April 2025

What’s Hot

The Golden Period: Mastering Governance in Booming Private Clubs

We’re seeing tremendous organizational growth and development in private clubs, many are thriving with robust finances and expanded membership lists. However, this golden period can inadvertently lead to a sense of overconfidence among stakeholders such as board members, committees, and management, potentially leading them to overstep their roles.

The Importance of Clear Governance

Clear governance is crucial in maintaining a harmonious and well-structured environment within private clubs. It ensures that board members, committees, and management work cohesively toward the club’s betterment. Consider these four pivotal strategies for establishing clear roles and expectations, ensuring all stakeholders work cohesively for the betterment of the club.

Strategy 1: Develop a Comprehensive Governance Packet
Develop a comprehensive governance packet for board members, detailing their roles, commitments, responsibilities, conflict of interest policies, confidentiality agreements, and more. Mandate an annual review of these documents as part of the board orientation process.

Strategy 2: Define Committee Charters
Ensure committees operate under a well-defined charter that outlines their goals and objectives, aligning seamlessly with the club’s strategic vision.

Strategy 3: Utilize a Role Matrix
Utilize a role matrix as a visual guide to clarify the distinct responsibilities of the board, each committee, and the management team. There are a variety of these types of tools that can be effective depending on your governance structure.

Strategy 4: Implement Transparent Selection Processes
Implement a transparent and objective process for nominating and selecting new stakeholders. Define specific qualifications and expectations for all open positions to align new members with the club’s ethos from the onset.

In a period of growth and success, effective governance is the cornerstone of sustained prosperity in private clubs. By adopting these strategies, clubs can ensure a well-organized, transparent, and efficient governance structure that supports their vision and goals.

If uniting your leadership team or establishing a governance framework seems daunting, consider reaching out for a complimentary consultation. Engaging with an impartial third-party facilitator can streamline the process, ensuring unbiased participation and a level playing field.

Insights by Ryan Doerr, President & CEO of Strategic Club Solutions. Ready to enhance your club’s governance? Contact SCS today for a complimentary consultation and start your journey toward effective leadership and management.

Insights

Common Shortcomings of Club Bylaws

The practice of sound governance is the most important factor contributing to the success of a club, and the club’s bylaws are the foundation of its governance. They are the members’ instructions establishing boundaries for the board. They must balance the protection of the club, its assets, and stakeholders with the flexibility the board needs to make decisions in an ever-changing landscape. Having read hundreds of bylaws in the more than 25 years I have spent helping clubs with their governance, I have found that some bylaws do this well and some don’t.

Club bylaws vary greatly, from fewer than 2,000 words to more than 9,000. They might describe a nineteenth-century nascent governance system highly dependent upon member volunteers for operational functions or a contemporary system mostly consistent with leading practices. Despite the differences, some shortcomings are common in bylaws that have not undergone rigorous evaluation and update.

Club bylaws are often difficult to read. They can be overly complex, full of legal jargon, too wordy, poorly organized, and challenging to navigate. They are an essential tool and must be written in a style and using language readily recognizable and understood by the typical member.

They often contain contradictions within themselves or might contradict the articles of incorporation, current laws, or the club’s current culture and values. Most commonly, they contradict the club’s actual practices.

Bylaws often establish policies that should be the Board's purview. The bylaws should delegate authority to the Board within limitations and enable the board to delegate as it sees fit to the GM/COO, officers, and committees. The Board can establish and record these policies in the Board policy manual, allowing it to alter them as needed.

It is also common for the bylaws to be silent or too limiting regarding the members’ authority. Members are the owners and should have the right to vote electronically (to simplify and broaden participation) and submit petitions to call a special meeting, propose alternative candidates, add items to a scheduled membership meeting agenda, propose bylaws amendments, and remove one or more directors. The petition process should be rigorous enough that the noisy minority can’t hijack the club’s decision-making, but easy enough for the membership to impact decisions the majority feels are not in the club’s best interest.

These shortcomings often cause club boards to feel the bylaws are an irritant to be worked around or ignored. However, they are legally enforceable, and boards that don’t comply may find themselves in court, defending a position contrary to the bylaws.

One of the Board’s primary responsibilities is establishing and maintaining a highly effective governance system. The Board can start by determining whether the bylaws carry these shortcomings and rewriting them to reflect the industry’s leading practices.

Insights by John Kinner, CCM

External Influences

PAR Act to Modernize Tax Code for Golf and Country Clubs Reintroduced

HR 1583, the Parity for Athletic Recreation (PAR) Act, has been reintroduced in the US House of Representatives. This legislation would amend the language (§ 144(c)(6)(B) of the Internal Revenue Code) that disqualifies “any private or commercial golf course, country club” from access to various forms of disaster relief and economic stimulus programs that are available to other hospitality businesses, such as restaurants, hotels, and attractions.

First introduced in the 118th session of Congress in May 2023, it would address an issue that first galvanized the club and golf industry back in 2005. Following the devastation of Hurricane Katrina, golf and country clubs were excluded from the ability to access disaster relief funds. In following years, this exclusionary language was repeated in other disaster relief and opportunity zone legislation, continuing to exclude the industry from necessary funds.

It was this issue that helped to spur the creation of We Are Golf (now known as the American Golf Industry Coalition) in 2006. The Coalition initially brought together CMAA, the Golf Course Superintendents Association of America, the PGA of America, and the National Golf Course Owners Association, and today represents a broader coalition of golf organizations. Together, they sought to collaboratively advocate for the industry.

Advocating for the passage of this legislation will be a priority for advocates at the upcoming 2025 National Golf Day. Efforts in the 118th Congress were significant with bi-partisan support from 11 co-sponsors.