USRowing Board of Directors

Board Meeting

Jack London Aquatic Training Center

Oakland, CA

February 26-27, 2005

February 26

8:00 AM

Attendance: Bebe Bryans, Ron Chen, Pete Cipollone, Tom Fuller, Barb Grudt, Alice Henderson, Bill Howard, Kate Johnson, Robert Kidd, Don Langford, Ted Patton, Nick Peterson, Jean Reilly, Chris Ryan, Tessa Spillane, Phil Sutton, Elmira Togliatti, Brian Volpenhein.

Others Present: Tes Carpenter ((Membership & Events), Glenn Merry (Interim Executive Director), Garrett Klugh, Greg Ruckman

To excuse the following absent board members: Christine Collins, Laura Kunkemeuller, Anna Mickelson.

Glenn Merry made a presentation to the NRF in January which resulted in an increased donation to USRowing from the anticipated $75,000 to

$250,000. Don Langford has requested that the Board show reciprocal support of the NRF by making appropriate individual donations to the

NRF with the goal of 100% participation by the Board.

2. Introduction of New Members [Sutton]

Anna Mickelson and Brian Volpenheim are the new female and male athlete representatives to the Board. Kate Johnson and Pete

Cipollone are the new female and male Athlete Advisory Council representatives. Laura Kunkemueller is the new female representative

To approve the December, 2004 minutes with the following changes: Round Table Discussions: 1)Under the Junior Committee report, Ed Maxwell indicated that an endowment already has been formed. It is not just being started, and 2)Under the Masters Committee report, the $7700 raised in the past two years is being given to the Junior National Teams.

All in favor: Motion passes

Greg Ruckman suggested posting the Board's meeting agenda on the web site prior to Board meetings to enable people to approach Board members ahead of time about matters they would like to see discussed. This will be done for future meetings.

5. Financial results for 2004:

Moved to Sunday

6. Governance

Nick Peterson presented the recent work by the Governance Task Force exploring the possibilities of applying the Carver "Policy Governance" model to the governing of USRowing. The model defines the Board as a "policy" board, rather than a "working" board. Under the Carver model, a strong Executive Director is imperative. The Executive Director would be responsible for implementing the policies of the Board. Staff would implement policy at the direction of the Executive Director, making presentations to the Board about progress toward goals and expectations, rather than the reverse. Board members would not interact directly with staff. Standing committees would take on more responsibility for the implementation of the Board's policies, reporting back to the Board. Time frames would be set for the implementation of policies. Fundraising would be the responsibility of the Executive Director. In theory, there would be no need for an Executive Committee of the Board, because the full Board would vote on all policies and use a simple majority to make decisions. A strong President would be essential, because the Executive Director would use the President as a sounding board for ideas and adherence to policy.

For the Carver model to succeed, a clear vision, mission statement, and strategic framework would need to be established to guide the policy formation and decision making of the Board. One example of the way Carver might work can be seen in the discussions about the possible relocation of USRowing headquarters. Rather than the Board taking this on as a project, it would be delegated to the Executive Director to research and make recommendations back to the Board. The Executive Director deals daily with staff and the issues facing the daily operation of the organization. He/She is in the best position to consider the implications of a move and consider alternatives within the criteria set by the Board.

MOTION: [Kidd/Fuller]

Adopt as rules of operation of the Board for the 2005-8 quadrennium the 10 principles of policy governance described on pages 9-11 of the Governance Task Force report. The Governance Task Force is directed to generate a Board Policy Manual according to Carver's "policy governance" principles including the bench marks for evaluating the success of the principles.

Y-16, N-0, A-1

Motion Passes

"Ownership":

Exercises were conducted in small groups to determine who the "owners" of USRowing are. "Ownership" was defined as the population on whose behalf the organization must exist. The current consensus is that USRowing's "owners" are "the rowers". "Stakeholders" were defined as all others with a vested interest in USRowing.

Mission Statement

The current Mission Statement of USRowing is "USRowing exists to serve its members, providing leadership and opportunities for all people to experience rowing from recreation to Olympic victory. To have the sport of rowing and its organization serve as a model of Leadership, Excellence, Service." Another "mission statement" that has been recognized by some Board Members is "Members and Medals." The purpose of mission statements was discussed along with the parameters of an effective mission statement. The Board feels that the current Mission Statement is too general to guide USRowing under a "policy governance" model. The Governance Task Force has been directed to draft a new Mission Statement (in the next two weeks) using the following tentative statement and criteria:

"It is the mission of USRowing to provide opportunities to achieve excellence in rowing."

* identify and develop athletes and coaches to win Olympic medals

* provide safe, fair racing opportunities to its members

* increase lifetime participation in rowing

o insurance

o how to start a club

* Provide advanced education programs

Carver on budgets: [Fuller]

Pg. 12-14 of the Governance Task Force report

1. Establish "Budget Policy"

2. Establish "Fiscal Condition Policy"

3. Establish "Monitoring Policy"

Under the Carver model, the Executive Director creates the budget based on policy. Reports to the Board are based on percentages rather than specific numbers. Budget values are controlled, rather than budget numbers. Budget categories and programs need to be defined. The Finance Committee will take this year's budget and apply this percentage policy theory to see what it might actually look like.

MOTION: [Kidd/Fuller]

Adopt three Governance Task Force recommendations: 1) Govern USRowing's financial planning by controlling budget values rather than budget numbers, 2) Draft a policy that safeguards USRowing's actual fiscal health, 3) Monitor fiscal management by comparing what is actually occurring in USRowing to the board policies created. The Finance Committee will apply these policies to the current budget and come back with an implementation plan by the July board meeting. Y-16, N-0, A-1 Motion Passes

Carver on Constituent Representation vs. Board-Ownership Linkage: [Peterson] Pg. 15-17 of the Governance Task Force Report

Recommendations:

1. Eliminate constituent representation on the board

2. Strengthen linkage to the ownership

3. Eliminate gender parity requirements

4. Allow for the inclusion of significant "outside" expertise 5. Form a non-board nominating committee 6. Impose term limits on directors

Procedural MOTION: [Cipollone/Ryan]

Debate and vote on each of the six recommendations. Chair accepts

Straw vote on Recommendation #1:

Keep 6 regions represented on the Board, one rep from each region (Passes)

Recommendation #3:

MOTION: [Fuller/Reilly]

Eliminate the gender parity requirements for ALL other (non-regional) positions on the board except the athlete representatives.

Y-7, N-8, A-2

Motion Fails

MOTION: [Kidd/Cipollone]

Retain gender parity for four positions, the two at-large representatives and the male and female Vice Presidents.

Y-11, N-6, A-0

Motion Passes

Recommendation #4:

MOTION: [Cipillone/Kidd]

Eliminate the requirement that at-large representatives on the Board be individual or organizational members. No direct affiliation with

rowing is necessary for at-large positions.

All in Favor

Motion Passes

Recommendation #5:

MOTION [Chen/Howard]

The Board directs the Governance Task Force to develop a model of a non-board nominating committee for review at the July board meeting.

Y-11, N-5, A-1

Motion passes

Recommendation #6:

Term Limits:

Straw vote: Place a limit on the number of consecutive terms served (Fails)

Straw vote: No one serves more than 10 consecutive yrs. (Passes)

MOTION: [Cipollone/Spillane]

To instruct the Governance Task Force to include term limits of not more than 10 years in its proposal for the July board meeting.

Y-11, N-5, A-1

Motion Passes

Straw Vote: [Ryan]

Executive Committee: Keep the Executive Committee as constituted now in the Carver model going forward.

Y-4, N-5, A-7

Motion Fails

Straw Vote: [Reilly]

Fundraising: Should the Board be responsible for fundraising? As its primary role, no. The Board's primary job is to provide services to its members. The Executive Director generates corporate dollars and USOC funding. The NRF raises individual donations. The Hollenback Fund is developed by USRowing staff from individual sources

.

Straw Vote: [Ryan]

Board Size: Reduce the Board size by eliminating the two Vice Presidents elected by individual members. The Board shall elect Vice Presidents from within like other officers.

Y-3, N-8, A-2

Motion Fails

In considering reducing the size of the Board, Nick Peterson recommends building up from a minimum number of directors, for example, 6 regional representatives, 2 athlete representatives, 2 at-large representatives. Have individual members elect directors. Tom Fuller suggests keeping four athlete reps, because their training schedules may preclude them all from being at every meeting.

6:30 PM Adjourned

Sunday, February 27, 2005

8:00 AM

Sutton: Lake Lanier is preparing a combined bid for the 2009 Jr. Worlds and Under 23 World Championships.

1. High Performance Committee Elections

Executive Session: to discuss candidates:

Glenn Merry present.

MOTION: [Chen/Henderson]

Elect to the High Performance Committee Jon Bernstein, Jay Feenan, Kris Karlson, Linda Muri, Steve Peterson

All in Favor: Motion Passes

2. Search Committee Report: [Howard]

There has been a strong response to advertisements for the Executive Director position. The Women in Sports web site yielded the majority of responses, both male and female. Emphasis on the fundraising role of the Executive Director needs to be emphasized during the interview process along with the status of the possible relocation of headquarters.

Executive Session: to discuss candidates.

MOTION: [Cipollone/Reilly]

Task Executive Director with making sure there is a two-week review and feedback period for any product produced by the High Performance Committee. For exceptional circumstances, the Executive Committee can shorten the review period. There is only one public review period.

All in favor: Motion Passes

Athlete Board reps need to select member for EC by end of this week.

3. Relocation Committee Report: [Chen]

The terms of the current lease were discussed along with future stadium development plans in downtown Indianapolis and the potential effect of that development on office space when the stadium is complete. A reduction in unused office space at current headquarters will help to balance increasing property taxes.

Other considerations in looking at relocation are:

* Access to USRowing's members and constituencies

* Proximity to a major rowing venue

* Access to potential sponsors and funding resources

* Access to a major transportation hub

* Local community support and enthusiasm for rowing

* Availability of suitable office space (as described below)

* Occupancy costs

* Cost of living and appropriate lifestyle for employees

MOTION: [Ryan/Henderson]

Table discussion of relocation.

Y-2, N-11, A-1

Motion Fails

4. Website Redesign Status: [Reilly]

Leading up to this point, the Membership Task Force has looked at what members want on the USRowing website. A bid packet was put together including a current site map and a proposed site map. Bids to host the website were received from 10 companies. This list was reduced to three and more research was conducted. Pathway Productions will be signed to provide the new web site. The Membership Task Force and Brett will continue moving forward with the website.

5. Financial Report: [Merry]

In 2004 expenses exceeded revenue by $156,000. The two primary reasons for this were 1) changing insurance carriers and having to expense all members insurance that would have rolled over into 2005 from the old policy to the new policy, and 2) having to pay for shipping boats back from the Olympics when the USOC was expected to cover this expense. Still looking for ways to cut costs in 2005.

6. Membership Report: [Merry]

There is not much change in individual membership from expected numbers. Organizational memberships are up from this time last year. If extra money is raised from memberships this year, a "yearbook" (year in review) will be produced for members. This should be determined in June.

It is anticipated that more events will be registered this year than last. Registered regattas are driving an increase in both individual and organizational membership.

7. Next Meeting: The next Board meeting is currently scheduled for Chicago on July 23 & 24, 2005, the same date as Nationals. Interest was expressed in meeting at Lake Mercer to familiarize Board members with the training center. The date and place of the next meeting will be decided shortly.

October Meeting: On October 8-9, 2005, Wyandotte Boat Club will host the Board meeting in Michigan.

10:30 AM Meeting Adjourned

Respectfully Submitted by,

Barb Kirch Grudt, Secretary

March 7, 2005