Minutes Special Meeting of the USA Board of Directors December 5, 2017 via Teleconference

Present: Donald Alperstein, Don Anthony, David Arias, Raquel Brown, Sam Cheris, Diana Hoadley, Alan Kidd, Lorrie Marcil-Holmes, Ann Marsh-Senic, Jeff Salmon

Absent: Cody Mattern, Daria Schneider, Adam Watson

Guests: Sam Callan, Kris Ekeren, Nicole Jomantas, Melissa Jones, Bill Korbus, Jim Neale, Greg Papineau, Kate Reisinger, Christy Simmons

I. General Information and Organizational Items

Remarks – Donald Anthony, President (Appendix A)

Motion (Mr. Alperstein): to add an item to the agenda in new business to incorporate the FIE’s change to rule t.18.

Second Ms. Marsh Senic Motion passed.

II. External Audit Report

Mr. Papineau with BiggsKofford gave an oral report on the external audit. Mr. Papineau stated that the audit was issued with an unqualified opinion. USA Fencing has continued to improve their financial position over the past year with an increase of $336K in net assets. The biggest change to the audited financial report is that USA Fencing has established an account with the US Olympic Endowment. The purpose of this account is to establish an operating reserve account.

Management of USA Fencing cooperated fully with the auditors.

Motion (Diana Hoadley): to accept the external and USOC audit reports

Second Mr. Alperstein. Motion passed.

USA Fencing Board of Directors December 5, 2017 Meeting Minutes III. Consent Agenda Items

Motion (Ms. Hoadley): to add an item to the consent agenda to appoint Soren Thompson to the International Relations Committee.

Second Ms. Marsh Senic. Motion approved.

1. To approve the minutes of the September 10, 2017 meeting

2. To approve the financial reports for July, August, September and October 2017

3. To receive the Audit Committee, International Relations Committee, Marketing & Communications Resource Team, Sports Development Resource Team and Sports Performance Resource Team reports as submitted to the Board

4. To appoint Soren Thompson to the International Relations Committee

Second Ms. Marsh-Senic Motion passed.

IV. Executive Director’s Report (Appendix B)

V. Finance Update

Ms. Ekeren provided an oral report based on the October 2017 financials.

Membership Services total net income is currently behind budget by $59K. Coaching revenues are below budget by $65K. We are looking into the possible impact that the new Competitive +CheckEd category may have on coach memberships.

National Events total net income is currently behind budget by $4K. Based on preliminary numbers we feel that national events will recover in November.

General Admin total net income is currently behind budget by $11K. This is due to higher than budgeted credit card gateway fees.

Sports Performance is currently ahead of budget by $16K. There are currently timing difference with Cadre to World Cup showing a positive revenue budget variance of $10K.

Developments total net income is a positive $7K as of October.

Marketing, Executive Office, Board and Committees and US International are on budget or close to budget with no major variances.

We are preparing to do a thorough budget review of all departments as we have just USA Fencing Board of Directors December 5, 2017 Meeting Minutes closed out our 1st quarter. Any adjustments and or cuts deemed necessary will be made.

Mr. Cheris – We would like to see a report on the investment of assets and if we should have more money in accounts that are not bank account in order to earn more interest.

Ms. Ekeren – We will provide this information to the board for the February meeting.

VI. Legal Update

Mr. Neale encouraged club owners to be aware of what their insurance policies cover before they have a claim that is not covered. For clubs who are covered under USA Fencing’s policy, the owners and coaches must ensure that they are in compliance with the 100% individual membership requirement. We recently had a club claim that was denied because not all individual club members were members of USA Fencing. Mr. Neale attended a meeting of NGB legal counsels in Lexington. There was very good information provided at this meeting. We have one case in arbitration right now. We will discuss further in executive session.

VII. Strategic Plan Update

Ms. Ekeren: The National Office is working with a graphic designer on the strategic plan presentation. If any board members have final comments on the business objectives and metrics, please contact her. Board members David Arias and Raquel Brown will review the final presentation before it is sent to the full board.

VIII. Tournament Summit Update

Ms. Ekeren: Thank you to all of the Tournament Summit group for all of their work on this project. Christy Simmons will be providing an interim report on the operational items. The final report will be provided prior to the February board meeting.

Ms. Simmons provided an oral report on the proposals from the Tournament Summit group. o Beginning with the 2017 October NAC the strength factor will be used for all Division I North American Cups and the July Challenge and The Division I National Championships with a minimum strength factor of .8 and a maximum Strength Factor of 1.1. o The international points table is currently under review. o Ticketing for National Tournaments would begin during the 2018-19 season. The revenue from ticket sales would fund a more robust security presence at national tournaments and provide a more secure venue for athletes and spectators. Complimentary entry into national competitions will be available to USA Fencing members. o 2018-19 SYC tournaments will remain at a maximum of 12 o 2018-19 ROC tournaments will remain at a maximum of 35

USA Fencing Board of Directors December 5, 2017 Meeting Minutes o Looking at adding a high school championship o Introducing “Tournament in a Box” kit for the 2018-19 season o Proposed increase in regional and SYC fees: . RYC registration fee remains the same at $30 and the event fee increased to $45 . ROC/RJCC registration fee remains the same at $30 and the event fee increased to $45 . SYC registration fee increased to $35 and the event fee increased to $50 . Bid fees for all events would be $75 and the participant fee would be $6 o Looking into possibly assisting with the Collegiate Club Championships o Developing a communications plan

Motion: (Mr. Kidd) to add an item to the agenda under new business to increase regional and SYC bid, participant and event fees.

Second Ms. Hoadley Motion passed.

IX. Coach Education Update (Sam Callan)

Mr. Callan provided an oral report on the coach education program that he is developing. The goals are to increase knowledge, increase the number of coaches, improve “soft” coaching skills and address and meet national and international standards for coach education.

X. New Business

Motion (Mr. Alperstein): That USA Fencing amend its Rules of Competition, effective January 1, 2018, by adopting the deletion of the final two sentences of § t.18, ¶ 5, and to remove the reference in t.120 to reversing the line of the shoulders at foil, as approved by the FIE at its November 2017 Congress.

Second Ms. Hoadley. Motion passed.

Motion (Mr. Kidd): to increase the regional and SYC fees as listed below.

. RYC registration fee remains the same at $30 and the event fee increased to $45 . ROC/RJCC registration fee remains the same at $30 and the event fee increased to $45 . SYC registration fee increased to $35 and the event fee increased to $50 . Bid fees for all events would be $75 and the participant fee would be $6

Second Ms. Hoadley

USA Fencing Board of Directors December 5, 2017 Meeting Minutes Motion passed.

XI. Good and Welfare

Mr. Anthony:

o The FIE membership increased as Angola was added as a full affiliated and Pakistan as a provisional affiliate member. o Congratulations to Daira Schneider & Mariel Zagunis on the birth of the new babies.

o The Barb Lynch RYC, being held December 16-17, 2017. The event is held to honor Barb Lynch who passed away in 2010 after a battle with ovarian cancer. She was a Division chair and served on the Board of Directors for more than a decade, and was a Vice-President for 4 years. If you are interested in making a donation, please reach out to David Sapery or Lisa Campi-Sapery.

o Herb Spector passed away last month. Herb was born in Cincinnati, Ohio. His father named him Novera which means “new era” in Esperanto. With a wry smile Herb offered an alternative meaning, “new error”. Most of his school years were spent in culminating with City College graduation. Herb told wonderful anecdotes of his friend Richard Feynman. They were Chess and Math Club teammates.

Herb began his adult life during the Depression. With no money and a new wife he took up work as a machinist, a logical field for a biology major! He moved to L.A. where he worked for Lockheed building aircrafts during WW ll. Working as a machinist for a large company he became a union organizer and leader. As such he helped protect the welfare and wages of 100s of employees. Herb filed a lawsuit that led to a landmark U.S. Supreme Court decision regarding the right of workers to organize.

Herb and his family moved back East where he decided to return to a scientific career at age 40. The whole family pitched in to make it possible for him to study full time at the University of Pennsylvania where he got his Phd in physiology. He first worked at the National Science Foundation after which he moved to NIH as a grants administrator, where he enjoyed a long illustrious career. He accumulated many awards recognizing his leadership in the new interdisciplinary field of research, Neuroimmunomodulation, which explores the way in which the nervous system interacts with the immune system via neural, hormonal and paracrine actions. He founded the international Society for Neuroimmunomodulation with WalterPierpaoli of and the late Branislov Janković of Yugoslavia.

Herb began fencing in college and continued to compete and teach throughout his life. He trained under some of America’s most renowned maestros. He won major competitions both here and in a Europe well into his 50’s. Herb fenced actively USA Fencing Board of Directors December 5, 2017 Meeting Minutes for over 60 years and was inducted into the US Fencing Hall of Fame in 2004. Herb won the Veteran Sabre age category 22 times. While qualifying for the US National Championships 61 times, Herb won over 60 60 medals in Senior and Veteran events and has been a divisional or state champion 40 times between 1938 and 1998.

An overriding theme throughout his varied careers was his interest in and compassion for his fellow men. Herb not only encouraged young scientists, fellow workers and fencers to “reach higher” he also championed their efforts, clearing paths for their advancement.

He lived by these words of Garrison Keillor, “Be well, do good work, and keep in touch.”

o Thank you to everyone in the fencing community who is helping Puerto Rican fencers after the hurricane. The effort is being coordinated by Olympian Iris Zimmermann Nowack with many clubs participating in the efforts.

Mr. Cheris: o Thank you to Carl Borack with regards to marketing and promoting fencing. Mr. Borack was given member of honor status to the FIE. This honor is not given out lightly. It is a great honor to have an American selected.

XII. Recess to Executive Session

Motion (Mr. Alperstein): to recess to executive session.

No objection was heard.

XIII. Executive Session

Present: Donald Alperstein, Don Anthony, David Arias, Raquel Brown, Sam Cheris, Diana Hoadley, Alan Kidd, Lorrie Marcil-Holmes, Ann Marsh-Senic, Jeff Salmon

Absent: Cody Mattern, Daria Schneider, Adam Watson

Guests: Peter Barton, Kris Ekeren, Melissa Jones, Jim Neale

The board approved a settlement agreement on a complaint.

The board received an update on arbitration and disciplinary matters.

The board heard a proposal and agreed to gather more information on the proposal.

USA Fencing Board of Directors December 5, 2017 Meeting Minutes XIV. Adjournment

Motion (Mr. Alperstein): to recess. No objection was heard.

USA Fencing Board of Directors December 5, 2017 Meeting Minutes Appendix A President’s Remarks December 5, 2017

Members of USA Fencing recently attended the FIE Congress in Dubai. Some of the highlights of the Congress were Carl Borack being selected as a Member of Honor; Alexander Massialas won the Overall Men’s Foil World Cup Award for the second year in a row and our Junior Men’s Foil Team also won their Overall World Cup Award. The final accomplishment was the success of Salt Lake City being awarded the 2020 Junior and Cadet World Championships. The USA Delegation included: Stacey Johnson, Sam Cheris, Carl Borack, Ted Lee and Christy Simmons along with our Bid Team of Michael Mack – VP of Services, Visit Salt Lake and Gary Lu – Absolute Fencing. Some of the major decisions made at the Congress that impact USA Fencing were the “turning of the shoulder rule” for Foil and a governance decision regarding the FIE President and CEO’s process for hiring and firing the FIE Staff. Sam Cheris, as President of the Legal Commission did a masterful job of managing this part of the Congress agenda. There were also two new National Federations added to the FIE…Angola as a full Affiliate and provisional affiliation to Pakistan.

I want to congratulate all of our athletes on their great performances so far this season. Of special note on the Senior Circuit I want to recognize Eli Dershwitz, Lee Keefer and Alexander Massialas for their Gold Medal Podium appearances and and Race Imboden for their Bronze Medal Podium appearances. I also want recognize the Men’s Foil Team for the Gold Medal results and regaining their number 1 ranking in the world, the Women’s Foil Team for their Silver Medal performance and the Men’s Epee and Women’s Sabre for their 5th place finishes in Legnano and Belgium.

The recent USOC and External Audits went well and the reports were very positive. USA Fencing was also designated as a Gold Tier National Governing Body by the USOC. Financially USA Fencing is very stable with annual revenue of $9.3 million with 83% of income going toward programs and a financial reserve in place.

USA Fencing lost a long time member of the fencing community last month in Herb Spector. The last time I saw Herb was in 2011 at the Veterans World Championships in Porec, Croatia. Herb was still competing and lecturing at the time. His only complaint was that we needed to add an 80+ event to the competition because at 90+ he could no longer keep up with the 70 year olds. In the spirit of Herb’s words, USA Fencing will host a 80+ test event for Men’s Epee, Foil and Sabre this weekend at our Portland NAC.

There will also be an RYC held in honor of Barb Lynch December 16 -17, 2017. I served with Barb on USA Fencing Board of Directors for 4 years from 2000 – 2004. She passed away in 2010 after a battle with ovarian cancer. The event is a charity event. Please contact David Sapery or Linda Campi-Sapery to make a donation.

In conclusion I want to thank all of our dedicated Volunteers, Staff, Board of Directors, Clubs, Coaches and Parents for supporting USA Fencing and making it the successful organization that it is today.

USA Fencing Board of Directors December 5, 2017 Meeting Minutes

Appendix B

To: USA Fencing Board of Directors

From: Kris Ekeren, Executive Director

Date: November 27, 2017

Subject: Executive Director’s Report ______Please see the updates on the progress made on USA Fencing’s identified business objectives. Grow and Promote the Sport of Fencing As we strive to hit our goal of 40,000 members, Bob Bodor, Director of Membership, has been working with a consultant on retention and encouraging non-competitive members to convert to competitive memberships. The consultant was hired after we received an organizational development grant from the USOC. We are also seeing progress on the coaching education initiative and look forward to working with existing providers including USFCA on expanding educational opportunities at all levels. Improve Sports Performance and Development Our athletes have continued their success on the international stage as the 2017-18 season began. USA Fencing received notification from the USOC on our funding numbers through 2020 as we have obtained Gold Tier status. USA Fencing’s delegation just returned from the FIE Congress where we were awarded the 2020 Junior and Cadet World Championships in Salt Lake City. Thank you to the volunteers and staff who were instrumental in the successful bid. I also want to recognize Carl Borack, who was inducted as an FIE member of honor, Alexander Massialas as the #1 ranked senior foil fencer last year and the junior men’s foil team who finished last season ranked #1. Generate Sustainable Revenue from Internal and External Sources The focus continues to be on diversifying revenue for the organization by meeting or exceeding annual targets for sponsorship, licensing and donor revenue. As we near the end of 2017, USA Fencing will have a campaign featuring Spirit of Sport honorees to encourage calendar year- end giving. Optimize Qualification and Tournament Process The Tournament Summit Team met after the September 2017 board meeting and has focused on three main areas 1) technical items including the strength factor and updating points tables 2) utilizing the American Development for tournament structure at all levels and 3) branding and other enhancements at the national and regional level. Christy Simmons will be providing a report during the December 2017 board meeting. Optimize Leadership/Operational Effectiveness Committees and Resource Teams are meeting quarterly; the task forces will be meeting prior to the February board meeting and we will provide an update.

USA Fencing Board of Directors December 5, 2017 Meeting Minutes Achieve /Maintain Financial Solvency, Stability & Sustainability Both the financial and USOC audits have been completed with few comments or issues. The 2018-19 budget preparation is underway and the draft budget will be sent to the board for review by the end of January for discussion and approval at the February 2018 meeting. The finance department staff will be working closely with the budget committee over the next few months. Transform Culture of Fencing Leadership and Governance The National Office will be working with the Board of Directors to align leadership levels with the organization core value documents. Refine Organizational Structure of Fencing in the US We are currently reviewing opportunities to enhance support to regional tournaments to assist with branding and operations. In addition, we are exploring other ways to enhance club recognition programs.

USA Fencing Board of Directors December 5, 2017 Meeting Minutes