Board of Directors Meeting Minutes 2013-11-23

USA Swimming Board of Directors Meeting Minutes
November 23, 2013 / Los Angeles
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CALL TO ORDER 8:00 a.m.
USA Swimming Board of Directors President Bruce Stratton, called the meeting to order at
8:00 a.m. on Saturday, November 23, 2013 with the following people in attendance:
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DECLARATION OF CONFLICT OF INTEREST
Bruce Stratton read the following statement to the Board of Directors:
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Board of Directors and Ex-Officio: David Anderson, Tim Bauer, Ben Britten, Dave
Coddington, Ed Dellert, Brandon Drawz, Jeff Gudman, Stu Hixon, Margaret Hoelzer, Paris
Jacobs, Michael Klueh, Tim Liebhold, Bill Maxson, Patty Miller, Dale Neuburger, Kelley Otto,
Stephen Potter, Jim Ryan, Megan Ryther, Jim Sheehan, Tyler Storie, Bruce Stratton, Mary Jo
Swalley, Jay Thomas, Peter Vanderkaay, Ron Van Pool, Carol Zaleski.
Board Members and Ex-Officio Not Present: David Berkoff, Katie Holmes, Caitlin
Leverenz, John Morse, Aaron Peirsol, Steve Sholdra, Richard Shoulberg, Jim Wood.
(Note: Gregg Troy was elected President of ASCA in September 2013).
MOMENT OF SILENCE
A moment of silence was observed for USA Swimming members who have passed away
since the last USA Swimming Board of Directors meeting.
AGENDA REVIEW
(Attachment #1) Additions were made to this agenda:
ACTION / DISCUSSION ITEMS
Officials Policy Manual
Hawaii Swimming – Oceania Championships
“Is any member aware of any conflict of interest (that is, of a personal interest or direct or
indirect pecuniary interest) in any matter being considered by this meeting which should now
be reported or disclosed or addressed under the USA Swimming Conflict of Interest Policy?”
If a Board member determines there to be a conflict of interest at any point during the
course of the meeting when a specific subject is being discussed and / or action is being
taken, a declaration of a conflict of interest should be made at that time.
INTRODUCTIONS
The following introductions were made:
From K&K Insurance – Cheryl Pettibone and Lou Valentic;
Michael Klueh – new athlete representative on the USA Swimming Board.
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RECOGNITION OF RECORDS
Jim Sheehan gave verbal highlights of records and also submitted a Program Operations
written report (Attachment #2).
MINUTES
MOTION: To approve the minutes of the September 10, 2013 Board of Directors meeting.
Seconded. APPROVED. (Attachment #3)
MOTION: To approve the minutes of the September 14, 2013 Board of Directors meeting.
Seconded. APPROVED. (Attachment #4)
MOTION: To approve the minutes of the September 13-14, 2013 House of Delegates meeting.
Seconded. APPROVED. (Attachment #5)
TREASURER’S REPORT
Jim Harvey submitted a written report, which includes the financials and investment report
(Attachment #6). Also submitted were the USA Swimming Foundation financials
(Attachment #7).
The Foundation Board of Directors has approved the transfer of two Club Development
staff members to the Foundation effective January 1, 2013. There will be no net effect on
the budget but amendments are recommended to change the character of USA Swimming’s
expense. Stu Hixon presented the following recommendation:
MOTION: Approve budget amendments to decrease Club Development salaries and benefits
and increase support to the USA Swimming Foundation by $130,000 and $140,000, for 2013
and 2014, respectively. Seconded. APPROVED.
K&K PROPOSAL AND IMPACT TO USSIC AND USA SWIMMING
George Ward presented a review of the K&K Insurance and Risk Financing study,
guaranteed cost program (Attachment #8).
APA PROFESSIONAL SUMMIT AND THE NATIONAL TEAM ALUMNI NETWORK
Lindsay Mintenko gave a report on the ongoing Athlete Partnership Agreement (APA) and
Sponsor Summit that is taking place this weekend in Los Angeles. They are working with
Game On, an organization that prepares athletes for professional success. An agenda for
the Summit was presented (Attachment #9).
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INSURANCE AND RISK FINANCING STUDY UPDATE
Beecher Carlson was engaged by USA Swimming to conduct an Insurance and Risk
Financing Study for purposes of analyzing the existing insurance program, including the
current design and use of USA Swimming’s captive, the United States Sports Insurance
Company, Inc., and the risk financing alternatives it provides. The report will provide USA
Swimming with unbiased recommendations and design ideas that could enhance the
transparency, efficiency, premium cost savings and profitability to USA Swimming. The full
report will be delivered at the January 25, 2014, USA Swimming Board Meeting in Colorado
Springs.
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U.S. SPORTS INSURANCE COMPANY REPORT
Carol Zaleski made general comments on USSIC and the recommendation to have an
outside study done, which is what Beecher Carlson is in the process of working on. The
USSIC Board of Directors meeting took place in October, and Carol gave a few updates. It
was approved at that meeting to appoint Bruce Stratton and Chuck Wielgus as members of
the USSIC Board, with voice but no vote. The USSIC by-laws will be amended to include
this.
LEGAL REVIEW
During closed session, Legal Counsel joined the meeting via conference call at 9:00 a.m.
pacific time to give the board an update on legal matters. John Morse also participated on
this call.
AMENDMENT TO USSIC ARTICLES OF INCORPORATION
Bruce Stratton reported that the USSIC Bylaws do not allow for anyone who is a voting
member of the USA Swimming Board of Directors to be a voting member of the USSIC BOD.
This has resulted in the USA Swimming President and Executive Director being excluded
from some closed meetings of USSIC due to lack of attorney-client privilege because they
are not members of the USSIC Board. In order to alleviate this, we would like to the make
the President and Executive Director ex-officio members of the USSIC Board, with voice,
but no vote. This would give us the attorney-client privilege without affecting the concern
that we have interlocking voting directors on the USSIC Board. In order to do, it requires
an amendment to the USSIC Article of Incorporation.
1. Amend the corporate Articles of Incorporation of USSIC to provide that the
President and Executive Director will be non-voting members of the USSIC Board:
MOTION: To approve an amendment to the USSIC Articles of Incorporation to read,
“There shall be a minimum of 2 and a maximum of 15 Directors of the Company,
elected as set forth in the By-Laws of the Company. In addition, the President and the
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Executive Director of the Company’s shareholder shall be non-voting directors, without
the power to vote on matters before the Board, but with no other restriction of or relief
from their powers, duties or liabilities.” Seconded. APPROVED.
2. Give the proxy for the USSIC shareholder meetings to Bruce Stratton to represent
USA Swimming at the meeting of the shareholder:
MOTION: To approve Bruce Stratton as proxy holder for USA Swimming to the USSIC
Shareholder meetings to be held in Glasgow, Scotland in December 2013 and in
Barbados in April 2014. Full authority is granted to the proxy holder to approve the
amendment to the Articles of Incorporation; to appoint Directors to serve on the USSIC
Board of Directors; to use his judgment to conform the approval by Swimming to the
recommendation of the USSIC Board regarding the language of any amendments to
the USSIC By-Laws; and to approve other such matters as may come before the
meeting of the shareholder. Seconded. APPROVED.
USA SWIMMING FOUNDATION REPORT
Bill Maxson reported that the Foundation has experienced another great year. Debbie
Hesse gave some of the highlights from the past year. Included in the Executive Director’s
report are additional Foundation event highlights. (Attachment #10)
SAFE SPORT PROGRAM REVIEW
Chuck Wielgus introduced Victor Veith. Victor gave an update to the board on the safe sport
program review that he is conducting and offered an overview on the process he is
pursuing.
STAFF REPORTS
Chuck Wielgus submitted a written report (Attachment #10) and made opening comments.
Performance reviews are now ongoing. Preparations are being made for succession
planning discussions at the staff and board level.
GOLDEN GOGGLE AWARDS
Mike Unger gave an update of this weekend’s Golden Goggle Awards activities.
DECK PASS PRESENTATION
Larry Herr and Jim Fox gave a presentation to the board on Deck Pass and mobile
technology.
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ACTION ITEM – FINANCIAL POLICIES (Attachment #11)
Mary Jo Swalley submitted the updated financial policies. The updates were APPROVED
with the agreement that the section on Convention Hospitality on page 10 will be revised to
include athlete hospitality as a USA Swimming expense.
ACTION ITEM – TRAVEL POLICIES (Attachment #12)
Mary Jo Swalley submitted the updated travel policies which were APPROVED.
ACTION ITEM – REGISTRATION MEMBERSHIP MANUAL (Attachment #13)
Mary Jo Swalley submitted the updated registration membership manual which is included
in the policy manual and it was APPROVED.
ACTION ITEM –SWIMS POLICY MANUAL (Attachment #14)
Jim Sheehan submitted an update to the Scholastic All America Program which is included
in the SWIMS policy manual and it was APPROVED.
ACTION ITEM – ATHLETE TRAVEL POLICIES - MINOR AND ADULT (Attachment #15)
Tim Liebhold submitted athlete travel policy documents recreated from the convention
documents making this process more streamlined. The future intent is to go to an on-line,
more refined system. Since these documents are just a combined version of what has
previously been approved, and since the intent is to eventually go on-line, no action is
needed at this time. An update will be made at the January and May board meetings.
ACTION ITEM – LEAP PROGRAM LEVELS 2 & 3 (Attachment #16) APPROVED.
Jeff Gudman submitted an update to the LEAP Program, Levels 2 & 3 is included in the
policy manual and all was APPROVED.
ACTION ITEM – PROPOSED CONCUSSION GUIDELINES (Attachment #17)
George Ward reported that the Operational Risk Committee has revised the concussion
documents that were passed out at the last board meeting. Rather than create a policy, the
document has been revised to a guideline. It does make the LSC and Club responsible for
compliance with state laws. The only requirement is that the facts sheets should be
distributed to all athletes, parents, coaches, and officials. The distribution can be done
electronically, via an email blast, rather than requiring signatures and a paper work trail.
MOTION: To accept the presented concussion guidelines. Seconded. APPROVED.
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SUCCESSION PLANNING TASK FORCE
Bruce Stratton named the following individuals to a succession planning task force in
regards to the Executive Director position and the unforeseeable chance that the 2016
contract cannot be fulfilled.
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Apprentice Official
As required by the policy established in the USA Swimming Policy Manual regarding
registration of apprentice officials as non-members, apprentice officials need to
complete all current membership requirements within 60 days of initiation of
training. The 60 day period shall begin on the date he/she first performs his/her
on-deck training. It shall be the responsibility of the LSC Officials Chair to monitor
all apprentice officials for completion of the membership requirements. If an
apprentice official does not complete all current non-athlete membership
requirements prior to the 61st day after he/she has first performed on-deck training,
then he/she shall be prohibited from being on the pool deck until they have
completed those requirements.
The above proposed policy change was APPROVED.
MOTION: To approve Ron Van Pool as Chair, and members Jim Wood, Dale Neuburger, Arlene
McDonald, and Tim Liebhold to a Succession Planning Task Force, with Chuck Wielgus and
Bruce Stratton as ex-officio members. Seconded. APPROVED.
OFFICIALS POLICY
Jim Sheehan brought forward the following proposed policy change for the policy manual
under the Officials Committee:
HAWAII SWIMMING TO OCEANIA
At the September 13, 2011 USA Swimming Board of Directors meeting, Hawaii Swimming
requested funding assistance from USA Swimming to send a team to the Oceania
Championships in 2012. The Board requested additional information from Hawaii
Swimming and at the November 19, 2011 Board meeting funding assistance was approved.
MOTION: To provide Hawaii Swimming $15,000 of funding to attend the Oceania Swimming
Championships. Hawaii Swimming would provide funds also, Seconded. APPROVED.
PRESIDENT’S REPORT
Bruce Stratton submitted written reports from the Safe Sport Committee (Attachment #18)
and the Governance Committee (Attachment #19). He also submitted the complete
committee list for 2014 (Attachment #20).
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Tim Liebhold reported that there are three athletes who requested an appointment to a
committee and then declined when approached. Athletes will need to be named to Age
Group Development, Open Water Development, and Diversity and Inclusion Committees.
Dan Proctor has resigned his USA Swimming Board and Athletes Executive Committee
positions. The AEC has voted Kelley Otto to replace Dan on the Executive Committee. Van
Donkersgoed has been appointed as an at large member of the AEC.
Bruce reported that committees are appointed every year. The Governance Committee
recommended appointment every four years. Bruce believes that two year terms should be
considered and has submitted this request to the Governance Committee for review, but
would also like to receive board input.
FINA BUREAU
(Attachment #21) Dale Neuburger submitted minutes from the July 16 and July 29 FINA
Bureau meetings that took place in Barcelona, and gave verbal updates.
FINA TECHNICAL SWIMMING COMMITTEE
Carol Zaleski reported that the first meeting of the new FINA Technical Swimming
Committee will be held in December in Bangkok. There are two rule interpretations coming
out of the Barcelona Congress. Concerning the backstroke wedge, there is a video that is
completed addressing the use of this. The FINA TSC will review this video in December and
would like to come up with guidelines to distribute with the video.
Entry deadline for the 2016 Olympic Games discussion is ongoing and will continue in
December.
U.S. OLYMPIC COMMITTEE
Ron Van Pool submitted the USOC Board of Directors meeting minutes from October 10-11,
2013 and gave verbal updates on the National Governing Body Council. (Attachment #22)
ATHLETES ADVISORY COUNCIL
Peter Vanderkaay attended the Olympic Assembly in October. There are four initiatives
that the AAC are working on: 1) improving digital infrastructure - communications and a
better website; 2) increasing the quality and effectiveness of support services including
career programs, health insurance, Safe Sport; 3) taking a look at the OTC effectiveness and
how all NGBs are using that; 4) reviewing internal election procedures; 5) improving
Paralympic athlete representation.
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VICE PRESIDENT PROGRAM DEVELOPMENT
(Attachment #24) Jeff Gudman submitted a written report.
VICE PRESIDENT PROGRAM OPERATIONS
(Attachment #2) Jim Sheehan submitted a written report.
VICE PRESIDENT ADMINISTRATION
(Attachment #23) Mary Jo Swalley submitted a written report.
VICE PRESIDENT TECHNICAL
(Attachment #25) David Berkoff submitted a written report.
CENTRAL ZONE
(Attachment #26) Stephen Potter and David Anderson submitted a written report.
EASTERN ZONE
Paris Jacobs and Ed Dellert had nothing new to report.
SOUTHERN ZONE
(Attachment #27) Jay Thomas and Tim Bauer submitted a written report.
WESTERN ZONE
(Attachment #28) David Coddington and Ben Britten submitted a written report.
YMCA
(Attachment #29) Jim Ryan submitted a written report.
U.S. MASTERS SWIMMING
Patty Miller reported that U.S. Masters Swimming has used online member registration for
five years and now have in excess of 90% of the membership that registers online. They
have just switched to in-house management and no longer use a third party vendor.
ADJOURN
This meeting was adjourned at 1:40 p.m.
Respectfully Submitted:
Kathy Parker, Executive Coordinator
Bruce Stratton, President
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For a copy of an attachment, please contact
Kathy Parker ([email protected] 719-866-3579)
or Brenda Adams ([email protected] 719-866-3536)
Attachment #1
Attachment #2
Attachment #3
Attachment #4
Attachment #5
Attachment #6
Attachment #7
Attachment #8
Attachment #9
Attachment #10
Attachment #11
Attachment #12
Attachment #13
Attachment #14
Attachment #15
Attachment #16
Attachment #17
Attachment #18
Attachment #19
Attachment #20
Attachment #21
Attachment #22
Attachment #23
Attachment #24
Attachment #25
Attachment #26
Attachment #27
Attachment #28
Attachment #29
Page 1 – Agenda
Page 2 – Records & VP Program Operations Report
Page 2 – Approved BOD Minutes 9/10/13
Page 2 – Approved BOD Minutes 9/14/13
Page 2 – Approved HOD Minutes 9/13-14/13
Page 2 – Treasurer’s Report & Investment Report
Page 2 – Financial Reports – As of Sept 30, 2013 & 2012
Page 2 – K&K Insurance and Risk Financing Study
Page 2 – Game On Agenda
Page 4 – Executive Director’s Update
Page 5 – Financial Policy Updates
Page 5 – Travel Policy Updates
Page 5 – Registration Membership Manual Updates
Page 5 – SWIMS Policy Manual Updates
Page 5 – Athlete Travel Policies
Page 5 – LEAP Program Levels 2 & 3
Page 5 - Concussion Guidelines
Page 6 – Safe Sport Committee Report
Page 6 – Governance Committee Report
Page 6 – 2014 Committee List
Page 7 – FINA Bureau Report
Page 7 – USOC BOD Minutes October 2013
Page 8 – VP Program Administration Report
Page 8 – VP Program Development Report
Page 8 – VP Technical Report
Page 8 – Central Zone Report
Page 8 - Southern Zone Report
Page 8 – Western Zone Report
Page 8 – YMCA Report
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