USA Gymnastics Board of Directors approves Bylaw amendments, committee appointments

At its Dec. 9 meeting, the USA Gymnastics Board of Directors approved amendments to the corporation’s Bylaws to strengthen safe sport provisions and complaint processing.

"The Board was very engaged and the discussions were both robust and productive" said Kerry Perry, whose first day as president and CEO of USA Gymnastics was Dec. 1. "The Board shares my vision for building a culture of empowerment at USA Gymnastics, with an emphasis on athlete safety and encouraging athletes, members and the community to have a strong voice. I look forward to sharing more information on the Athlete Task Force and other outreach initiatives after the first of the year. I also am excited to have the opportunity to meet and talk with athletes, their parents, coaches and other members at member clubs through the Listening Forums. The steps taken with the adoption of the Bylaw amendments provides the basis for further developing our safe sport programs and governance."

The amendments to the Bylaws included the creation of a stand-alone Safe Sport Committee as a permanent standing committee of USA Gymnastics; increased the number of independent Board directors to five; removed the president from a role in the processing of complaints; eased complaint filing requirements; delineated responsibilities of the Board and president more clearly; and provides for the publication of members who have been suspended or terminated as part of the disciplinary process.

Other items addressed by the Board included outreach to communities interested in partnering in the development of new facilities and location for the USA Gymnastics National Team Training Center; and approval for posting Board minutes, going forward, on the USA Gymnastics website. David Benck of Birmingham, Ala., was elected to a second term as an independent director of the Board of Directors. The members of the four standing committees – Ethics and Grievance Committee; Finance, Compensation and Audit Committee; Nominating and Governance Committee; and Safe Sport Committee – were approved and are listed below. The 2018 Athletes’ Council will be announced shortly following the conclusion of voting for one of the discipline representatives.

In addition to conducting child sexual abuse prevention training for the Board, Toby Stark, the director of safe sport, provided an overview of USA Gymnastics’ child protection efforts. She led the discussion regarding planning and implementation for educational materials and outreach; identifying software to track complaints; providing an update on the efforts of the Policy Review Panel; and outlining how complaints are now being handled.

Bylaw amendments adopted

The Board adopted a number of amendments to the Bylaws, including those that address many of the recommendations made in the Deborah Daniels report. The amendments are highlighted below.

· Board of Directors.

Ø Governance philosophy. A pro-active affirmation of the Board’s support for USA Gymnastics’ efforts to promote a safe, healthy and positive sport environment was added to Sections 2.3 (b) and (c).

Ø Qualifications for service. In Section 2.4, leadership standards were created for all individuals serving in leadership capacities within the organization, including leadership criteria, the ongoing duty for leaders to disclose any issues that may be contrary to the leadership criteria, and conditions for disqualifying an individual for/from a leadership position.

Ø Authority. The following responsibilities were added to or modified in the list of Board authorities contained in Section 4.1: monitors the corporation’s compliance with safe sport programs; completes annual safe sport training; implements orientation procedures for new Board members to educate them on the business and governance affairs of the corporation and to evaluate Board performance; maintains a Board handbook that includes the Bylaws, all pertinent polices, and other documents that assist Board members to fulfill their responsibilities effectively; and selects, compensates, and evaluates the president and plans for management succession.

Ø Number of independent directors increased. The number of public sector directors, now known as independent directors, increased from four to five to provide an additional director with an outside perspective in Section 4.2(c). This brings the Board to 21 voting members. The USA Gymnastics Board of Directors has seven national membership directors who represent each of the disciplines, women’s gymnastics (2), men’s gymnastics (2), rhythmic gymnastics (1), trampoline and tumbling (1) and acrobatic gymnastics (1); three Advisory Council directors, who represent 21 affiliated gymnastics organizations; five athlete directors, who represent each of the competitive disciplines; five independent directors; and a chair. The national membership directors, the Advisory Council directors and the athlete directors are chosen by their respective groups. The independent directors must meet the standards of independence in Section 4.2(c)(ii), are nominated by the Nominating and Governance Committee, and elected by the Board.

Ø Removal. In addition to other bases for removal, a director will be removed from his/her position if the individual becomes ineligible per the criteria outlined in Section 2.4 or the Ethics and Grievance Committee determines the director has failed to meet the qualifications for service.

Ø Terms. Clarification in Section 4.6(c) that a Board member can only serve a maximum of two successive, full four-year terms and, therefore, cannot circumvent the term-limit provision by representing one constituency group and then another in succession.

Ø Meetings. The required number of annual meetings will remain at four per year, however the number of required in-person meetings increases from two to three, as documented in Section 5.3(b).

Ø Executive session. The Board of Directors has always conducted an Executive Session at in-person Board meetings, and the practice is now formally documented in Section 5.5(c).

Ø Reports to the Board. The number and frequency of reports for the Ethics and Grievance and Safe Sport Committees are mandated in Section 5.6 (c) and (d). The Ethics and Grievance Committee provides at least two reports annually to the Board regarding conflict of interest and other compliance issues. The Safe Sport Committee will provide a Board report that summarizes current safe sport issues, resolutions and updates on trends and mitigation efforts at every meeting.

· Safe Sport Committee created. Safe sport matters have been discussed regularly at Board meetings in the past, however a safe sport report is now mandated in Section 5.6(d) and Section 6.1(d). Section 5.6(d) requires a Safe Sport Committee report, which summarizes current safe sport issues, summary of resolutions and provides an update on trends and mitigation efforts, at every Board meeting. Section 6.1(d) outlines the new Safe Sport Committee’s make-up and involvement in the process, including monitoring safe-sport complaints, investigations and resolutions. The Safe Sport Committee was previously a part of the Grievance and Ethics Committee and is now a separate standing committee.

· Responsibilities of the president. Article 7.1 enumerates the duties of the president, including promoting a positive and safe environment for the gymnastics community.

· Member obligations for safe sport, anti-doping and disciplinary matters. Sections 3.6, 3.7 and 3.8 require members to meet the rules and regulations of the U.S. Center for SafeSport and U.S. Anti-Doping Agency. Other edits to Article 10 also update language to comply with the U.S. Center for SafeSport and the USA Gymnastics Safe Sport Policy.

· Member clubs. Changes to Section 3.8(b), Article 9 (paragraph 2) and Section 10.13(b) clarify that member clubs are subject to discipline for violations of rules, regulations, policies or procedures, and that a suspension, termination or determination of permanent ineligibility of an individual member who has any ownership interest in a member club (or who is the managing director of a public/nonprofit facility) will result in a suspension of member club status.

· Complaint clarifications. In Section 10.1, the difference between an administrative complaint, an opportunity to participate complaint and a misconduct complaint is more clearly delineated.

· Complaint process. The president is no longer a part of the process for the organization to administer complaints as indicated in Sections 9.2(a)(iii), 9.2(b)(ii), 9.2(c), 10.2(a)(2), and 10.4. Other updates in Article 10 are to comply with the USA Gymnastics Safe Sport Policy and the SafeSport Code for the Olympic and Paralympic Movement (as administered by the U.S. Center for SafeSport), as well as clarify the process. Interim measures were added in Section 10.5, and may be imposed while a complaint is being resolved if those measures to ensure the safety and well-being of the gymnastics community or if the allegation is sufficiently serious that it would be detrimental to the sport if the individual under investigation was still participating during the resolution process (including if emergency circumstances exist involving an imminent threat of harm).

· Publication of suspensions and permanently ineligible members. In addition to the list of members whose membership have been terminated by USA Gymnastics and the U.S. Center for SafeSport and are permanently ineligible for membership, USA Gymnastics will also publish names of members whose memberships have been suspended.

Committee appointments

The Board approved the persons identified to fill openings on four standing committees: Ethics and Grievance Committee; Finance, Compensation and Audit Committee; Nominating and Governance Committee; and Safe Sport Committee. For the first time, USA Gymnastics extended an open opportunity for interested candidates to submit their information, and received a significant number of qualified applicants.

The members of the four standing committees are listed below, along with their terms of service and a brief overview of their experience. The make-up of each standing committee is designated in the Bylaws. The Nominating and Governance Committee vetted all of the candidates, and the Board chairman recommended the nominated slate to the Board of Directors for approval. The Athletes’ Council will designate the athlete rep for the Ethics and Grievance and Safe Sport Committees when they meet later this month.

Finance, Compensation and Audit Committee

Chair – Bitsy Kelly (2017-2020),

USA Gymnastics treasurer; former vice president of corporate relations, Outrigger Hotels

Independent or non-Board member – Kevin Martinez (2018-2021)

Independent director, USA Gymnastics Board; vice president of corporate outreach, ESPN

At Large – Drew Colleran (2018-2021)

Director of asset management, board finance and business analysis, Fidelity Investments; former gymnast and boys coach

At Large – Keith Douglas (2018-2021; second term)

World Championships medalist in double-mini trampoline (2005); previous Board member, National Gymnastics Foundation

Athlete – Tasha Schwikert-Warren (2017-2020)

Olympic (2000) and World Championships (2003) medalist; two-time U.S. and NCAA all-around champion; attorney, Eighth Judicial District Court

Nominating and Governance Committee

Chair – David Benck (2016-2019)

Independent director, USA Gymnastics Board; chair, USA Gymnastics President and CEO Search Committee; vice president and general counsel, Hibbett Sporting Goods, Inc.

Independent or non-Board member – David Holcomb (2018-2021)

Owner, Buckeye Gymnastics; USA Gymnastics Business Leader of the Year, multiple times; former chair, USA Gymnastics Business Advisors, multiple years

At Large – Stacy Martin (2018-2021)

Deputy athletic director, University of North Texas; competed as a gymnast

Advisory Council member – Cindy Bickman (2018-2021)

Represents Special Olympics on the Advisory Council

Conducts annual USA Gymnastics-Special Olympics Championships

Athlete – Ava Gehringer (2018-2021)

Former U.S. national rhythmic gymnastics champion; currently enrolled in Chicago-Kent College of Law

Ethics and Grievance Committee

Chair – Tasha Schwikert-Warren (2016-2019)

Independent or non-Board member – Alexander Birkhold (2018-2021)

Attorney; investigates international corruption

Independent or non-Board member – Desiree Moore (2018-2021)

Partner, K&L Gates, LLP; former Level 10 gymnast

At Large – Lisa Fennell (2018-2021)

Attorney, conducts grievance investigations for the NYC Board of Education; former Level 10 gymnast

Athlete – TBD by Athletes’ Council

Safe Sport Committee

Board member – Casey Koenig (2018-2021), serves as committee chair

Advisory Council director; represents YMCA of the USA on the Advisory Council; co-chair, USA Gymnastics Policy Review Panel; former chair, Ethics and Grievance Committee

Owner/managing director of a Club – Beth Gardner (2018-2021)

Owner, Heart of Texas Gymnastics; USA Gymnastics University national instructor; author and instructor for courses

Former athlete – Wendy Bruce Martin (2018-2021)

1992 Olympic medalist; founder, Get Psyched Sports

Subject matter expert – Tara Harris, MD, MS, FAAP (2018-2021)

Assistant professor of clinical pediatrics, Indiana University School of Medicine, Department of Pediatrics, Child Protection Programs; clinical appointments, Riley Hospital for Children; author and educator on child abuse prevention

Athlete – TBD by Athletes’ Council (2018-2021)

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