Board governance in the private club industry is uniquely challenging. If you’ve heard me speak at your club or another board meeting, you’ve probably heard me say that serving on a private club board is, in many ways, more difficult than serving on the board of another nonprofit, a private company, or even a public company.
Why? Like every board, club directors have fiduciary duties. They must prepare for meetings, ask thoughtful questions, make informed decisions, and act in the best interests of the club.
But here’s the difference: when directors of most companies adjourn a meeting, they go home. At a private club, the meeting ends, but board life doesn’t. You head to the tavern for a drink, the dining room for dinner, or the golf course for a round. You’re surrounded by friends, neighbors, and fellow members — all of whom have opinions about the decisions you just made (and many are happy to share their better ideas).
This dynamic makes club governance different. The lines between director and member can easily blur, and balancing fiduciary responsibility with personal relationships requires judgment, discipline, and a clear understanding of the board’s role.
So, what separates an effective club board from one that simply goes through the motions? It’s not intelligence. It’s not business success. And it’s certainly not tenure.
The most effective boards share a common understanding of why the board exists, what directors are responsible for, and how they partner with management to govern, not manage, the club. These boards continually improve how they operate because they understand that better governance leads to better decisions, stronger leadership, and ultimately, a better member experience.
While every club has its unique culture and traditions, the most effective boards consistently demonstrate six board governance fundamentals:
- Know the Board’s Purpose
The board governs; it does not manage. Its responsibilities include setting strategic direction, providing independent oversight, ensuring the club’s long-term financial health, selecting and evaluating the General Manager/COO’s performance, and safeguarding the club’s long-term interests. - Understand Your Fiduciary Duties
Directors owe duties of care, loyalty, and obedience. These duties require them to prepare, exercise independent judgment, put the club’s interests ahead of personal relationships and individual agendas, and ensure the club complies with its governing documents and legal obligations. - Embrace Your Individual Director Responsibilities
Effective boards are built one director at a time. Strong directors prepare for meetings, participate respectfully, ask thoughtful questions, focus on governance rather than operations, support board decisions once they’re made, maintain confidentiality of board discussions until member disclosure is appropriate, and continue learning throughout their board service. A high-performing board begins with directors who understand that every seat at the table carries both authority and accountability. - Build a Strong Board–GM/COO Partnership
Perhaps no relationship is more important than the one between the board and the club’s General Manager/COO. The board governs. Management manages. When both understand and respect those distinct roles, the partnership creates clarity, accountability, trust and better decisions. - Recognize That Good Board Governance Is Intentional
Effective board governance is intentional. It depends on thoughtful board processes, director orientation, onboarding, and continuing education. It also requires documented policies and protocols, often collected in a Board Policy Manual, that explain not only what the board does, but how it governs, including board processes, director expectations, and governance protocols. - Evaluate and Improve
The best boards never assume they’ve arrived. They periodically review their governing documents, assess their own effectiveness, and ask candid questions:
- Are we spending enough time on strategy?
- Are we staying out of the day-to-day?
- Are meetings productive?
- Are directors engaged and prepared?
- Are we governing as effectively as we could?
- What could we do better?
The purpose of a board evaluation isn’t to criticize directors. It’s to identify opportunities to become a stronger governing body.
Board governance is not about perfection, but rather continuous improvement. The best boards are always looking for ways to become better stewards of their club, stronger partners to management, and more effective leaders for their members.
In the end, governance isn’t measured by the number of meetings held or motions passed—it’s measured by the quality of decisions made, the strength of the partnership between the board and the GM/COO, and the long-term success of the club. Better boards don’t just govern better; they build better clubs.
