USA TRACK & FIELD, INC. BOARD OF DIRECTORS MEETING

A meeting of the Board of Directors of USA Track & Field, Inc. was held on Wednesday, January 20, 2016 at 4:00 pm (EST) via conference call.

Board Officers and Directors: Present: Steve Miller (Chairman of the Board), Stephanie Hightower (President & Vice Chair), Ken Taylor (Treasurer), Mickey Carter (joined at 4:30 pm), Curt Clausen, Dr. Evie Dennis, Fred Finke, , Sam Germany, Jackie Joyner-Kersee, Becky Oakes, Darvis (Doc) Patton, Eve Wright, Michelle Carter, Darlene Hickman (Secretary), and Max Siegel (CEO).

Absent: William Shelton.

Quorum Present? Yes.

Others Present: Renee Washington, Jill Geer, Norm Wain, Duffy Mahoney, Sara Reese, Sarah Austin, Michele Babb, and Christine Corl (outside counsel).

The Meeting was called to order at 4:00 pm (EST) by Chairman of the Board, Steve Miller.

The first order of business was to approve the meeting minutes from December 6, 2015. Upon a motion duly made by Mr. Taylor, seconded and unanimously carried, it was

MOVED to approve the minutes as submitted from the December 6, 2015 board meeting.

Mr. Miller provided the Chairman’s Report. Mr. Miller acknowledged that there had been significant volatility in the stock market over the past few weeks, which impacted USATF’s investment portfolio. However, since USATF took such a conservative approach to its investments, the impact was negligible. The next meeting of the Investment Committee will be held in February.

The next order of business was the President’s Report, provided by Stephanie Hightower. Ms. Hightower discussed the recent allegations of impropriety regarding doping allegations made against the IAAF. The next IAAF Council meeting will be held in March, at which time she will receive additional information on this matter. Earlier this week, Jean Gracia was announced as the IAAF interim General Secretary. The IAAF Council appointed a task force of five members (including Ms. Hightower) to conduct the search for a new General Secretary.

The CEO Report was provided by Max Siegel next. Mr. Siegel touched briefly on each of the following items:

Minutes ago Run Gum, LLC (owned by ) filed a lawsuit in federal court against USATF and the USOC alleging that its regulations regarding U.S. Olympic Trials uniforms violate the Sherman Act.

The National Office has been working to address the issues surrounding our youth registration system. At the 2015 Annual Meeting, Lionel Leach announced that the Youth Committee was moving to Direct Athletics as its meet registration system (which only functions with Meet Pro timing – one of three timing systems). The Associations expressed concerns with this announcement (namely, many of the Associations do not use Meet Pro, among other concerns). The National Office reviewed the concerns of the Associations and later contracted with Athletic.net to provide youth registration services (this system

Page 1 of 2 USA TRACK & FIELD, INC. BOARD OF DIRECTORS MEETING functions with all three of the timing systems). The Youth Committee then met and voted to use Coach O Registration System for the zonal meets prior to the Youth Indoor Championship (note, Coach O is no longer under contract with USATF and has no connection to its membership system). It is recommended that USATF file a grievance against Lionel Leach in order to establish who has the authorization to determine which registration system should be used. Additional discussions were held regarding the efforts that have been taken thus far to resolve this issue.

Upon a motion duly made by Ms. Wright, seconded and unanimously carried, it was

MOVED to suspend any use of the Coach O registration system, in order to limit USATF’s risk and exposure, and to file a grievance against Lionel Leach, as the Chair of the Youth Division, on this matter.

Next, Ms. Wright provided an update from the Audit Committee. After meeting with the committee in December 2015, Clifton Larson Allen (USATF’s independent auditor) advised that there was a misunderstanding regarding how to report the services rendered by our agent in 2014. The final report on those 2014 financials was received today. The changes made will cause a net increase in expenses. A revised 990 form is anticipated shortly. Given these misunderstandings, the Audit Committee has elected to start searching for a new auditor for 2017.

Duffy Mahoney advised that recommendations have been made regarding those persons that shall serve as team staff in 2016. A copy of those recommendations was provided to the board of directors.

Upon a motion duly made by Dr. Dennis, seconded and unanimously carried, it was

MOVED to accept those 2016 team staff recommendations as made to the Board.

Upon a motion duly made by Mr. Miller, seconded and unanimously carried, it was

MOVED for the board of directors to go into Executive Session at 5:00 pm (EST) in order to discuss pending legal matters.

Upon a motion duly made by Mr. Miller, seconded and unanimously carried, it was

MOVED for the board of directors to end the Executive Session at 5:15 pm (EST).

With no further business to conduct, Mr. Miller adjourned the meeting at 5:15 pm (EST).

Minutes respectfully submitted by Legal Affairs Manager, Sarah Austin.

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