USA Swimming Board of Directors Meeting Minutes November 23, 2013 / Los Angeles 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 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: 23 24 25 26 27 28 DECLARATION OF CONFLICT OF INTEREST Bruce Stratton read the following statement to the Board of Directors: 29 30 31 32 33 34 35 36 37 38 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. Page 1 of 9 BOD Minutes November 23, 2013 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 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). Page 2 of 9 BOD Minutes November 23, 2013 80 81 82 83 84 85 86 87 88 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. 89 90 91 92 93 94 95 96 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 118 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 Page 3 of 9 BOD Minutes November 23, 2013 119 120 121 122 123 124 125 126 127 128 129 130 131 132 133 134 135 136 137 138 139 140 141 142 143 144 145 146 147 148 149 150 151 152 153 154 155 156 157 158 159 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. Page 4 of 9 BOD Minutes November 23, 2013 160 161 162 163 164 165 166 167 168 169 170 171 172 173 174 175 176 177 178 179 180 181 182 183 184 185 186 187 188 189 190 191 192 193 194 195 196 197 198 199 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. Page 5 of 9 BOD Minutes November 23, 2013 200 201 202 203 204 205 206 207 208 209 210 211 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. 212 213 214 215 216 217 218 219 220 221 222 223 224 225 226 227 228 229 230 231 232 233 234 235 236 237 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). Page 6 of 9 BOD Minutes November 23, 2013 238 239 240 241 242 243 244 245 246 247 248 249 250 251 252 253 254 255 256 257 258 259 260 261 262 263 264 265 266 267 268 269 270 271 272 273 274 275 276 277 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. Page 7 of 9 BOD Minutes November 23, 2013 278 279 280 281 282 283 284 285 286 287 288 289 290 291 292 293 294 295 296 297 298 299 300 301 302 303 304 305 306 307 308 309 310 311 312 313 314 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 Page 8 of 9 BOD Minutes November 23, 2013 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 Page 9 of 9 BOD Minutes November 23, 2013
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