As you are aware, USRowing has called a special meeting of organizational members on September 7 to vote on an amendment to its Articles of Incorporation. This change was prompted by the events last December, as well as conversations with the US Olympic Committee.  Below is some more information about this important topic.  We hope you will participate in the vote on September 7.

What ARE the Articles of Incorporation?

The Articles of Incorporation is a document USRowing is required to file with the State of Pennsylvania and it outlines the basic purpose of the Association.  

Purpose of the Amendment

The purpose of this proposed amendment is to bring USRowing into compliance with federal law and the United States Olympic Committee's (USOC) bylaws. The Ted Stevens Olympic and Amateur Sports Act (Ted Stevens Act) established the powers of the USOC and the National Governing Bodies (NGBs); it also lays out the rights of competing athletes. The USOC bylaws also define athletes' rights. One of the requirements of the Ted Stevens Act and the USOC bylaws is that athletes who are elected by their peers must be involved in making decisions about National and Olympic team issues such as team selection, athlete funding, etc.

Under USRowing’s current constitution and by-laws, decisions specifically concerning National Team and Olympic Team issues can be made by groups with no elected athlete representation, such as organizational members, putting USRowing in violation of the Ted Stevens Act. The proposed amendment addresses this by specifying who can make these decisions (essentially, a deliberative body that includes at least 20% athlete representation, per the Ted Stevens Act and the USOC bylaws).   

Why Amend the Articles of Incorporation and not the Constitution?

Due to the importance of complying with the Ted Stevens Act, it is critical that athlete representation on National and Olympic team issues be unassailable. By inserting this change into the articles of incorporation, it is more difficult to eliminate or amend the required athlete representation than amending USRowing’s constitution or by-laws. 
 
Important Information about the Meeting--READ THIS

Due to the current format of USRowing’s constitution and by-laws, language in the by-laws concerning quorum requirements is ineffectual. Therefore, the Pennsylvania non-profit corporations statute governs how USRowing can achieve a quorum for purposes of amending its Articles of Incorporation. This statute states that the quorum is 50% of all organizational members plus one. The rules further state that if USRowing doesn't have a quorum (including absentee ballots in the count), those who do attend the meeting can adjourn the meeting and reconvene immediately; if there is still no quorum (and there wouldn't be), the attendees can adjourn again and call the meeting at least 10 days later. AT THE THIRD MEETING, IF THERE IS NOT 50% PLUS ONE ATTENDANCE, THE ATTENDEES (AGAIN, INCLUDING ABSENTEE BALLOTS) AUTOMATICALLY CONSTITUTE A QUORUM.

This may strike you as strange at best and sneaky at worst. But it is state law, and since it is a significant challenge for USRowing to meet the Pennsylvania statute's quorum numbers, this is truly the only way the Association can pass any amendments. This complicated series of meetings, by the way, will likely happen at the Annual Meeting as well and is one of the driving forces behind USRowing’s effort to rewrite its constitution and by-laws.

Original Announcement of Special Meeting of Association Scheduled for Sept. 7

Letter to the Organizational Members Regarding Special Meeting Scheduled for September 7