Tag: Fred Laughlin

An Anatomy of Two Committees

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Of all the club committees, none is more important that the nominating committee and none is less important than the executive committee. You may think it a radical thought, but before you dismiss it, consider the following rationale. One of the five principles of good governance is electing board members on their merits and not on their popularity, personal agendas, seniority or some other basis. Honoring that principle is best achieved via an uncontested election, where the number of candidates equals the board slots to be filled. An uncontested election requires two essential ingredients:

*An independent, objective nominating committee.

*A board-established profile that lists the requirements and desired characteristics of board members.”

Member trust in the uncontested election process is directly linked to their perception of the nominating committee’s integrity. To ensure that trust is nurtured, establish your nominating committee using the following guidelines:

Smaller is Better

The size of most club nominating committees is between five and seven members. Because of the high premium placed on the confidential proceedings of the committee, we prefer the smaller size.

Selecting the Chair

The key decision in forming the committee is the selection of its chair. Club bylaws often specify that the chair is selected by the president. Others may identify the immediate past president as the chair. Of the two approaches, we favor having the president select the chair, primarily to avoid the appearance of a self-perpetuating board. However, the importance of this decision calls for a board-approved set of criteria for the chair. For example, the board may require the president to select a chair based upon their reputation of integrity, independence and objectivity; their understanding of club governance; and their ability to lead a highly confidential vetting process.

Allow the Chair to Select Committee Members

Once the chair is designated, there is the selection of committee members. Some bylaws have the president selecting the committee members. For those clubs whose bylaws are not specific as to how committee members are chosen, we recommend leaving that decision to the newly appointed committee chair. If they have been selected using criteria like those listed above, they will recruit like-minded members to carry out this important role.

Define the Ideal Candidates

As important as selecting the right chair and committee members is the process used by the committee to prepare a slate of candidates. The board should approve a profile that includes both required and desired characteristics of board members. Further, we recommend the committee be held accountable to use the board profile to vet potential candidates. A properly formed nominating committee using a board approved process and referencing a board profile is best equipped to select a slate of highly qualified candidates for the board.

The Executive Committee

While the nominating committee has the most important role among club committees, we believe the executive committee has the least. Our concern with a board’s executive committee is that it can become a mini-board, i.e., it can make decisions that are best left to the entire board. One of the principles of good club governance is the board speaking with one voice. Having the executive committee stand in for the full board dilutes this principle and can result in board members not on the executive committee feeling like second class citizens.

Despite the threats to the one-voice principle, executive committees have a long history in clubs primarily for two reasons:

  • There are board decisions that must be made between board meetings.
  • There are matters calling for a group smaller than the board to handle.

Regarding the need for decisions between board meetings, the last two years have demonstrated how easy it is to call an online meeting of the board. If an issue requires a decision by the board, the president can email an invitation to board members and assemble an online meeting within days. Some bylaws require a notice period of a week or two before a special meeting of the board but many clubs have amended their bylaws to allow only a few days’ notice, given the ease with which board members can be contacted and made available for the meeting.

The second rationale for having an executive committee is the occasional need for a small group to handle a particularly sensitive issue or provide the general manager with counsel on a policy or a decision. While a smaller group is more efficient and may be more secure with sensitive information, we do not see an executive committee as the one-size-fits-all group. For example, if the behavior of a staff member may result in adverse publicity for the club, it may be best to assemble a group of board or club members based on their expertise and not their office. Similarly, if the general manager needs counsel on handling an issue or transaction, they can call on board members or club members best suited to offer the advice.

A final point: Although the common board size is nine members, many clubs have 12 or more members. These larger boards are more likely to lean on an executive committee for efficient decision making. However, the more these larger boards rely on their executive committees, the more likely the non-committee members will feel left out. If a board is unwieldy, reduce its size rather than creating a two-tiered board by depending on an executive committee to make intermediate decisions.

This piece was authored for the National Club Association‘s Summer 2022 Issue of Club Governance. 

Corporate Policies and Best Practices for Proper Club Committee Alignment

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More and more, private clubs are looking to corporations for policies and best practices in governance. For example, private clubs have realized the benefits of modeling the relationship between their boards of directors and general managers after the relationship between corporate boards and their CEOs. Although there are other lessons from the private sector clubs are learning, there is one area clubs seem slow to embrace: the appropriate alignment of committees.

Corporate boards maintain committees such as strategic planning, finance, audit and nomination committees to support governance functions. But they leave the formation of advisory committees on matters such as accounting, customer relations, sales, marketing, communications and the like to the CEO. In contrast, most private clubs have all their committees reporting to their boards. We believe there is a more effective approach to aligning club committees with the functions they support.

Assume you are just starting a private club and you have been assigned to develop a governance model. You decide on the size of the board, the terms of office, the election process and other features of the model. Next comes the task of identifying club committees, including their purpose, configuration and leadership. What’s the first step in this task?

The Purpose

Begin with the primary purpose of a committee, which is to serve as an advisor on policies relating to the issues subsumed by its scope of services—for example, finance, membership, golf, house, strategic planning, etc.

The next question is to whom does the committee report? The answer lies in the functions being supported by the committee. The board is a governing body with a strategic perspective. It needs committees to support strategic functions like finance, strategic planning, membership and governance/legal. In a good governance model, the board delegates the authority and the responsibility to the general manager to manage club operations, which includes delivering the services and activities efficiently and effectively. The committees supporting these functions, therefore, are best positioned reporting to the general manager.

We recommend two types of committees for a private club:

  • Board committees that support board functions and report to the board.
  • Operations committees that support operational functions and report to the general manager.

Unfortunately, the inertia militating against this alignment is rooted in history, where virtually all committees have reported to the board. Most club bylaws state specifically or clearly imply that all club committees report to the board, meaning that even boards that seek to realign their committees must first go through the process of amending the bylaws. Even if their bylaws allow for a restructuring, many boards are reluctant to effect the change.

Their rationale tends toward one of the following:

  • Having operational committees report to the general manager would diminish their role and prestige in the club, making it harder to recruit members to serve on these committees.
  • Moving operational committees away from the board reduces the board’s ability to stay informed on operations.

Value and Attraction

It is difficult to refute outright that service on operations committees will be less valued and therefore add to the difficulty in attracting quality members. Yet our experience suggests that club members are more persuaded by the influence of a committee and the quality of its management than by the person or persons to which it reports. In that vein, the closer the committee is to the decision-maker, the greater its influence and sense of value. Accordingly, we believe that whatever loss of status presumed by having operations committees report to the general manager is more than offset by the linkage the committee enjoys with the person who is responsible for making the decisions it recommends.

Likewise, we can understand the perception that not having operations committees report to the board will cause board members to lose touch with these important functions. However, there is no reason the board cannot require reports from the general manager that contain metrics the board believes are necessary for it to monitor performance.

Additionally, having operations committees report to it may encourage the board to meddle rather than monitor. Too often, board meetings are burdened by committee reports that address matters that belong to the general manager—not the board. If the general manager’s handling of an operational area is in question, the board can always ask for input from the committee. But to bake committee reports into the board agenda not only consumes meeting time, it also invites the board to be inappropriately involved with operational matters. Moreover, it blurs the clarity of responsibility for operational performance. If boards are holding general managers responsible for operational performance, the general managers must be given the authority to carry out the duties and the authority to form committees that support the functions related to operations.

Clearing Hurdles

As mentioned, many clubs refer to governance models of successful businesses, such as adopting the COO model, which clearly separates the governance function of the board from the operational leadership of the general manager/COO. But too many of these clubs are unwilling to realign their committees to more accurately reflect the corporate model and more effectively connect their committees to the appropriate level. We don’t discount the years of tradition that resist such a change, but we recommend that clubs clear the hurdle of the status quo and place their committees where they will most efficiently serve.

This piece was authored for the National Club Association‘s Summer 2022 Issue of Club Governance. 

The Challenge of Club Governance: An Interview with Damon DiOrio, CEO, Desert Mountain Club

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Damon DiOrio, CCM, CCE has long been recognized as one of the top general managers in the private club industry, stemming from his 14 years leading the Charlotte Country Club and five years as CEO of the prestigious Desert Mountain Club in Scottsdale, Ariz. In a recent conference call with more than 100 university professors who teach hospitality, DiOrio was asked to identify the greatest current challenge in the club industry. He was quick to reply, “Club governance.” We wanted to know why. Here is what he told us.

Club Governance (CG): Damon, with all the other challenges facing clubs today—labor shortages, supply chain issues, inflationary food and fuel costs—why have you singled out governance as the greatest challenge?

Damon DiOrio (DD): To a large extent, it’s a matter of what we can control. While labor shortages and inflation present significant challenges, they are conditions beyond our control, and sophisticated club executives will implement tactical operational changes to successfully navigate through these issues. Establishing an effective governance model is a far greater challenge as many clubs have a history of poor governance, which can thwart an effective leader’s ability to effect positive change. My point, therefore, is to encourage club leaders to address a challenge within their control and work toward improving governance structures and policies that enable the club GM/CEO to effectively lead their operations.

CG: Why do you believe club leaders need encouragement?

DD: Mainly because developing an effective governance model requires challenging the status quo, which is based on decades of policies that are not best practices but have been institutionalized into a club’s culture. Changing entrenched club traditions is a systemic process that requires courage and strong leadership to challenge. While I generally appreciate the value of traditions in defining the brand of a club, when they stand in the way of good governance and positive results, they deserve to be reviewed and, in most cases, changed.

CG: For example?

DD: To start with, the election process. Choose board members on their merits and the skill sets needed to provide a well-rounded and diverse board. Then, use an uncontested process involving robust vetting by an independent, objective nominating committee. Too many clubs rely on contested elections that can result not only in reducing the candidate pool, but also in electing board members on their popularity, seniority or agenda.

CG: OK. Assume a club has put the right people on the board. Then what?

DD: Now you want the board to speak with one voice—in writing. It does that by developing policies, which are housed in a document we call the board policy manual (BPM). The BPM communicates how the board will carry out its fiduciary duties. It clarifies the role of the board, its members and officers, and the GM/CEO. It also describes the various club committees, their roles, and their proper alignment. Our board members are caring and successful professionals, but they are volunteers. Having solid policies in place provides stability and continuity.

CG: Speaking of committees, what advice do you have for club leaders on how to get the most of their committees?

DD: First, look at the functions where a committee can assist in proposing policies, advising leaders and bringing the benefit of multiple perspectives. There are generally two types of functions and therefore two types of committees: board committees like finance, audit and membership, and operations committees like golf, greens and grounds and house. The tradition among clubs is to have all committees report to the board, but having operating committees report to the board invites the board to micromanage functions to which it should hold the GM accountable.

CG: So do you have committees report to you as the GM/CEO?

DD: Absolutely. The house and golf and agronomy committee both report to me. We have seven golf courses at Desert Mountain and the golf and agronomy committee provides useful advice, player insights and the vision of the golf experience they desire to our key directors. For example, I recently asked the committee to help us define our outside tournament strategy, including a recommendation for a USGA Championship request. This type of strategic guidance is welcomed and appreciated.

CG: Golf is such an important part of the Desert Mountain community. Does your board worry about not having the golf & agronomy committee report to them?

DD: No. The board holds me accountable as the CEO for the condition of our golf courses and the quality of our golf program. It also gives me the authority and resources to get the job done. The golf & agronomy committee provides feedback and suggestions, and at the end of the day, it’s my responsibility to deliver the finest golf experience to our members.

CG: Is your title of CEO commonly given to general managers?

DD: No, but I highly recommend clubs consider it. Successful businesses are led by capable CEOs. They are not managed by committees or by boards of directors. Yet too many clubs hold on to governance models based more on traditions than operational efficiency. More than the title, a business mindset and model help shape expectations for all stakeholders and can help pave the way for a cultural shift. As a successful CEO you are expected to forge a safe, positive and healthy culture; engage state and local officials; be a philanthropic leader in the community; and protect the history and culture of your organization for decades to come.

CG: What would you say to someone who argues that running a club as a business will result in a more staid, impersonal culture rather than a more collegial community?

DD: I would say, “Come to Desert Mountain!” We see no conflict between a caring culture and an efficiently run operation. Just the opposite. We diligently promote a warm and welcoming culture, highlighted by personalized service and name recognition. Our people—members and our staff—are our top priority. But along with our commitment to community is our commitment to stewardship and that means using our authority wisely to govern effectively and to manage efficiently.

CG: Any final thoughts on the challenge of governing a private club?

DD: Only to remind club leaders that while they are forced to react to challenges like inflation and labor shortages, they can be proactive in addressing their governance model. There are plenty of good examples of clubs employing sound governance principles and practices. Search them out, adopt them and use them to develop a robust governance model, which will provide the tools to succeed in meeting all manner of challenges.

This interview was prepared for the National Club Association‘s Summer 2022 Issue of Club Governance. 

Leveraging Differences in the Boardroom

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GGA Partners Releases New Whitepaper on Private Club Governance as Part of Thought Leadership Series

‘Leveraging Differences in the Boardroom’ Now Available for Download

TORONTO, Ontario – International consulting firm GGA Partners has released Leveraging Differences in the Boardroom, the third in its new series of thought leadership whitepapers. This authoritative guide explores the benefits of clubs with diverse boards and suggests several steps to take when recruiting with diversity in mind.

Leveraging Differences in the Boardroom evaluates the consequences of unintentionally insular board composition and challenges the idea of “sameness” in the boardroom, which limits the ability of a board to effectively perform its duties and threatens a club’s health and longevity. The paper illustrates how multiple perspectives contribute to greater success in governance and argues for adjusting the profile of a club’s leadership to better serve members and prospects.

“We often see board members with similar professional, cultural, and ideological backgrounds and perspectives,” explained GGA Partner Henry DeLozier, one of several authors of the piece. “Boards that are neither representative of the membership nor reflective of their surrounding community risk losing the opportunity both to serve their current members and to attract new members.”

In addition, the whitepaper encourages that clubs intent on increasing diversity among their board take a holistic, multi-dimensional approach to its creation. “Forward-thinking boards understand that it is the breadth of perspective, not the mere inclusion of various diverse traits, that benefits the organization,” said DeLozier. “In addition to social diversity, professional and experiential diversity are also important in increasing the range of perspectives represented on the board.”

Board diversification is likely to be met with resistance from the status quo, which the paper aims to help club leaders overcome by providing tactics for building a diverse board, developing new board member criteria, and making a commitment to diversity.

In addition to governance, GGA Partners recently published new whitepapers on strategic planning and branding. The firm has announced that another in the series focused on innovation will be published through the third quarter of 2020.

Click here to download the whitepaper

 

About GGA Partners

GGA Partners™ is an international consulting firm and trusted advisor to many of the world’s most successful golf courses, private clubs, resorts, and residential communities. We are dedicated to helping owners, asset managers, club and community leaders, investors and real estate developers tackle challenges, achieve objectives, and maximize asset performance.

Established in 1992 as the KPMG Golf Industry Practice, our global team of experienced professionals leverage in-depth business intelligence and proprietary global data to deliver impactful strategic solutions and lasting success. For more information, please visit ggapartners.com.

Media Contact:

Bennett DeLozier
GGA Partners
602-614-2100
bennett.delozier@ggapartners.com

Crystal Ball Thoughts on the Shape of the Next Normal

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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, Henry DeLozier highlights GGA Partners’ crystal ball thoughts on what the post-crisis environment will look like for club and leisure businesses.

Gordon Gecko wasn’t the good guy in the Faustian tale Wall Street and, yet, the character played in the 1987 movie by Michael Douglas left behind some memorable advice, “The most valuable commodity I know of is information.”

In early April, GGA Partners gathered its team of trusted advisors and thought leaders for the express purpose of developing strategic tenets to guide GGA clients across the globe. Following are glimpses of impacts for private clubs and club leaders:

Expect Longevity

Murray Blair and Fred Laughlin, directors at GGA Partners, observe that the effects of the epidemic will be lasting and may be sortable now into certain phases:

Pre-Vaccine – Until a reliable vaccine is developed, tested, and made available for widespread usage, conditions for most clubs will change only slightly from current circumstances. Baseline operational methods will change significantly as partial- and full-closures are showing operators and members new – more attractive, in some cases – methods which satisfy members’ concerns for caution and dining at their clubs. Many clubs are finding that demand for dining options at the club is growing as so many previously competitive restaurants are closed.

Operating costs will vary widely. Housekeeping budgets will increase substantially as members want to experience highly obvious signs of the club’s emphasis on sanitary conditions, cleanliness, and personal safety for members and staff. Labor costs will vary widely based upon local supply/demand balance as many workers will be less mobile than before.

Post-Vaccine – After a vaccine has been found and put into use, members will renew their active usage of their clubs differently. Bennett DeLozier observed that club members who previously were nonchalant on matters of strategic planning at the club will demand that their club have a clearly stated and broadly understood game plan. Many members who are responding GGA attitudinal surveys observe that there was no expectation of a health pandemic and, yet, believe “The club should have had a disaster preparedness plan.” Strategic planning, which was previously an indicator of the best leadership in clubs, will be important to most private clubs more so in the future.

Continued & Reinvigorated Family-First Focus

Barb Ralph, one of GGA’s most tenured team members, opined that members will seek more family-oriented facilities, programs and services. The notion of “clanning”, first suggested by futurist Faith Popcorn in her 1996 book, Clicking: 7 Trends That Drive Your Business–And Your Life, documents Barb’s thinking on the importance that causes many to want to keep those dear to them in a safe haven – like their club.

A New Normal

Linda Dillenbeck, a director for the GGA Partners Club Communications Practice, looks beyond the pandemic to underscore the critical importance of effective and trusted member communications from the club to its stakeholders: members – their families and friends, employees, neighbors, suppliers, and vendors.

Linda suggests that in a time when new standards are being established, the necessity of effective communications from clubs to their members will be a difference-maker to the clubs’ future economic durability. “Club’s with a proactive communications approach will be at a distinct advantage throughout and after the coronavirus epidemic,” according to Dillenbeck.

Shifting Operational Needs

Speaking from the perspective of the millennial generation, Alison Corner, Ben Hopkinson, Andrew Johnson, Mingye Li, and Andrew Milne agree that clubs will change significantly and – in some ways – toward operational needs and priorities previously reported through GGA Partners’ millennial research installments.

To summarize the ideas from these brilliant young minds, clubs will shift dramatically into (a) high-gear focused on membership recruitment and retention; (b) new activities, like musical events and performance art; and (c) new membership types, categories, rights, and privileges.

Martin Tzankov, a GGA manager, expects the new normal to bring a focus to financial durability to clubs. Martin notes the importance for club leaders to mind the strategic priority of balance sheet management and the financial health of their clubs.

Many club leaders forget the four cornerstones of board service: leadership, governance, strategy, and finance. Looking ahead, the clubs that perform best after the coronavirus pandemic will be those holding the best information. Perhaps Gecko was right.

Being Flexible for the Future

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“Forecasting is very difficult,
especially with regard to the future.”
Yogi Berra?

Preparing for the Future

Even if the late Yogi Berra didn’t utter this statement, it’s an easy attribution. Like so many of Yogi’s statements, it tucks a truth inside a pithy, if nonsensical saying. We can speculate on the future, guess at trends, or engage a soothsayer, but we can never be certain of our forecast.

Yet as club leaders we are called upon to plan, invest, and adapt. Despite our inability to predict the future, we know the risks of sticking to the status quo. So how do we prepare for the new law, the gathering trend, the abrupt change in the economy, or other externalities – especially those that are unforeseen?

There are two issues relating to a club’s preparations for the future: recognizing the need to change, and taking the appropriate action

A club is best prepared to recognize the need to change by developing a well-constructed strategic plan and maintaining it as a dynamic document (i.e. revising it as new information becomes available). The more considered and current the strategic plan, the better prepared the club will be to respond to evolving conditions.

Next, in order to take the appropriate action, the club needs a Board that is three things: thoughtful, decisive, and nimble.

Thoughtfulness and decisiveness are features of the Board’s character and competence, and are best achieved by sound election processes to recruit Board members based on their merits (i.e. their ability to serve professionally in a culture of cooperation and respect).

Nimbleness, on the other hand, has to do with the flexibility afforded the Board via the club’s governing documents – its bylaws and Board policies. The Board’s agility is based less on the quality of its members than on its documented processes.

When the Future Arrives

Good doctors do two things well: make accurate diagnoses, and prescribe effective treatments. Similarly, effective club Boards do two things well: assess the impact of new laws, growing trends or shifting styles, and then take the action appropriate to address the impact.

So, what can a Board do in the present that will equip it to respond to the future when it arrives?

For years we at Global Golf Advisors have strongly recommended that club Boards develop and maintain a Board Policies Manual (BPM), which contains all of the Board’s standing policies in a succinct, well-organized document. We also recommend that bylaws be amended to afford flexibility for the Board to carry out its fiduciary responsibilities in a professional, transparent manner. The two actions must go hand in hand.

A club’s bylaws are actually “member policies” – instructions from the members to the Board. Members will be reluctant to cede authority to the Board without knowing how that authority will be used, and that’s where the BPM comes in. If the bylaws instruct the Board to maintain a publicly available BPM that clearly lays out how it will govern, then the members can be well informed as to how their Board is serving them.

Our advice is simple: include in the bylaws only the basic requirements, and let the Board formulate and publish in a BPM those policies it believes will allow it to govern effectively. Why? Because when the future arrives – say, a new law is passed, a new trend is affecting the club, or new amenities are being demanded by the members – a Board needs the flexibility of responding without having to go back to the members for a vote.

Of course, there are limits to ceding authority from the bylaws to the BPM. We are not advocating a carte blanche transfer. But in our experience, most club bylaws can be streamlined so they contain only the basics, thereby leaving plenty of room within which the Board can operate. The BPM is the centerpiece to the Club Governance Model*, which is the standard for excellence among the club community. There are many reasons for a club Board to develop and maintain a BPM. Preparing for the arrival of the future is just one of them.

For further advice on creating and maintaining a Board Policy Manual (BPM) for your Club, connect with GGA Director, Fred Laughlin.

*GGA’s Guide to Implementing the Club Governance Model is available to club leaders and Board members on request.

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