Question of the Month: What are Board and Officer Positions—and What Do They Do?

Most clubs hold their Annual General Meeting (AGM) at the start of every year, so in January and February we take calls that start something like: “I’m the new president…what do I do, exactly?”, or “I’ve taken over as club treasurer and I’m surprised to learn that the club has never filed any tax returns or annual reports.  Is this normal for a flying club?”. 

In January 2022, in order to help clubs get ahead of the AGM, we published a Club Connector Question of the Month article entitled: “What should we do at our club’s annual general meeting?”.   As we approach the end of this year, it’s probably a good idea to review that article in preparation for the next AGM…and, with help from this current article, tweak the planning for the AGM, and the actual meeting itself.

Let’s quickly get a non-starter out of the way—that it is “easier” to establish a club as an LLC, rather than a non-profit corporation (NPC), in order to “reduce paperwork and overhead”. 

We won’t revisit the reasoning behind strongly recommending an NPC (see previous Questions of the Month), but regardless of how it is legally registered, a flying club has clear responsibilities to its members, and, equally, all members should expect that the club is run professionally and in a “business-like” manner.  So, whilst there may be fewer legal requirements for formal governance, good records and so on, it is in everyone’s best interests for an LLC-club to operate in the same way as the more formal NPC-club.  Given the other advantages of an NPC over an LLC (e.g., tax filing and exemption opportunities), it makes little sense (to us) that some clubs decide to form as LLCs.  Feel free to call us if you would like to discuss this further!

The above discourse is a long way of saying that all flying clubs (actually all member-based organizations) should strive for operational excellence and transparency, and a way to achieve this is through an open democratic process, with clearly defined rules, processes, and responsibilities. 

Most flying clubs document all of this in their bylaws, which define the governance of the club and so include clauses relating to membership, board and officer positions, the election process, and many others.  Many clubs post their bylaws on their websites, so take a look at a few—you can find clubs near to you using the Flying Club Finder…more information here.  From experience, we suggest that bylaws are critically reviewed—and revised—every two-years of so, since, just like life and the stock market, things do change.  You can find an example set of bylaws, here.

Although longwinded, the above hopefully alludes to the formality and responsibly of a club’s Board of Directors (BoD) and officers, so it follows that applications, nominations, hustings and elections should be treated very seriously.  As I wrote about in August 2022 “How Can We Get More Members Engaged In Our Flying Club”,  and in May 2021 “Is Our Club Still Viable”, there are many ways in which clubs can slowly spiral into becoming just rental operations by virtue of disengaged members and/or a set of stubborn, dictatorial incumbent Board of Directors.  One way to invigorate an aging club is to inject new life into the leadership team—the BoD and club officers—but review “Be Careful What You Wish For” for some unintended consequences.

This will likely upset the applecart, but although a flying club should of course strive for fellowship, it doesn’t mean that everyone has to best mates all of the time—and anyway, sometimes friends have to tell friends that they are causing a problem.  Take a serious look at how your club elects its board and officers, and especially how it monitors their performance to agreed job descriptions, goals and objectives…which gets us nicely to the main part of this article…what, exactly, are the functions, roles and responsibilities of the BoD and officers, but let’s also extend this to the elephant in the room, their clients, AKA, club members.

I sometimes contrast the running of flying clubs with that of companies.  Both have some notion of business (customers and products), both must be run professionally, responsibly, and ethically.  A major and vitally important difference, however, is that flying clubs closely resemble a democracy through consensus, since members elect their leaders, whereas companies impose management on employees.

Before launching into some thoughts about typical club leadership positions, it might be useful to quickly look at a higher-level view of the roles and responsibilities of the three main groups that constitute a flying club:

1. The board of directors.  “A board of directors is the governing body of a company, elected by shareholders (in the case of public companies) to set strategy and oversee management”. (Ref: https://www.investopedia.com/).

   Pretty clear, right?  An elected body and one that sets future-looking direction, broad goals and puts in place management to make it happen.

   In larger corporations, the directors have grandiose titles such as chairman, CEO, director-at-large, etc., but in smaller entities such as flying clubs, the BoD exists mostly in name only to satisfy any state-level requirements, but the same people typically occupy the more familiar sounding positions, namely: president, vice-president, secretary and treasurer.   Even though this does vary by state, we’ll adopt the notion that the BoD encompasses those familiar positions.  If you wish to determine the precise requirements for your particular location, take a look at your state’s business portal…an internet search for “Doing Business in <State>” will get you to the right place, but be alert for non-government scamming websites that promise to do for a fee, everything you can do, for free.

2. Officers.  So, a club’s board will set high-level policy, makes club-wide decisions, and will oversee operations, but, as with companies, the day-to-day work is done by the next tier, in our case, the club officers.

   We’ll look at various officer positions later, but for now let’s just list a few of the more familiar ones: safety officer, maintenance officer, membership officer, social officer, media officer…and so on.

3. Who is left, you might wonder, beyond the BoD and club officers?  Well, brothers and sisters, it is us, the proletariat!  Even if some club members are not (yet) members of the ruling classes, their turn will come in a properly operating club, but in the meantime, they must act as the conscience of the club.  Think of a flying club as a self-contained democracy, which in fact it is, but by virtue of a lower number of people, and the natural camaraderie that comes from people sharing complex machines and the love of flying them, it is easier for “regular members” to make their voices heard and to force change if necessary.  Moreover, the bylaws of most clubs must make very clear the process of removing directors and officers from office without having to resort to televised impeachment hearings.   So, members have a duty to step-up, vote, trust but verify, attend meetings, and exercise their democratic rights and responsibilities. 

Before looking at actual BoD and officer positions, I’d like to stir the pot just a little more and make some suggestions:

• Apart from perhaps one important position (more later), resist the easy temptation to just re-elect board level positions every year.  This is a bit like just auto renewing your insurance policy every year…you won’t know what you might be missing.  True, the incumbents may be doing a stellar job and perhaps they lifted the club out of a previous self-inflicted abyss, but as soon as any job becomes too “easy”, as it will over time, the sharp edge of innovation can dull due to complacency or just plain-old familiarity.   
  
  

  Members may generally like what the board is doing, and they may be happy to leave the work to someone else, but is this best for the club long term?  We asked questions like this at a couple of focus group meetings, where we queried new pilots about what they would look for when joining a flying club.  The resounding echo was that they wanted to be involved.  You can read more about this in the December 2021 Question of the Month, but one take-away is that, to stay attractive to new members, clubs must be progressive, vibrant, and encourage (actually require) change of leadership every couple of years. 

  Much more has been written about this in previous Questions of the Month, but the proof of the pudding is in the eating.  Some of the best run clubs we know impose term limits on BoD-level positions and some also do it for officer positions.  This can initially be scary for a club introducing the idea—what if no one steps up…will be club fold?  Well, it may initially get fraught and close, but we have never known this to happen.  If members want their club to continue and prosper, people will volunteer their time and talents.  Of course, you’ll want to ensure that candidates have an actual interest and motivation, but change, in general, is good and leads to growth, whereas complacency just gets older and more entrenched.  What about small clubs, you may ask?  Well, my club has five members, so we all do multiple jobs, but we rotate positions every year to promote new ideas and methods. 

• One of the most oft-heard comments around the idea of board/officer term limits is that people will not step-up, or that the new team will take “forever” to come up to speed.  Digging a bit deeper, we have found that people are far more willing to take-on new responsibilities if they know that they will receive training and that they will have a mentor to help them, especially during the early stages of transfer.  From this, we have concluded that perhaps the most important responsibility of the incumbent board/officers is to train their replacements, hence ensuring a smooth transition to a new team, with new ideas and energy.  We recommend that elections and start-dates allow for an overlap of at least three months, during which time the incumbents work closely with the new crew, to ensure a clean handoff and continuity of day-to-day activities.  There is a fine line, however…the new team must be given the space to do their thing without too much badgering from the old guard…this is hard for some people to do!  Once members know that they will not just be dropped into a new position without any support, more people will be willing to take on leadership roles.

  Another suggestion is to stagger elections.  That is, hold elections every year but for only half of the team.  Perhaps the president and secretary one year and the vice-president and treasurer, the next.  This really helps with continuity but also brings in new blood every year.

• By the way, we believe that another really important job of the leadership team is the reverse of what most teams actually do.  Thinking about this in terms of longevity—and so one could argue the legacy left by the current team—then in order for a club to survive, it must have a plan to continually recruit new members (or add them to the queue of the waiting list) as it is inevitable that some members will leave, and others will “age-out” as time progresses.    Rather than wait for membership numbers to decline, ongoing recruitment allows a club to operate at the efficiencies of its membership cap, and at the same time, provide a source of eager, engaged members to whom to pass the baton.   Stretching this a bit further, it is a good idea to tweak the bylaws and application form such that new members fully understand that they will be expected to take-on leadership roles as opportunities occur—in other words, it should never be a surprise, and members should not expect to “hide” when election day rolls around!
• We hinted earlier at this next suggestion—and hit it square on the head in earlier Questions of the Month.  In a few words…no one is indispensable.  I’ve seen this time and time again in companies where someone is perhaps really good at their job but troublesome, or is brilliant yet unbearable, or perhaps is the “one” person who knows some voodoo corporate secret that keeps the lights on by force of presence—and probably milks it (AKA “job security”).   We worry that if that person leaves, or if we upset them, life will grind to a halt, but you know what (?), it never does.  In more than 20 years in Silicon Valley start-ups, I saw despots in leadership, prima-donnas having tantrums, brilliant but dysfunction engineers who annoy everyone…and yet when leadership eventually steps up and clears the decks,  the towers do not crumble and in fact the whole company expels a sigh a relief and gets on with it.  Sure, there might be some short-term pain, but people are smart and resourceful, and holes will be plugged and most likely, opportunities will become apparent as more people get involved. Even more so in a flying club…an organization of members for members…there’s just no place for tyrants.  Take a good hard look at your club’s structure and ask some difficult questions.  Is it just easier to let the same people run the club year-over-year?  Has this reached the point where those people expect to run their club year-over-year?  What is this doing for recruitment of new members who want to join and be involved, not be sidelined with “you are too new, you can’t know how the club works”.  So, at the next revision of the bylaws, think seriously about imposing term limits and also clarify the wording around the process on how the board, as well as a collection of ordinary members, can force change when necessary.  

Umm…Interesting.  This article was to have been about typical director and officer positions, but so far has been more about setting the scene such that the right people can be successful in those positions and that all members benefit from their service.  Let’s now get back on topic and look at board of director and officer positions found in typical flying clubs. 

Caveat: As mentioned earlier, depending on your location there may well be state-specific requirements for the Board of Directors if you are registered as a non-profit organization—take a look at your state’s “business portal” to get the skinny.  What this may mean is that there needs to be a true Board of Directors who are responsible for financial and operational insight, and, above all, fiducial integrity, and which may be separate from the “working” positions of president, etc.  In our experience, most flying clubs combine the duties of the board with the more familiar leadership positions, namely president, secretary, treasurers and so on.

Here then, we will use the term “board” as being the small group of elected officials who essentially run the club on behalf of the members.  Our advice is to keep the board (the overall governing body of the club) small, so that business can actually get done.  Whilst going for a larger board might sound inclusionary, it will most likely slow things down as every person and their pooch will want their 2-cents worth on every topic!  Keep the board small and go for an odd number of directors to help avoid hung votes...we suggest either three (the big three) or five directors.

Board Positions:

The President:

The president is the chief executive of the club and acts as its main fiduciary.  With help from the secretary and treasurer, the president runs the club for the duration of the elected period and leads the club in the pursuit of its goals and objectives. The president presides over membership meetings, appoints all committees, and performs all other duties normally required and pertaining to the office.  The president (or the separate position of chairman) shall preside over meetings of the board.

In addition, the president: Calls meetings to order and adjourns meetings; calls for motions and manages the voting of motions; represents the club’s interests at meetings and signs official documents on behalf of the club; delegates duties and responsibilities as necessary; appoints and disbands committees that conduct research and report back to the board.

The Secretary:

The secretary maintains all (non-financial) club records, including membership rosters, insurance applications and documentation, hangar lease agreements, and aircraft agreements.  In consultation with the president, the secretary shall publish and post calls for meetings, agendas, and shall keep and publish minutes of meetings, including meeting dates, times, attendance, discussions and decisions, motions and voting, any other business, and the time of adjournment.  The secretary provides a report at all membership meetings.  The president shall be constantly apprised of all matters related to the club’s administrative status.

The Treasurer:

Earlier in this article, I mentioned that there is one position that perhaps could be exempt from term limits and/or rotations…and that is the job of the treasurer.  In a previous article, I coined the phrase “a good treasurer is worth their weight in avionics equipment” and that is no understatement.  As we’ll see in the treasurer’s job description below, a key facet for the job is keeping on top of required tax filings and annual reports.  Regardless of how it operates, every club (yes, every club) should be filing and reporting something, to someone.  A club formed as a non-profit corporation will be required to file an annual report to their state’s business department.  In addition, such a club should file a tax return (Form 1120) or, if the club enjoys tax exemption (as a 501 (c)(7) social club), it will file a version of IRS Form 990 (“Return of Organization Exempt”).  A club formed as an LLC will definitely have a tax obligation (there is no such thing as a non-profit LLC) and will either spread, pro-rata, the tax obligation across all members using Schedule K-1 (flow-through taxation) or, if the LLC has elected to be taxed as an entity (by filing Form 8832), it must file a corporation tax return using Form 1120. 

I’ve purposefully labored this to illustrate that there is considerable complexity involved and that it is absolutely essential that the reports and returns are done correctly and on time.  Hence, if you have a good treasurer, keep them!  Alternatively, if the treasurer is planning on retiring or whatever, work with them to document everything…and I mean everything, including key dates, what forms to use (and when), website links (some forms can be completed online), how to make tax payments, and so on.  Don’t underestimate this…I recently relinquished the position of treasurer for my club, and it took me two full weekends to organize and capture everything.

The treasurer manages the club’s finances and keeps accurate and up-to-date records and reports and shall present financial reports at all meetings of members.  The treasurer shall keep accurate financial records and transactions, receive all funds, issue monthly statements to all members, disburse club funds to meet all obligations after board approval, and notify theboardof any delinquent accounts.  The treasurer also prepares—or delegates—the completion of annual tax returns, reports and statements, shall maintain a 3-year rolling budget, and shall arrange for financial audits, as necessary.  The president shall be constantly apprised of all matters related to club finances.

The positions of president, secretary and treasurer are the must-have big three.  Many clubs also add the position of vice-president.

The Vice-President:

The vice-president shall preside in the absence of the president.  The president may assign specific duties to the vice-president—in particular, the vice-president may be temporarily assigned another board position as needs arise and shall act as board liaison on standing and impromptu committees.

If a club elects to use the above four positions, we recommend adding one other to bring the board to an odd number, which helps get business done by avoiding hung votes.  This could be a board member at large.

Board Member at Large:

A member of the board "at large" has no specific duties unless assigned by the president (or chairman) but has the same responsibilities and obligations as other board members.

Club Officers:

As we have written about in previous articles, one way to get members engaged is to get them involved—give ‘em something useful to do—and as we all know, there are plenty of things that need doing in well-functioning flying clubs.  Some of these are obvious (think safety and maintenance officers) but there are many other that can benefit from the time and skills of members to keep the club humming.

Here are some suggestions for officer positions.  We don’t see any downside in having a good number of officers, as this spreads responsibilities and forces collaboration.  By the way, it is up to you to determine how officers are assigned and to whom they report.  Some clubs hold elections for officers, whilst in others, the board appoints officers.  Either way, be sure to have it clearly defined in the bylaws.

The Safety Officer: (Amended 10/18/2022 after receiving feedback on some wording):

The Safety Officer shall be responsible for the club’s safety culture, records, education, training, and conformance.  The safety officer should be designated as the club’s chief pilot such that the officer has considerable powers to require remedial training, frequency of checkouts, and even to ground a member if necessary.  The safety officer shall maintain records of members’ qualifications and currency and shall inform affected members of lapses.  The safety officer shall plan and conduct safety meetings and a mandatory annual safety stand down meeting.  The safety officer shall encourage the open discussion of safety matters and shall create and maintain methods whereby members may confidentially report issues related to safety to the safety officer.  The safety officer shall provide a report at all membership meetings.  The president shall be constantly apprised of all matters related to safety.

As you can see, the position of safety officer is extremely important and great care must be exercised when selecting a suitable candidate.   One other point—a good one raised by a reader of the original article.  The idea of chief pilot is very different from that of chief instructor.  Indeed the safety officer should stand-alone from all other positions in order to uphold safety discipline without conflicts.  By the way, a flying club should never have the position of "chief instructor" as clubs, as entities, should never "provide" flight training of any sort.  It is up to members to chose a CIF from the list of authorized CFIs—a list that should be maintained by the safety officer.

The Maintenance Officer:

The maintenance officer shall be responsible for the maintenance of club aircraft and equipment.   The maintenance officer arranges for all maintenance tasks, scheduled and unscheduled, and keeps all maintenance records up to date.  The maintenance officer creates and maintains methods of reporting maintenance issues, including methods for members to immediately ground aircraft at the sole discretion of that member.  The maintenance officer shall create and enforce return-to service standards.  In consultation with the social officer, the maintenance officer shall arrange aircraft and hangar clean-up and maintenance days.  The maintenance officer shall provide a report at all membership meetings.  The president shall be constantly apprised of all matters related to maintenance. 

In clubs with multiple aircraft, the maintenance officer may oversee a team of plane captains with responsibilities for specific aircraft.

The Membership Officer: 

The membership officer maintains membership at the required level by managing a waiting list and by creating and distributing a club newsletter.  The membership officer creates flyers to promote membership of the club and shall arrange, and run, recruitment campaigns, meetings and events.

The Social Officer: 

The social officer maintains the club’s social calendar and shall be responsible for forming and leading ad-hoc committees to organize and implement activities such as fly-outs, fly-ins, open days, etc. 

In some clubs, the social officer may be responsible for the club’s website and social media sites, whereas in others, there may be a specific social-media officer, who promotes the club on social media platforms (you know…snapfacetwittertok) as well as providing members with easy ways to communicate with each other, using, for example, a WhatsApp group.

Ombudsman and Compliance Officer:

This is an interesting one employed by Drew’s club, the Free State Flying Club.  Basically, this officer acts as an internal watchdog to ensure that club rules are being followed.  As Ombudsman, this officer is the point of contact and mediator in cases of internal and external grievances. 

Operations and IT Officer:

Yet another interesting position from Drew’s club.  This officer looks after matters of operations, including rules, scheduling and club management software, entering new members into the club’s data systems, providing “help desk” assistance, and so on.  This position could be expanded to include the updating of aircraft databases and the integrity, maintenance and back-up of all club records.

Community Outreach Officer:

In these times of “the public’s” increasing awareness of environmental issues, it is probably wise for flying clubs to be conscious of how they are (or might be) perceived by the local community.  Recruiting a knowledgeable member with good presence and communication skills could go a long way to help educate the community about general aviation, 100LL, noise and so on. 

Taking this a bit further, we know of some clubs that have a Media Officer who acts as the single point of contact with all media outlets—newspapers, bloggers, TV, etc.  This is especially important in light of the sensationalist news coverage of aircraft “crashes”.  Club members should know to refer all enquiries to this officer, so there is a single “voice” from the club.  This is especially powerful in the case of accidents, where news people may misquote or cross quote otherwise well-meaning members.

Airport Liaison Officer

A flying club is just one player in the fairly complicated and regulated sandbox of an airport’s ecosystem.  From other tenants such as maintenance shops, FBOs, flight school…and of course “the management”…the airport manager, airport authority, perhaps the mayor and/or county commissioners, all the way up to the state department of aeronautics and, ultimately, the FAA…there are a lot of moving parts, a lot of 2-cents to add, and perhaps many egos that typically accompany bureaucracies and career-centered livelihoods.  We’ve written previously on the topic of how flying clubs can have a say in airport operations and a really good way to help this along is to play an active part in the democratic process that all publicly funded airports must (by FAA mandate) follow.  Strive to have a club representative at every airport meeting, but also think about going further by having a member apply for a position on the airport board.   This is highly rewarding work—but it is work.  As we well know, flying clubs touch and influence many areas of airport business and operations, so clubs most definitely have a voice that needs to be heard. 

For more ideas on this topic, take a look at the August 2020 Question of the Month: “How Can My Club Have A Say In Airport Operations?”

Summary:

As I draw this QoM to a close, I want to briefly touch on one other aspect—and that involves the compensation of directors and officers.  It is my personal opinion that taking-on board and officer positions in a member-run, non-profit, socially based flying club is a volunteer responsibility expected from every member, as part of the terms and conditions of joining such a club.   Going further, I do not think any promise of compensation will result in a better leadership team—in fact it might well prompt applications for the wrong reasons. 

On the other hand, I know full well that doing your duty takes time, effort and dedication, and it is nice to be appreciated with some sort of reward.  Either way, if you do decide to compensate club members for doing leadership tasks, please do it correctly and above-board.  Even though it may be simpler to do, resist the temptation to just reduce (or eliminate) monthly dues for officers, or to give them a break on per-hour usage rates.  This will be seen as “inuring to the benefit” of some members compared with others…a big no-no for non-profit organizations and expressly prohibited in the FAA’s definition of a flying club.  By the way, the FAA and IRS view compensation as anything that results in some sort of gain, and it doesn’t have to be monetary—for example, being able to build hours at no cost is absolutely considered compensation in kind.

The correct way for a club to pay anyone for anything is to treat it as an expense.  So, in this context, the club’s financial records should note a transaction from gross earnings to the board and/or officers, who should treat it as income and appropriately declare it.   Bottom line—don’t “do favors” and be sure that your club’s accounts will pass muster if ever subjected to an audit.

Two last thoughts.  Firstly, ensure that the club’s bylaws clearly define the process of how board members and officers are elected, but also how they can be removed from office.  Secondly, think widely and imaginatively about involving new members by creating new officer positions.  This will absolutely drive engagement and will hopefully prepare and motivate newer members to stand for board positions at election time.