UNITED STATES CURLING ASSOCIATION Board of Directors Meeting April 19-20, 2008 Holiday Inn Select Hotel, Bloomington Minnesota
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FINAL UNITED STATES CURLING ASSOCIATION Board of Directors Meeting April 19-20, 2008 Holiday Inn Select Hotel, Bloomington Minnesota Minutes 1. Call to order. President Georgia West called the meeting to order at 1:15 p.m. 2. Welcome and introductions. West welcomed those present and introduced David Ross of the firm Compete-At. 3. Roll call. Secretary Jack Bernauer took the roll and noted the meeting has a quorum. Present: All Board members present except those listed below as absent. Absent: Nicole Joraanstad, Maureen Brunt, Kathleen Harlow, Jon Wilson. Also present: David Ross of Compete-At. USCA staff members Rick Patzke, Scott Higgins, Terry Kolesar, Dawn Leurquin, Sandy Robinson, Bev Schroeder, and Ed Lukowich. Also Deb Moulton, Chair, Youth Curling Committee; Warren Lowe, WCF; Dave Carlson, Chair, Bylaws Committee; Cyndee Johnson, Committee Member (Coaching, Training & Instruction, Youth Curling); Sandra McMakin, Chair, Arena Curling Committee. 4. Appoint parliamentarian. West appointed Warren Lowe as Parliamentarian. 5. Additions/changes to printed agenda. None. 6. Approve minutes of previous Board meetings. Motion by Moore, Maier second, to approve the minutes of the September 15-16, 2007 USCA board meeting. Approved. 7. Ratify the actions taken by the Executive Committee. A. Motion by Badgero, Pelletier second, to ratify the Executive Committee actions taken at their meeting via conference call of October 17, 2007. Actions included operation of “stick” rule committee; disapproval of Rock Stars opportunity; support for the CurlTV agreement; and agreement to purchase some stones owned by the WCF that the USCA had been using. Approved. B. Motion by Maier, Tait second, to ratify the Executive Committee actions taken at their meeting via conference call of November 13, 2007. The only action taken was approval for COO to sign the USCA/USOC Content License Agreement. Approved. 8. Nominating Committee. Fenson reported. The Committee includes Fenson, Hatch, Carlson, Maskel and Swandby. Fenson presented the Committee’s slate of nominations (as listed below). For each position, Fenson invited nominations from the floor three times. There were no nominations from the floor. Nominations were closed. President: R. Chris Moore Vice President: Chris Sjue US Curling – Board Meeting Minutes – April 19-20, 2008 – 1 Vice President: James Pleasants Vice President: Kent Beadle Vice president: Walter Erbach Secretary and Treasurer: Jack Bernauer WCF Representative: Peggy Hatch Nominating Committee member: Leland Rich Board-elected director: Jack Bernauer, Beau Welling, Walter Erbach AAC director nominations: John Benton, Maureen Brunt, Nicole Joraanstad, Richard Maskel, Tom O’Connor, Bill Todhunter. Motion by Pelletier, Farr second, approve nominations (no election needed). Approved. 9. Miscellaneous items. West reported. She had attended the Men’s World Championship in Grand Forks. This is the USCA 50th anniversary year. The World Curling Federation honored the USCA in several ways at the event, including at a USCA-hosted reception held in honor of Lowe’s re- election as WCF Director of Finance; and receipt of a plaque congratulating the USCA on its 50th anniversary. Next year, at Moncton, will be the 50th anniversary of the World Men’s Championship. Jay Packard has submitted his resignation as a USCA director. He will stay involved with the Revenue Development committee, and thanks his fellow directors. Member-elected directors whose three-year terms are up include Jan Legacie (North Dakota), Tim Solie (Minnesota), Mark Swandby (Wisconsin), Sam Williams (Grand National) and Dick Urevig (Illinois, who cannot be re-elected due to term limit rule). 10. Finance. Andy Anderson reported. A. Anderson commented on results of the USOC Audit and Report for the period July 1, 2004 - June 30, 2006. A conference call was held, with Bernauer, Anderson, Patzke, Robinson and USOC’s Yoshimura. The USCA does not agree with USOC recommendation that USCA reduce the size of its board. “Directors corner” on USCA web site has responses posted. Anderson asked for approval for these responses. There were no comments by board members. Motion by Rich, Beadle second, to accept the USCA responses for submission to USOC. Approved. B. FY 2007 Audit Report. Bernauer encouraged comments or questions from directors about USCA responses to the auditor. Bernauer will visit the audit firm. One response will be amended related to software licensing. Motion by Bernauer, Beadle second, to accept the USCA responses for submission to the auditor. C. Donations Policy. The USCA policy regarding donations has been submitted to the auditors and the USCA’s attorney. The attorney recommended changes, which Anderson read (he had submitted these in writing to the board). The general theme is that the USCA desires unrestricted donations. Motion by Urevig, Badgero second, to approve the policy with the changes. Approved. US Curling – Board Meeting Minutes – April 19-20, 2008 – 2 D. Anderson reviewed in depth the Budget versus Actual results for FY2008 and the Balance Sheet as of 3/31/08. He reviewed USCA grant status with the Chicago Community Trust. The Finance Committee has reviewed unpaid dues status; the USCA continues to work with individual associations on this matter. The committee reviewed a proposal from Kay’s of Scotland regarding the possibility of selling stones to USCA, then USCA would sell the stones to its member clubs. The USCA is not in position to purchase the stones, rather, USCA should strive to expand its relationship with the WCF. The committee took a first look at clubs that have USCA/WCF stones; if they aren’t going to purchase the stones, those stones should be re-distributed to other clubs. The committee does not recommend purchase of stones from Kays. All is well with Potomac Curling Club loan and collateral status. E. USCA outside audit firm. It is appropriate to change firms periodically. At this time, the Finance Committee recommends retaining current auditor. Motion by Farr, Urevig second, to renew the annual contract with auditor Reilly, Penner and Benton. Approved. F. ACF&M. The American Curling Foundation & Museum is a USCA affiliate, but is a separate 501(c)(3) corporation. The committee recommends developing the ACF&M as a fund-generating entity to provide support for USCA. A brief update report was provided. G. Anderson reported on the status of the 2008 Pin Donation Program. Donations have declined in recent years. Some clubs donate a disproportionate burden. Recommendation is to keep the program, but modify/restructure, keeping rebates to clubs/member associations; providing an opportunity for people to donate to activities of the USCA (e.g., Senior Men’s and Women’s teams). H. Dues proposal for FY09. The committee recommends a small increase in dues. The last dues increase was two years ago. Household Head and other adult categories: +$2. The Other and Youth categories: no change; Junior category, +$1. Motion by Packard, Benton second, to approve a dues increase for FY09 as described above. A discussion ensued regarding creating a schedule for reviewing and increasing dues. A forecast has not been developed. Smaller, more frequent dues increases are more tolerable. Approved unanimously. 11. Treasurer A. Bernauer reported FY2008 interim results (reports are posted on the Directors Corner). The balance sheet is very clean. No issues or concerns. Cash is in good position. Operating statement: • USOC Joint Marketing Agreement: $50,000 signing bonus was not yet budgeted. • Chicago Community Trust: $80,000 grant request approved for 2008, with $20,000 increments each quarter, or $40,000 for FY08 and $40,000 in FY09 (August and November $20,000 each). The FY08 budget only included $20,000. • Dues revenue: $308,000 through 3/31/08. Nineteen clubs haven’t reported rosters/dues, most are small or new. The USCA is working with the associations that have not reported. Bernauer is confident the dues budget will be met. US Curling – Board Meeting Minutes – April 19-20, 2008 – 3 • Donation Program: Budget was $34,000, only $13,000 in now. In FY07, $13,000 was collected during the April-June period. • Expense variances: The CurlTV agreement was signed last fall, the $20,600 expense is not in the budget. All other expenses show relatively small variances. • Overall, the positives are strong, and Bernauer feels that the USCA should have a fairly good financial year for FY2008. Questions were asked and answered concerning CurlTV and also the Chicago Community Trust. 12. Bylaws committee. Carlson reported, and briefly reviewed the Amendments as posted. 1. Setting up reference to United States Olympic Committee as USOC, and using the “USOC” abbreviation. 2. Removing a reference to the constitution, since only the USOC bylaws apply. 3. Housekeeping change to a definition to be more consistent for “Club at Large” 4. Withdraw item #4. Proposed amendment was to change “curler” to “individual member.” There is continued discussion about meanings. Withdraw to avoid potential for inconsistency, and re-submit amendment at another time. 5. Deals with issue of what’s properly before the Members at meeting of Members, in order to bring into conformity with what actually happens at Members’ Meeting. 6. Deals with who can vote at Members’ Meeting. “Designated Representative” is defined to avoid multiple claims to vote. It is agreed to vote on amendment changes as a unit. Motion by Pelletier, Maier second, to approve By-Law amendment motions as noticed and proposed, with the exception of item #4 (6.1). Approved. 13. Vice President Operations and Marketing. West reported for Wilson. A. Human Resources. Swandby reported. Employee Handbook has been modified and had some re-grouping, including the addition of performance appraisal sections, per the Pros Consulting report. Changes will be posted on Director’s Corner. Employee development activities: • Patzke: OLY sports Leadership Program, includes 20 people. A joint program with the Kellogg School of Management at Northwestern University. A two-year, 26-day program.