During the Hundred Years War, the English army laid siege on Harfluer, France, and blew a hole in its fortification. After King Henry’s troops tried and failed in an initial attempt to take advantage of the opening, he spurred them to try again with the memorable command, “Once more unto the breach, dear friends, once more.” The phrase is used today to encourage additional attempts to succeed. We use it to revisit the board policies manual (BPM) and urge clubs to adopt it as their club management system.
Fifteen years ago, the Club Managers Association of America (now known as the Club Management Association of America) designated the Club Governance Model (Model) as its standard of excellence. The centerpiece of the Model was the BPM, a document containing or referencing all policies of the Board of Directors. The Model reinforced the concept of the general manager as chief operating officer (GM/COO). Clubs were initially slow to adopt the Model in general and the BPM in particular. However, over the years, the BPM has steadily found its way on the list of strategic action items for clubs seeking to strengthen their governance models. The growing recognition of the BPM’s value is good news. The bad news is the perception of the BPM has morphed away from the original structure and content. It’s time to reexamine the BPM by being reminded of its purpose, emphasizing what it is, and clarifying what it isn’t.
Purpose of the BPM
The BPM is a compilation of, or a reference to, all standing board policies. The reasons for its adoption are the:
- Efficiency of having all ongoing board policies in one place.
- Ability to quickly orient new board members.
- Elimination of redundant or conflicting policies.
- Ease of reviewing current policy when considering new issues.
- Provision of policies to guide the board, general manager and staff.
The BPM represents the entire board’s voice speaking to sound governance principles and best practices. Because the BPM is the board’s voice and not just that of the president, the Executive Committee or a faction of the board; it:
- Guards against divisions within the board by encouraging consensus from different points of view and eventual board-wide agreement on decisions
- Has the stability to keep the policies operative year-on-year, even though the president and a third of the board may change annually.
BPM: What it is
The most commonly organized BPM comprises five parts:
Part 1: Introduction and Administration: States the purpose of the BPM, the rationale for its use, how it is maintained, and how its contents are employed in the club’s governance model.
Part 2: Organization Essentials: Includes the club’s vision, mission and values, along with the club’s strategic and tactical goals. These “organization essentials” form the foundation upon which the organization’s other policies are designed and built.
Part 3: Board Structure and Process: The board’s strategic perspective, job description, style, and configuration; policies on meeting management and officer elections; policies relating to committee types, responsibilities and membership are clearly outlined.
Part 4: Board-GM/Staff Relationship: This part states the delegation of authority to the GM, accountability to the board, process for GM evaluation and staff treatment.
Part 5: Executive Limitations: Includes limitations on the GM’s authority given in Part 4, e.g., signature authority on checks, budgeted and unbudgeted expenditures, capital spending, size and duration of contracts, and the like.
As configured above, the BPM will incorporate by reference those board-owned documents that can stand alone, e.g., strategic plan, members rules and regulations, conflict of interest statement and committee charters. Although the actual documents are not housed in the BPM, their contents require board approval. Incorporating them by reference in the BPM keeps the BPM shorter and focused on how the board will govern.
BPM: What it isn’t
While we can celebrate the increase in the number of clubs that are adopting the use of the BPM, we have noticed three areas where the BPMs being developed deviate from the recommended scope and structure of the document:
- It is not a Reference Book: We have seen clubs use the BPM as a type of encyclopedia of information board members might find useful. Along with board policies, they might include their Articles of Incorporation, bylaws, contact data for board members, golf tournament schedules, opening and closing times, and the like. These may be useful reference materials, but they are not board policies.
- It is not a Guidebook: Policies are directives. They are not suggestions or guides. Publishing them as guides practically guarantees an uneven level of compliance. Governing by guidelines will frustrate those willing to follow the guidelines and reward those who choose to operate outside of them.
- It is not a Manual of Key Policies: Some clubs see the BPM as consisting of only the most important policies. However, if a board allows implicit (unwritten) policies to exist along with the policies in the BPM, the effect will be similar to the effect of using policies as guidelines. The implicit policies will end up trumping the explicit policies as the BPM will be perceived as “not the way we do things.”
Once More to Succeed
While we don’t see our urging the development of a properly constructed and employed BPM as rising to the level of King Henry’s charge to his troops, we have seen enough examples of improperly developed BPMs to encourage us to enter the breach once more. The BPM is the most important component of a club’s governance model. There are BPM templates available for clubs to follow with sample policies to illustrate both the contents and organization of BPMs most commonly found in the club community. Let them guide you in developing a BPM that will serve as the centerpiece of your club’s governance model.
This piece was published in the National Club Association‘s Summer 2023 Issue of Club Governance.