Minutes Special Meeting of the USA Board of Directors February 15, 2016 in Cleveland, OH 7:30 PM ET Cleveland Convention Center Halls 4& 5, Room 13

Present: Donald Alperstein, Don Anthony, Michael Aufrichtig, David Blake, Sam Cheris, Diana Hoadley, Alan Kidd, Cody Mattern, Laurie Schiller, Lianne Merchant

Absent: Lorrie Marcil Holmes, Ann Marsh-Senic, Daria Schneider

Guests: Bob Bodor, Jonathan Dron, Kris Ekeren, Jen Gallagher, Nicole Jomantas, Grant Jones, Melissa Jones, Keri Khan, Justin Meehan, Justin Murch, Jim Neale, Bill Oliver, Greg Papineau, Christy Simmons

I. General Information and Organizational Items

Remarks – Donald Anthony, President (Appendix A)

Motion: (Mr. Schiller) to add the following motion to new business: Currently there is inconsistent language in the Athlete Handbook regarding eligibility to participate on National Championships for athletes that have competed in international competitions representing other federations.

The eligibility rule for USA Fencing National Championships states that the athlete must be a “US Citizen or Permanent Resident who have not represented another country in the last 3 years.”

We would like to direct the Sports Performance Resource Team to review citizenship eligibility and representation for National Championships. Second Mr. Blake

Motion passed.

Motion: (Mr. Blake) to add the following motion to new business: To add these two questions to the background screen to our criteria set.

6. Are you a sex offender registrant?

7. Have you even been convicted, or do you have appending charge, of a crime involving harm to a minor?

Second Mr. Schiller

Motion passed.

USA Fencing Board of Directors February 15, 2016 Minutes

II. Consent Agenda Items (Mr. Anthony)

a. To approve the minutes of the November 30, 2015 meeting.

b. To approve the financial reports for November and December 2015.

c. To accept the committee, task force and resource team reports.

Motion: (Mr. Alperstein) to divide the consent agenda to consider the Safe Sport Resource Team report as separate motion.

Second Mr. Blake

Motion passed.

Motion (Mr. Anthony) to approve the consent agenda as amended.

Second Mr. Schiller

Motion passed

Motion: (Mr. Alperstein) (following discussion) to accept the Safe Sport Resource Team report.

Second Mr. Schiller

Motion passed.

III. Audit Report (Diana Hoadley and Mr. Papineau)

Ms. Hoadley provided a report from the audit committee followed by an oral report from Mr. Papineau from BiggsKofford.

IV. Executive Director’s Report (Appendix B)

In addition to the report in Appendix B, the following information was provided:

Individuals selected for the FOC Interview Groups: Chair: Iana Dakova, Russ Wilson, Ivan Lee, Andrew Foster Regional Ombudsman: Russ Wilson, Ariana Klinkov, Alex Gioiella, Kevin Shanahan Domestic Assignment: Sharon Everson, Damon Scaggs, Cara Taggersell, Andrew Lambdin-Abraham Domestic Development: Ariana Klinkov, Bill Becker, Annamaria Lu, Fernando Delgado International Development: TBD Rules and Exams: TBD

Rio Olympics Cadre:

Chief of Mission: TBD Team Captain: Ann Marsh-Senic Team Leader: Kate Reisinger Sports Medicine: Jeremy Summers Armorer: Matthew Porter

USA Fencing Board of Directors February 15, 2016 Minutes

V. Finance Update (Sam Cheris)

We are on budget through the end of December, a little bit ahead because we raised more money for the Grand Prix event than was forecasted. Now that the audit report has been accepted, it can be sent to the bank so that the remaining $125K that the US Fencing Foundation provided to be held as collateral for a line of credit for the association can be released back to the foundation.

We are looking to add an employee to work with Nicole in the communications department for the remainder of this year. We have available funds in the budget.

VI. 2016-17 Budget Presentation (Sam Cheris)

Motion: (Mr. Cheris) To approve the 2016-17 budget.

Second Mr. Kidd

Motion passed.

VII. Rio Update

The board received an update from the national office staff on Rio preparations.

VIII. Legal Update (Jim Neale)

The majority of the work has been privileged and confidential information. The legal work has primarily been on some safe sport and disciplinary issues, vendor contract issues, internal athlete eligibility issues. The Keehan lawsuit is in discovery..

IX. Old Business

Motion: (Mr. Alperstein) TO AMEND ARTICLE XII OF THE USFA BYLAWS pursuant to Article XIV, Section 2, by the adoption of a new Section 8, as follows, and to renumber existing Article XII, Sections 8, 9 and 10 as Sections 9, 10 and 11, respectively:

Section 8. Ethics Committee. The Ethics Committee is a Standing Committee.

a. Purpose. The Ethics Committee shall promote and help sustain a culture of ethical conduct throughout the USFA. The Ethics Committee shall review all USFA codes of conduct, conflict of interest regulations and disclosures, and other policies and reports addressing prescribed and recommended standards of behavior of USFA members, contractors and employees. The Ethics Committee may recommend to the appropriate promulgating authority proposals for adoption, revision and improvement of codes and policies concerning ethical conduct of persons associated with the USFA. The Ethics Committee shall prescribe standards and forms for the disclosure of actual, apparent and potential conflicts of interest, and shall not less frequently than annually review such disclosures and make a report thereof to the Board of Directors. The Ethics Committee shall address inquiries regarding the applicability, compliance or non-compliance with promulgated ethical standards, shall review complaints alleging ethical violations that are referred to it by the National Office or Board of Directors or undertaken on its own initiative, and shall refer to the Board

USA Fencing Board of Directors February 15, 2016 Minutes

of Directors any recommendations for commencement of disciplinary proceedings that the Ethics Committee deems appropriate.

b. Composition. The Ethics Committee shall consist of five members, four of whom shall be chosen by the Board of Directors, plus an athlete. Of the members chosen by the Board, at least one shall be an individual who meets the criteria for Independent Directors; and at least one shall be a member of the Legal Resources Group. The athlete member shall be selected by athletes as elsewhere provided in these Bylaws. The Board of Directors shall select the Chair of the Ethics Committee. Each member of the Ethics Committee, however chosen, shall serve a term of one year commencing with adjournment of the Annual Meeting of the Board of Directors, but shall continue to serve until his or her successor has been elected and qualified. If there is a vacancy on the Ethics Committee, the body that selected the member who is no longer serving shall select a successor who qualifies for and meets the requirements of the vacant position.

Second Mr. Kidd

Motion passed.

The amendment requires that membership of the Ethics Committee be reconstituted and, following discussion, a consensus was reached that this should be accomplished at the next meeting of the Board.

X. New Business

Motion: (Mr. Cheris) To adopt the USA Fencing Board of Directors Expense Policy as distributed to the board with a correction to the meal reimbursement amounts as $8/$12/$20.

Second Mr. Blake

Motion passed.

Motion: (Mr. Cheris) To amend the Financial Policies and Procedures Manual section1.3d as follows:

1.3d Rebate of Share of Dues to Divisions

Rebate checks will only be issued to those Divisions that have filed the required financials reports, (from the Division Treasurer) and Division reports indicating current officers. Checks will be issued semi-annually.

Rebates will not be paid and amounts reserved for that purpose will be returned to USA Fencing’s general funds if reports are not received during the current membership year.

Rationale: The change in policy will encourage divisions to submit their reports in a timely fashion as it is important that we receive their annual reports. In addition, the accounting for the rebates becomes more efficient.

Second Mr. Schiller

The motion was modified to remove the word section.

Motion passed as modified.

USA Fencing Board of Directors February 15, 2016 Minutes

Motion: (Mr. Anthony) To form a committee that is composed of previous Team Captains that serves to mentor and support new cadre and prospective cadre. I am suggesting the name “Olympic Team Captain's Emeritus Committee”. The members would include Jeff Bukantz (Olympic captain 2004 & 2008), Francisco Martin (Olympic Captain 2012), and Carl Borack (Olympic Captain 1988, ’92, ’96, 2000)

Rationale: In cases where we have a new captain, this would enable them to reach out to the committee members for advice. Likewise, the members might choose to share ideas and perspectives with new team leaders. There is a tremendous amount of knowledge and experience with these individuals that would be useful and insightful.

Mr. Anthony revised the motion to read as follows: To form a resource team committee that is composed of previous Olympic Team Captains that serves to mentor and support new cadre and prospective cadre. I am suggesting the name “Olympic Team Captain's Emeritus Resource Team Committee”. The members would include Jeff Bukantz (Olympic captain 2004 & 2008), Francisco Martin (Olympic Captain 2012), and Carl Borack (Olympic Captain 1988, ’92, ’96, 2000)

Rationale: In cases where we have a new captain, this would enable them to reach out to the committee members for advice. Likewise, the members might choose to share ideas and perspectives with new team leaders. There is a tremendous amount of knowledge and experience with these individuals that would be useful and insightful.

Second Mr. Kidd

Motion withdrawn.

Motion: (Mr. Schiller) to direct the Sports Performance Resource Team to review the citizenship eligibility and representation rules for National Championships.

Rationale: The eligibility rule for USA Fencing National Championships states that the athlete must be a “US Citizen or Permanent Resident who have not represented another country in the last 3 years” and the board requests that SPRT review the representation rules

Second Mr. Alperstein

Following discussion of the proposed amendment among the Board members and general counsel, the wording of the motion was changed and the motion, as amended, was adopted.

Motion passed.

Motion: (Mr. Blake) to add the following questions to the background screens:

6. Are you a sex offender registrant?

7. Have you ever been convicted, or do you have a pending charge, of a crime involving harm to a minor?

Rationale: National Center for Safety Initiatives suggested that these questions be added to your criteria.

USA Fencing Board of Directors February 15, 2016 Minutes

Second Mr. Schiller

Motion passed.

XI. Good and Welfare

Mr. Salmon: there are significant changes coming with sabre timing that we will have to address soon. The changes coming from the FIE will affect timing at national events and at local events.

The national office will communicate the upcoming change.

The next meeting will be held April 14th via teleconference.

The next in person meeting will occur during Summer Nationals in Dallas. We will get a survey to board members on the best date.

XII. Recess to Executive Session

X. Executive Session

Present: Donald Alperstein, Don Anthony, Michael Aufrichtig, David Blake, Sam Cheris, Diana Hoadley, Alan Kidd, Cody Mattern, Laurie Schiller, Lianne Merchant

Absent: Lorrie Marcil Holmes, Ann Marsh-Senic, Daria Schneider

Guests: Kris Ekeren, Melissa Jones, Jim Neale

The board approved a red light appeal for a professional member.

The board approved the request to convene a disciplinary panel on a safe sport complaint.

XI. Adjournment

Motion: (Mr. Schiller) to Adjourn.

Second(Mr. Blake)

Motion passed.

USA Fencing Board of Directors February 15, 2016 Minutes

Appendix A

President’s Remarks February 15, 2016

Our athletes continue to perform at very high levels in Cadets, Junior and senior competitions around the world. Our Cadet and Junior teams demonstrated once again that we are one of the strongest fencing nations in the World as the teams are selected and prepare for the Jr. World Championships in . Our Senior Team had a series of incredible performances. Congratulations to Mariel Zagunis on her Gold Medal in Athens and Ibtihaj Mohammed on her Bronze Medal. Ibti was also recognized by President Obama for being the first US Olympic Athlete to compete in hijab. Men’s Foil continues their run to Rio with a Gold medal performance by Race Imboden in , Bronze Medal by Gerek and a Gold Medal Team Performance. A Silver Medal Performance followed by Miles Chamley-Watson in and Alexander Massialas’ World #1 Ranking.

Financially we are making steady progress. Our International events have been run effectively and the budget results have been favorable.

There was an FIE Comex meeting last week where a new Communications Director was announced. David Nowak has a background as a journalist with experience with the BBC, Reuters and the AP. The FIE will be launching a number of films leading into Rio and working with the major federations to get their PR personnel to start working together and sharing best practices.

CMD continues to work with the National Office and the Marketing Committee on our marketing efforts.

The nominations committee announced their candidates for upcoming Board elections and the window for being added to the ballot through petition is open.

Thank you, Donald K. Anthony, Jr. President and Board Chairman

USA Fencing Board of Directors February 15, 2016 Minutes

Appendix B

To: USA Fencing Board of Directors

From: Kris Ekeren, Executive Director

Date: February 1, 2016

Subject: Executive Director’s Report ______Please see the updates on the progress made on USA Fencing’s identified business objectives. Optimize Leadership/Operational Effectiveness The National Office staff continues to work with committees and resource teams on a number of strategic and operational projects. Overall, the changes made last year in the committee structure have allowed staff and volunteers to work together more effectively. It will be helpful to have the committee working group to review the progress again this year. In addition, we have completed a review of the strategic plan priorities and will focus our efforts on the identified items.

Achieve /Maintain Financial Solvency, Stability & Sustainability The budget is slightly ahead through the month of December. The Boston Grand Prix did better than the original budget that was adopted in August. We appreciate the effort and support that was given to make the event successful. The Board will be reviewing the 2016-17 budget during tonight’s meeting and has also received an update on the draft quad budget for 2016-2020. Generate Sustainable Revenue from Internal and External Sources Development efforts continue to prosper, with a successful year-end campaign including Giving Tuesday and other gifts throughout the end of December. The gift total was close to $30,000, which is a significant increase over previous years. Some of the highlights of the ongoing partnership with the US Fencing Foundation include a successful donor event held in conjunction with the Boston Grand Prix, the kick-off of the weapon specific funds, and increased interest in planned giving. Our branding project continues to move forward and we continue to explore opportunities to generate corporate sponsorship funding as well. Optimize Qualification and Tournament Process Regional events continue to strengthen throughout the . The RJCC’s have been well received and many of the initial concerns and issues have been addressed. We are currently reviewing the tournament structure for the next quad and will be providing updates as developments occur. Grow and Promote the Sport of Fencing We have seen a significant increase in media attention as the Rio Games are quickly approaching. Our athletes and the sport of fencing have been featured in many national and regional publications.

CMD continues to work closely with staff on several projects including an article proposal for sixteen regional parenting magazines and a national pitch to major publications. We are also preparing club support to assist with promotions as interest continues to grow immediately after the Olympics. Also, we are preparing our Gold Map (a promotion through NBC) landing page and anticipate that local clubs will receive interest through the program.

USA Fencing Board of Directors February 15, 2016 Minutes

The Member Services department has been working on new initiatives including an exciting high school program and collegiate recruitment services for our members. Improve Sports Performance and Development Our athletes continue to do very well on the world stage as there have been several outstanding finishes recently. I also want to congratulate both Mariel Zagunis and Race Imboden who were both nominated as Team USA January Athletes of the Month.

Rio preparations are going well on all fronts – athlete and team prep, friends and family, media, and promotional efforts after the Games. The Sports Development Resource Team is beginning their work on the American Development and Coaching Education. We look forward to finalizing plans as we move into the 2016-2020 quad. The referee assessment program initial evaluations are ready for review by individuals. The FOC reorganization efforts are also progressing as interviews for the new group have begun. I want to thank Soren Thompson and Jen Gallagher for their work on this project. Transform Culture of Fencing Leadership and Governance The Board and the National Office are continuing to partner on this initiative. Discussions at the committee level have included developing leadership training and mentoring to cultivate future leaders for the organization. Refine Organizational Structure of Fencing in the US There are updates from two groups on this objective. The Regional Boundaries Review Group has met twice and will have a final recommendation within the next few weeks. The Divisions Resource Team has also begun their work and will be reaching out to all divisions to receive updated bylaws and financials.

USA Fencing Board of Directors February 15, 2016 Minutes