Meeting Minutes

USATF Board of Directors
Conseco Fieldhouse/USATF National Office
Indianapolis, Indiana
July 18-19, 2009

ATTENDANCE/QUORUM
Attendance:  Stephanie Hightower, Bob Hersh, Ken Taylor, Aretha Hill, Jeff Darman,
Elizabeth Phillips, Kim Haines, Dr. Evie Dennis, Philip Dunn, Jack Wickens, Steve Holman, Max Siegel, Deena Kastor, Willie Banks, Darlene Hickman (secretary), Larry James (non-voting counsel).
 
Office Staff:  Doug Logan, Mike McNees, Gina Miller, Lamont Jones, Benita Fitzgerald Mosley, Jim Elias, Jill Geer, Shayna Sangster
 
Other Attendees:  Erika Anderson
 
Quorum was present.  Stephanie Hightower opened meeting at 12:40pm (EDT).
 
APPROVAL OF MINUTES
 
MOTION: (Wickens/Banks) Approve the published minutes of June 18th Conference call.
Motion Passed. All Approved.
 
REPORT FROM THE CHAIR
 
Restructuring/Bylaw Changes
 
President Stephanie Hightower reported on restructuring and Law & Legislation (L&L), noting that management had begun the process of trying to align the bylaws and committee structure with the Board resolution passed in April.
 
A subcommittee of the Law & Legislations Committee convened in Eugene to consider realignment of the bylaws.  Ultimately, L&L will present a proposal for the Boards consideration.
 
CEO, Doug Logan explained the role of L&L.  The committee issues a recommendation before the board votes on a proposed bylaw change (subject to membership vote).  At the end of the day, both the board and the membership make an independent decision considering the L&L recommendation.
 
The L&L subcommittee meeting in Eugene went well, but was followed by considerable reaction in emails and the blogosphere.  The Chair of the L&L committee suggested that Hightower and Logan should take more time to approach the membership and those committees that would be directly impacted by restructuring.  Hightower noted there will be a full L&L committee meeting in October. 
 
Logan led a discussion on some of the reaction and why the bylaw changes are necessary.  He included discussion on the National Championship standards set by the Men & Women’s Track & Field Committee, as well as discussion on the Women’s Steeplechase issue.
 
Elizabeth Philips asked whether a staff person is in charge of the National Championships.  Logan answered no.  The bylaws currently state that the sport committees (Men & Women’s T&F) run the competition in conjunction with the national office, but the committees have the ultimate authority.  USATF has no authority over the chairs of those committees.
 
Hightower noted that we need our volunteer core.  They are important to the way this organization operates and they are necessary for USATF’s success.  At the same time, there has to be some regulation of how they function.  She also noted some of these issues should have been noted in previous audit reports.  None of these issues, however, have been discussed in past audits.
 
Committee Appointments
 
Darlene Hickman passed out the signup sheet for board members to sign up for committees.  Hightower discussed the over 400 appointments that she is responsible for making.  She has yet to make the appointments because she is waiting for the mission and vision to be established. 
 
Athlete Letter
 
Deena Kastor went through an athlete letter explaining several concerns that the athletes have, including with respect to the restructuring and concerns about not being represented in the changed committee structure.
 
Logan explained that nothing has been done that strips the athletes of their 20% representation.  The only change is instead of the committees being completely autonomous, they will become advisory.  The athletes will still have 20% of that advisory capability. 
 
Philips suggested Benita Fitzgerald Mosley write a response letter to the athletes addressing all of their concerns.
 
Aretha Hill Thurmond went on to discuss the relay issue.  Athletes do not want to run in the relays without proper compensation. 
 
Hightower asked that the athlete discussion take place in a separate meeting, because of time constraints and the fact that only a few board members needed to be present for it.  She also commented that she will talk to the Board Counsel, Larry James, and other board members about what the procedures will be for matters coming to the board from the athletes.
 
Constituency Relations
 
The old board formed a Volunteer Advisory Council (VAC) to give the new board feedback.  Logan and Hightower discussed a meeting with the VAC at the Associations Workshop in August.  Logan noted that this will be an opportunity to present the restructuring to the VAC.
 
MOTION: (Banks/Dennis) USATF should host the Volunteer Advisory Council to meet in Des Moines at the Associations Workshop. Vote: 9 approve, 1 oppose, 3 abstentions.  Motion Passed.
 
Taylor stated his budgetary concerns.  Hersh commented that the bylaw provisions that deal directly with the VAC states that meetings of the council will be held by conference call.  Hightower commented on the value of hosting this meeting in person.  
 
World Championships
 
Dr. Evie Dennis, Stephanie Hightower and Doug Logan will attend the IAAF Congress in Berlin, Germany as USATF delegates.  Bob Hersh will also attend.  The USATF Welcome Reception will take place on August 12th at the Intercontinental Hotel in Berlin.  The International Contributor Award will be given out at the event to honor Nawal El Moutawakel and Abby Hoffman.  All board members will be invited.
 
Dr. Evie Dennis will receive a plaque of merit at the opening ceremonies in Berlin.
 
Due to the limited amount of credentials, Board members will only be able to purchase tickets for the World Championships in Berlin.
 
CEO REPORT
 
2009 Budget
 
Logan spoke about the budget adopted last year by the prior board, which reflected proceeds for the Wasserman agreement.  That agreement was not enacted, which explains the missing $2.6 million in revenue.  In the intervening time, USATF achieved a settlement in the vicinity of $500,000, of which a portion has been applied to 2007 and 2008. 
 
The presented budget showed a net loss of $1.3 million, which will be taken from reserves. This will take the cash reserves from approximately $4.3 million to $3 million. With the new Nike agreement and no major changes with respect to our current programs, USATF can liquidate the $1.3 million loss over the next two years.
 
Gina Miller and Ken Taylor presented a revised 2009 budget for Board approval. As a result of the WMG termination and non-renewal of several other sponsors, USATF Management has reassessed the details of the 2009 budget. The WMG/sponsor revenue adjustment results in a revised budgeted net loss of $2.3 million. Management has identified incremental revenues and expense savings throughout the budget amounting to approximately $1 million, resulting in a revised budgeted net loss of $1.3 million. While current net assets of $4 million are more than adequate to absorb this loss, we believe that the organization should plan in the coming 2-3 years to offset this loss by budgeting net income.
 
MOTION: (Phillips/Dennis) Approve the published Budget as presented.  Motion Approved.
 
Miscellaneous
 
Each member of the board needs to sign and turn in the Code of Ethics/Conflicts of interest statements to Gina Miller.
 
National Office Report
 
Chief Operating Officer Mike McNees distributed a USATF report compiled with statistics and current activities for each department.  The report included statistics on the National Championship webcast that took place in Eugene.  The data showed that many fans viewed the webcast and Logan received many positive responses.
 
James questioned why many of the issues that have been discussed have not been picked up by the auditors.  Miller noted that the design of the audit is not intended to pick up problems at the individual transaction level.  The design of an audit is to determine whether the financial statements presented are materially misstated.  Logan noted that USATF could have a more extensive audit, but a larger price tag comes with it; the simple solution is to demand adherence to an absolutely solid ethical compass throughout the organization.
 
Hightower questioned where the Agents Program is in the restructuring process.  Jones noted that rules that were put in place at the end of 2007 & 2008 that have forced agents to register with USATF.  Bob Hersh noted that the IAAF program is in the process of being restructured and should be laid out by the end of the year.
 
Willie Banks questioned the current state of the Alumni Association.  Logan explained that one of the recommendations from Project 30 was to start a mentoring program with the alumni and post-collegiate athletes.  This program will be the backbone of a restructured Alumni Program.
 
McNees reported on the issue involving the Junior Olympic title.  A notice from the USOC was sent to several NGBs stating that the use of the Olympic name was prohibited unless the NGB followed several stringent guidelines given by the USOC.  McNees and Andy Martin, the Director of Grassroots Programs, went to Colorado Springs and spoke to members of the USOC. An agreement is being negotiated.
 
Visa Card
 
Miller presented a resolution to change the company card from Diners Club to Visa.  The resolution granted Logan and Miller the authority to execute the paperwork and move things forward to replace the card.
 
MOTION:  (Hersh/Taylor) Grant Doug Logan & Gina Miller the necessary authority to replace the current Diners Club Card with a Visa Card.   Motion Approved.
 
Bob Hersh commented on an earlier discussion where Logan explained how he intended to act on approving or disapproving expenditures that are within committee budgets.  These expenditures have traditionally been made by committees without national office review to ensure that good business judgment is exercised.
 
MOTION: The CEO, Doug Logan, has used good business judgment in overseeing and dispersing Committee budgets and expenses and we authorize Logan to continue to do so. Motion Approved.
 
Meeting Schedule
 
An event schedule was distributed with the suggestion that board meetings be held during Championship events.  It is understood that the board will meet face-to-face quarterly and, if needed, will have a standard monthly conference call.
 
The next meeting will take place in October.  Shayna Sangster will send out an email to find the best possible date for the group.
 
Miscellaneous
 
Willie Banks moved to rescind two motions that were made at the prior board meeting.  Banks noted that the bylaws require that Law & Legislation have an opportunity to make a recommendation to the board.
 
Logan noted that the resolution indicated the way the board intended to operate and recognized the fact that there was a requirement for a bylaw change post resolution.  The intent of the resolution was to clearly indicate how this board intends to do business, which is through standing committees that are ultimately responsible to the board.  All other committees of the board that are not composed of board members are advisory.  The resolution also recognizes that this needs to be incorporated into a bylaw change because the bylaws run counter to this resolution.  And it asks that the appropriate processes take place to change the bylaws.
 
MOTION: (Banks/Taylor) Rescind the bylaw changes that the Board of Directors voted on at the 6/18 conference call as published in the June 18 Minutes. 
Vote:  1 approve, 9 oppose, no abstentions.  Motion Failed.
 
Meeting adjourned at 8:05am (Eastern).

SUMMARY OF MOTIONS:

MOTION: (Wickens/Banks) Approve the published minutes of June 18th Conference call.
Motion Passed.

MOTION: (Phillips/Dennis) Approve the published Budget as presented.  Motion Approved.

MOTION: (Banks/Dennis) USATF should host the Volunteer Advisory Council to meet in Des Moines at  the Association Workshop. Vote: 9 approve, oppose: 1, abstentions: 3. Motion Passes.

MOTION:  (Hersh/Taylor) Grant Doug Logan & Gina Miller the necessary authority to replace the current Diners Club Card with a Visa Card.   Motion Approved.

MOTION: The CEO, Doug Logan, has used good business judgment in overseeing and dispersing Committee budgets and expenses and we authorize Logan to continue to do so. Motion Approved.

MOTION: (Banks/Taylor) Rescind the bylaw changes that the Board of Directors voted on at the 6/18 conference call as published in the June 18 Minutes. 
Vote:  1 approve, 9 oppose, no abstentions.  Motion Failed.