U.S. SYNCHRONIZED SWIMMING BOARD OF GOVERNERS - MINUTES SEPTEMBER 16-17, 2011 JACKSONVILLE, FL President Duke Zielinski called the meeting to order at 8:05pm. He welcomed all to the USAS Convention and the Board of Governors meeting. I. AGENDA : The following agenda items were requested to be moved around i. Move Governance report to Sat AM ii. Move Judges report in place of the Governance report iii. Remove item 6a from the agenda since minutes are posted on the website. It was moved, seconded and accepted to change the meeting agenda per above. MSP Nichols II. SPECIAL INSTRUCTIONS : Parliamentarian Barbara Eaton read the Special Instructions and Standing Rules that are in place during the Board of Governors meeting. It was moved to accept special instructions. MSP Nichols III. INTRODUCTIONS : Dawn Bean introduced special guests: The very first synchronized swimming competition was held in 1939. The 3 women from the team that took part in this competition, Irene, Holly and Doris, were introduced and recognized by President Duke Zielinski and Judy McGowan. IV. MINUTES : The minutes of the Board of Governors meeting from September 18- 19, 2009 2010were approved as corrected (mainly formatting and spelling corrections). MSP Nichols V. FOUNDATION REPORT : Brian Eaton, newly elected Foundation President, provided the following highlights: a. $2.2MM in assets as of today b. $1.7MM in grants as of today c. Building Americas Teams program was launched 2 years ago with $84k raised to date. d. Paulette Roche introduced Lip Synch competition. Semifinal event took place during the Foundation Dinner last night. Bids and votes will be collected once the final round takes place. VI. ZONE REPORTS (filed and posted): a. North: presented by Ginny Jasontek (acting for Myrna Hagedorn) b. South: presented by Cheryl Cook c. East: presented by Laura Ehrenreich Page 1 of 12 d. West: presented by Patricia Jones VII. PRESIDENT’S REPORT : a. President Duke Zielinski explained the changes made to the BOD structure in the past year: USOC came to USSS with a request to make very strict changes with regards to its structure and terns of service. 4 board members graced us by accepting such request. Duke recognized Betty Hazle, Karen Rosolowski, Ginny Jasontek and Carole Mitchell and thanked them for many years of service to the organization. b. Duke discussed the mission of the organization and listed several important questions that we should be asking and answering: i. Governance – working through the uncomfortable time ii. Business – cycle of change iii. Budget constraints and finding creative solution to financial issues • Explained that we asked Foundation for a $100k loan, but that we don’t want to do so again, and need to start paying the loan off. • Shared that he asked each VP to work with their committees and find a way to raise $50k each c. Asked “What is USA Synchro today” d. Asked everyone to be bold, courageous and emphasized Trust. VIII. NOMINATING COMMITTEE REPORT : Chair Diane Hunsinger thanked the nominating committee for their work and presented the following nominations and asked for nominations from the floor: a. Treasurer: Nancy Rosengard and Tom Wiita. b. Olympic International VP: Nathalie Bartelson and Karen Josephson. c. Competitive Operations: Toby Smith. d. Marketing and Membership: Traci Lunsford. e. Vicky Knutsen nominated Joanna Scoons for Marketing VP from the floor. f. No additional nominations were made from the floor and the ballot was closed. g. It was moved, seconded and approved to accept the VP Operations ballot by acclamation. MSP McGowan IX. EDUCATION AND CERTIFICATION : Vice President Shannon Korpela recognized all the judges who attended National Championships and presented them with the certificates of recognition based on the number of national and international competitions a judge attended in 2010. X. AUDIT COMMITTEE REPORT: Toby Smith submitted a written report and provided the following highlights from the committee work over the past year: Page 2 of 12 a. Audit of 2010 and 2009 Financial Statements was performed by our Independent Auditor, Dunbar, Cook & Shepard, P.C. The Audit Committee found no reason to disagree with the Representation Letter. Thus the Audit Committee recommended that the Board accept the Audit and 2010 Financial Statements. b. Reviewed the USOC Audit of USA Synchro for 2008 and 2009 and made several recommendations to the Board including recommending that the Treasurer propose amendments to the Financial Policy and Procedures Manual to improve financial controls recommended by the USOC. To date, we have not seen such amendments and urge that the Treasurer take immediate action on the recommendations. XI. ETHICS COMMITTEE: Laurette Longmire, the chair of the Ethics Committee, thanked the committee for their work. a. The committee was formed in May 2011 b. Drafted and presented a new policy statement to the BOD and all committee members. This policy will require every BOD member to disclose any actual or perceived Conflict of Interest (CoI) prior to any meeting/discussion. c. In disclosing CoI, the board is not discouraging members to participate in a discussion, but rather by disclosing, they have an ability to recuse themselves from a topic. d. At the start of every meeting or conference call, the very first agenda item would call for a CoI disclosure as it pertains to the agenda of the meeting. Such CoI would be documented in the form and filed with the Executive Director. e. Policy for Confidentiality is currently in the works. f. Betty Hazle asked a question: when will this rule be in affect? Laurette reported that the BOD approved this new policy on 9/14 in concept. The committee needs to make a few revisions and will get back to the BOD for a final approval in 3-5 weeks. XII. EXECUTIVE DIRECTOR’S REPORT : Executive Director Terry Harper introduced special guests: Rachel Isaacs and Stephanie Isley from the USOC and provided updates on the following topics: a. Nationals Teams – presented HP plan to USOC in August. b. Education – upcoming coaches’ college and addition of skills competition where we saw much higher attendance than expected. The meeting was recessed until 9am, Saturday, September 17, 2011. c. President Duke Zielinski introduced Kent Burgene, a new independent director to the Board. Kent said a few words about why he joined the organization. d. Janet Redwine asked Terry a question: “Office staff is underpaid and overworked. We have resources in the organization that are untapped. Why Page 3 of 12 are we not using them?” Terry assured that the office would be happy to use these resources and is also working on employing the interns. e. Betty Hazle asked if we have any new sponsors. Terry reported that we have 2 that we are negotiating with for several months now, and one is very close to the positive outcome and will have a “dollar” contribution. f. Betty Hazle asked what apparel company was used to prove for NT uniforms. Terry responded that this was a sensitive matter and he would prefer to not state the name. Betty requested that all FINA judges are outfitted from the same company. g. Karen Rosolowski asked how did the arrangement with the consultant bringing us additional sponsorship worked. Terry answered that both potential new sponsors were brought by the consultant. h. Charlotte Davis asked what specific events necessitated asking for a $100k loan from the Foundation and what are the plans to pay it back? Terry responded that the loan was not necessitated by events in 2010, but rather the plans for the National team in 2011. The terms of the loan are payable in 5 years and plans will be developed as we plan 2012 budget. i. Carole Mitchell requested that after each BOD call or a meeting an email is sent to the membership with the link to the meeting minutes. j. Sue Nesbitt asked why Junior World event lost money. What is the breakdown of the areas where we lost money? Terry responded that we didn’t contract a meet host who can take a risk for the event. USSS organization took on this event as a host. Ginny Jasontek helped answering this question: i. FINA has very tight requirements including doping control, doctors at events, FINA members traveling business class, deck look, etc… All of these has a price tag ii. Ginny didn’t think that there poor planning contributed to the deficit, quite opposite – many volunteers worked long hours to plan for this event. But the costs of putting such a high class event pushed the budget to be $25k in deficit. k. Dawn Bean wanted to know the plans to pay the Foundation loan back. Terry responded that budgeting process starts now and staff will making a proposal to the BOD and then work together to implement it. l. Karen Rosolowski asked if we have a strategic plan under which we currently operate. Duke responded that USOC offered their resources to help us with future planning. XIII. MARKETING & MEMBER SERVCIES: a. Awards: Chair Judy McGowan talked about our organization losing two valuable members: i. Del Niel, who was “Mr. Rules” in his tenure with USSS and ii. Margaret Forbes, one of the “giants” in the organization who will be remembered for her creativity and her talents in coaching. She was the first person inducted into San Antonio hall of fame. Page 4 of 12 b. Judy recognized all members of the History Subcommittee and requested 2 hours for the awards committee meeting at the next convention. Presented the following awards: 1. Athlete awards • Athlete of the Year and USOC Athlete of the Year – Mary Killman • USSS Hall of Fame – Bill May 2. Coaches Awards • Recognized last October: Masters’ Coach of the Year - Dawn Bean • Previously recognized at events this year: o Collegiate Coach of the Year – Linda Witter o Junior Coach of the Year – Kim Probst, Walnut Aquanuts o Senior Coach of the Year – Linda Witter, Ohio State University • Coaches named at convention o Coaching Merit Award – Presented to a coach of an established club (previous Age Group finalists) other than the head coach, who has developed athletes who have attained finals at the U.S.