USATF Board of Directors
June 18, 2009
Attendance: Stephanie Hightower, Bob Hersh, Ken Taylor, Aretha Hill, Jeff
Elizabeth Phillips, Kim Haines, Dr. Evie Dennis, Philip Dunn, Steve Miller, Jack
Wickens, Steve Holman, Deena Kastor, Darlene Hickman and Larry James, Board
Office Staff: Doug Logan, CEO, Shayna Sangster, Lamont Jones and Mike
Quorum was present. Stephanie Hightower opened meeting at 3:05pm (Eastern)
President Stephanie Hightower opened the call by stating that everyone should
have received an email with attachments that included: The Nike Resolution, the
CEO Resolution, USATF Draft Bylaws and the Nike Press Release. Hightower
noted that the conference call was scheduled to discuss the issues involving
Doug Logan discussed the negotiation with Nike. He explained that this
sponsorship is a vital revenue source for USATF and it will be an important part
of the growth plans for the future. The contract includes new concepts
that were created to extract additional value from USATF’s inventory of assets.
This contract is an insurance policy that insures USATF’s ability to go forward.
Logan mentioned that he is available for one-on-one conversation then, invited
Steve Miller posed the question of whether there were negotiations with any
other companies besides Nike.
Logan explained that there was not contact with any other companies because the
former agreement, had an exclusive negotiating period that was established
inside the contract itself. Logan negotiated through the ninety days that were
established through the contract, then mutually agreed with Nike to extend that
period another thirty days. An agreement was reached within that time
period. He did not go outside and try to make a market.
Miller questioned whether it was unusual to not to have a competitive bid.
Logan responded that in his experience, including, with soccer it was not
unusual to reach an agreement on an extension during an exclusive negotiating
period. It was Logan’s judgment, predicated upon the value that he walked in
establishing ahead of time, that the Nike offer would provide the value that
Logan deemed fair and reasonable. He exercised his best judgment at that
point in time. Logan explained that the contract in long form is still
being negotiated. Currently there is a binding term sheet that encompasses
adds and drops from a prior contract. There was input from both in-house
counsel and counsel to the board, and prior to executing any contract both will
be consulted and both will sign off.
Hightower noted that the practice of the previous board was not to engage the
full board by allowing them to review the terms of the contract. The board
was pretty much in the dark with respect to what the CEO had negotiated, and the
only people who knew were the President, Legal Counsel and the Executive
Committee. It is now the intention under the new board structure that
anyone who wants access to review the document will have access. If the
resolution is approved today, those who would like to see the terms of the
agreement can have access to them.
Elizabeth Phillips noted that the terms would be confidential between board
members. Hightower agreed and suggested that if anyone discloses
confidential information, that person will be sanctioned and, if necessary,
further actions will be taken against him or her.
Phillips questioned whether any other companies expressed interest in where we
stood with the contract. Logan explained that other companies did show
interest, including direct overtures from Adidas and indirect overtures from two
Chinese apparel companies. Logan responded to neither.
Jack Wickens noted that he had spoken with Doug earlier in the day about whether
there were ample opportunities for other companies to become sponsors and
investors in our sport or whether we are at risk of having too many of our eggs
in one basket? Logan’s response was that there are plenty of opportunities
for other companies to get involved. There is ample opportunity for us to
take advantage of that after this contract is put in place.
Jeff Darman made a point that this board has become more of an affirming board
than a doing board. How do we better balance being kept informed, meeting
the needs of confidentiality and the need of the board to give guidance.
Larry James, General Counsel to the board, responded to Darman’s concerns by
pointing out the normal protocol will be addressed by the CEO Resolution brought
forward today. With respect to contracts outside the normal budgeting
cycle, there will be prior authorization for the CEO to enter into negotiations
for a specific contract, with board counsel to sign off on the final product.
During the negotiations, the board might elect to remain apprised of development
by appointing a specific committee or by discussing the proposed contract.
Hightower made note that these concerns will be one of the primary topics at the
July board meeting.
Logan made three points : 1.) This Nike procurement is unique; 2.)
It will Probably be the largest negotiation we will have in this quadrennium;
the fact USATF was operating between two boards was a factor; and 3.) he
does not want the board to be an affirming board, but a proactive board.
Steve Holman questioned whether this affirmation is necessary before things can
proceed. Logan said, most definitely.
Evie Dennis inquired whether this is correcting something that the previous CEO
had messed up. Logan did not want to comment on his predecessor’s actions.
Hightower noted that this is what Masback developed, and that we had to live
with it after his departure.
MOTION: (Hightower/Dennis) Adopt Nike 2009 Contract Resolution:
Roll Call Vote: 12 affirmatives
(Willie Banks, Deena Kastor & Max Siegel not present for this vote.)
MOTION: (Hightower, Taylor) Adopt CEO Authority Resolution:
Wickens states that the authority is diluted in Article 23 of bylaws and feels
that the line should be deleted. Logan speaks in favor of the deletion.
MOTION: (Wickens/Kastor) Strike last sentence of Proposed Amendments to Article
“Under Contracts: . . . . The content of all contracts effecting sport
committee(s) shall, during their negotiation phase, be communicated to the
Roll Call Vote to approve amendment: 13 affirmatives
(Willie Banks & Max Siegel not present for this vote.)
MOTION: (Wickens/Dennis) In bylaw amendment proposal: 23.I.2 Execution (i)
Change the President to the Chair.
Roll Call Vote: 13 affirmatives
(Willie Banks & Max Siegel not present for this vote.)
Roll Call Vote for the CEO Authority Resolution: 13 affirmatives.
The Resolution passes with the two amendments to the bylaws.
Hightower added that there will be a meeting at the Championships in Eugene of a
Sub-committee of the Law & Legislation Committee. They will go through our
bylaws to try to point out the areas that currently do not express the current
business practice of USATF. These items will be outlined and then there
will be a meeting of the whole Law & Legislation Committee (most of the members
to be selected in the coming weeks) to rewrite and configure for a vote at the
Annual Meeting. The bylaws allow the Board to amend, but the changes must
be ratified by a vote at the Annual Meeting. Hightower said that we are
trying to create a process for changing the current bylaws to get them to
conform to business realities, yet still allow the Membership to play a role in
NCAA COACHES FORUM
Hightower asked Steve Miller to talk about his role in holding a Coaches Forum
at the NCAA Meet. Miller said that he thought it went very well.
Many said that they were pleased to see the outreach now, and that it was long
overdue. The communication in the past was not seen as welcomed, and many
were glad to see that attitude change for the future. The effort to form a
stronger link to Coaches through Steve Miller was seen as a good change to bring
forward in the future of USATF.
Logan addressed the three Track & Field Committees of the NCAA. These are
important programs for us to get behind. In the past we have not given the
coaches sufficient opportunity to participate. There are several plans to
forge new alliances.
JULY BOARD RETREAT
Hightower mentioned the need for everyone to make reservations to attend the
retreat in July in Indianapolis.
Mike McNees reported that he has found a consultant for the retreat, and that he
has an agenda. The consultant is Erika Anderson. She is the owner of the
Proteus Company/Internation.com. Expect two days of full planning. Plan to
start early on Sunday at 7:30 AM. Specifics will come later.
Requirements from Doug Logan: We will have a working lunch on Saturday.
Expect pretty full days. Make sure that you do not make plans to do
The web site will be sent out to all so they can look up the web site in
advance: Proteus Company/international.com
Meeting adjourned at 4:10pm (Eastern)