According to the case, the board of director has several problems, which include some of the following:

l  Generic agenda consisted of an extremely simple outline and Lack of previous check with committee persons of the important issues needed to be discussed.

l  Lack of new-board-member orientation.

l  A club’s board governs the club, establishing policy. While the club’s general manager manages it. In this case, the retired board members want to micro-manage everything, while many members are too busy to handle matters the board of director encounters.

l  Many board members habitually give direct orders to club employees.

l  Some board members put their own interests ahead of the club’s interests and make a faithful dinning room manager quit.

l  Board members talk confidential issues with bartenders, contact with local newspaper without the board’s knowledge, make inappropriate advances toward female servers and have almost get the club involved in a lawsuit.

1.       What needs to be fixed?

After reading the case, I think the duties of all board members should be specified. There are three primary legal duties that all board members assume:

u  Duty of care. Board members must take the same precautions in governing the club that an “ordinarily prudent” person would take.

u  Duty of loyalty. Board members must put the interests of the club ahead of their own personal interests.

u  Duty of obedience. Board members must remain faithful to the mission of the club.

As the problems stated before, in this case, the board of directors did not abide by the policies and bylaws and neglect of duties. It makes the club into a serious situation,

2. How can it best be fixed?

u  The general manager should advise the president to write position descriptions for board members. A position description can help educate a board member about the duties by spelling out the roles and responsibilities a board member is expected to fulfill and outlining the structure of the club, club policies, and the club’s strategic goals.

u  A well planned orientation can help a new board member make a successful transition from neophyte to contributor. And it is best for general manager to plan and conduct new-board-member orientation program because smooth transition of new-board-member will benefit the organizational operation.

u  Every board relies on a wide range of written records. A club’s bylaws govern its board and set the foundation for club rules. The general manager should remind the president of issues that the board members have violated. But one thing should be noticed, a general manager should not rush to make changes. He or she can get to know the club operation and problems as quickly as possible.

u  The general manager should put the board meeting agenda together and help board of directors focus on policy and governance issues and away from the temptation to manage the club. And general manager should make the agenda be as detailed as possible and only list committees on the agenda that actually have something to report. At the same time, he or she should determine in what order to place items.

u  In order to keep board members from overstepping the general manager’s roles and trying to actually manage the club, the general manager can:

ü  Structure written materials for the board to direct the attention of board members to issues of policy and strategy.

ü  Equip board members with the capacity to monitor the club’s performance and progress.

ü  Create clear expectations for the board.

3. How did this situation come to be in the first place?

u  When selecting the board members, the general membership may made some mistakes, such as tokenism, conflict of interest, and too many directorships.

u  When setting up the board of directors for the first time, the broad members did not set the appropriate policies and bylaws.

u  When the general manager was absent, the broad members habitually manage the club and ignore the different duties between board members and general managers.