USA WATER POLO, INC. MINUTES OF A MEETING OF THE BOARD OF DIRECTORS AND WATER POLO ASSEMBLY. January 18, 2013

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1 USA WATER POLO, INC. MINUTES OF A MEETING OF THE BOARD OF DIRECTORS AND WATER POLO ASSEMBLY January 18, 2013 A meeting of the Board of Directors ( Board ) of USA Water Polo, Inc. ( USAWP ) was held on January 18, 2013 at 2:30 pm PST at the Crown Plaza Hotel, Los Angeles International Airport, California. The meeting was held in conjunction with the USA Water Polo General Assembly held on January 18 th to 20 th, Board of Director Members in attendance at the Board Meeting included: Mike Graff Ryan Bailey incoming Athlete Representative RoAnn Costin (by phone) Richard Esterkin Jeremy Laster Ellen Estes Lee Sandy Nitta Ed Reynolds Vicky Rogers Bill Smith Bob Sternfels Also in attendance at the closed Board session was: Chris Ramsey CEO of USA Water Polo Jim Callahan USAWP Director of Finance Claudia Dodson USAWP Director of Club and Member Services Adam Krikorian USAWP Woman s Senior National Team Head Coach Rick McKee Team Leader, USAWP Men s Senior National Team Stephanie London Krogius USAWP Director of Advancement Dale Neuburger FINA Vice President Jennifer Rottenberg USAWP Chief Marketing Officer On Friday morning at 9:00am PST, before the Board meeting, several members of the USAWP Board made a site visit to the Marine Corps Air Station in Tustin, California to inspect the location of the proposed USAWP National Training Center and to hear presentations from two architect candidates (LPA and Ewing Cole). 1 P age

2 Later that afternoon at 2;30 PM PST in Los Angeles, Mike Graff opened the Board meeting at the Crowne Plaza in Los Angeles by welcoming the Board and staff members present and described the agenda of events over the next two days. The first item on the agenda was the review and approval of the minutes of the meeting of the Board of Directors held on October 16, As there were no changes to the minutes as presented, a motion was duly made by Ed Reynolds and seconded by Ellen Estes Lee, and it was unanimously RESOLVED, that the Minutes of the Meetings of the Board of Directors (the Board ) held on October 16, 2012 in the form presented at this Meeting, be, and hereby are, Next Jim Callahan, Director of Finance reviewed 2012 preliminary financial results and the proposed 2013 budget. Mr. Callahan went through the financials line by line, describing each revenue/expense line item and the rational for the 2013 expectations. He detailed the cost for all 2013 National Team trips and ODP costs. Mr. Graff led a discussion on USAWP s financial support for our National Teams over and above the monies contributed by the United States Olympic Committee and then talked about funding for our National Team pipeline teams. After an active discussion among the Board members on the 2013 USAWP Budget, a motion was duly made by Bill Smith and seconded by Richard Esterkin, and it was unanimously RESOLVED, that the 2013 USAWP Budget in the form presented at this Meeting be Adam Krikorian next gave an update on the Woman s Senior National Team. He first described the current roster, detailing which athletes were retiring and who is expected to return to the National Team. Mr. Krikorian presented the 2013 schedule and training plan, which detailed how the team s training changed over the year as they prepared for the team s competitions starting in the early summer, and culminating at the FINA World Championships in late July in Barcelona, Spain. Rick McKee then gave an update on the Men s Senior National Team. He first focused on the upcoming World Championship qualifying tournament in Calgary, Canada at the end of January. This team will be led by interim Head Coach Jovan Vavic from the University of Southern California. Mr. McKee then described the path for qualifying for the 2016 Olympics in Rio de Janerio, Brazil. He concluded by summarizing the 2013 calendar of scheduled tournaments. During this session, Ryan Bailey, incoming Athlete Representative to the Board, brought up several issues including the number of athletes on the Board and provided the Board with his thoughts as to how the Board could improve athlete communication with the Board and USAWP staff. Ellen Estes Lee presented the results of a proprietary survey of National Team Athletes, which included comments on what worked well and what did not work well over the last quad. The next discussion item was proposed amendments to USA Water Polo s By-Laws. The proposed amendments, which are reflected on the redline version of the Bylaws attached to these minutes, dealt with two issues: (a) better coordinating USAWP s calendar for the election of Athlete Directors with the calendar for the election of Athletes to the U.S. Olympic 2 P age

3 Committee s Athletes Advisory Council and (b) altering the Director term limits provisions of the Bylaws in response to the discussion among the Board members and the Zone Representatives at the 2012 Assembly. 1 A motion to approve the proposed changes to the Bylaws was duly made by Bob Sternfels and seconded by Ed Reynolds, and it was unanimously RESOLVED, that the amendments to the USAWP By Laws as shown on the redline version of the Bylaws attached hereto as Exhibit A be approved by the Board and to the extent that approval of those amendments by the Zone Representatives at the Assembly is required, that the Board recommend to the Zone Representatives that they approve those amendments. The next discussion item was proposed amendments to USA Water Polo s Zone Policies and Procedures. The proposed amendments, which are reflected on the redline version of the Zone Policies and Procedures attached to these minutes dealt with two issues: (a) amending the Zone Policies and Procedures to restrict voting on Zone Boards to members 18 years of age, or older and (b) altering the time limits for the conduct of elections for Zone Boards. A motion was duly made by Bill Smith and seconded by Bob Sternfels and it was unanimously RESOLVED, that the changes to the USA Water Polo Zone Policies and Procedures to add in Article V Zone Board, Section 5 Election of Zone Board Members, a paragraph on Voting Members in the from presented at this Meeting (attached as Exhibit B) hereby are Dale Neuburger, FINA Vice President next described his role at FINA and how he operates with the NGBs for which he is responsible. During his presentation, he highlighted important elections that are coming up at FINA. He further elaborated on how FINA can best interact with USAWP. Claudia Dodson then made a presentation on Safe Sport Mandates that the USOC was implementing across all NGBs. The elements included guidelines stipulating prohibited conduct, criminal background checks, education & training and reporting. A sport development report prepared by Claudia Dodson and Christy Medigovich was also given to the Board. This report included a summary of events in 2012 and information on membership growth initiatives. Chris Ramsey then gave a brief Operational Report. This was followed by a report from Mr. Ramsey, Mike Graff and Ed Reynolds on the progress of the developments for the proposed National Training Center in Orange County. Mr. Graff commented on the impressive presentations given earlier in the day by the architectural firms during the on-site visit. Mr. Reynolds followed with his report on the stadium project. Mr. Ramsey then asked for support from the Board for USAWP to participate in the Orange County Sports Foundation and distributed a Memorandum of Understanding from Orange County Parks. After some discussion among the Board a motion was duly made by Mike Graff and seconded by RoAnn Costin and it was unanimously 1 Note: The attached redline of the Bylaws is not the version of the Bylaws that was included in the materials that were distributed to Board members in advance of the meeting. Due to a copying error in preparing those materials, an earlier version of the proposed Bylaw amendments was included in those materials. 3 Page

4 RESOLVED, that USAWP should participate in the Orange County Sports Foundation with Chris Ramsey acting as our representative to the Foundation. Mr. Graff discussed items on the agenda for the following day at the USAWP General Assembly and then the Board concluded the meeting in executive session. USAWP General Assembly (Saturday, January 19, 2013) The USA Water Polo General Assembly opened on Saturday, January 19 th at 8:00am PST at the Crowne Plaza Hotel in Los Angeles, California with Chris Ramsey welcoming all of the Assembly delegates. Jim Thompson, Founder and CEO of the Positive Coaching Alliance followed Mr. Ramsey by giving the keynote address. Mike Graff next gave the Chairman s Report. Mr. Ramsey next spoke to the Assembly giving a report on USAWP operations. Various other USAWP staff members also addressed the delegates at the General Assembly including: Jim Callahan finance Claudia Dodson events Christy Medigovich membership Stephanie London Krogius advancement Jen Rottenberg sponsors and marketing Greg Mescall social media Adam Krikorian Woman s Senior National Team Rick McKee Men s Senior National Team Kim Everist & James Lathrop the Olympic Development Program Jim Cullingham USAWP Referee Association John Abdou Coaches Association Following the staff presentations, the staff opened a dialogue with Assembly delegates, who asked questions and made statements on a variety of issues related to the presentations. Next the Assembly Delegates had a closed session with the USAWP Board. The first item on the agenda was ratifying the Nominating Committee s nomination of three Board members for re-election to new terms on the Board. The three Board members left the room and USAWP Secretary Bill Smith ran the meeting by reviewing the Board member s background and past experience with USAWP. A motion was duly made and seconded, and it was unanimously RESOLVED, that Mike Graff, Bob Sternfels and Vicky Rogers are elected as members of the USAWP Board of Directors for four year terms commencing on June 1, The next item on the agenda was for the Assembly to vote on the amendments to Article 7 of the By-Laws that had been approved by the Board of Directors the day before (see above). Richard Esterkin described the proposed changes to the Assembly delegates. After an active discussion, certain Assembly Delegates proposed that Article 21 of the By-Laws be amended to require that future By-Law amendments that are to be presented to the Assembly Delegates be circulated no later than 60 days prior to the commencement of the Assembly. Following the foregoing dicussion, by hand count vote of 33 delegates in favor and 7 opposed, it was 4 P age

5 RESOLVED, that the amendments to the USAWP By Laws as shown on the redline version of the Bylaws attached hereto as Exhibit A be approved; and that the By-Laws be further amended to provide in Article 21 that future By-Law amendments that are to be presented to the Assembly Delegates be circulated no later than 60 days prior to the commencement of the Assembly The General Assembly delegates and the Board then engaged in discussing a number of topics including ideas for growing membership, club recognition, zone compensation and the number of Athlete Directors on the current USAWP Board. Mr. Graff concluded the open discussion and thanked all the delegates for coming to the General Assembly and for their dedicated service to USA Water Polo. Respectfully submitted, William K. Smith Secretary USA Water Polo, Inc. 5 P age