1 Usa Water Polo, Inc. Minutes of a Meeting of the Board Of

MINUTES OF A MEETING OF THE BOARD OF DIRECTORS

May 2, 2011

A telephonic meeting of the Board of Directors (“Board”) of USA Water Polo, Inc. (“USAWP”) was held on May 2, 2011 at 7:30am PST. Board of Director Members in attendance at the Board Meeting included:

Mike Graff RoAnn Costin John Hendrickson Jeremy Laster Ellen Estes Lee Sandy Nitta Ed Reynolds Bill Smith Bob Sternfels

Also in attendance was:

Chris Ramsey – CEO of USA Water Polo Guy Baker – USAWP Director of Olympic Development Jim Callahan – USAWP Director of Finance Jennifer Rottenberg – USAWP Chief Marketing Officer Scott Tanner – USAWP Director of Sport Development

Mike Graff started the meeting with opening remarks and then discussed the meeting agenda. He then described the objectives of our upcoming strategy offsite meeting and encouraged all Board members to participate.

The next item on the agenda was the review and approval of the minutes of the meeting of the Board of Directors held on January 15, 2011 (as amended) and the telephonic Board meeting of January 10, 2011. As there were no changes to the minutes as presented, a motion was duly made and seconded, and it was unanimously

RESOLVED , that the Minutes of the Meetings of the Board of Directors (the “Board”) held on January 15, 2011 (as amended) and on January 10, 2011 in the form presented at this Meeting, be, and hereby are, approved.

Jim Callahan and Bill Smith next commented on the 2010 audited financial statements. Mr. Smith began by stating that USAWP’s auditors once again wrote a clean audit opinion on the financial condition of USA Water Polo. He also commented that cash and net assets have also increased in 2010. Jim Callahan next mentioned that the Olympic Development Program (“ODP”) results for the year were very strong with higher participation across the country. The ODP program is designed to invest all fees received back into the program, supplemented by additional support from the US Olympic Committee and USAWP. Mr. Callahan next described some of the budgeting exercises being undertaken in anticipation of the upcoming summer months when most USAWP events and National Team trips occur. Several Board members asked questions about the USAWP cash position and cash flow projections for 2011. Lastly Chairman Mike Graff thanked all the Board members for donating to USA Water Polo.

Guy Baker next gave an overview on the progress of ODP Phase 3. There were 1,401 athletes from all 12 zones participating in the Olympic Development Program. This represents a 64% increase in participation over Phase 2. The dramatic rise was the result of adding younger age groups (now extending to 8 th grade and under) and increased participation across the United States. The focus of ODP continues to be to improve fundamentals and to have all athletes learn the USA System of Play. Mr. Baker emphasized the quality of the ODP coaching roster citing that the coaches and staff had participated in 25 Olympic games, and that the program had 23 National Team coaches and 12 collegiate coaches involved with ODP. He also noted that a National Team Coach visited an ODP training/competition in every USAWP zone during the period. A report was also given on the activities of the Men’s and Woman’s Senior National Teams.

Scott Tanner, Director of Sport Development next gave a report on several key initiatives including, referee background screening, Splashball 2.0 and the hiring of two Sport Growth Specialists (in the Southeast and Midwest zones). Mr. Tanner then gave a detailed overview on the expansion of the 2011 SwimOutlet.com Junior Olympics. The JOs are being expanded dramatically this year to host as many as 850 teams representing more than 8,500 athletes. A new category is being added called the “Junior Olympic Challenge” which will include new silver and bronze levels. This new category will add as many as 150 teams and more than 1,800 athletes, increasing the size of JOs by 50% versus last year. He also mentioned that the website www.JuniorOlympics.com was open for teams to look at now, and already included brackets, pool locations and hotel partners with discounts for USAWP members. Mr. Tanner reported on membership which had increase 6 ½% over last year.

Jennifer Rottenberg, USAWP Chief Marketing Officer, next gave a report on various new sponsorship agreements including Turbo US, H2O Audio, Powerbar, Western Pistachio, Jamba Juice and Capital One. Ms. Rottenberg then described initiatives involving digital, television/webcast and marketing partners.

Mr. Graff concluded by giving an overview to the upcoming Strategic Planning session scheduled for early June.

Directly after the telephonic meeting concluded an online vote was taken among all Board members regarding the Hall of Fame Committee’s slate of candidates for the USA Water Polo

Hall of Fame. All votes were sent to USAWP Secretary Bill Smith and all meeting attendees unanimously

RESOLVED , that Robin Beauregard – Athlete; Michael Garibaldi - Masters/Contributor; Jennie Jacobsen-Huse – Contributor; Kyle Kopp – Athlete; and Wolfgang Wigo – Athlete, be approved for the Class of 2011 for the USA Water Polo Hall of Fame.

The next Board meeting is planned for June 3, 2010 in Northern California in conjunction with a USA Water Polo master’s competition.

Respectfully submitted,

______William K. Smith Secretary USA Water Polo, Inc.