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Meeting Minutes

USATF Board of Directors
Westin O'Hare
Chicago, Illinois
October 10, 2009

Attendance:  Stephanie Hightower, Evie Dennis, Steve Miller, Steve Holman, Elizabeth Phillips, Aretha Thurmond, Ken Taylor, Bob Hersh, Kim Haines, Jeff Darman, Willie Banks, Larry James (non-voting counsel), Darlene Hickman (Secretary)
Via Teleconference: Philip Dunn
Office Staff:  Doug Logan, Mike McNees, Lamont Jones, Jill Geer, Shayna Sangster
Other Attendees:  Tim Baker
Quorum was present.  Stephanie Hightower opened meeting at 1:00pm (CST).
Approval of Minutes
MOTION: (Hersh) Approve the published minutes of July 19th meeting.
Motion Passed. All Approved.
World Championships, Associations Workshop, USOC Olympic Congress

In August President Stephanie Hightower, Doug Logan and Dr. Evie Dennis attended the World Championships and the IAAF Congress in Berlin.  While in Berlin, Hightower and Logan met with the USOC and Chicago 2016.  Logan also explored international competition opportunities with Jamaica and Germany.  Also while in Berlin, Dr. Evie Dennis received a plaque of merit from the IAAF.
Returning from Berlin, Hightower and Logan traveled to Des Moines, Iowa for the Associations Workshop.  Erika Anderson attended the workshop to present the strategic plan.  Several board members also attended and felt that the overall response was positive.  Hightower stressed that this is a preamble to get the body ready for the legislative changes.
Following the Associations Workshop, Hightower, Logan and Dennis traveled to Chicago for the USOC Olympic Congress.  Hightower noted that there has been a lot of dissension inside the USOC family and that this is a learning experience for this Board to continue to be transparent and to communicate with USATF membership.  Logan commented on his membership with ACES (Association of Chief Executives in Sport) and their choice to push for a resignation of Streeter and Probst.  He disagreed with the decision, but was unable to stop the approved vote.
Chicago 2016
Willie Banks gave a review of his trip to Copenhagen for the Chicago 2016 bid.  He addressed his concerns that the USOC, as an international sport organization does not have a good reputation and does not have the necessary contacts in places of authority.
Logan was asked by the USOC to travel to Beirut, Lebanon to do some last minute lobbying for the Chicago 2016 bid.  He felt that as an international sports organization the USOC is unaware of cultural differences between the US and other countries.
Hightower suggested forming an International Committee of the Board to help foster interest in partnering with other countries outside of the NACAC region.  In the past this was a committee of members, but in the future we may look to make this a subcommittee of the board.
Board Committee Appointments

Hightower passed out the Board committee appointments.  Once the Bylaw changes are ratified, each committee chair will need to contact the staff liaison and start to develop a committee charter.  The new Bylaws will allow each committee to add three additional non-voting members, one of which will be from the Athletic Advisory Committee (AAC).
Some concerns were raised about whether each committee would continuously need to go into executive session to address materials only viewable by the Board.  Larry James suggested giving chairs the ad-hoc authority to appoint members on an as needed basis.  This would allow members to act in an advisory role without being privy to confidential information.
Annual Meeting

The 2009 Annual Meeting will take place in Indianapolis December 2nd – 6th.  Hightower asked that all Board members attend as much of the Annual Meeting as possible. The Board meeting will take place on Sunday, December 6th at 11:00am.
2010 Board Meeting Schedule
MOTION: (Banks) Adopt the proposed Board meeting schedule.
Motion Passed. All Approved.

Willie Banks brought up a concern regarding the Board reimbursement policy.  He would like a policy put in place to reimburse Board members for their expenses.  Hightower noted that a budget has not been set.  This needs to be adopted before a policy can be set.  A suggestion was made to match the staff reimbursement policy.  Logan suggested Mike McNees work with the Treasurer to bring back a recommendation to the budget and finance committee for review.

Ken Taylor gave a report on the financial statements through August 31, 2009.  Taylor reported revenues of $9.5 million and expenses of $10.8 million.  This resulted in a net loss of $1.3 million.  Preliminary projections indicate that USATF will finish the year on a budgeted $1.3 million loss.  It is important to note that there are numerous activities still in progress for 2009, with revenues and expenses still being finalized.  Sponsor revenue comprised 48% of total revenue, while elite competitions were 55% of all expenses.
The USOC performance pool funding (PPF) for 2009 has not been finalized.  Management has been in contact with the USOC and is confident that those costs covered by the PPF will be approved by the 3rd week of October.
MOTION: (Taylor) Motion to accept the treasurer’s report.
12 in favor.  1 opposed. Motion Passed.

Bob Hersh reported on the IAAF Congress and Council meetings in Berlin.  A major topic at the Congress meeting was the Diamond League, which will replace the Golden League and the World Athletics Final.  Currently the Diamond League does not include the hammer event, but the IAAF is still working to correct the issue. 
Next year’s IAAF events include the World Indoor Championships in Doha, Qatar (2nd weekend in March), the World Jr. Championships in Moncton, Canada (3rd week in July) and the IAAF Continental Cup in Split, Croatia, which will replace the World Cup (2nd weekend in September).
Two major rule changes were made in Berlin, including changing the current false start rule to a disqualification after one false start.  The second rule changed all out of stadium Masters events to 40 years and older instead of 35.
Currently the IAAF is still investigating the South African runner who competed at the World Championships.  A report will be presented to the Council at the November meeting.  Hightower and Logan will collaborate to come up with an appropriate statement on the issue.
Nike Contract

Nike has an option to extend the agreement from four to eight years.  The Nike contract is less valuable than it would have been had Chicago 2016 secured the right to the Olympics.
USA vs. Jamaica

USATF management recently met with the Jamaican Federation in Berlin and again in Kingston to discuss the logistics of USA vs. Jamaica.  Currently the Jamaicans have stated that they have no seed money to conduct these meets.  USATF will likely own the meet in both countries, and will have to put in the majority of the manpower to make them a success.  The meets will include no field events and no running event over 800 meters.
The German Federation is in the process of putting together a meet between Germany, USA, China and Russia.  This meet will take place in the 3rd week of August (2010) and will consist of two competitors in each event.
EEO Report

The annual EEO Report was distributed.  Logan explained that the USOC has hired an outside firm to will review each NGB and help them find ways to diversify their staffs.   The EEO Report was given to the USOC as proof of USATF’s diversity.
Strategic Plan

Mike McNees led the discussion on the revised strategic plan draft.  Since the creation of the plan in July, the staff has added tactical plans to move toward each goal.  One major addition is Goal 5 “Increase overall membership through membership enhancements and program development, and improved retention”.  McNees added this goal to make sure masters and youth programming would be included in the strategic plan.
Hightower asked everyone to review the strategic plan to see how it relates to their committee work, and to be prepared to discuss it at the December Board meeting.
Law & Legislation

Logan started with a review of the Bylaw process and how the document has reached this point.  David Greifinger (former Counsel to the Board) worked with Logan to draft a revision of the Bylaws.  This draft was presented at the Law & Legislation (L&L) meeting in early October, where it was minimally revised.  At this meeting, there were 2 opposing votes by the 18 – 19 L&L members present.
The general areas of contention included control of athlete development, control of the competitions, and selection of national team coaches and managers.  Due to Benita Fitzgerald Mosley’s hiring, many of the issues with athlete development have fallen away.  With respect to competitions, a mechanism was created so that those who conduct the competitions have to present a competition plan and the qualitative staffing of that plan to management for approval.  The Board will have the ultimate authority over the plan.  Officials will also present a plan of who will be officiating at each competition for the following year.  Logan will have the authority to remove officials for good cause and the Board will again have ultimate appeal authority.  The final issue regarding coach selection was dealt with by the creation of a pool of qualified candidates for national team selection.  Fitzgerald Mosley will select a team of coaches from that pool, subject to approval by the Board competition committee.
Article 12 passed unanimously but had significant provisions.  It empowers the CEO, subject to Board review, to take actions, reasonable and necessary, to protect USATF from liability to third parties or to protect USATF’s and the sport’s integrity.  Another change to Article 12 includes Section A-14 which modifies the power of disbursement of the CEO, subjecting it to review only by the Board.
Aretha Thurmond voiced concern over the selection of national team coaches.  Many athletes are not comfortable with not being involved in the final selection.  Logan responded by saying athletes still have a direct role in creating the pool.  In the past, the problem was coaches being selected through cronyism, which trumped the voices of all athletes involved.  With the change in the selection procedures athlete’s voices will be heard.
MOTION: (Banks) Adopt the proposed amendments to the USATF Bylaws and operating regulations attached hereto in their entirety and amend the Bylaws and operating regulations.

Banks asked that the revised Bylaws be cleaned up before the vote so that he can better understand the document.  Steve Miller seconded that and asked that Doug include an executive summary to pinpoint the changes and objections.  Due to these concerns, Bob Hersh suggested that a clean document be produced and that this resolution be tabled until the next conference call.
Motion Withdrawn (Banks)

Board plans for the next call to be a conference call at 6:00pm (EDT) on October 25th.
Ethics Form

Larry James presented a revised ethics form for the Board.  He proposed that by January 15th of every year each, Board member should have a conflict of interest statement on file with the national office.
MOTION: (Banks) January 15th of every year is the deadline for the conflict of interest statement from all Board members.
Motion Passed. All Approved.
MOTION: (Taylor) Board will go into executive session.
Motion Passed. All Approved.

Board goes into executive session at 5:35pm (CST).
Respectfully Submitted,
Shayna Sangster
Shayna Sangster
USATF Executive Office Coordinator
MOTION: (Hersh) Approve the published minutes of July 19th meeting.
Motion Passed. All Approved.
MOTION: (Banks) Adopt the proposed Board meeting schedule.
Motion Passed. All Approved.
MOTION: (Taylor) Motion to accept the treasurer’s report.
Vote: 12 approve, 1 opposed. Motion Passed.
MOTION: (Banks) Adopt the proposed amendments to the USATF Bylaws and operating regulations attached hereto in their entirety and amend the Bylaws and operating regulations.

Motion Withdrawn (Banks)
MOTION: (Banks) January 15th of every year is the deadline for the conflict of interest statement from all Board members.
Motion Passed. All Approved.
MOTION: (Taylor) Board will go into executive session.
Motion Passed. All Approved.


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