Technique Magazine

Report of the Bylaws Committee

Chair - David Holcomb
Members: Chari Knight Hunter, Suzie DiTuillio, Julia Thompson Artez, Mike Milidonis
Joined By: Chair Sandy Knapp, President Bob Colarossi, General Council Jack Swarbrick

With the advent of the merger with USA Trampoline and Tumbling, USA Gymnastics underwent a period of review, analysis and ultimately--change as we decided how to incorporate new members into our organization, board of directors and executive committee.

This internal audit first manifest itself in the reorganization of the national office to better support the goals of:

This resulted in USA Gymnastics reorganizing into five separate business units: Program, Membership, Properties, Communication and Finance & Administration.

In an effort to continue to improve the overall effectiveness and efficiency of USA Gymnastics, in January 1999 President Bob Colarossi met with Stephen A. Greyser, one of the most tenured professors of the Harvard Business School. Mr. Greyser was asked to review USA Gymnastics' current structure and bylaws and make recommendations to ensure the business is the most effective organization it could be. Similar to other corporations, an internal review and audit helps stay abreast with the changing landscape of current business practices.

Professor Greyser made the following recommendations regarding business practices for the board of directors to consider.

  1. Modify and strengthen the governance structure focusing on both the composition of the Board and the quality of director involvement.
  2. Focus on the alignment of structure with overall objectives.
  3. Broaden the representation of stakeholder groups in the planning and direction of the entity...in order to strengthen and energize the overall effort to market its properties and meet member needs.
  4. Provide better service to our constituents.
  5. Expand available revenues, principally by exploring ways to leverage our high-visibility events and properties, in collaboration with marketing and broadcast partners.
  6. Improving the organization's effectiveness and efficiency.
THESE IDEAS WERE PRESENTED TO THE BOARD OF DIRECTORS AT THE MAY 1999 BOARD OF DIRECTOR'S MEETING. BOTH THE EXECUTIVE COMMITTEE AND THE BOARD UNANIMOUSLY ENDORSED PRINCIPLES PRESENTED AND CHARGED THE BYLAWS COMMITTEE TO REVIEW OUR CURRENT BYLAWS AND MAKE RECOMMENDATIONS.

BYLAWS COMMITTEE REVIEW AND RECOMMENDATIONS

The committee reviewed with President Colarossi the core objectives of USA Gymnastics: Win Medals, Increase Visibility and Grow the Sport.

A review of the external factors which might impact the steps which USA Gymnastics can take in any effort to reform its governance were also considered. Those included an analysis, lead by Counsel Jack Swarbrick, of the restrictions, liabilities and obligations associated with:

The Committee then undertook a discussion and analysis of the current methods of governance of USA Gymnastics in the context of the principles adopted by the Executive Committee. This process was structured as an open ended discussion-suspending for purposes of the discussion, consideration of external, political or financial limitations-in an effort to make sure we had undertaken a wide-ranging analysis.

Finally, we engaged in an analysis of our observations about the governance of the organization in the context of the existing Bylaws and began to think broadly about which elements of our governance should be changed.

FINDINGS

In the course of the analysis outlined in the preceding section, the Bylaws Committee came to the following conclusions with regard to the existing structure and operation of the governance model used by USA Gymnastics:
  1. Too many demands are placed on too few people.
  2. The talent and experience base represented on the Board of Directors is not sufficiently broad to serve the best interests of our constituents.
  3. There is a failure to engage the Board in areas of highest use, i.e. the meaningful consideration of policy matters, and too much time spent on matters that involve the implementation of those policies.
  4. Representation in our existing governance structure is inconsistent with the nature of participation in our sport.
  5. Greater clarity is needed with regard to the responsibility and authority of each element of management in the organization.
  6. The organization too often places people involved in goverance in positions of potential conflict of interest.

RECOMMENDATIONS:

The bylaws committee made the following recommendations to USA Gymnastics Executive Committee and Board of Director's at November 1999 Meeting.
  1. Reduce the size of USA Gymnastics' Board of Directors
  2. Cause the representation of the Board to better reflect the participation in our sport.
  3. Develop ways to access the talent, expertise, influence and potential cache of individuals from outside our sport whose participation on the Board of Directors might benefit the organization.
  4. Restructure the Executive Committee in order to limit its membership to existing officers and directors and potentially, but not necessarily, reduce its size.
  5. Establish a Management Committee that could provide a vehicle for more direct, responsive and regular input to the President.
  6. Maintain all other existing committees but more clearly define their roles and responsibilities to increase operational efficiency.
  7. Examine roles relating to conflicts of interest, ethics, and compliance toward the goal of providing greater clarity of officers, directors and employees.
THE EXECUTIVE COMMITTEE AND BOARD OF DIRECTORS UNANIMOUSLY ENDORSED THE BYLAWS COMMITTEE TO RECOMMEND A STRUCTURE THAT WOULD ACHIEVE THE OBJECTIVES FOR EFFICIENT AND EFFECTIVE GOVERNANCE AS WELL AS ADDRESS ANY ORGANIZATIONAL DEFICIENCIES NOTED IN THE EXISTING MODEL.

At a meeting in Orlando at the Visa American Cup and at a second telephone meeting the Executive Committee reviewed the recommendations of the Bylaws Committee. The Executive Committee requested that several changes be made to the Board and Executive Committee structure recommended by the Bylaws Committee. After those changes were made, the Executive Committee voted to recommend to you the membership and our Board of Directors the changes to our governance structure which follow.

We now invite your comments. Please give us your thoughts in any manner that is most convenient for you. You may, for example, visit the chat area dedicated to this topic on the USAG website at www.usa-gymnastics.org or you may contact any current member of our Board, Executive Committee, Athletes Council or Bylaws Committee, or you may call me or any member of our staff. With the benefit of your input, these recommendations will be presented to the Board of Directors for its consideration at our meeting in May.

We've set up a Bylaws discussion area on the USA Gymnastics website in the EPI Center. Register for this area by clicking EPI Center, located in the left hand column of the home page which is www.usa-gymnastics.org or email your comments regarding the Bylaws to rebound@usa-gymnastics.org

As you read through the following proposal keep in mind that each component of the new structure was specifically designed to address the recommendations that the Bylaws committee was charged with implementing.

Chairman of Board - No Change

President - now has vote moving toward the prevalent business model

Club Representatives - Broadening the representation of stakeholder groups in the planning and direction of the entity

National Organizations - representing gymnastics organizations outside of USA Gymnastics

Member Representatives - broaden representation of stakeholder groups

Program Chairs - To increase representation and perspective of Program at the Board level.

Public Sector - Access talent, expertise, influence and potential cache from outside of the organization

Athlete's Council - 20% as required by the Amateur Sports Act

THE BYLAWS COMMITTEE STATED THE IMPORTANCE OF THE CONTINUED INPUT AND INVOLVEMENT OF THE ASSOCIATION MEMBERS. THEY RECOGNIZE BOTH THE HISTORICAL CONTRIBUTION AS WELL AS THE ONGOING SUPPORT OF BOTH USAG AND THE SPORT OF GYMNASTICS. IT IS THE INTENT OF THIS LEGISLATION THAT USA GYMNASTICS INITIALLY HELP THE ASSOCIATION "GET OFF THE GROUND" ORGANIZE ITS FIRST MEETING AND ELECTION.

EXECUTIVE COMMITTEE

The biggest change brought forward is that all members of the executive committee now come from and have a vote on the board of directors. This alone will make the board more efficient and reduce both the administrative expenses and logistics of conducting meetings.

Other recommendations:

Association Council: In order to provide a more effective forum within USAG for the many independent organizations which play important roles in the development of our sport, USAG will create a new subsidiary organization to be known as the Association Council. This Council, closely modeled in design and purpose to the existing Athletes Council, will focus on issues of special interest to these independent organizations. The ultimate structure and operating procedures of this Council will be decided by its members, but it will have at least the following characteristics: Committees: No changes recommended to existing committees with the following exceptions: Annual Meeting: The Bylaws will require a single annual meeting timed to better relate to USAG's fiscal year. This recommendation reflects anticipated interest in holding single topic "summits" on policy matters of significance from time to time, and the significant additional cost that would result from having a mandatory second Board meeting each year in light of the proposed restructuring of the Board.

Compliance: Create changes required to achieve compliance with the USOC membership and credentials committee

Ethics: Revisit the ethical requirements of being a BOD/EC member. Particularly as it relates to

Rules and Policies: On the recommendation of the Bylaws Committee, the Executive Committee has charged the staff with the responsibility for engaging in a process designed to look for ways to standardize the elements of our Rules and Policies across the disciplines. This process is to begin after the Olympic Games and conclude in time for consideration at the 2001 Annual Meeting.

The review of the Bylaws is an ongoing process of revisions in response to changes in the marketplace. The Bylaws have undergone changes in 1981, 1983, 1988/89 and 1993/94. USA Gymnastics is being proactive in its review of the Bylaws, just as the organization was proactive back in 1992, when the title of the highest paid employee was changed from Executive Director to President. In fact, USA Gymnastics was the first national governing body to make the transition to a corporate structure. The USOC recently hired McKinsey & Company, recognized worldwide as one of the leading strategic consulting firms, to conduct an audit of their strategic plan and structure, which resulted in adopting a corporate structure and reorganizing their board and staff.

In closing, the bylaws committee feels that each of the proposed changes will help USA Gymnastics achieve its goals of winning medals, increasing visibility and growing the membership. The changes reflect a futuristic view of governance that places USA Gymnastics in the forefront of all national governing bodies. We encourage you to examine and comment on the proposed changes.

Proposed Membership Structure for the USA Gymnastics Board of Directors

POSITION NUMBER                            ELIGIBILITY SELECTION PROCESS
Chairman of
the Board 		= 1 None Nominated by Nominating Committee and elected by Board of Directors
Term: 4 yrs., 2 yrs. max.
President = 1 Employed in capacity as President Position by virtue of employment
Club
Representatives 		Up to 649 members = 1
650+ members = 1
TOTAL = 2 		None Nominated by and voted for by designee of USAG Club as listed on member club application. Club size determined by membership application form on file as of the date of the call for nominations.
Term: 4 yrs. staggered terms
National
Organization
Representatives 		NCAA Men = 1
NCAA Wom. = 1
Assoc. Reps. = 3
TOTAL = 5 		  Appointed from NCAA - Term: 1 yr.
Appointed from NCAA - Term: 1 yr.
Elected from Association Council - Term: 1 yr.
Member
Representatives 		Elite Coach Men* = 1
Elite Coach Women* = 1
Elite Coach Rhythmic* = 1
Elite Coach Trampoline* = 1
At Large - Women = 1
At Large - Men = 1
Industry Members = 1
General Gymnastics = 1
TOTAL = 9 		*Must have coached a senior national team athlete within 10 yrs. of the election. Elected by elite coaches at Championships (1 vote per club) - Term: 1 yr.
Elected by elite coaches at Championships (1 vote per club) - Term: 1 yr.
Elected by elite coaches at Championships (1 vote per club) - Term: 1 yr.
Elected by elite coaches at Championships (1 vote per club) - Term: 1 yr.
Elected by Women's Professional Members - Term: 4 yrs.
Elected by Men's Professional Members - Term: 4 yrs.
Elected by industry members - Term: 1 yr.
Elected by GG members - Term: 4 yrs.
Program Chairs
(Formerly
Vice Chair) 		Men = 1
Women = 1
Rhythmic = 1
Trampoline = 1
TOTAL = 4 		On board by virtue of committee chairmanship Elected by Program Committee - Term: none
Elected by Program Committee - Term: none
Elected by Program Committee - Term: none
Elected by Program Committee - Term: none
Public Sector
Representatives 		= 2 N1, but intention is to attract business leaders who bring unique skill, experience and/or contacts Nominated by Nominating Committee and Elected by Board of Directors - Term: 4 yrs., 2 terms max.
Athlete
Representatives 		= 6 As required by the USOC The Athletes Council will continue to be elected by athletes at Championships. The makeup of the Council is left to the discretion of the Athletes, but must at least include three athletes from the Women's Artistic Program, two from Men's, 1 from Rhythmic, and 1 from Trampoline. From among the Athletes Council representatives (and the USOC athlete representative) in attendance at any meeting of the Board, six votes may be cast. The method for determining who casts those votes will be decided by the Athlete's Council. - Term: 4 yrs.
TOTAL BOARD = 30    

Proposed Membership Structure for the Executive Committee

POSITION SELECTION PROCESS
Chairman of the Board Elected by the Board of Directors
President (has a vote) employed by USA Gymnastics, hired with approval of the Board of Directors
Secretary nominated from among existing Directors, elected by the Board of Directors to annual terms
Treasurer nominated from among existing Directors, elected by the Board of Directors to annual terms
Men's Program Chair Elected by Program Committee
Women's Program Chair Elected by Program Committee
Rhythmic Program Chair Elected by Program Committee
Trampoline Program Chair Elected by Program Committee
Athlete's Council Chair Elected by Athlete's Council
USOC Athlete Representative Elected by Athletes
TOTAL = 10  


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