2018 Board of Directors Call for Nominations

2018 Board of Directors Call for Nominations

By USA Swimming  | Thursday, April 5, 2018

The USA Swimming Board of Directors and Nominating Committee invite  qualified candidates to apply for nomination for election to the Board of Directors.

Please review the  Board of Directors Volunteer Application Instructions prior to applying.
 

Call for Nominations Introduction

In September 2018, the USA Swimming House of Delegates will elect six (6) individuals to be At-Large members of the USA Swimming Board of Directors.   The Nominating Committee will select and place on the ballot a minimum of 12, and not more than 18, vetted nominees.

This process is new, and a key element of the transition to the new governance structure approved by the House of Delegates in 2017.  Interested candidates are encouraged to thoroughly review the information below, and the application form, to verify their understanding of the nominating criteria, and to ensure their willingness to fulfill the duties and responsibilities of Board membership.

Those interested in serving on USA Swimming’s Board of Directors beginning in September 2018 should submit a completed application no later than Tuesday, May 15, 2018.  Late applications will not be considered by the Nominating Committee.


Organization Mission & Overview

As a National Governing Body (NGB), USA Swimming (USA-S) is responsible for training, competition and development of swimming in the United States.  Formed in 1978 under the provisions of the Amateur Sports Act, and headquartered in Colorado Springs, Colorado, USA-S is a 501(c)(3) nonprofit corporation and a member organization of the United States Olympic Committee (USOC).

USA Swimming has a $40 million annual operating budget, 90 professional staff headquartered in Colorado Springs, and over 400,000 members – including coaches, volunteers and athletes from the age-group level to the Olympic Team. 

USA Swimming’s long-term focus on building the base, promoting the sport and achieving sustained competitive success has resulted in the U.S. having long held the rank as the #1 swimming nation, with leading achievements in international competition including the Olympic Games.

Governance Restructuring

As authorized by the Board in early 2016, Board Chair Jim Sheehan appointed a Governance Task Force, charged with assessing the Board’s role, purpose, function and composition.   This was especially timely, as the Board approved the Report’s 28 recommendations in April of 2017, and in May completed the search process to select its first new chief executive in twenty years with the hiring of President & CEO Tim Hinchey.

The restructuring transitions the Board from its constituency-based composition and operational focus to a smaller, governance-focused Board expected to provide strategic leadership.   Responsible for setting standards for the organization and ensuring effective organizational performance, the Board acts on behalf of USA-S’ membership, the USOC and the American public. 

 

Key elements which take effect with this election include:

  • Downsizing the Board from 35 (22 voting and 13 non-voting) to 15 voting members, including:
    • Immediate Past Board Chair
    • National Team Steering Committee Chair
    • 3 athlete members (elected by the Athletes Section of the House of Delegates)
    • *10 At-Large members elected by the House of Delegates, which will include:
  • -At least 2 coaches
  • -At least 2 semi-independent directors (Individuals who have not been members of the House of Delegates at the national level, but who at present or in the past, have/had an obvious connection to swimming).
  • -At least 1 residing in each of USA Swimming’s four geographic zones.
  • The President/CEO and Secretary/General Counsel are ex-officio, non-voting members
  • Eliminating the Executive Committee
  • The Board will now elect its own officers (Board Chair, Vice Chair and Vice Chair-Fiscal Oversight).

*  NOTE:  Four incumbent Board members, with terms expiring in 2019, fulfill the composition requirements for geographic diversity and coach participation. 

 

Changes already undertaken:

  • The Chair’s role now aligns with the Board’s governance duties and functions, eliminating previous redundancy with the duties and responsibilities of the President/CEO.
  • The Nominating Committee is a new standing committee, charged with screening and vetting the qualified candidates to appear on the ballot for election by the House of Delegates.
  • The Board now has authority over the budget and bylaws (previously held by the House of Delegates).
  • The House of Delegates retains authority on rules of the sport, composition of the House of Delegates, size and manner of election of the Board of Directors and changes to membership fees in existing categories.
  • The Board developed and adopted (in February 2018) a Governing Policies Manual, setting forth performance expectations for its own work, and that of the CEO and staff members.

USA Swimming’s current Bylaws and newly adopted Governing Policies may be viewed on usaswimming.org.

Desired Experience & Competencies

Per Board policy, at its February 2018 meeting the Board adopted as its charge to the Nominating Committee the following criteria to emphasize in its screening of potential nominees for Board positions in 2018:

A candidate will have skills and attributes including:

  • Past demonstration of commitment to USA-S, or a “demonstrable connection to the sport.”
  • Governance experience, e.g. knowledge and skills in policy-making, legal and fiduciary responsibilities.
  • High-level (board or management) experience in setting standards for/overseeing a multi-million-dollar corporation.
  • Financial literacy.
  • Demonstrated ability to participate productively in group processes.
  • Professional relationships/associations that may be beneficial to USA-S.
  • Commitment to support and adhere to the Board’s governing documents (Bylaws, Governing Policies, etc.).
  • Ensuring diversity within the Board’s composition (gender, ethnic, age, geography, etc.).
  • Each Board member is required to make an annual personal financial contribution to the USA Swimming Foundation. The demonstration of support, rather than the amount of the contribution, is of principal importance.
  • For incumbent or past Board members seeking re-nomination, fulfillment of individual Board members’ responsibilities.

Nominations Process/Timeline

The Nominating Committee is seeking candidates who are highly qualified to serve on the governing board of a high profile and highly successful $40 million (annual budget) nonprofit. 

The key dates of the selection process in 2018 are:

  • May 15, 2018: Deadline for Candidate Applications. (NOTE: Prior to applying, an applicant must satisfactorily complete a USA Swimming background check).Please note that the Nominating Committee will not consider late applications.
  • Late May – early June: All candidates who, based on their application and background check, appear to be qualified will be invited to participate in an initial telephone interview with a minimum of two Nominating Committee members.
  • June/July: Based on initial phone interviews, those candidates the Nominating Committee wishes to advance for further consideration will be invited to a second interview with at least two other Nominating Committee members. Candidates will be invited to ask questions pertaining to the Governing Policies and structure of the Board and organization.
  • July/August: The Nominating Committee shall consider the merit and qualifications of all candidates who have fulfilled the screening process set forth above. It shall address the Board composition requirements of seats to be filled in the current nominations/elections cycle (see Bylaws Article 504.2 re: athletes, coaches, zone geography, semi-independent status, etc.). Consistent with satisfying the composition requirements and drawing from the pool of vetted candidates, the Nominating Committee will recommend at least two, but not more than three, nominees for each seat open for election.
  • August: Proposed nominees will be invited to submit a biography/nominee statement (not to exceed 250 words) and a photograph, which will be distributed with a list of all nominees to the HOD no later than August 30, 2018.
  • September 23 - 30, 2018: The Nominating Committee will host a “Meet the Candidates” Forum during the United States Aquatics Convention in Jacksonville, Florida at a time to be determined, giving each proposed nominee a few minutes to introduce themselves to attending Delegates.
  • September 29, 2018: The USA Swimming House of Delegates elects new Board members at its Annual Meeting.New Board members will be seated at the Board meeting immediately following the House of Delegates meeting, and will elect officers (Board Chair, Vice Chair, Vice Chair-Financial Oversight) from among its members at that meeting.

 

Those nominees voted onto the Board will be expected to attend in person an orientation to be held on the weekend of October 26-28, 2018.

Role of the Board of Directors

The Board has specific responsibilities to its membership, the USOC and the American public. 

The Board:

  1. Serves as an outward-looking, future-oriented strategic governing body.
  2. Ensures the fiscal sustainability of the organization.
  3. Provides oversight of the organization, including:
    1. Ensuring that Committees established by the Board are functioning in keeping with their stated objectives.
    2. Ensuring compliance with legal requirements, Bylaws and governance policies.
    3. Reviewing and updating policies.
    4. Establishing strategic performance expectations and providing clear and formal feedback to the CEO.
  4. Creating a connection between USA Swimming, its membership, the USOC and the public through:
    1. Needs Assessment: identifying needs and trends related to the organization's activities and scope of influence, and

Advocacy: act as representatives of USA Swimming to the swimming community and the public.

Board Meetings/Time Commitment

Board Orientation:  Given the significance of the transition occurring with this year’s seating of the “new Board,” all Board members must commit to attending an orientation meeting to be held on the weekend of October 26-28, 2018.

 

Board Meetings:  The Board of Directors has five meetings per year, with the requirement that all Board members will attend at least four of the five.

  • September – Two meetings (Tuesday and Saturday) during the week of the United States Aquatics Convention. 
  • November – In conjunction with the Golden Goggles Awards the weekend prior to Thanksgiving
  • One weekend meeting in late-January/early February (usually held in Denver or Colorado Springs, Co.)
  • One weekend meeting in late-April/early-May (usually held in Denver or Colorado Springs, Co.)

 

In addition, there may be occasional Board teleconferences throughout the year.

 

Board Committees:  Each Board member is expected to serve on at least one Board Committee.   Those Committees are:

  • The Nominating Committee fulfills the nominations process, as stipulated in the Bylaws and Governing Policies.
  • The Investment Committee oversees the performance of USA-S’ investment portfolio.
  • The Audit Committee selects and acts as liaison between the Board and the outside auditor and assists the Board in monitoring financial activities and performance throughout the year.
  • The Governance Committee is responsible for Board orientation and training, reviewing or proposing Bylaws or policy revisions and implications for Board consideration, and making other recommendations to strengthen the Board’s governance capabilities.
  • The Executive Compensation Committee helps the Board make informed decisions regarding executive compensation and benefits.
  • The Membership Relations Committee ensures active communications between the Board and USA-S’ membership, ensuring the Board is well-informed about members’ perspectives, and that accountability is demonstrated via communications to the membership.

 

Expectations of Individual Board Members

The Board expects ethical, professional and lawful conduct by its members, including proper use of authority and appropriate decorum when acting as Board members.  Board members are expected to, upon appointment or election to the Board and annually, sign a Letter of Commitment indicating that they have reviewed and commit to abide by USA-S’ Bylaws and Governing Policies, as may be amended from time to time.

Prospective applicants for Board nominations should review these documents, and be committed to meeting the expectations outlined therein, including but not limited to:

 

1. Conflict of Interest: Avoid any conflict of interest with respect to their fiduciary responsibility and abide by the USA Swimming Statement of Principles on Ethical Behavior and Conflict of Interest.

2. Abide by Board Decisions: Support and accurately represent positions and decisions duly agreed upon by the Board.

3. “One-Voice” Leadership: Not attempt to exercise individual authority over the organization or any staff members. Recognize that the CEO is accountable to the Board and not to individual Board members.

4. Confidentiality: Maintain confidentiality on issues of a sensitive nature.

5. Attendance: Attend Board meetings on a regular and punctual basis.

6. Preparation: Review agenda materials in advance of Board and committee meetings and participate productively in discussions.

7. Stewardship: Be alert to the concerns of the membership, the USOC, and the American public that can be addressed through USA-S’ mission.

8. Responsiveness: Be attentive to Board communications and respond promptly to staff and Board member requests for feedback.

9. Membership: Maintain USA Swimming membership in good standing.

10. Contributions to USA Swimming Foundation: Each Board member is expected and required to make an annual personal financial contribution to the USA Swimming Foundation. The demonstration of support, rather than the amount of the contribution, is of principal importance.

Application Process

To submit your application for consideration to be nominated to the USA Swimming Board of Directors, complete the Board of Directors Volunteer Application, and submit it no later than Tuesday, May 15, 2018.

For additional information, contact:

USA Swimming Nominating Committee

c/o Lucinda McRoberts, Secretary & General Counsel

Email:     lmcroberts@usaswimming.org

Phone: (719) 866-3591


 

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