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Meeting Minutes

USATF Board of Directors
Conference Call
April 15, 2009

ATTENDANCE/QUORUM
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 Sangster
 
Quorum was present.  Stephanie Hightower opened meeting at 4:00pm (Eastern) via teleconference.
 
WELCOME/PRESIDENT REMARKS
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.   APPROVED unanimously.
 
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 public.
 
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 if requested.
 
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
CEO REPORT
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.
 
LEGAL REPORT

USATF General Counsel, Lamont Jones responded to various inquires about legal matters.
 
FINANCIAL REPORT
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 moving forward.
 
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 travel information.
 
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. 
 
USATF MEMBERSHIP
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)
 
 

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