Canoe/Kayak

Mar 07 USACK Looking for Board Candidates; Announcing Election Procedures

Jan. 20, 2009, 4:07 p.m. (ET)

Dear Friends,

USA Canoe Kayak (USACK) is reorganizing its governance structure and part of that is recruiting an entirely new Board of Directors.   I've been chosen as the chairman of the committee to oversee this part, called the Initial Nominating and Governance Committee (INGCOM) -- and we really need your help!

The other members of the INGCOM are:

  • Jim Ingram, a member of the outgoing USACK Board of Directors.
  • Chris Ball, President of the Hawaii Canoe and Kayak Team.
  • Maggie Hogan, a sprint athlete living in San Diego.
  • Sarah Burley, who is not a member of USACK but works for an executive search firm in New York.

In a nutshell, our committee must pick some of the new directors ourselves (four “Independent Directors”), identify others who will be candidates in elections (three “Sport Directors,” two “Athlete Directors,” one USACK Representative to the USOC Athletes’ Advisory Council, and one Alternate USACK Representative to the USOC Athletes’ Advisory Council), and announce the process for holding those elections (which we do in this document – see below).  

Can you can help us find candidates for all of these positions?  You will find job descriptions for all of them in this document.

The four Independent Directors will come from outside the USACK world, and the INGCOM will appoint them to the Board for four-year terms starting in late February/early March, with the first meeting of the new Board.  But the INGCOM would like to choose the IDs by January 31.

The three Sport Directors, two Athlete Directors, one USACK Representative to the USOC Athletes’ Advisory Council, and one Alternate USACK Representative to the USOC Athletes’ Advisory Council will be elected by the USACK membership in an election to be held in late February/early March. The INGCOM is charged with determining the process for running the elections for these positions and is announcing the process in this document (see below).

Please make sure your USACK membership and contact information is current or you will not be able to vote in these elections.

If you know of a good candidate for an Independent Director position, please immediately send his or her name, contact information, and ideally a resume to bodnoms@USACK.org.

As for nominations for the other positions, you will be notified later (see more detail below) as to the process for how to send in nominations but you can start thinking about them now.

Thank you for your help!

Sincerely,
/s/
Bill Endicott
Chairman, INGCOM

To download this document as a .pdf please click here .

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JOB DESCRIPTIONS

In General

All Board Directors must be citizens of the United States and at least 18 years of age.  They should have the highest personal and professional integrity, have demonstrated exceptional ability and judgment, and be effective, in cooperation with the other Board members, in serving the long-term interests of USACK.  Collectively, the Directors should possess the highest personal values, understanding of athletic competition and the Olympic ideals, and have diverse experience in the key business, financial, and other challenges that face USACK as well as a high level of experience and capability in Board oversight responsibilities in the areas of finance, marketing, fundraising, audit, management, communications, and sport.

Board members will serve without pay and should expect to attend about two in-person meetings annually, plus participate in other meetings by conference call.

I -  Selection of Four Independent Directors

The Initial Nominating and Governance Committee (INGCOM) will appoint four Independent Directors (IDs) and will determine whether the IDs are independent under the meaning of the USACK bylaws.  In essence, this means that each ID shall be determined to have no material relationship with USACK, either directly or through an organization that has a material relationship with USACK.  A relationship is "material" if, in INGCOM's judgment, it would interfere with the director's independent judgment.  To assist it in determining an ID's independence, the INGCOM shall use the extensive guidelines that are in the new USACK bylaws (and are now on the USACK Website at: www.usack.org).  

Here is the formal job description for the Independent Directors:

                 USA CANOE and KAYAK

                   Position Description

Position Title
Independent Director, USACK Board of Directors.

Organization Overview

USA Canoe/Kayak is a non-profit membership organization based in Charlotte, N.C., promoting canoe and kayak racing in the United States.  A member of the United States Olympic Committee, USACK is the national governing body (NGB) for the Olympic sports of Flatwater Sprint and Whitewater Slalom and an official U.S. federation of the International Canoe Federation.  Other paddling sports sanctioned by USACK include Marathon, Freestyle (Rodeo), Wildwater, Polo, Canoe Sailing, Outrigger, and Dragon Boat.  The members of USACK include athletes, coaches, officials, clubs, and affiliated and contributing organizations.

General Function

The USACK Board of Directors represents the interests of the canoe and kayak community by providing USACK with policy, guidance and strategic direction.  The Board oversees the management of USACK and its affairs, but it does not manage USACK.  The Board selects a well-qualified and ethical Chief Executive Officer and diligently oversees the Chief Executive Officer in the operation of USACK.  The Board focuses on long-term objectives and impact rather than on day-to-day management, empowering the Chief Executive Officer to manage a staff-driven organization.

As a group, the Board of Directors should bring diverse experience in the key sports, business, financial and other areas that concern USACK.  They should also have a high degree of capability in executing Board oversight responsibilities for finance, marketing, fundraising, audit, management, communications, and sport.  

Position Summary

Implements procedures to orient new Board directors, educates all directors on the business and governance affairs of USACK, and evaluates Board performance.  
 
Selects, compensates, and evaluates the Chief Executive Officer and plans for management succession.

Reviews and approves USACK's strategic plan and the annual operating plans, budget, business plans, and corporate performance.

Sets policy and provides guidance and strategic direction to management on significant issues facing USACK; reviews and approves significant corporate actions; oversees the financial reporting process, communications with stakeholders, and USACK's legal and regulatory compliance programs;   
Oversees effective corporate governance; approves capital structure, financial strategies, borrowing commitments, and long-range financial planning; reviews and approves financial statements, annual reports, audit and control policies and upon the recommendation of the Audit Committee, selects independent auditors; monitors to determine whether USACK’s assets are being properly protected.

Monitors USACK’s compliance with laws and regulations and the performance of its broader responsibilities; and ensures that the Board and management are properly structured and prepared to act in case of an unforeseen corporate crisis.   

Supports the organization through fundraising, publicity and other “ambassadorial” activities.

Each Director will:

1. Understand USACK’s role in the national and international sports world and shall promote the traditions and goals of the USOC and USACK.
2. Attend at least two in-person Board meetings annually and participate in routine and ad-hoc Board conference calls.
3. Serve as an active volunteer, without compensation for service.
4. Recruit, hire, supervise and evaluate USACK’s Executive Director.
5. Prepare for each board meeting by reading materials distributed prior to the meeting.
6.  Serve on any assigned task group and actively participate in its meetings.
7.  Maintain knowledge of USACK’s current programs and staff.
8.  Serve as an advocate of USACK and the USOC.
9.  Make a personal financial contribution to USACK.
10. Solicit the financial support of others including friends, foundations and corporations.
11. Share resources, talents and expertise with USACK.
12. Be Accessible to staff and other Board Directors.
13. Fulfill commitments within agreed-upon deadlines.
14. Hold in confidence any information shared with Directors, if requested to do so.
15.  Assure that the sound administration of the affairs of USACK is evident in its organizational development, purposeful and coordinated programs, good public relations and sound financial management.
16.  Assure that the development and maintenance of an increasingly effective board and staff structure takes place.
17. Assure that a continuous fund-raising program resulting in sufficient funds to underwrite operational and development activities takes place.
18.  Attend regional, national and international events.

The term of office for a Director is four years.  But in order to have staggered terms, two of the Independent Directors will serve an initial two-year term.
 
Key Selection Criteria

The ability to faithfully honor the time and meeting requirements of a Board Director.

Some type of demonstrated interest in, or connection to the world of athletics (either a USACK-specific sport or some other sport).

Professional stature.  Clear history of achievement/success in one’s field.

For the Director who serves on the Audit Committee, financial expertise is required.


Ideal Experience

Previous membership on a Board of some type (as volunteer or paid board member).

A unique skill or quality that will contribute to the Board’s ability to operate effectively.  Examples of relevant and desirable experience or knowledge areas include:

Leadership
Decision-making
Finance
Marketing
Media/publicity
Fundraising/development
Sports management/leadership
Law
Strategic planning
Events planning
Recruitment/membership services

Critical Competencies

Collaborative instincts
Communications skills
Ambassadorial qualities
Networking abilities

II – Election of 3 Sport Directors, 2 Athlete Directors,1  USACK Representative to the Athletes’ Advisory Council and 1 Alternate Representative to the Athletes’ Advisory Council.

For the Slalom Director, Sprint Director, and Non-Olympic Discipline Director, the INGCOM must ensure there are at least two candidates for each of three positions, or in other words, at least six candidates.  

For the Athlete Directors, The INGCOM must ensure that there is at least one candidate to run for election as a Sprint Athlete Director and one to run for election as a Slalom Athlete Director.

Finally, the INGCOM must ensure that there is at least[one candidate of each gender for the position of USACK Representative to the USOC Athletes’ Advisory Council.

Job Description: 3 Sports Directors

The new USACK bylaws say only that these Sport Directors should have “experience” in their respective disciplines.  But the INGCOM wishes to go beyond that and find candidates who:

  • Are leaders in their sports disciplines who possess the same characteristics described in the “In General” passage beginning the Job Descriptions section above pertaining to all Directors.
  • Will be more directly involved with their disciplines than the Independent Directors, meaning that the Sport Directors will be involved with Team Selection processes, interface more closely with  the USACK High Performance staff member, attend races, and generally have more face-to-face interaction with the athletes than the Independent Directors will.


Two Athlete Directors

Athletes may elect Athlete Directors using any criteria they choose. Specific duties of Athlete Directors include: advising on Team Selection processes, proving feedback on programs put in place by the High Performance Director and coaches, and generally report athlete opinions relating to the operations of USACK.

USACK Representative to the USOC Athletes’ Advisory Council (AAC) and Alternate USACK Representative to the AAC

The mission of the ACC is to communicate the interests of athletes to the US Olympic Committee (USOC) and thus protect the rights of those athletes.  The AAC is composed of one representative from each Olympic and Pan American sport elected from the NGBs of each sport, as well as two Paralympic representatives, and six At-Large members.

The USACK Representative will be elected to a four-year term and will attend three AAC meetings per year.  If the Representative cannot attend a meeting, the Alternate will.  The duties of the USACK Representative shall include being part of the approval process for determining the Olympic Team selection process for USACK and generally part of the process for distributing USOC resources to USACK.

Election process for Sport Directors, Athlete Directors and USACK Representative to the AAC and Alternate USACK Representative to the AAC

The following guidelines have been prepared to help members understand how the Special Elections will be conducted and to establish the timeline for them. To view the proposed USACK Bylaws on which these are based please visit our website at: www.usack.org
 
Special Election Considerations

In order to achieve the staggering of terms proscribed by the proposed Bylaws in Section 8.12, the elections will be for differing terms.

The Sprint Athlete Director and the Slalom Sport Director will be elected to two-year terms.

The Slalom Athlete Director and the Sprint Sport Director will be elected to four-year terms.

The non-Olympic Sport Director will be elected to a four-year term.

The USACK Representative to the AAC (and alternate) will be elected at the same time for a four-year term using the same process.

Who is responsible for USA Canoe/Kayak’s Special Election?

The Nominating and Governance Committee is responsible for the conduct of all elections. The Committee will instruct the USACK staff via the Executive Director to prepare for the Special Election.

What is the time-line of the nominations/elections?

January 31    The current USACK Board will vote at the Annual Meeting on the adoption of the new Bylaws proposed by the Governance Task Force. All that follows assumes the Board will approve the new Bylaws in substantially the form proposed.  The Initial Nominating and Governance Committee may or may not be ready to introduce the four Independent Directors by this date.

February 2    Call for Nominations for five new director positions and the AAC representative and Alternate will be emailed to all current members who are eligible to vote. This is the date of record for eligibility to vote and to be nominated. Memberships must be current on this date and have expiration dates no earlier than March 3

February 12    Deadline for nominations to be received by the Nominating and Governance Committee and for memberships to be accepted or renewed for purposes of voting.  In order to be considered nominations must be received by this date via e-mail and must include bios of all nominees and confirmation of nominees’ agreement to serve if elected.

February 16    Email ballots to all members who are eligible to vote.

February 27    Deadline for voting via email reply to the Nominating and Governance Committee.

March 3    Elections results will be announced via the USACK website.

?Who can nominate?

In order to nominate a candidate for a Sport Director position, you must be at least 18 years of age and be a member in good standing at the time you make the nomination. Nominators may nominate themselves. It is the responsibility of the nominator to verify that the candidate is willing to accept that position if elected.

Nominations for Athlete Director Positions and AAC representative can only be made by those athletes who are eligible to vote for and serve in those positions. These requirements are set out in the proposed By-Laws.

The Initial Nomination and Governance Committee may also consider qualified candidates for the Sport Director positions who have not been nominated by members if necessary to meet the minimum of two qualified candidates for each position or if it determines that is necessary to ensure the desired diversity of skills and experience of the Board.

In the case of the election of the AAC representative, the Initial Nominating and Governance Committee must ensure that there is at least one candidate of each gender.  If there are only two candidates, the Representative to the AAC will be the candidate receiving the most votes in the election and the runner-up will be the Alternate USACK Representative to the AAC.  If there are more than two candidates, the Representative to the AAC will be one with most votes and the Alternate will be the candidate of the opposite gender who has the most votes.

How do I nominate?
 
Assuming the Bylaws are approved on the January 31, all USACK members will receive an email on or about February 2, officially requesting nominations and explaining in detail the process for making nominations.  You will then have 10 days, or until about February 11, to actually nominate candidates.  The nominations will go to an email account called bodnoms@USACK.org that the INGCOM will have access to.  USACK will vet the nominations to make sure they comply with the nominating procedures in the email you will be sent on February 2.   INGCOM will then prepare a ballot on or about February 16, and an email election will be held, with the results known at the end of February.

Will all nominees be included on the ballot?

For athlete positions, yes, each nominee properly nominated and meeting the requirements of the position will be on the ballot. For the Sports Director positions, the Initial Nominating and Governance Committee will review all the nominations and select from them at least two candidates for each position based on their respective backgrounds and the overall needs of the Board. Only those candidates so selected by the Initial Nominating and Governance Committee will be on the ballot.


Who can vote?

In order to vote, you must be at least 18 years of age and be a member in good standing as of February 2, 2009. In addition your membership expiration date must not be earlier than March 3. Members who join or renew their membership after this date will not be eligible to vote in this Special Election.

Members voting for positions that are designated by athlete status must also meet those qualifications to serve in that position. Members will vote for only one of the Sports Director positions based on the sport affiliation indicated on their membership profile in the USACK on-line membership system as of February 2.

Members may vote only once and may vote only by replying to the official email ballot. It is each member’s responsibility to keep his membership current and to maintain current and correct contact information. Renewing memberships and updating profile information can be done using the USACK on-line membership system at: https://member.usack.org

Questions?   E-mail:  info@usack.org

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