenn Gerena, a shareholder at Greenberg Traurig and a community development and hospitality attorney, “If the club cannot have a virtual meeting under law or its bylaws, the board should discuss with counsel whether the government order gives the board a legal basis to hold a meeting on a virtual [platform] and, if not, to reschedule the meeting to a later date.”

If there is no state or local prohibition regarding an in-person meeting, the club should consider whether it can hold a virtual meeting according to its bylaws.

If your club decides to proceed with an in-person meeting, it is important to provide for proxy voting by mail and encourage all members to stay home and to vote by mail. For members who choose to attend the meeting in-person, the club must observe all health and safety protocols as defined and advised by their local government authority.

Should you go virtual?

Deciding if your club should hold a virtual annual meeting should involve discussions with your legal counsel. Counsel should review applicable state statutes, which may require in-person meetings, permit virtual meetings or defer to the club governing documents. The state statute will govern if bylaws directly conflict with it.

For example, most clubs in California have adopted section 7510 (f) of the California Corporations Code, which allows for electronic meeting and voting and, in cases where state statutes and bylaws conflict, the state statutes supersede the club’s bylaws.

Legal counsel also should review the latest state and local government orders related to the COVID-19 crisis.  For example, the Connecticut governor issued an executive order on March 21, 2020, giving corporations the ability to conduct annual and other shareholder meetings by remote means.  Similarly, for clubs in Canada regulated under the Corporations Act (provincial and federal), orders have been announced to allow members to meet and vote electronically.

“If neither the state statue nor bylaws expressly permit virtual meetings, the club’s board of directors should review bylaw provisions governing amendments and board powers to determine whether the board can amend the bylaws to permit virtual meetings and online voting,” adds Gerena.

In uncharted waters, rely on reason and caution.

While all clubs are encouraged to seek legal counsel to inform and qualify their course of action, club leaders should expect to be operating in uncharted waters and seek to act reasonably and cautiously in the current environment.

“If prudence does not make it possible to meet, then clubs need to consider alternatives,” said Van A. Tengberg, a real estate acquisition and development attorney at Foley & Lardner LLP. “I would not recommend deferring the annual meeting and allowing the board to serve longer terms.  If your bylaws do not allow virtual meetings, then clubs need to consider different options that provide members a reasonable and safe process to meet and cast their vote.”

As with all things in this new normal, communication (and even pulse surveys) that increases members’ understanding of circumstances and current limitations will be appreciated and rewarded and, in this case, may even help to mitigate potential future risk.

In an upcoming article, Michael Gregory will discuss options and solutions to complete a virtual annual meeting and an online vote. Contact Michael at michael.gregory@ggapartners.com or 416-524-0083.

Lifting the Fog of Crisis

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This article continues a series of communications from GGA Partners to help leaders of private clubs address challenges arising from the COVID-19 coronavirus that are confronting their businesses and their employees. Today, Henry DeLozier, a partner of our firm, highlights that now is the time to remind members of their club’s relevance and value. 

Lifting the Fog of Crisis: Now is the time to remind members of their club’s relevance and value.

The “fog of war” is a term coined in the 19th century to describe the uncertainty military troops often experience in wartime situations. Amid the deep uncertainty that the coronavirus has brought to our families, communities and businesses, many of us find ourselves in our own fog of war.

As club leaders reckon with the impacts – both immediate and long-term – of the current pandemic, lifting the fog of misunderstanding and encouraging engagement are important to your club’s longevity and success.

Here are two important steps to make your club a beacon of hope and inspiration to club members, their families and friends:

Make your club a positive influence for members.

Members appreciate knowing how the club, its members and staff are responding to current challenges. They are especially interested in how the club is taking care of its employees. In addition to e-mail updates enhanced with photographs and short videos, also consider:

Organizing virtual events. Using such technologies as Zoom and Google Hangouts, host a virtual happy hour. Keep the number small enough that everyone can be part of the conversation. As the organizer, start with a general update from the club and then let members take over with questions and updates of their own. This is an opportunity to lift people’s spirits, so keep it fun as much as possible.

Telling stories that inspire. Tell members about staff who are volunteering to care for others, including other members, while continuing to do their jobs at the club. Many members have special relations with club staff and will appreciate staying connected through stories.

Encouraging members to take away meals and snacks. Brad Bourret, GM at Cabarrus Country Club in Concord, NC, launched Take-Out Tuesdays before the crisis. He now reports that take-out for his club has exploded in volume. In troubled times, keeping connected to the things and people familiar to them gives members a greater feeling of safety and well-being. Think of it as comfort food.

Increase members’ understanding of club matters.

Provide regular updates. These are obviously not normal times, but retaining some level of normalcy is comforting. Members will appreciate knowing what is taking place at their club. Maybe a new freezer has been installed or the locker rooms and bath house have been fully steam-cleaned to ensure the club’s usual high sanitation standards. If spring flowers and shrubs are blooming, send photographs or a short video that reminds members of the natural beauty they enjoy at their club.

Introduce learning opportunities. Many members don’t understand how some aspects of their club functions. For example, club finances, board governance and the process for recommending members are unclear to many members. In addition, basic operations, such as housekeeping standards, the care and maintenance of facilities and kitchen storage and cleanliness practices, are obviously timely subjects. Now may be a good time to capture their attention and communicate important information on these topics through a podcast.

Conduct single-topic surveys. If you want to know what your members are thinking, what questions they have and what suggestions they would like to make, ask them. Short member surveys – which typically require less than 10 minutes – are great ways to update your understanding of members’ wants, needs and expectations.

The most serious crisis most of us have ever experienced has settled a fog over much of our lives, including our clubs. Efforts to lift the fog, including making your club a positive influence for members and increasing their understanding of how the club operates in good times and bad, reminds members of the importance of the club in their lives.

Your club’s relevance is among the many things being attacked by this virus. Now is the time for club leaders to take the steps that keep the club a meaningful and valuable part of members’ lives.

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