USATF Board of Directors
April 15, 2009
Attendance: Stephanie Hightower, Jack Wickens, Darlene Hickman, Kenneth Taylor,
Willie Banks, Jeff Darman, Evie Dennis, Philip Dunn, Kim Haines, Bob Hersh,
Aretha Hill, Steve Holman, Larry James, Deena Kastor, Steve Miller
Staff: Doug Logan, Mike McNees, Lamont Jones, Jill Geer, Gina Miller, Shayna
Quorum was present. Stephanie Hightower opened meeting at 4:00pm (Eastern)
President Stephanie Hightower welcomed everyone to the Board of Directors
meeting and explained the conference call phone etiquette. Hightower and
counsel to the board, Larry James, had traveled to Indianapolis to meet with
Doug Logan and Mike McNees, so they took the call in Indianapolis.
APPROVAL OF BOARD MINUTES
MOTION: (Hightower/Taylor) Approve March 8, 2009 Board minutes as published.
GUIDING PRINCIPLES FOR BOARD OF DIRECTORS
Jack Wickens explained Guiding Principles as good Board practices and as
reflection of the themes from March 8th Board meeting. Revised version was
distributed, but “tweaking” may still be needed.
Bob Hersh wanted to change the word “all” in last line of item 2 to
“collectively” (All decisions, whether unanimously determined or not, are team
decisions that we all ‘own’ and support). All implies everyone supports
the decision made. Hersh also mentioned the importance of refraining from
criticism of the decisions of the board.
Willie Banks questioned whether votes will be public. Jeff Darman opined
that the Board should err on the side of transparency, therefore making votes
James expressed no concern about disclosing votes. Minutes should reflect
the number of yea to nay votes and will reflect a Board Member’s specific vote
Banks questioned what authority the Guiding Principles have on the board.
Wickens responded that these principles should provide guidance, and that if a
Board Member deviates from them, he or she should be called on it.
MOTION: (Taylor/Dennis) Adopt Guiding Principles with amendments that were
discussed. APPROVED unanimously.
NATIONAL OFFICE REPORTS
Logan reported on the recently circulated organizational chart. Chart is still a
work in progress and ultimate product will come as soon as national office
finishes internal reorganization.
Logan also discussed negotiations on the sponsorship agreement with Nike.
On January 1, 2009, USATF entered into a 90 day exclusive negotiating period.
Negotiations have taken a favorable turn, and the parties extended the
negotiating period through June 1.
Youth Olympics will take place in Singapore in August 2010. We will be
fielding a restricted team of between 17 – 20 athletes. If anyone has
questions regarding this event or the team selection process you can contact
Doug, Stephanie or Bob.
USATF General Counsel, Lamont Jones responded to various inquires about legal
Ken Taylor, Board Treasurer, and Gina Miller, USATF Chief Financial Officer,
provided an overview of 2008 financial results, noting that the auditors will be
conducting field work the week of April 30. They provided a written summary of
notable variances to the Board, making particular note of WMG’s termination of
their agreement with USATF, resulting in a write-off in 2008 of approximately
$540,000 from 2007 and $800,000 from 2008. Logan further discussed the details
of the WMG situation, including 2009 budget implications. Taylor and Miller also
provided a written summary of 2008 committee expenditures vs. budget, suggesting
that no action be taken in 2009 as a result of 2008 overages and that budgeting,
approvals and other policies and procedures be reviewed and enhanced (as part of
the July Board retreat) to insure better adherence to budget and other policies
Logan further discussed the Wasserman deal and current negotiations on a
potential settlement. Logan noted that currently there is a gap between
his bottom line and what Wasserman has offered.
NEW BUSINESS ITEMS
Logan discussed the Resolution of the Board of Directors. He explained the
resolution calls for at least seven standing committees and three ad-hoc special
purpose committees. Logan also noted that this resolution will allow the
board to assume the responsibility for determining how USATF’s business
operations will be conducted. Standing committees will acknowledge that
existing membership committees should continue to serve by providing expertise,
insight and opinions to the board, but the ultimate responsibility and ultimate
vote resides with the board itself. Darman mentioned that the resolution
is a framework, but we will not operate this way until law and legislation
committee comes back to the board.
MOTION: (Banks/Hersh) Remove number two and leave the rest of the resolution as
is. APPROVED Unanimously.
DISCUSSION OF JULY BOARD RETREAT
Mike McNees noted that the July Board Retreat will be held July 17 – 19, 2009.
Everyone will arrive on the evening of Friday, July 17th and depart around noon
on Sunday, July 19th, with a full day of work on Saturday at a Conseco
Fieldhouse conference room. All Board members will be staying at the
Columbia Club in downtown Indianapolis and will receive further instruction on
ATHLETE COMPENSATION PACKAGE
Question came up regarding the Athlete Compensation Package. Logan has
taken a look at the package and will talk to John Drummond the week of April
20th regarding the document. An announcement related to the package should
come soon after the first of June.
FUTURE MEETING SCHEDULE
Hightower and McNees will work together to propose meeting dates for the rest of
the year. If dates do not work, each board member should notify McNees as
soon as possible.
Lastly Hightower noted that USATF membership is a mandatory prerequisite for all
Board Members and needs to be taken care of as soon as possible.
Meeting adjourned at 5:30pm (Eastern)