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Club Governance

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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  1. Club Governance Gary Hamilton, J.D. Professor The Collins College of Hospitality Management Cal Poly Pomona

  2. 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

  3. Club Organization Board Information • BOD/Committee Rosters • Meeting Dates • Expected Commitments • Sample Agenda • Board Orientation and Retreats

  4. Club Organization Organizational Chart • Elected and Voluntary Leadership • Staff Organizational Chart • Sample Org Chart

  5. 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

  6. Club Governance: Contracts • Employee • Vendor • Services • Employee manuals • Others

  7. Club Governance: Additional Considerations Decision Making • Common Law • Statutory provisions • Affirmative Duties • Breach • Indemnification • Ultra Vires

  8. GM as COO • Planning • Organizing • Staffing • Directing and Leading • Controlling

  9. GM as COO • Ex Officio member of Board and Committees • Counsel / advisory • providing expertise and judgment • consultant role • Staff Identified as “Note taker”

  10. Board Responsibilities • Policies • Governance • Financial Oversight • Voting on New Members

  11. Board Responsibilities • Member Discipline • Affirm Mission & Vision • Orientation • Communication

  12. Board Responsibilities • Expectations • Member • Board • General Manager

  13. Board Responsibilities Establishing and Enforcing Rules of Conduct and Behavior

  14. Board Responsibilities Executive Committee • Handles “sensitive” issues • Monitors full board • Assess GM’s performance • Prioritizes Issues • Facilitates Board Productivity

  15. Board Responsibilities • Objectives • SOP’s • Administration • Committee Organization & Review • Delegation Authority • Specialty Consultants

  16. 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

  17. 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

  18. Board Responsibilities • Membership Voice • Financial Oversight & Audit

  19. Board Duties and Responsibilities • The Duty of Care / Due Diligence • The Duty of Good Faith / Loyalty • The Duty of Compliance

  20. Board Characteristics What are the Salient / Desirable Characteristics of a Board? Empty exercise? Luck of the draw? Farm Team Strategy? A Structured Event?

  21. Board Selection:Some Considerations • Formal Process for Identifying Candidates • Nominating Committee Review • Avoiding ‘Competitive’ Elections

  22. Board Selection:Some Considerations • Contested Election Procedures • Open Slate Slot • Nomination by Petition • Experience & Diversity • Electing Board Officers

  23. Board Conduct Establishing a Code of Conduct

  24. Board Ethics Fiduciary Duties Identified Code of Ethics Consent Form Confidentiality Agreement (for proprietary financials)

  25. External Regulations • Federal law • IRS implications • State law • City ordinances • Real Estate/Trust implications

  26. Club Organization:SOP’s • History of Board Actions: 5 year timeframe • Club Impact • Date Adopted • Policy • History

  27. Club Organization:SOP’s • Current Policies • Governance/By Laws • Membership • Finance • Operations

  28. Board Budget Functions • Budget Philosophy • initiation fees • member dues • special assessments • Annual Budget Process • Operational Forecast by Department

  29. Capital Budgeting • Defined: Dollar Limitation • Project Proposals • Priority Assessment Process • Timing

  30. Capital Budgeting • Recommendations • Budget Approval • Contingency funds established • Authorization

  31. Finance & Budgeting • Annual Audit Process • Audit Letters • Credibility enhancers

  32. Capital Budgeting • Project Category • Repair & Replacement from Capital Dues • Member Services Enhancement from Initiation Fees

  33. Status of Technology • Capital Investment Summary • Technology Plan

  34. Human Resources • HR Policies and Procedures • Staff • hiring • assignment • termination • grievances • performance evaluations • salary determinations

  35. Human Resources • HR Policies and Procedures • Benefits • Health Care • Retirement Matching • Perks for Seasonal Associates • Employee Manual

  36. Human Resources:Management Control • Key components/considerations • Report directly to GM • Accountability • Are you in charge? (see next slide!)

  37. Human Resources • Supervisory Responsibility • Tennis Pro • Golf Pro • Course Superintendent • Controller • Maintenance

  38. By Laws • Current By Laws • History of Board Actions • Review Cycle • New Legal Developments & Exposure • Legislative Updates

  39. Insurance Coverage • Insurance Summaries • Coverage • Deductibles • Exemptions • Cost • Advisory letters from Carrier

  40. Legal & Legislative • Confidentiality • Litigation • Internal Conflict • Ramifications and Recourse

  41. General Club Dynamics • Activities Calendar • Hours of Operation • Club History • Newsletter • Web site Information • Menu Overview / Access • Banquet Services

  42. Membership • Membership totals by class and variances • Detailed demographics

  43. Membership • Membership Applications and Procedures • Fees • Sponsorship • Membership classes • Payment programs

  44. Membership • Membership trend analysis • Competitive fee analysis • Regional trends • Membership Satisfaction Surveys and Results • Value and Services Assessment • Membership Roster

  45. Strategic Planning • Executive Summary of Member Survey • Current Strategic Plan • Facilities Report • Schedule of Assets • Depreciation Schedules • Capital Investment Strategies

  46. 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.

  47. Board(and Committee)Orientation What can it do for you? - It can help secure the future of the club.

  48. 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

  49. 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

  50. Board(and Committee)Orientation D. Role of Board President or Committee Chair E. Role of Board or Committee Members F. Role of GM / COO

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