GOVERNANCE
Board a history of success from outside the world of curling and can give us fresh perspectives on governance, and contacts with the business com- munity that can help in fund raising to support our goals of competitive success and growing the sport. Te new structure would provide four potential director spots for qualified indepen- dent directors, and preference would be given in filling those spots to individuals who can bring those critical skills and experience to the Board. Te nominating committee will propose nation- ally elected directors to meet the needs of the or- ganization for independent directors. Te Board of Directors will vote for the directors (referred to above as the 4 nationally elected directors). Te following definition of independent direc- tors is taken from our earlier proposed by-laws amendment: (a) Te Nominating/Governance Committee
shall present a slate of board-elected directors to the Board of Directors. In determining said slate, the Nominating/Governance Committee shall affirmatively make a determination as to the independence of each nominated board-elected director, and disclose those determinations. Un- der the definition of “independence” adopted by the Board, board-elected directors shall be de- termined to have no material relationship with USCA, either directly or through an organiza- tion that has a material relationship with USCA. A relationship is "material" if, in the judgment of the Nominating/Governance Committee, it would interfere with the director's independent judgment. To assist it in determining whether a director is independent, the guidelines set forth below shall be applied on a case-by-case basis by the Nominating/Governance Committee. (b) A director shall not be considered indepen-
dent if, within the preceding twelve (12) months of the director’s initial election as Board-elected director: i. the director was employed by or held any
Governance Position (whether a paid or volun- teer position) with USCA, regional or state curl- ing associations, the international federation for curling; ii. an immediate family member of the direc-
tor was employed by or held any Governance Po- sition (whether a paid or volunteer position) with USCA, regional or state curling associations, the USOC, or the international federation of curling; iii. the director was affiliated with or employed
by USCA's outside auditor or outside counsel; iv. an immediate family member of the direc-
tor was affiliated with or employed by the USCA’s outside auditor or outside counsel as a partner, principal or manager;
v. the director was a curling member of US-
CA’s Athletes’ Advisory Council; vi. the director receives any compensation
from USCA, directly or indirectly; vii. the director is an executive officer, control-
ling shareholder, or partner of a corporation or partnership or other business entity that does business with USCA. (c) A director shall not be considered indepen-
dent if at any time during the director’s term: i. an immediate family member of the director
was employed by or held any Governance Posi- tion (whether a paid or volunteer position) with USCA, regional or state curling associations, the USOC, or the international federation of curling; ii. the director was affiliated with or employed
by USCA's outside auditor or outside counsel; iii. an immediate family member of the direc-
tor was affiliated with or employed by the USCA’s outside auditor or outside counsel as a partner, principal or manager; iv. the director was a curling member of US-
CA’s Athletes’ Advisory Council; v. the director receives any compensation
from USCA, directly or indirectly; vi. the director is an executive officer, control-
ling shareholder, or partner of a corporation or partnership or other business entity that does business with USCA. (d) If a person is elected as an independent di-
rector, that person is obligated to resign any posi- tion that said persons holds as an officer or board member of a curling club member immediately upon said person’s election to the Board of Direc- tors as an independent director. As an indepen- dent director, said person shall not, subsequent to his/her election as an independent director and while serving as an independent director, take a position as an officer or board member of a curling club member. (e) Where the guidelines above do not address
a particular relationship, the determination of whether the relationship is material, and whether a director is independent, shall be made by the Nominating/Governance Committee. APPENDIX 2: COMMITTEES
Tis section discusses in more detail our fu-
ture committee structure, how the committees will be populated and who the committees will report to. Our Current Committee Structure
We currently have in the neighborhood of 30
committees and subcommittees, some of which are active and some not. Under the current practice, all of the USCA volunteer committees report to the Board of Directors, usually via the vice-presidents. Te majority of the committees
are either chaired by or have one or more Board of Director members on the committees. Te current By-Laws specifically grant to the Board of Directors or the President the authority to constitute the committees. Tree committees – the nominating com-
mittee, the championship committee, and the Board of Review – are given specific tasks under the by-laws, but the other committees are at the discretion of the Board or the President. Twenty percent athlete participation is required on the three named committees by express provisions in the by-laws. Athlete representation on other committees is addressed in Exhibit A to the by- laws, consisting of a citation to the USOC athlete representation requirement. We have adhered to the athlete participation requirements in our committees, but not in regard to our Members meeting. Under the proposed re-structuring, five com-
mittees will report to the Board of Directors. All other committees will work through the Mem- bers Assembly and ultimately report to the staff person in charge of coordinating that area. Te number of operational committees and their du- ties are to be reviewed and determined by the CEO. It is anticipated that the number of op- erational committees will be greatly reduced, as committees are consolidated and re-organized. Operational Committees/Members Assembly Te operational committees would include
committees that currently conduct most of the business of our fall and spring meetings: e.g. championships, rules and officiating, arena, col- lege curling, growth and development, Member Services, and education and certification. Tese operational committees would meet at least an- nually during the Members Assembly meeting and report to the Members Assembly. Te pur- pose of these committees would be to provide advice to the paid staff of the USCA and to be the foundational work groups which would provide the services and programs to the individual curl- ers and their clubs. It is expected that the com- mittees would be populated by individual curlers who are not necessarily current directors of the USCA. Te selection of committee members would be
a collaborative process between the staff and the Members Assembly. It is anticipated that com- mittee chairs would be selected to work with the staff to help find the best persons to provide ad- vice and to take on assigned tasks in the major areas of interest to the Members: Growth and Development, Member Services including train-
Continued on next page * USA Curling (( 35
Page 1 |
Page 2 |
Page 3 |
Page 4 |
Page 5 |
Page 6 |
Page 7 |
Page 8 |
Page 9 |
Page 10 |
Page 11 |
Page 12 |
Page 13 |
Page 14 |
Page 15 |
Page 16 |
Page 17 |
Page 18 |
Page 19 |
Page 20 |
Page 21 |
Page 22 |
Page 23 |
Page 24 |
Page 25 |
Page 26 |
Page 27 |
Page 28 |
Page 29 |
Page 30 |
Page 31 |
Page 32 |
Page 33 |
Page 34 |
Page 35 |
Page 36 |
Page 37 |
Page 38 |
Page 39 |
Page 40