USHJA Board of Directors

Page 1 of 10 Session I Monday, December, 12 USHJA Board of Directors Meeting Minutes Monday, December 12 - Thursday, December 15, 2016 Palm Springs, CA Board Members Present: Mary Babick, John Bahret, Debbie Bass, Bob Bell, Tom Brennan, Jennifer Burger, Shelley Campf, Diane Carney, Richard Cram, Lori Cramer, David Distler, Dianne Johnson, Larry Langer, Tobey McWilliams, Bill Moroney, Cheryl Rubenstein, Charlotte Skinner-Robson, Geoff Teall, Skip Thornbury Board Members Not Present: Margie Engle, Candice King, Anne Kursinski Staff Present: Kevin Price, Marianne Kutner, Leslie Mangan I. Welcome Bill Moroney welcomed the Board and the meeting commenced at 4:30 p.m. PST. II. III. Roll Call Roll call was conducted and it was established that there was a quorum present. Approval of Agenda The agenda was amended to add, after Item 8, Ratification of Working Group Appointees to the Board. Diane Carney made a motion to approve the amended agenda; Dianne Johnson seconded. The motion was unanimously approved. IV. Approval of the Meeting Minutes from November 14, 2016 John Bahret made a motion to approve the minutes of the November 14, 2016 meeting; Larry Langer seconded. The motion was approved by majority vote, with abstention from Bill Moroney who was not present at the November 14 meeting. V. Review of Conflict of Interest and Ethics Statement Bill Moroney reviewed the Conflict of Interest Statement and Ethics Policy and reminded Board members to complete, sign and return a copy of the Disclosure and Affirmation as well as the Conflict of Interest Disclosure Statement which is an annual requirement for all board members. VI. Executive Director Report The Board reviewed the report presented with their meeting materials. Kevin Price summarized additional information not included within the report that included mention of the ribbon discount 12.12-15.2016 USHJA Board of Directors Meeting Minutes

Page 2 of 10 program offered to Affiliates through Hodges Badge Company, the fact that the ShopUSHJA.com website has been optimized for mobile devices, that a retail outlet in Lexington, Kentucky will be offering USHJA logo wear in its store, and that USHJA continues to investigate available LMS (Learning Management Systems) platforms in the Association s quest to develop an education content delivery system for its members. No questions were asked. VII. Treasurer s Report The Board reviewed the Treasurer s Report presented within their meeting materials. No questions were asked. Ms. Carney made a motion to approve the Treasurer s Report, as presented. Mr. Langer seconded, and the motion was unanimously approved. VIII. IX. Election Procedures & Presentation of Voting Slate Mr. Moroney reviewed the Election Procedures provided to the Board within their meeting materials. Nominating Committee Report to the Board Nominating Committee Chair Howard Pike presented the Nominating Committee Report which included the final voting slate of officers and Directors At-Large: National Vice President Four-Year Term David Distler Nominating Committee Nominee Treasurer Two-Year Term Dianne Johnson Nominating Committee Nominee Shelley Campf Board Floor Nominee At-Large Directors (3 seats) Katharine Benson - Nominating Committee Nominee Lori Cramer Board Floor Nominee Joe Dotoli - Nominating Committee Nominee Britt McCormick - Board Floor Nominee Sissy Wickes - Nominating Committee Nominee At the conclusion of the report, both Dianne Johnson and Lori Cramer asked to be removed from the voting slate. Charlotte Skinner-Robson made a motion to approve the voting slate amended by removal of both Dianne Johnson s and Lori Cramer s names from the ballot. Mr. Langer seconded, and the motion was unanimously approved. X. Election of National Vice President and Treasurer Board members participated in the voting process by casting their votes individually via secret ballot. Nominating Committee Chair Howard Pike and USHJA Legal Counsel Marianne Kutner, assisted by USHJA staff Leslie Mangan and Kevin Price, witnessed votes being cast and tallied the ballots upon completion of the voting process.

Page 3 of 10 At the conclusion of the vote tally, David Distler was announced as the USHJA Vice President and Shelley Campf was announced as the USHJA Treasurer. XI. Election of At-Large Directors (for 3 available seats) Board members repeated the voting process by casting their votes individually via secret ballot. Nominating Committee Chair Howard Pike and USHJA Legal Counsel Marianne Kutner, assisted by USHJA staff Leslie Mangan and Kevin Price, witnessed votes being cast and tallied the ballots upon completion of the voting process. At the conclusion of the vote tally, both Katharine Benson and Sissy Wickes were announced as At- Large Directors and there was a tie between Joe Dotoli and Britt McCormick. A run-off vote was cast individually by each Board member via secret ballot. At the conclusion of the run-off election and vote tally, Joe Dotoli was announced as the third At-Large Director. XII. Ratification of Working Group Appointments to the USHJA Board Bill Moroney announced the results of the Hunter and the Jumper Working Group elections and presented the list of resulting appointments to the USHJA Board. A ballot was signed and submitted by each Board member ratifying the following appointments to the USHJA Board (each for a two-year term): Discipline Vice President Hunter Dianne Johnson Discipline Vice President Jumper Charlotte Skinner-Robson Discipline Director Hunter Betty Oare Discipline Director Jumper (2) DiAnn Langer Jimmy Torano XIII. Election of USHJA Representatives to USEF National Breeds & Disciplines Council (NBDC) Bill Moroney summarized a report provided to the Board within the meeting materials that explained that since three members of the USEF NBDC were vacating the USHJA Board at the conclusion of Annual Meeting, they were no longer eligible to serve on the Council for the remainder of their terms. Therefore, an election was held to replace those individuals. At the conclusion of balloting, the following USHJA Board members were elected to the NBDC Council (replacing the seats held by Bill Moroney and Skip Thornbury): Jennifer Burger Cheryl Rubenstein Since there were no additional USHJA Board members eligible or able to serve on the NBDC, the Hunter Working Group nominee was recommended for appointment (to replace the seat held by Bob Bell):

Page 4 of 10 **Robin Fairclough [**Clarification to the Meeting Minutes: At the conclusion of the Board meeting on Thursday, December 15, it was noted that Bob Bell, because of his service on another Federation Committee, was still eligible to serve on the NBDC and did not have to give up his seat even though he was leaving the USHJA Board. Therefore, Bob Bell will retain his position on the NBDC for the remainder of his original term. Ms. Fairclough was notified of this clarification and will not be seated on the NBDC at this time]. XIV. 2016 Rule Change Procedures Board members reviewed the 2016 rule change procedure document provided to them in their meeting materials. No questions were asked. XV. Consideration of Dates/Locations for 2017 Board Retreat Board members reviewed a document provided with their meeting materials that listed possible dates and location for an in-person Board retreat in either May or June, 2017. Discussion ensued and the group decided to follow-up on the conversation at a later date. No formal action was taken. XVI. 2017 Board of Directors Meeting Schedule Board members reviewed and approved the 2017 meeting calendar for both the Board and the Executive Committee, as presented. No questions were asked. XVII. Current Bylaws and Policy Manual The Board reviewed copies of both the USHJA bylaws and the Bylaw Policy and Procedure Manual presented with their meeting materials. No questions were asked XIII. Old Business None XIV. New Business None XV. Recess There being no further business, Ms. Carney made a motion to recess, Ms. Skinner-Robson seconded, and the meeting recessed at 5:24 p.m. PST. Session II Tuesday, December, 13 Board Members Present: Mary Babick, John Bahret, Jennifer Burger, Debbie Bass, Bob Bell, Tom Brennan, Shelley Campf, Diane Carney, Richard Cram, Lori Cramer, David Distler, Dianne Johnson, Larry Langer, Tobey McWilliams, Bill Moroney, Cheryl Rubenstein, Charlotte Skinner-Robson, Geoff Teall, Skip Thornbury Board Members Not Present: Bob Bell, Margie Engle, Candice King, Anne Kursinski Staff Present: Kevin Price, Marianne Kutner, Leslie Mangan

Page 5 of 10 I. Welcome Bill Moroney welcomed the Board and the meeting resumed at 5:00 p.m. PST. II. III. IV. Roll Call Roll call was conducted and it was determined that the quorum established in the meeting s opening session was maintained. Approval of Amended Agenda Mr. Distler Distler made a motion to approve the amended agenda; Mr. Bahret seconded. The motion was unanimously approved. At-Large Director Vacancy Due to Charlotte Skinner-Robson s appointment to the USHJA Board as Jumping Discipline Vice- President, she was forced to vacate her At-Large Director seat on the Board. The single remaining At-Large Director nominee from the original voting ballot was Britt McCormick. The Board, absent objection, has selected Britt McCormick to fill the At-Large Director vacancy on the Board for the remainder of Ms. Skinner-Robson s term (December 2016-December 2018). Mr. Distler made a motion to name Britt McCormick at At-Large Director to the Board to fill the vacancy for the remainder of the original term (December 2016-December 2018). Mr. Bahret seconded, and the motion was unanimously approved. V. USHJA Appointments to the USHJA Foundation Board Board members were presented with a list of names of USHJA representatives to the USHJA Foundation Board. This listing was a requirement to ensure that both organizations are in compliance with IRS Type 1 Public Charity Status which mandates that the majority of the USHJA Foundation Directors must be appointed by the USHJA Board of Directors. By providing the USHJA BOD-approved list of appointees to the USHJA Foundation Board, this majority is established and the Association and Foundation can ensure they remain compliant with non-profit regulations. The following individuals were recommended for appointment to the USHJA Foundation Board: Mary Babick (currently serving) Marnye Langer (currently serving) Cheryl Rubenistein (currently serving) Geoff Teall (currently serving) W. Craig Dobbs (currently serving) Cindi Perez Louise Serio (currently serving) Bill Woodson A motion was made and seconded to approve the USHJA appointments to the USHJA Foundation Board of Directors. The motion was unanimously approved. VI. Approval of Amendment to USHJA Bylaw Policy & Procedure Manual Board members reviewed a proposed amendment to the Bylaw Policy & Procedure Manual needed to document the necessary procedure for naming USHJA-appointed individuals to the USHJA Foundation Board to ensure both organizations are in compliance with non-profit regulations: XII. USHJA Foundation Representation*

Page 6 of 10 Appointment of Directors to the USHJA Foundation The USHJA President will put forward names to the USHJA Board of Directors for appointment to the USHJA Foundation Board of Directors. The number of Directors appointed to the USHJA Foundation Board shall constitute a majority of the Foundation Board members. This number will be adjusted at any time to ensure a majority is maintained. Removal of Directors Any Director appointed to the USHJA Foundation by the President of USHJA can be removed from his/her position by the USHJA Board of Directors with or without cause. *In order to maintain IRS Type 1 Public Charity status, the majority of the USHJA Foundation Directors must be appointed by the USHJA Board of Directors. Ms. Carney made a motion to approve the amendments to the USHJA Bylaw Policy & Procedure Manual, as presented. Mr. Langer seconded and the motion was unanimously approved. VII. Board Work Session Legal and Liability Issues for Directors, Volunteers, and Staff The board participated in a working session conducted by Angela Bailey from HR Affiliates regarding legal issues and liability concerning Harassment in the work place. V. Recess The working session concluded and the Board meeting recessed at 6:10 p.m. PST. Session III Thursday, December, 15 Board Members Present: Mary Babick, John Bahret, Debbie Bass, Bob Bell, Tom Brennan, Shelley Campf, Diane Carney, Richard Cram, Lori Cramer, David Distler, Margie Engle, Dianne Johnson, Anne Kursinski, Larry Langer, Tobey McWilliams, Bill Moroney, Cheryl Rubenstein, Charlotte Skinner-Robson, Skip Thornbury Board Members Not Present: Jennifer Burger, Candice King, Anne Kursinski, Geoff Teall Staff Present: Kevin Price, Marianne Kutner, Leslie Mangan, I. Welcome Bill Moroney welcomed the Board and the meeting resumed at 8:00 a.m. PST. II. III. Roll Call Roll call was conducted and it was determined that the quorum established in the meeting s opening session was maintained. Approval of Agenda Ms. Babick made a motion to approve the agenda; Mr. Langer seconded. The motion was unanimously approved. V. Rule Change Proposals Consent Calendars - Approval

Page 7 of 10 Mr. Cram a motion to put the International Consent Calendar- Approval on the floor for discussion and vote; Mr. Bahret seconded. Ms. Babick requested that two of the rule change proposals be removed from the consent calendar and moved to the voting calendar. Tracking #264-16 (JP Schooling Appendix) and Tracking #271-16 (JP135.14) were moved to the International Voting Calendar. There being no further comment or question, the consent calendar listed below was put to vote and was unanimously approved: International Consent Calendar - Approval Rule Tracking # Draft # Description 263-16 2 Walk Rails JP Appendix A JP Appendix A 264-16 2 10cm height variance schooling fences moved to voting calendar JP 103.5 280-16 3 Certified Schooling Supervisor Young Jumper Classes JP 103.2 278-16 2 Schooling Supervision JP 105.1 277-16 2 Judges JP 116.4 279-16 2 Five Year Old Jumper JP 116.4 276-16 2 Five Year Old Jumper JP 116.5 275-16 2 Classes Restricted by Age of Horse JP 117.2 281-16 2 Amateur Jumper JP 117.5 274-16 2 Classes Restricted to Junior, Amateur Owner or Young Riders JP 118.4 273-16 1 Classes Restricted to Children, Adult Amateurs or Ponies JP 122.4 261-16 2 Standards JP 122.4 262-16 1 American Standard JP 131.2 272-16 2 Speed JP 135.14 271-16 2 Hors De Concours moved to voting calendar JP 142.3 270-16 2 Breaking Ties JP 145.3 267-16 2 Faults and Time JP 145.3 268-16 2 Faults and Time JP 147.1 266-16 2 Faults Converted Into Seconds JP 150.12 265-16 2 Starting Order JP 150.12 081-16 1 Multiple Horses Mr. Bahret made a motion to put the National Consent Calendar - Approval on the floor for discussion and vote; Mr. Langer seconded. Ms. Babick requested that Tracking #287-16 (HJ208) be moved to the National Voting Calendar. There being no further comment or question, the consent calendar listed below was put to vote and was unanimously approved: National Consent Calendar - Approval Rule Tracking Draft # Description # EQ 103.4 295-16 1 Eligibility to Compete EQ 105.5 291-16 2 Appointments EQ 110.6 292-16 2 Pony Medal Class EQ 110.10 293-16 2 WIHS Equitation EQ 110.13 084-16 1 Medal Class

Page 8 of 10 EQ 112.0 294-16 1 H/J Seat Equitation HJ 208.0 287-16 2 Exercise/Longe Area moved to voting calendar HU 108.1 284-16 1 Ponies HU 111.1 285-16 2 Junior Hunter HU 119.0 151-16 1 Junior Hunter 3 3 HU 185.5 283-16 2 National/Zone HOTY Awards Mr. Langer made a motion to put the General Consent Calendar - Approval on the floor for discussion and vote, Ms. Skinner-Robson seconded. Ms. Babick requested that Tracking #213-16 (GR1033.17) be moved to the National Voting Calendar. There being no further comment or question, the consent calendar listed below was put to vote and was unanimously approved: General Consent Calendar - Approval Rule Tracking Draft # Description # GR 201 404-16 3 Farm Membership GR 202 216-16 1 Membership GR 808.2 214-16 1 Championships GR 845 381-16 2 Safety Preparedness GR 1009 375-16 1 Recorded Judge GR 1012 339-16 3 Learner-Apprentice GR 1015 340-16 1 Steward GR 1033.17 213-16 2 Hunter/Jumping Seat Equitation Judges moved to voting calendar GR 1057.6 357-16 2 Hunter Judges GR 1061 370-16 2 Course Designers GR 1063 385-16 2 Jumper Course Designer GR 1120 212-16 1 Awards GR 1133.3 356-16 1 Amateur Jumpers GR 1210.7 362-16 1 Competition Management GR 1212.2 363-16 1 Prize Lists Mr. Bahret made a motion to put the General Consent Calendar Disapprovals on the floor for discussion and vote; Ms. Rubenstein seconded. There being no further comment or question, the disapproval consent calendar listed below was put to vote and was unanimously approved: General Consent Calendar - Disapproval Rule Tracking # Draft # Description GR 308 037-16 1 Mileage GR 308 038-16 1 Mileage GR 308 039-16 1 Mileage GR 308 040-16 1 Mileage GR 309.2 117-16 1 Privacy GR 1306.13 091-16 1 Professional/Amateur

Page 9 of 10 Voting Calendars Ms. Babick made a motion to put the International Voting Calendar on the floor for discussion and vote; Ms. Rubenstein seconded. The following individual actions were taken: International Voting Calendar Rule Tracking Draft # Description Board Action # JP Appendix A 264-16 2 10cm height variance Refer to January schooling fences JP 135.14 271-16 2 Hors De Concours Approved (8 to 7 vote) JP 103.9 088-16 1 Cell Phones/Ear Buds Refer to January Mr. Bahret made a motion to put the National Voting Calendar on the floor for discussion and vote; Mr. Langer seconded. The following individual actions were taken: National Voting Calendar Rule Tracking Draft # Description Board Action # HJ 208.0 287-16 2 Exercise/Longe Area Approved EQ 105.5 290-16 2 Tack Refer to January HJ 102.9 288-16 2 Certified Jumper Withdrawn Schooling Supervisor HJ 400 299-16 1 Limiting Entries Referred to January HU 112 150-16 2 National Hunter Derby Referred to January HU 154 083-16 1 Cell Phones/Ear Buds Referred to January HU 172.1 286-16 2 Measurements Approved HU 191 149-16 1 International Hunter Derby Approved (10 to 5 vote) Mr. Langer made a motion to put the General Voting Calendar on the floor for discussion and vote; Mr. Bahret seconded. The following individual actions were taken: General Voting Calendar Rule Tracking Draft # Description Board Action # GR 1033.17 213-16 2 Hunter/Jumping Seat Disapproved Equitation Judges GR 126.2 092-16 1 Definition of Horse Disapproved GR 309 364-16 1r Dues, Fees & Insurance Approved GR 837 376-16 2 Hunter Approved GR 839 348-16 1 Cruelty Disapproved GR 843 349-16 1 Horse Collapse Approved GR 844 347-16 2 Horse Fatality Disapproved GR 850 093-16 2 Tails Disapproved GR 915.1 368-16 1 Limiting Entries Refer to January GR 1038 021-16 2 Stewards/TDs Approved GR 1202.1 346-16 2 Competition Manager Approved GR 1211 036-16 1 Qualified Medical Disapproved Personnel GR 1306.3 079-16 1 Amateur Rule Disapproved

Page 10 of 10 VI. VII. VIII. Old Business None New Business Ms. Johnson suggested considering moving the final Board session at Annual Meeting to Wednesday evening rather than Thursday morning. Discussion ensued regarding considering the feasibility of doing so in the future, although it was noted that the Annual Meeting schedule, and particularly the final Board meeting session, is very dependent upon the number of rule changes proposed each year that USHJA will have to consider and that is not determined until mid-september. By that date, most of the schedule for that year s Annual Meeting has already been established and meeting space contracted. Adjourn There being no further business, the December 12-15, 2016 meeting of the USHJA Board of Directors was adjourned at 10:30 a.m. PST Respectfully submitted, Larry Langer, Secretary