When our children were young, they had an endless stream of questions, often beginning with the words “how” and “why.” One day, we bought them a book entitled, “How Things Work.” It was a hit with its basic diagrams and simple explanations, and it greatly reduced the flow of “how” and “why” questions. As simplistic as it sounds, we recommend that club leaders provide their members with a basic understanding of how things work at their club—how it is governed and how it operates. We often hear from members via surveys about what they view as a lack of communication, transparency and trust with their board of directors. Although regaining member trust is a multifaceted exercise, the first step in addressing adverse perceptions of club leadership is a primer that serves as the club’s version of the book “How Things Work.”
This article offers a sample approach to providing members of “Model Country Club” with a basic understanding of how their club works. These concepts and their supporting documents should be part of a new member orientation portfolio. We trust that clubs can customize the sample message to meet their configuration and culture, so their new members understand the governance structure of the club and the expected roles of each of the key players in the structure.
Welcome to Model Country Club (MCC). For you to get the most out of your club membership, it’s important that you understand how the club works, i.e., the basic structure and governance of MCC and the roles of the key players, namely the:
- Board of Directors (often called Board of Trustees or Board of Governors. In the case of MCC, it’s the Board of Directors.)
- General Manager (GM) and staff
Structure and Governance
MCC has three layers of structural authority and responsibility:
- Members: As a member, you own the club and enjoy access to the full array of services, facilities and amenities it offers (not all private clubs are member-owned. For this sample message, MCC is a member-owned club). Your predecessors established MCC in the 1921 Articles of Incorporation. Members establish the framework of club governance in the Bylaws, which were last amended in 2017. Annually, members choose who will lead and guide the club by electing representatives to the Board of Directors (Board).
- Board of Directors: The members elected to the 10-member Board become the club’s “governors.” The Board is given authority in the member-approved bylaws and is charged with fulfilling and sustaining the club’s mission through fiduciary and strategic oversight of the club.
- General Manager: The Board delegates authority to manage operations to our GM, the Board’s “one employee.” The Board establishes the mission and strategic direction for the club and relies on the GM to align operations with the strategic plan to accomplish the mission.
- Committees: Our committees advise the:
- Board on Board-related functions like finance, long-range planning, membership and governance.
- GM on operational matters such as golf, greens, house and fitness.
Role of Key Players
Members: As owners, members have the authority to amend the bylaws and therefore formulate the policies within which the Board must operate. However, that authority is operative only during the annual meeting or specially called meetings. At all other times, although members are encouraged to offer feedback or suggestions, they act as customers expressing their opinion, not exercising authority.
Board Members: With the delegation given in the bylaws, Board members have the authority to formulate policies within which the GM and staff must operate. However, that authority is operative only during properly called board meetings. At all other times, although board members may make suggestions to the GM and staff, they are acting like club members expressing their opinion, not exercising authority.
General Manager: Using the authority delegated by the Board, the GM is responsible for club operations within written Board policies. The GM and staff are encouraged to solicit feedback from club members and respond in a timely and substantive way. However, they are not obligated to act on a suggestion if they don’t believe it is in the club’s best interest.
Committees: Committees serve the Board by providing advice and proposing policies on Board-level functions. Operations committees support the GM and staff by providing advice and proposing policies on operations-level functions.
Going Back to Basics
The governance structure at MCC is straightforward and designed to operate efficiently and effectively as well as to engender the culture as a family-centric community. Each of the key players in the structure must understand their roles—in terms of both their authority and the limitations on their authority. We seek a community where members, leaders, and staff personnel are respected, and where each of them is trusted to carry out his/her role in the structure with integrity and quality.
This piece was published in the National Club Association‘s Summer 2023 Issue of Club Governance.