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General Questions regarding the Recommendations:
This change only affects the Bylaws component of the USA Swimming Rulebook, and only the internal governance functions within the Bylaws. In the new structure, the House of Delegates will retain approval of changes to the rules of the sport; changes to the composition of the House of Delegates; changes to the composition of the Board, or to the number of which are elected by the HOD; and changes to the fees in the existing membership categories.
The USA Swimming Articles of Incorporation give the Board of Directors the power to alter, amend or repeal the bylaws, so this change will bring the organization back into compliance with that document. Amending the Articles was considered, but virtually all legal opinions sought reinforced that the Board of Directors, not the House of Delegates, has the fiduciary duties and responsibilities for the organization. Based on this input, the Board should have authority over the Bylaws.
There are many reasons this component is included. Having “independent” directors is strongly suggested by the NGB Council and the Athletes Advisory Council, and is considered a best-practice, especially for a 501(c)(3) organization like USA Swimming. We want to make it possible to attract talented, experienced people who bring a fresh perspective and new ideas as well as independent, objective views. This is a recognized “best practice” in governance and business. The Task Force believes that having up to 2 or 3 of our 15 voting Board members NOT having served in leadership roles will be to the advantage of the membership. Examples of the individuals that we could attract are highly successful business leaders and retired swimmers with advanced degrees and professional experience.
Keep in mind that the value and applicability of the “independent” perspective is very much tied to the governance role of the national organization. It does not parallel that of LSCs, which must be operationally focused, and for which the value of “independent” directors would certainly be much more questionable.
The Task Force gave extensive consideration to, and acknowledges that there is great value in the role of “independent” directors, as broadly considered and practiced. The “semi”- independent qualification was incorporated to reflect the long-held norm that USA Swimming Board members should have a personal basis for passion/connection with the sport.
This phrase refers to someone who at present or in the past has/had an obvious connection to the sport as a swimmer, parent of a swimmer, coach, official, etc.
Anyone who, prior to election, has ever been a member of the USA Swimming House of Delegates or a member of a LSC House of Delegates is not eligible for the semi-independent positions.
This process is also now considered a best-practice for a 501(c)(3) nonprofit organization, particularly when its Board structure and role are focused on governance (with a professional staff in place). This mitigates many of the risks, both political and dealing with continuity of strategy/leadership, that accompany individuals campaigning for office and taking office with their own agenda, or feeling obliged to advance the interests of those who voted for them instead of the duty of loyalty to the organization.
It also ensures that all qualified candidates on the ballot have a chance to get elected to the Board. In the current process, we often lose the benefit of the service of the runner-up in the individual board chair and vice chair elections.
Under the new Board Governance recommendations, no affiliate members will have a seat on the Board. Additionally, no allied member will have an ex-officio seat on the board (simply by being an allied member). However, the Ted Stevens Olympic and Amateur Sports Act requires that all National Governing Bodies, including USA Swimming, provide for direct representation on their board for any amateur sports organization that conducts a national program on a level of proficiency appropriate for the selection of athletes to represent the United States in international competition.
Because there is no requirement that an allied member conduct a national program on a level of proficiency appropriate for the selection of swimmers to represent the United States in international swimming competition, the Board will determine whether any allied member(s) satisfies the Sports Act criteria.
If the Board finds that one or more allied members satisfies the Sports Act criteria, then one seat on the Board will be reserved for those organization(s) to select a director. If the Board decides that no allied member satisfies the Sports Act criteria, then the House of Delegates will elect another semi-independent, at-large voting member. Under either circumstance, the Board will have fifteen voting members.
Having and developing stronger relationships and strategic partnerships with our allied and affiliate members is a priority, the success of which is not contingent on these organizations having a fixed seat on the Board.
The changes recommended include a reorganization of the current committee structure. There will be two types of committees – Standing Committees of the USA Swimming Board of Directors (Board committees) and Operating committees. Board committees are those engaged in functions for which the Board assumes direct responsibility (i.e. does not hold the CEO accountable), and will be selected by the Board Chair or his/her designee, and be responsible to the Board. Operating Committees are, by definition, those engaged in functions for which the Board holds the CEO accountable for success. Therefore, they will be selected by and responsible to the President/CEO or his designee. The only exception to this is the selection of the Chair of the Rules Committee who will be appointed by the Board Chair with approval by the House of Delegates (see question #4 below).
Board Committees will include the Athletes Executive Committee, Audit, Credential/Elections, Investment, National Board of Review, and the new Nominating Committee. The Executive Committee, which has been essentially the “Board within the Board,” will be discontinued. The Governance Committee will be considered a “Board Committee” and established in Board policy. The 21 remaining committees (those not named herein) and the new Program & Events Committee will be Operating Committees.
These committees will continue to serve a key role in supporting the needs of USA Swimming members. Under the authority of the President/CEO, Director level or higher staff will assume the current role of the Vice Chairs and act as a staff leader. The CEO will assign a staff leader to oversee and be responsible for each Operating Committee.
The staff leader will be responsible for the selection of the committee chair and the staff liaison with the approval of the CEO. Consultation with prior volunteer leaders on those committees in naming the new chair would be appropriate. The committee chair and the staff liaison, utilizing input from current committee members and others as appropriate, will work together to select the committee members. These selections will be subject to the approval of the staff leader and the CEO.
At this point, the existing rules and policies regarding committees will remain in place.
As is currently the case, not all members of all committees will have a vote in the House of Delegates. Following existing rules, the committees whose voting members will have votes in the House of Delegates are:
Athletes Executive Committee National Team Athletes Committee Rules & Regulations Committee Registration/Membership Committee Credentials/Elections Committee National Team Steering Committee Senior Development Committee Age Group Development CommitteeThe changes recommended include a reorganization of the current committee structure. There will be two types of committees – Standing Committees of the USA Swimming Board of Directors (Board committees) and Operating committees. Board committees are those engaged in functions for which the Board assumes direct responsibility (i.e. does not hold the CEO accountable), and will be selected by the Board Chair or his/her designee, and be responsible to the Board. Operating Committees are, by definition, those engaged in functions for which the Board holds the CEO accountable for success. Therefore, they will be selected by and responsible to the President/CEO or his designee. The only exception to this is the selection of the Chair of the Rules Committee who will be appointed by the Board Chair with approval by the House of Delegates (see question #4 below).
Board Committees will include the Athletes Executive Committee, Audit, Credential/Elections, Investment, National Board of Review, and the new Nominating Committee. The Executive Committee, which has been essentially the “Board within the Board,” will be discontinued. The Governance Committee will be considered a “Board Committee” and established in Board policy. The 21 remaining committees (those not named herein) and the new Program & Events Committee will be Operating Committees.
Just as all other operational committees are named, this committee will be named by staff. Unlike the Officials Committee, we do have staff who are experienced in what it takes to perform the functions of this new committee, especially for the national events functions.
The Times and Recognition Committee and the Championship Meet Evaluation Committee will be operating committees under the President/CEO or his designee. There are staff members that are very familiar with the functions of these committees and will be able to name the chair and participate in the naming of committee members.
The Board’s fiduciary Duty of Loyalty requires that all Board members demonstrate fidelity to the interests of the entire organization. Complying with the Duty of Loyalty also means that a board member cannot favor the interests of a stakeholder group above the overall interests of the NGB.
In the new Board structure, there will be at least one resident from each Zone on the Board of Directors, ensuring geographic diversity (not “representation”) on the Board.