This September at the United States Aquatic Sports Convention in Dallas, TX, the USA Swimming Board of Directors will vote to finalize proposed changes to the structure of the Board of Directors.
The 2017 Governance Assessment, conducted by outside consultant Bill Charney at Charney Associates in Denver, CO, saw ten “key recommendations” drafted for the Board of Directors. Following the release of assessment, Sheehan sent out his letter to members of USA Swimming, endorsing the recommended changes to the Board of Directors. Some of the most notable recommendations pertain to Board size and constituency. Establishing “a broader strategic focus and forward-looking mindset,” will be achieved in-part by making the Board smaller in size.
The Board will be cut down to 15 voting members, consisting of 10 “at-large” members elected by the House of Delegates (HOD), plus three athlete members selected by the Athletes Section of the HOD, the Chair of the National Team Steering Committee, and the Immediate Past Board Chair. In all, 11 of the 15 will be selected by the HOD.
The House of Delegates is comprised of members from each LSC who vote on recommendations and rules changes, determining the outcome of rules changes after recommendations have been filed from different staff and committees within USA Swimming. A full list of the proposed rules changes is available here.
The Immediate Past Board Chair, a position Sheehan will likely occupy following the 2018 convention when his term ends, will remain as an ex-oficio member through 2020. Thereafter the immediate past chair becomes an at-large and will also gain a voting seat on the 15-member Board–if these recommendations are ratified.
The Chair of the National Steering Committee (Jim Wood) also stands to gain a voting seat on the Board. However, unlike other board seats, these positions will not be eligible for 2-consecutive four-year terms, and their terms as voting ex-oficios will instead “automatically be extended until they fulfill the respective ascension of offices.”
At present, the Board consists of 23 voting-members, plus 13 ex-oficio members that do not vote. There is no voting role for the Immediate Past Board Chair on the current Board of Directors, though they do serve as an ex-oficio. (Page 43 of the Governance Assessment provides a table of board positions and term lengths.)
Additionally, the Board will no longer include fixed seats for representatives from outside organizations such as the NCAA, FINA, YMCA, USMS, ASCA, etc.
It is important to note that the proposed changes will not take effect until the 2018 elections at the USAS Convention. The following passage is an excerpt from the 2017 Governance Assessment:
“Observations and recommendations for Board consideration are presented throughout the report, including 28 recommendations addressing various facets of the governance role (approximately one-third of which are minor/procedural issues). A compilation of all 28 recommendations (summarized) appears in Section Five [page 58].
Key recommendations, briefly summarized, include:
- As would be inherent with Board approval of these recommendations, making an explicit commitment to transitioning from its current operations-focused structure, to serving the membership and growing the sport with outstanding, accountable performance as a governance-focused Board of Directors.
- Before the end of 2017, the Board should establish the criteria, methods and timeline it will use to evaluate performance of, and provide constructive feedback to, the new CEO.
- By Spring 2018, develop/adopt a “Governing Policies Manual” clearly outlining performance expectations for the Board and for the CEO/operating organization.
- Effective with the 2018 elections, transition the Board’s structure and composition as follows;
- Board size to be 15 voting members, serving up to 2 consecutive 4-year terms (staggered). Composition (post-transition) including 10 “at-large” Board members elected by the House of Delegates (HoD), plus: 3 athlete members elected by the Athletes Section of the HoD; the Chair of the National Team Steering Committee; and the Immediate Past Board Chair.
- The Board will have and elect three officers from among its own members: Board Chair, a Vice Chair and a Vice Chair – Audit/Financial Oversight. The Board Chair will serve one 4-year term. The Vice Chairs may serve up to 2 consecutive 2-year terms, though at the beginning of year 3 of the Board Chair’s term, the Board will elect a Vice Chair/Chair-Elect, who will automatically become the Board Chair 2 years later.
- Board members may serve a maximum of 2 consecutive 4-year terms. The exception to this term limitation will be for the Chair Elect, Board Chair and the Immediate Past Board Chair, whose terms will automatically be extended until they fulfill the respective ascension of offices.
- A Nominating Committee will be established and charged with recruiting, vetting and proposing 2 or 3 highly qualified nominees on the ballot for each Board’s seat open for election. The Committee will have 9 voting members, including 2 athletes, 2 coaches, 2 current Board members, 2 individuals of “independent” background but with a demonstrable connection to swimming, and 1 representative selected by the USA Swimming Foundation Board of Directors.
- Strengthen the “wholeness” of the 15-member Board by eliminating the fixed Executive Committee (“board within a board”). Virtual meeting technology makes such an “authority to act for the Board between meetings” structure unnecessary.
- To ensure appropriate exercise of fiduciary responsibilities, revise the Rulebook to clarify that the Board is to have authority for budget approval/oversight.
- Similarly, the Board of Directors is to have authority to revise the Bylaws, with stipulation, however, that the House of Delegates retains authority over the Rules of Sport, changes to membership fees and changes to the number of voting Board members, or to the number of which are elected by the full House of Delegates. (NOTE: Upon completion of the proposed transition, the House will elect 11 of the Board’s 15 voting seats.)
- The Board is to commit to integrating “Board Development” practices, to continually elevate its governance skills and understandings to best serve the sport and the membership. These include, but are not limited to, thorough orientation/“on-boarding” of new Board members, on-going governance education/training opportunities for the entire Board, periodic Board self-assessment practices, etc.
- To elevate the value of Board meetings, and better use Board member’s abilities in deliberative conversations rather than listening to “report-outs,” the Board Chair will establish agendas in accordance with an Annual Board Work Plan, with strategic governance objectives adopted by the Board each year.”