Board Governance Frequently Asked Questions

Board Governance Frequently Asked Questions

 | Friday, June 23, 2017

Click on the question to expand the answer.

General Questions regarding the Recommendations:

USA Swimming has grown and matured as an organization since the current structure was put in place. Public, legal, and member expectations of the governing board are much greater than in the past. The current board acknowledges the need to be more strategic, more results focused and more accountable. By changing to a structure and process that facilitates a strategic governance approach, the Board will be better positioned to ensure the continued growth and excellence of the USA Swimming brand.
It is very difficult for any Board to focus on strategic issues and directions when it is dealing with management and operational matters. A strong majority of the current Board acknowledges that its structure is cumbersome, and ultimately limiting to its productivity on behalf of the membership and the sport. Without a change in structure and process, it will be much more difficult for our Board to anticipate challenges and opportunities and focus 10 years out to build a strong future for USA Swimming.
These changes won’t make swimmers faster; athletes and coaches develop success in the pool. The proposed changes, however, will enable a strategically focused Board to effectively support performance by setting and maintaining clear performance standards for the organization.

This change only affects the Bylaws component of the USA Swimming Rulebook, and only the internal governance functions within the Bylaws. In the new structure, the House of Delegates will retain approval of changes to the rules of the sport; changes to the composition of the House of Delegates; changes to the composition of the Board, or to the number of which are elected by the HOD; and changes to the fees in the existing membership categories.

The USA Swimming Articles of Incorporation give the Board of Directors the power to alter, amend or repeal the bylaws, so this change will bring the organization back into compliance with that document. Amending the Articles was considered, but virtually all legal opinions sought reinforced that the Board of Directors, not the House of Delegates, has the fiduciary duties and responsibilities for the organization. Based on this input, the Board should have authority over the Bylaws.

There are many reasons this component is included. Having “independent” directors is strongly suggested by the NGB Council and the Athletes Advisory Council, and is considered a best-practice, especially for a 501(c)(3) organization like USA Swimming. We want to make it possible to attract talented, experienced people who bring a fresh perspective and new ideas as well as independent, objective views. This is a recognized “best practice” in governance and business. The Task Force believes that having up to 2 or 3 of our 15 voting Board members NOT having served in leadership roles will be to the advantage of the membership. Examples of the individuals that we could attract are highly successful business leaders and retired swimmers with advanced degrees and professional experience.

Keep in mind that the value and applicability of the “independent” perspective is very much tied to the governance role of the national organization. It does not parallel that of LSCs, which must be operationally focused, and for which the value of “independent” directors would certainly be much more questionable.

The Task Force gave extensive consideration to, and acknowledges that there is great value in the role of “independent” directors, as broadly considered and practiced. The “semi”- independent qualification was incorporated to reflect the long-held norm that USA Swimming Board members should have a personal basis for passion/connection with the sport.

This phrase refers to someone who at present or in the past has/had an obvious connection to the sport as a swimmer, parent of a swimmer, coach, official, etc.

Anyone who, prior to election, has ever been a member of the USA Swimming House of Delegates or a member of a LSC House of Delegates is not eligible for the semi-independent positions.

Nominations taken from the floor would bypass the assurances of qualifications that are being built into the new nominating and vetting process. That is why we created the Nomination by Petition process (pg. 44 of the report). In our current election process, we rarely have nominations from the floor of the House of Delegates.
The CEO is the staff member directly responsible to the Board for the day-to-day operations of the organization. Our President/CEO (formerly Executive Director) has always attended Board meetings with voice but no vote. This inclusion is an important formality – but not a functional change.

This process is also now considered a best-practice for a 501(c)(3) nonprofit organization, particularly when its Board structure and role are focused on governance (with a professional staff in place). This mitigates many of the risks, both political and dealing with continuity of strategy/leadership, that accompany individuals campaigning for office and taking office with their own agenda, or feeling obliged to advance the interests of those who voted for them instead of the duty of loyalty to the organization.

It also ensures that all qualified candidates on the ballot have a chance to get elected to the Board. In the current process, we often lose the benefit of the service of the runner-up in the individual board chair and vice chair elections.

No. The transition plan fully respects previous House of Delegates votes by allowing incumbent directors to complete their full term.

Under the new Board Governance recommendations, no affiliate members will have a seat on the Board. Additionally, no allied member will have an ex-officio seat on the board (simply by being an allied member). However, the Ted Stevens Olympic and Amateur Sports Act requires that all National Governing Bodies, including USA Swimming, provide for direct representation on their board for any amateur sports organization that conducts a national program on a level of proficiency appropriate for the selection of athletes to represent the United States in international competition.

Because there is no requirement that an allied member conduct a national program on a level of proficiency appropriate for the selection of swimmers to represent the United States in international swimming competition, the Board will determine whether any allied member(s) satisfies the Sports Act criteria.

If the Board finds that one or more allied members satisfies the Sports Act criteria, then one seat on the Board will be reserved for those organization(s) to select a director. If the Board decides that no allied member satisfies the Sports Act criteria, then the House of Delegates will elect another semi-independent, at-large voting member. Under either circumstance, the Board will have fifteen voting members.

Having and developing stronger relationships and strategic partnerships with our allied and affiliate members is a priority, the success of which is not contingent on these organizations having a fixed seat on the Board.

Yes, under the new structure, term service will go to zero (0) for incumbent Board members.
Upon election of the Chair-Elect, to protect continuity of governance leadership, that individual’s term is automatically extended through their service as Board Chair and Immediate Past Chair.
No. The Board Chair will serve a single 4-year term. Conceivably, if that individual is later re-elected to the Board, they would be eligible for officer Service once again.
Consistent with governance best-practices, this officer will advise the Board on matters of fiscal policy, and serve as chairperson of the Board’s Audit Committee. In addition to engaging and working with the external auditor, this committee will assist the Board in performing internal monitoring to ensure financial management is compliant with Board-established standards.
On a high-performing Governance Board it is essential that all Board members possess some level of basic financial literacy. A Governance Board will not be at its best if a majority of the Board rely on the “Money Guru” on the Board to address financial questions. All Board members should have a comfort level and understanding of the organization’s Balance Sheet, Income Statement and other financial statements. Full understanding of the organization’s financial health and priorities can only be assessed through an understanding of these documents. This isn’t to say that all Board members need to be CPAs or Financial geniuses, but they all do need to be familiar enough with the statements in order to carry out Board members’ fiduciary duties – loyalty, obedience and most importantly, care.
Doing so would delay the shift to a strategic focus which will delay the value being realized by the intended changes. That approach would also require our new CEO and the organization to go through two transitions. Now is the perfect time to incorporate these changes and give everyone a fresh start.
The Board’s fiduciary Duty of Loyalty requires that all Board members demonstrate fidelity to the interests of the entire organization, and the current large, constituency-based board composition focuses Board members on smaller constituencies within the membership, The Board will be focused on the organization as a whole, rather than a particular subset of members. Research into governance best-practices consistently shows that a smaller board does not translate to fewer voices being heard and considered, just fewer that have a seat at the table at all times, for all issues.
Rather than reduce, the changes will, consistent with the change of title (from “President”) in 2016, clarify and focus the Board Chair’s role and duties. He or she will continue to preside at Board meetings, serve as the Board’s chief spokesperson and liaison to/with the CEO. His/her primary responsibility is to ensure that the Board fulfills its collective role, and the Board in turn holds the CEO accountable for operations.
These functions and committee responsibilities will fall to the President/CEO (or his designee). These responsibilities will be one of the accountabilities that the CEO will be evaluated on by the Board.
With Program Operations going away, there is still a need for volunteers to perform several of the functions that were performed by that Vice Chair. To address that need, the task force proposes that a new operating committee be created – the Program & Events Committee - responsible for the following functions.
  • Perform the same functions at our national level meets including responsibility for the overall conduct of the meets that are currently performed by the Program Operations Vice Chair
  • Provide oversight for the Officials Committee including the naming of meet referees and assigned officials and help with the strategic direction for officials in the USA
This committee will be small, 3-4 non-athletes, with extensive national meet management experience plus one athlete member. For national events, one of the non-athlete members will be assigned to perform the functions now performed by the Program Operations Vice Chair.
In fact, the immediate past Board Chair will have a seat on the Board and will provide institutional memory and continuity. The expertise and perspectives of other past presidents/Board Chairs will be sought on a regular basis by the Board and the President/CEO. Persons in roles with FINA, the USOC, United States Aquatic Sports, the USA Swimming Foundation, US Masters, ASCA, etc. will be invited to attend meetings of the Board when matters arise or strategic discussions involving their areas of expertise are scheduled.
Board member responsibilities and conduct expectations will be clarified and enforced. Individual responsibilities include attendance, preparation, and responsiveness to Board and CEO requests for feedback. Conduct expectations include fiduciary duties, conflict of interest policy, and confidentiality.
In dynamic organizations, the needed skill sets may evolve over time. Immediately, emphasis will be to recruit and nominate individuals who have demonstrated experience and leadership in thinking strategically, participating effectively in group decision-making, and exercising oversight for a large nonprofit or multi-million-dollar corporation.
To guarantee that our National Team and Olympic coaches have a direct voice on the Board, and to convey explicitly that while the aim is to make the Board/organization more strategic in its focus, there will be no diminishment of the importance of our success in fielding Olympic and World Championship teams.
The final report and recommendations will be publicized in numerous ways including a dedicated page on the website; pushing information to the HOD; conducting a town hall meeting at the World Trials and possibly other late summer events; sending a press release and staging an interview with the media; conducting a webinar presentation; putting articles in USA Swimming newsletter publications; speaking at Zone Meetings at Convention; and holding a town hall meeting on Thursday night at the Convention.

Questions related to Committees:

The changes recommended include a reorganization of the current committee structure. There will be two types of committees – Standing Committees of the USA Swimming Board of Directors (Board committees) and Operating committees. Board committees are those engaged in functions for which the Board assumes direct responsibility (i.e. does not hold the CEO accountable), and will be selected by the Board Chair or his/her designee, and be responsible to the Board. Operating Committees are, by definition, those engaged in functions for which the Board holds the CEO accountable for success. Therefore, they will be selected by and responsible to the President/CEO or his designee. The only exception to this is the selection of the Chair of the Rules Committee who will be appointed by the Board Chair with approval by the House of Delegates (see question #4 below).

Board Committees will include the Athletes Executive Committee, Audit, Credential/Elections, Investment, National Board of Review, and the new Nominating Committee. The Executive Committee, which has been essentially the “Board within the Board,” will be discontinued. The Governance Committee will be considered a “Board Committee” and established in Board policy. The 21 remaining committees (those not named herein) and the new Program & Events Committee will be Operating Committees.

These committees will continue to serve a key role in supporting the needs of USA Swimming members. Under the authority of the President/CEO, Director level or higher staff will assume the current role of the Vice Chairs and act as a staff leader. The CEO will assign a staff leader to oversee and be responsible for each Operating Committee.

The staff leader will be responsible for the selection of the committee chair and the staff liaison with the approval of the CEO. Consultation with prior volunteer leaders on those committees in naming the new chair would be appropriate. The committee chair and the staff liaison, utilizing input from current committee members and others as appropriate, will work together to select the committee members. These selections will be subject to the approval of the staff leader and the CEO.

At this point, the existing rules and policies regarding committees will remain in place.

The Operating Committees’ functioning and productivity will be among the accountabilities that the CEO will be evaluated on by the Board.
The process will essentially be the same as the current selection method. Since the new Board Chair will not be known at the time of the House of Delegates meeting in 2018, the current Board chair will need to stay in that role until the Board meeting subsequent to the House of Delegates meeting. Therefore, the plan is for the outgoing Board Chair to nominate the Rules & Regulations Committee Chair to the House of Delegates in 2018. Every two years thereafter, the current Board Chair will continue to nominate the Rules & Regulations Committee Chair to the House of Delegates.

As is currently the case, not all members of all committees will have a vote in the House of Delegates. Following existing rules, the committees whose voting members will have votes in the House of Delegates are:

Athletes Executive Committee National Team Athletes Committee Rules & Regulations Committee Registration/Membership Committee Credentials/Elections Committee National Team Steering Committee Senior Development Committee Age Group Development Committee

Questions related to the new Program and Events Committee:

The changes recommended include a reorganization of the current committee structure. There will be two types of committees – Standing Committees of the USA Swimming Board of Directors (Board committees) and Operating committees. Board committees are those engaged in functions for which the Board assumes direct responsibility (i.e. does not hold the CEO accountable), and will be selected by the Board Chair or his/her designee, and be responsible to the Board. Operating Committees are, by definition, those engaged in functions for which the Board holds the CEO accountable for success. Therefore, they will be selected by and responsible to the President/CEO or his designee. The only exception to this is the selection of the Chair of the Rules Committee who will be appointed by the Board Chair with approval by the House of Delegates (see question #4 below).

Board Committees will include the Athletes Executive Committee, Audit, Credential/Elections, Investment, National Board of Review, and the new Nominating Committee. The Executive Committee, which has been essentially the “Board within the Board,” will be discontinued. The Governance Committee will be considered a “Board Committee” and established in Board policy. The 21 remaining committees (those not named herein) and the new Program & Events Committee will be Operating Committees.

Just as all other operational committees are named, this committee will be named by staff. Unlike the Officials Committee, we do have staff who are experienced in what it takes to perform the functions of this new committee, especially for the national events functions.

The Times and Recognition Committee and the Championship Meet Evaluation Committee will be operating committees under the President/CEO or his designee. There are staff members that are very familiar with the functions of these committees and will be able to name the chair and participate in the naming of committee members.


Questions related to LSCs & Zones

There will be no structural impact on LSCs. We are shifting the National Board of Directors from a management board to a governing board focused on strategic direction and high-level oversight of the CEO and the operations of USA Swimming. This governance model is not applicable to LSCs.

The Board’s fiduciary Duty of Loyalty requires that all Board members demonstrate fidelity to the interests of the entire organization. Complying with the Duty of Loyalty also means that a board member cannot favor the interests of a stakeholder group above the overall interests of the NGB.

In the new Board structure, there will be at least one resident from each Zone on the Board of Directors, ensuring geographic diversity (not “representation”) on the Board.

The LSC/Zone task force chose to suspend activities pending the results of the Board Governance review. The task force will reconvene this fall after the HOD has voted on the recommendations from the Board Governance task force.
The governance changes themselves will have no impact on the Zones except that the current Zone Director responsibilities, once they complete their present term, will no longer include having that constituency representation spot on the Board. However, Zone Directors will continue to be elected by their Zones to oversee the operations of the Zone. We anticipate that recommendations will be forthcoming in 2018 from the LSC/Zone task force.

Please direct all questions and comments to boardgovernance@usaswimming.org.
 

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