Governance

Are Committees Still Necessary?

Historically, club committees have provided valuable member feedback and helped execute board initiatives. However, as club governance evolves, their role—and necessity—deserves closer examination.

According to Tom Wallace and Kurt Kuebler of Kopplin, Kuebler and Wallace, committees still serve a purpose but their effectiveness hinges on careful management and strategic alignment. “There are certain committees that add value to the club. They include membership, finance, strategic planning, leadership development (formerly known as the nominating committee) and employer of choice committees,” explained Tom Wallace. “Any committee that has a highly paid and experienced professional who oversees that department doesn’t benefit from people getting together once a month to tell them how to do their jobs.”

One of the main drawbacks of committees is the significant amount of time they require of managers—time which would be better spent operating the club. This is why committee meetings should be the most efficient and well-run meetings at the club. “Committees should be training for the board by modeling efficient and effective meetings, professional etiquette and collaboration, so committee members develop good habits if and when they join the board,” said Kurt Kuebler.

The leadership development committee plays a critical role in selecting the right individuals for committee participation. Once appointed, mandatory orientations should take place to ensure committee members understand their role and how they fit in the club governance structure. Each committee should have a well-defined charter, clear master goals and organized/productive meetings. Accountability is also essential as committees must be responsible for achieving their objectives rather than simply existing due to tradition.

According to Kuebler and Wallace who visit hundreds of clubs annually, the most successful clubs operate with selective committees, prioritize club-wide feedback through surveys rather than relying on a small group of members, and empower department heads with autonomy. These clubs also have term limits for committee members to ensure a steady flow of fresh perspectives and volunteer engagement.

In today’s private clubs, committees should be strategic, well-managed and limited to areas where they provide real value. The strongest clubs balance governance with professional autonomy, ensuring leadership can focus on what they do best—delivering an exceptional member experience.

NotableApril 2025

Are Committees Still Necessary?2025-04-03T22:29:05+00:00

Governance Insight – Board Responsibilities & Onboarding

Governance-Insight-Board-Responsibilities-&-Onboarding

In the world of private clubs, success is less dependent on better facilities or premier locations, but more on the unseen architecture of governance that underpins everything members do and perceive. Yet all too often, this critical foundation gets little attention, leading to confusion, inefficiency, and perhaps even serious organisational problems.

The Critical Importance of Defined Board Responsibilities
If board directors are informed about and accountable for their position roles, the entire organisation benefits from clearer decision-making pathways and more efficient working. Lack of clarity over roles creates not just confusion in workings but also potential legal exposures, particularly to fiduciary responsibilities.

Board directors must properly understand their three simple obligations:

  • Duty of Care – Take reasonable care and diligence in decision-making
  • Duty of Loyalty – Act in the best interests of the club and not personal ones
  • Duty of Obedience – Ensure the club operates under its governing documents and applicable laws

Without this, governance can be a case of having too many cooks spoil the same stew when other meals remain uneaten.

Creating a Comprehensive Responsibilities Matrix
The most successful clubs develop a thorough responsibilities matrix that clearly details level of involvement across key areas/departments for the board, committees, and the management team. This prevents the too-common occurrence of micromanaging managers or board members being unnecessarily drawn into operational detail.

Sample Matrix

This outlined delegation creates clear accountability and precludes over-enthusiastic board members from unwittingly diminishing management’s authority.

Strategic Board Recruitment: Leadership Development Committee
The age of board recruitment on the basis of popularity or length of membership must now pass.  High-performing clubs are implementing a leadership development committee comprised of informed, active, and independent members working year-round to cultivate future leaders. The committee monitors existing committee members to determine whether they are positively contributing to continued committee and/or board service. Leadership development committees can also engage in the new member orientation process to ensure there is mutual transparency, understanding, and buy-in of their intentions from day one of membership.

Developing Meaningful KPIs for Board Performance
What is measured normally improves. Having clear Key Performance Indicators for the board that are directly tied to the club’s Master Goals puts accountability in place and inspires effort on truly strategic priorities. Effective board KPIs may include:

  • Participation and attendance levels
  • Financial management
  • Advancement toward strategic or capital plan milestones
  • Policy review and refresh completions
  • Member satisfaction
  • Membership management
  • Employee satisfaction
  • Human capital management

Regular review of these metrics keeps the board focused on its governance responsibilities and not sidetracked by operational concerns best addressed by management.

Annual Comprehensive Board Member Onboarding
Nothing detracts from board effectiveness more fully than inadequate onboarding. Newly elected directors with limited contextual knowledge of the club’s governance strategy, financial position, and strategic direction cannot serve at their best, regardless of their individual talent. A successful comprehensive onboarding program should include:

  • Mandatory attendance
  • Overview of club mission and vision
  • Responsibility matrix
  • Club rules and bylaws
  • Job descriptions
  • Committee charters
  • Board policy manual
  • Strategic plan and historical goals and direction
  • Budget and finances
  • Organisational chart/staff introductions
  • Club tour (front and back of house)
  • Goal setting
  • Meeting agendas
  • Board self-assessment

Mandatory Governance Documentation
Good governance involves thorough documentation. All board members must receive and familiarise themselves with:

  • Contact information for all board and committee members
  • Calendar of annual meetings with expectations clearly spelled out
  • Committee structure and mandate
  • Organisational chart for the management team
  • Detailed job descriptions for all key staff roles
  • Complete financial records consisting of:
    • Year-end reports
    • Operating budgets
    • Approved capital expenditures
    • Current strategic plan
    • Formal plan amendment review process

Maintaining Confidentiality and Facilitating Board Decisions
Private clubs are responsible for handling sensitive information ranging from membership forms to finances. Board members must be informed of their position in maintaining absolute confidentiality towards decisions and deliberation.

Maybe equally important is the principle of united support for board decisions. Even though compelling arguments should be presented during debate, once there is a decision, all the directors must support it publicly regardless of their personal stand during debate.

Dedication to the Board platform maintains member confidence in management and prevents factional divisions that can ruin club harmony.

Ultimately, members join private clubs for exceptional experiences, but it’s effective governance that ensures a club can consistently deliver those experiences year after year. By investing in governance excellence today, clubs secure their ability to thrive tomorrow.

Michael Herd is an International Consultant and Search Executive with KOPPLIN KUEBLER & WALLACE, a consulting firm providing executive search, strategic planning and data analysis services to the private club and hospitality industries. Michael can be reached at +44 (0) 7903 035312 and at michael@kkandw.com.

Governance Insight – Board Responsibilities & Onboarding2025-03-02T16:14:27+00:00

Executive Sessions: Proceed With Caution

Executive-Sessions-Proceed-With-Caution

Executive sessions are an element in board governance, but they should be used sparingly and with caution. Tom Wallace, partner with KOPPLIN, KUEBLER & WALLACE explains, “Executive sessions allow directors to discuss sensitive matters in a confidential setting but doing so regularly or without clear purpose can undermine governance and sabotage organizational success.”

Wallace cites the following as key considerations for executive sessions:

  1. Preserve Trust and Transparency: Excluding the GM/COO risks damaging trust, creating an environment of suspicion and straining board-management relationships.
  2. Ensure Informed Decision-Making: The GM/COO’s operational insights and experience are critical for well-rounded discussions. Decisions made without their input can lead to suboptimal outcomes with negative ramifications.
  3. Maintain the GM/COO’s Authority: Regular exclusion signals a lack of confidence in the GM/COO, potentially weakening leadership credibility within the organization.
  4. Avoid Board-Management Divides: A partnership between the board and management is essential. Isolating the board risks decisions being made that are misaligned with operational realities that only the GM/COO understands.
  5. Mitigate Groupthink: The GM/COO’s diverse perspective helps reduce the risk of board members reinforcing each other’s views and unchecked thinking.
  6. Clarify Accountability: While it is appropriate to exclude the GM/COO during his or her performance evaluation discussion, broader exclusions can blur accountability, leading to unclear expectations and reduced effectiveness.

When it comes to executive sessions, Wallace recommends using them minimally and purposefully. Only convene executive sessions when necessary, with a clear purpose and rationale. A best practice is to communicate the intention of the executive session to ensure the GM/COO is aware of its occurrence and the reasoning behind it.

“Boards that balance confidentiality with inclusivity will better navigate challenges and achieve strategic goals,” Wallace concluded.

NotableFebruary 2025

Executive Sessions: Proceed With Caution2025-02-07T02:28:12+00:00

Behavior: How to Change It for The Better

Behavior-How-to-Change-It-for-The-Better

Since we were children, we have tried to change the behavior of others. As general managers and leaders of clubs, that effort continues unabated today. Now our aim is to improve the performance of staff, members, ourselves and our boards.

With such a constant stream of effort, you would think we would be experts on behavior and how to change it for the better. That does not seem to be the case, as evidenced by the plethora of business books and articles, like this one, that seek to provide new ways of looking at this age-old problem.

Several years ago, I called a psychologist friend of mine seeking the solution. His answer was that to change behavior, there are antecedents and consequences.

While consequences are the most effective part of that equation, the antecedents are where we are “experts” and tend to stop in the process. It is the source of the statement, “I told you so.” If everything that’s done to tell, describe, coerce, and instruct was truly the solution, what a wonderful place this business world would be. But while it is a necessary part of the action, it is only half of the solution.

Take the performance of boards, for example. Governance is the most talked-about subject in the club world today and certainly of significant primary importance to GMs and the well-being of the club.

Consider conducting a board self-assessment with the base of measurement being the board policy manual that specifically details the required duties of serving on the board. A thorough assessment exercise involves directors assessing the performance of each of their fellow directors against specific board performance standards.

This is a best practice and one needing consequences to improve performance. Here’s just a partial list of consequential actions that can be taken to change board behavior:

  1. Each director receives a confidential summary of their performance as assessed by their fellow directors. Confidentiality is the only way to ensure that everyone shares honest opinions without a filter or fear of being criticized.
  2. The entire board receives the aggregate results of assessed performance.
  3. The board openly discusses the results, identifying what the board should do, what the board should not do, and what the board should stop doing.
  4. Create an action plan. Enter the plan in the minutes.
  5. Periodically, measure performance against the plan.
  6. To complete the performance loop, inform the nominating committee of the criteria essential for a director to be effective.

This is a continuous process that improves performance and raises the standards of board service. For this and all areas of club management today, “antecedents and consequences” is the formula to keep top-of-mind for changing behavior for the better.

Club Trends – November/December 2024

J.G. Ted Gillary, CCM, CCE, ECM, CMAA Fellow, Coach, Search & Consulting Executive, KOPPLIN KUEBLER & WALLACE. He can be reached via email: ted@kkandw.com.

Behavior: How to Change It for The Better2025-02-05T20:56:14+00:00

Eureka! I Found It!

Eureka-I-Found-It-The-Secret-to-Being-a-Great-Board-Member

After working with hundreds of private clubs and thousands of club board members over the past 50 years, I am confident I have discovered the secret to being a great board member.

Club members who agree to dedicate hours of their time to private club board duty come in all shapes and sizes. They have all types of career experiences and range in age from the X, Y or Z generations, to the Baby Boomers, to the maturing retirees. Their political and religious beliefs can differ as much as their personal and family use of the private club experience.

Board members will display varying degrees of dedication, passion and commitment as they tackle their roles. Some will lead their assigned committees effectively and others will assume more passive roles.

One trait will set great private club board members apart from “those who also served.” It may not be evident at first and may take careful observation, but if you look closely, you will find a few of these superstars in every private club boardroom.

What is the distinguishing characteristic that sets these club leaders apart? Which trait do the most successful board members possess? Why have these superstars gained the respect of the rest of the board and most members?

The secret that great board members have discovered is the ability to ask the right questions. Not the most questions but the right questions. They have learned to communicate effectively not by dominating the conversation but by asking key questions.

One of those questions might be: “What kind of orientation process will the general manager provide as I begin my duties as a new board member?” The most effective board members have experienced a thorough orientation that gives them the framework to make informed, rational decisions. This orientation includes a complete physical review of club assets and an introduction to department managers.

Another question: “Are the roles and responsibilities of the board members, the general manager and the department managers defined in writing?” Model clubs have clearly outlined the role of board members in club governance and the role of the general manager and department managers in the day-to-day management of the club. This practice discourages “coloring outside of the lines,” which can happen without written guidelines.

A frequently asked question: “Has the club engaged in a strategic planning process, and do we have a written report that is updated on a yearly basis?” The most progressive and successful private clubs have developed a strategic plan that provides a template for ongoing success. Clubs that are not engaged in this process may find that they will be transitioning in the future to semi-private status or become good candidates for takeover by a management company.

An important question often asked: “How can we as board members effectively support the general manager/chief operating officer model of club management?” The best-managed and best-governed clubs have embraced this management concept because many club board members can relate to how effective this model is or how effective it has been during their business careers.

Another frequently asked question: “How can we as board members demonstrate a ‘unity of purpose’ once we have made a decision?” It doesn’t matter whether an issue has been decided unanimously or by a close vote. What matters is that once board members leave the boardroom, they support the decision and leave the details of their discussions in the boardroom.

Outstanding board members will ask many other questions during their tenure, but those five are certainly common in club boardrooms.

The secret to being a great board member is not how much you have to say but how good your questions are.

This much I know for sure.

THE BOARDROOM MAGAZINE – November/December 2024

“This Much I Know for Sure” is a regular feature in BoardRoom magazine beginning Fall 2022. Dick will share some of his reflections based on his 50-plus years of working in the private club business.

Eureka! I Found It!2025-01-22T21:48:38+00:00

Mentorize Your Club Board

Mentorize Your Club Board

I have observed that truly successful private club general managers/chief operating officers have developed the skill of tapping into the rich resource they have sitting at their board tables: each board member’s expertise.

Too often club general managers overlook this resource, yet their board members are some of the most successful businesspeople in their community and maybe even the country. Why not tap into this rich reservoir of business expertise and talent?

Private club board members have volunteered their time and most of them would be honored if asked to contribute their knowledge-based experience for a better-governed club. Here are three strategies you can use at your club to benefit from this incredible resource.

First, your preparation for the new board member orientation is the perfect time to gather the information you will need regarding the talent each new board member possesses. I suggest a biographical data sheet similar to what was probably presented to the club shareholders when they elected the board members. You will want to expand this format, however, to include specific information outlining the accomplishments and expertise of each new board member.

Ask them to share some of their career highlights and most noted achievements. Make sure you have received approval of the draft version from your respective board members before publishing any of their biographical data. Explain to them that you will probably be calling on them to share some of their business knowledge as you manage the club, and it would help you to know as much about their careers as they are willing to discuss.

I am always pleasantly surprised at the eagerness of successful people to open up and share their stories. This information can be instructive for the general manager/chief operating officer, and many fundamental business success stories can be replicated and adapted to the private club environment. Some of the “best practices” I have seen model club general managers engage in often result from tapping into the business experiences of their board members.

The second strategy is to use the annual board retreat to develop the “experience model.” Have the retreat facilitator go around the table and ask each board member how many years of experience they have in their respective careers. With a typical nine-person board, this number can range from 250 to 350 years and higher. The facilitator will write that number on the flip chart and discuss the significance of the cumulative total.

Frequently, board members are surprised at the years of experience and the “collective wisdom” that sits around the board table every month. Once this resource is acknowledged, club issues and problems often don’t loom as large or seem daunting. There is a sense of confidence that no matter what issues might arise in a typical club environment, this governing body has hundreds of years of experience resolving problems.

The third strategy is “the office visit.” During my early years as a club manager, I was having difficulty with a particular board member. No matter what I did he responded negatively or, even worse, indifferently. And then I called him and made an appointment to visit him at his office. The ruse I used was that I wanted to discuss a couple of issues regarding the committee he was chairing, but I preferred to meet with him away from the club.

I found him cordial, and we covered the club committee issues within minutes. However, sitting in his office, I noticed a Notre Dame diploma on his wall. My brother-in-law graduated from Notre Dame and this provided the perfect “ice-breaker” as we chatted about their storied football program.

He then gave me a tour of his manufacturing facility, introducing me to every employee we encountered, and then suggested we have lunch at a nearby restaurant. From that day on our relationship changed. The dynamic shifted in a very positive manner; I don’t know why, it just did.

The office visit can be one of the most powerful strategies for a general manager to develop trust with board members. The management/governance dynamic will change positively and the club will benefit.

Mentorize your board members by engaging the above three strategies and your role as general manager will take a dramatic turn for the better. By tapping into the best business practices of your current board members, you will be viewed as a wise and resourceful general manager/chief operating officer who successfully adopts the expertise readily available at the board table.

THE BOARDROOM MAGAZINESeptember/October 2024

“This Much I Know for Sure” is a regular feature in BoardRoom magazine beginning Fall 2022. Dick will share some of his reflections based on his 50-plus years of working in the private club business.

Mentorize Your Club Board2024-11-05T16:20:37+00:00
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