Updated May 15, 2008

Dear USRowing Member,

On July 19, 2008, the organizational members of USRowing will be asked to approve significant changes in the organization’s governing documents. The proposed changes were developed over the last four years through a process that involved people from all areas of rowing. The driving factors behind the new governance documents are to:

• Meet the requirements of the Ted Stevens Olympic and Amateur Sport Act; and
• Make USRowing’s governance a model of non-profit organizations best practices.

The process also was guided by the desire to simplify and remove the inconsistencies in the governing documents and comply with all of the legal requirements of being a non-profit incorporated in Pennsylvania.

Ted Stevens Olympic and Amateur Sports Act (“the Ted Stevens Act”)

The Ted Stevens Act, 36 U.S.C. §220501 et seq., amended the 1978 Sports Act and governs the United States Olympic Committee (“USOC”) and all National Governing Bodies (“NGBs”), such as USRowing. The Ted Stevens Act requires that “athletes” have 20 percent membership and voting power on all governing bodies within the USOC and the NGBs. The current interpretation of a “governing body” includes the Board of Directors and any committee or body that is defined in the governing documents of the organization. While most members of USRowing are athletes, the Ted Stevens Act provides a more limited definition of “athlete.” For USRowing, an “athlete” must have:

• Represented the United States in the Olympic, Paralympics, Pan American Games or Senior World Championship within the last 10 years; or

Currently, the USRowing Board of Directors and High Performance Committee meet the requirements of the Ted Stevens Act. But to come into full compliance, the voting power and membership of the organization and committees also must meet the 20 percent “athlete” requirement.     

Non-Profit Best Practices

What is a “best practice” and how does USRowing measure up? Answering these questions were the first challenges that faced USRowing Board of Directors in 2004. The investigation into what the best practices are for non-profit organizations led to the adoption of a policy driven model of governance. The policy model dictates that:

• The members of USRowing are the owners of USRowing;
• The Board of Directors represent these owners;
• The Board of Directors sets the policy of the organization, the big picture; and
• The Executive Director is responsible and accountable for carrying out the policies.

The next step in the process was determining how USRowing measured up against this model. An examination of the current organization showed that there were a number of areas that needed to be addressed to achieve best practice status. Among these are:

• The Executive Director does not have responsibility for all of the areas of USRowing charged with carrying out the organization’s goals. While the USRowing staff reports to the Executive Director, the committees report directly to the Board.
• The Board dictates more than policy. At times, the Board plays an active role in day-to-day operations, often driven by a particular special interest, which reduces the effectiveness of the organization.
• The professional staff has their finger on the pulse and daily requirements of the rowing community but can be hampered by needing approval of the volunteer Board.
• A 20 member Board of Directors was not effective or efficient.
• Committees were not active nor engaged in the activities defined in the governing documents.
• The quorum requirement for actions and meetings of USRowing has rarely been met, requiring the reliance on a lengthy statutory process (only 17 of 1068 organizational members were represented at this year’s annual meeting).

USRowing currently is governed by its Articles of Incorporation, Constitution and By-Law. Over the years, these documents have been modified and revised. The result of these changes is a set of documents that are complex and, in places, appear to conflict with each other. Providing a clear and concise set of documents became a goal of the process.

A New Governance Structure

After identifying the above issues, a task force was established to develop an organization that implemented the best practices. Between 2004 and 2007, the task force crafted a new governance structure and the associated governing documents. These documents comply with the Ted Stevens Act and bring best practices for non-profit corporations to USRowing. 

Some of these identified actions have already been implemented. In 2006, the organizational members approved a restructuring of the Board of Directors, decreasing it from 20 members to 14 members. The Referee Committee was restructured to provide for Ted Stevens and best practice compliance. An additional Article VII was also added to the Articles of Incorporation. Article VII requires that the National Team Selection Procedures comply with the Ted Stevens Act and USOC funds must be used for their designated purpose. 

The final step of the recommended changes is a proposed set of By-Laws that will provide the foundation for the governance of USRowing. The new By-Laws will replace the current Constitution and By-Laws and join the Articles of Incorporation of the Association as the governing documents. The highlights of the new governance structure are:

• USRowing Mission Statement is revised to add clarity and understanding;
• All of the Committees will report to the Executive Director, who will then be fully responsible and accountable to fulfill the policies of USRowing;
• An Athlete class of membership is created to enable Ted Stevens Act compliance;
• Committees are restructured to ensure that 20 percent of the membership are “athletes” in compliance with the Ted Stevens Act;
• A Junior High Performance Committees is established to develop and select the athletes and teams to represent the United States at the Junior World Championships, replacing the Junior Men’s Committee and the Junior Women’s Committee;
• An Adaptive High Performance Committee is established to develop and select the athletes and teams to represent the United States at the Paralympics and World Championships;
• Elections and terms of office for the Board and Committees are unified;
• The quorum requirement for actions of the Association is reduced to 10 percent;
• The powers of the Board are revised to reflect the policy model; and
• The rights reserved for the members, as defined in Pennsylvania Statues, are clearly defined.

In the Governance section of USRowing’s Web site, you will find a copy of the proposed By-Laws, materials that more fully explain the new By-Laws, and a video presentation made by the Association’s President, Don Langford, about the new By-Laws. Please take a moment to review these materials by clicking here.

The Board of Directors voted unanimously to support the new governance structure and By-Laws. We feel that it is an important step in positioning USRowing to stay relevant and serve our growing rowing community. We seek the membership’s support by approving these changes at the July 19, 2008, Special Meeting of the Association.

If you have further questions, please contact a member of the Board of Directors.

Sincerely,

The USRowing Board of Directors