Our board was following the strategy you helped us create until lately. It seems the more time since we set the strategy, the less incoming board members are committed to staying the course and working the plan. They have become distracted by other issues and I fear that we are going down the path of strategy-of-the-year (where we were before you came in to help us). What can we do to get back on track? You spoke to me about super-majority rule some time ago as one way to help, but honestly I did not see the value back then.
George J.
Toronto
George,
Boards often want to commit future boards to their (a present board's) plan. So, it is a good idea to help the present board see the importance of their work being honored over time by new (future) boards. Here are some guidelines and options. Before seriously considering or undertaking any one of them, be sure to check with your legal counsel to help ensure a smooth process.
Super-Majority Rule
Your question about the super-majority rule in terms of deciding or changing a future direction can be handled in one of two ways: 1) a change to the by-laws or 2) inclusion in the voting language of a major proposal.
Let's first define the intent of super-majority rule. These rules require more than a simple majority vote of 51 percent to make decisions--in the case of clubs, super majority usually also means to make changes to an agreed-upon course of action.
Example: The board, working with the long-range planning committee, greens, and golf committees propose to re-build the greens at a cost of $457,000, the members vote the assessment decision in (assume a 66 percent super majority [but it would be defined before the vote, such as 2/3rds, 3/5ths, etc.]), and everyone assumes that the decision is what will be implemented. The next year, the board changes by one third, committees change to a large degree, and the then-sitting president convinces the board to do a cosmetic re-building of the greens and use the leftover dollars to re-build the bunker faces.
With super-majority rule in effect, the substantial change would need to go back to the members for a super majority re-vote. Therefore, the super-majority vote theoretically protects the membership by helping ensure assessments are really wanted by the membership. And/or, the super-majority rule protects the membership by ensuring that they (the members) have a chance to approve any substantial changes to their voted-in programs. The major drawback to the 1) decision is that progress can be very difficult if assessments require a super majority of members agreeing--especially in an older club with a large percentage of fixed income members. On the other hand, there are no real major drawbacks to the 2) change other than to those who are trying to make the change need to really make a strong case or the change will not be voted in.
1) Change to the by-laws (this assumes that no super-majority rule presently exists in the by-laws). Clubs which use this on-going process must work with the appropriate committees, boards of directors, and clubs’ legal counsel to draft the change, and present it to the members for a vote (along with reasoning), who either vote it in or out. The primary consideration is that a comprehensive definition as to what constitutes a major issue would need to be established. As an alternative, language could be used to include a non-exhaustive list of examples, such as .... The board would need to decide these, but typically they would be related to either dollar amounts (such as, any expenditure over, let's say, $70,000 [which will become problematic over time]) or any member assessment. The second consideration would be to decide whether super-majority rule would apply to the decision and/or the change to a decision.
2) Major proposal. Clubs which use this ad-hoc process must certainly still work with the appropriate committees, boards of directors, and clubs’ legal counsel to draft the proposal, and present it to the members for a vote (along with reasoning), who either vote the proposal in or out. The difference here, is that the super-majority rule is specifically written into the proposal that the members are voting upon--so it is ad hoc and therefore proposal specific, which gives the board a great deal of flexibility into whether considering an issue of substance to include super-majority rule. The consideration would be to decide whether super-majority rule would apply to the decision and/or the change to a decision.
-Ed Merritt
