As featured in the February 2025 edition of Notable® by Denise Kuprionis, Esq., Edited by Jackie Carpenter
Private club governance is undergoing a significant transformation. Today’s boards must move beyond “that’s how we’ve always done it,” to strategic assets that are effective and better support their clubs’ success. According to Denise Kuprionis from The Club Council, understanding board member fiduciary duties is the cornerstone of a good board.
Directors must uphold three key responsibilities:
- Duty of Care: Make informed decisions by preparing for meetings, reviewing materials, listening attentively and asking insightful questions.
- Duty of Loyalty: Act in the club’s best interest, free of personal biases, and maintain confidentiality of board discussions.
- Duty of Obedience: Ensure initiatives align with the club’s mission and comply with policies and legal and regulatory requirements.
When directors and the GM/COO fully understand their separate, yet dependent roles, alignment naturally follows, which produces a meaningful partnership built on accountability and shared goals. Role clarity is essential as directors must recognize they oversee strategy and operations but avoid day-to-day management. The GM/COO is the board’s direct report and the one who is responsible for execution. The board and management also have shared goals which is based on collaboration and accountability as it drives the club’s strategic direction.
How do these fiduciary duties translate into board responsibilities? Kuprionis explains there are three buckets of governance:
1. Strategy: The board collaborates with the GM/COO to define the club’s strategic direction, set goals and establish clear implementation steps.
2. Oversight: The board oversees operations without becoming involved in day-to-day management. Effective oversight requires the board is informed about operations, finances and risks, but allows the GM/COO to manage them.
3. GM/COO: The GM/COO is the board’s sole direct report who should be empowered with responsibility, provided support and held accountable for results.
Since directors serve relatively short terms, it creates challenges. Leadership priorities may shift dramatically from one group of directors to the next, leading to potential instability. To mitigate this, clubs should focus on several best practices such as maintaining an up-to-date board policy manual, conducting thorough board member orientation, practicing conscious board succession planning and performing annual board evaluations.
“By embracing these principles, private club boards can navigate governance challenges, strengthen leadership alignment and position their clubs for lasting success,” she concluded.
