USA WATER POLO, INC. MINUTES OF A MEETING OF THE BOARD OF DIRECTORS AND WATER POLO ASSEMBLY January 14, 2012 A meeting of the Board of Directors ( Board ) of USA Water Polo, Inc. ( USAWP ) was held on January 14, 2011 at 12:00 pm PST at the Crown Plaza Hotel, Los Angeles International Airport, California. The meeting was held in conjunction with the USA Water Polo Assembly and Referee School held on January 13 th to 15 th, 2011. Board of Director Members in attendance at the Board Meeting included: Mike Graff RoAnn Costin Richard Esterkin John Hendrickson Ellen Estes Lee Sandy Nitta Ed Reynolds Bill Smith Bob Sternfels Also in attendance at the closed Board session was: Chris Ramsey CEO of USA Water Polo Guy Baker USAWP Director of Olympic Development Jim Callahan USAWP Director of Finance Mark Denny Orange County Parks Director Claudia Dodson USAWP Director of Club and Member Programs Dale Neuburger FINA Vice President Jennifer Rottenberg USAWP Chief Marketing Officer The Water Polo Assembly activities began on Friday, January 13 th with an informal delegate session highlighting National Events. Later that afternoon, Mr. David Sternberg, CEO of Universal Sports, gave a keynote address to the Assembly on the current state of sports media and how it has changed over the years. As a part of his presentation he discussed the sport of water polo and how it could enhance its attractiveness for TV and Cable audiences. The next morning, Mike Graff welcomed the delegates and opened the 2012 USA Water Polo Assembly by giving an address on the State of Water Polo, where it has been and where it is going. Following Mr. Graff s address Mr. Dale Neuberger from FINA and several members 1 P age
from the USAWP staff addressed the Assembly. The delegates were asked to hold their questions until after all the presenters spoke. Finance Mr. Jim Callahan started the updates by reviewing the latest financial results and the 2012 USAWP Budget. He also mentioned that he is in the process of creating a new club financial survey that he was undertaking to create a model of best practices for all clubs. FINA (Federation Internationale de Natation) Update Mr. Dale Neuburger next gave an update on what is happening within FINA and how it will be affecting water polo. He commented that the sport of water polo should endeavor to get bigger, not only in the United States, but around the world. He mentioned that he was very impressed with USAWP s Splashball initiative. He furthered added that international relations is a very important role for USAWP and encouraged the Assembly to continue to support these efforts. He congratulated USAWP on the impressive turnaround of its financial condition and commented that sustained international competitive excellence cannot be achieved without the support of a well managed and well funded organization. He then also congratulated USAWP on its success with the Olympic Development Program and added that he supports the initiative to build a new USA Water Polo National Training Center. Olympic Development Program ( ODP ) Mr. Guy Baker gave an update on ODP, Phase 4. As of January 10 th there are 1,638 athletes participating in ODP (a 17% increase over 2011). There are plans to add satellite training in the Northeast, Southeast and Midwest Zones. He then gave an update on the recently completes Holiday Camp in Colorado Springs, which has been expanded significantly to accommodate 240 young athletes. Mr. Baker also commented on the success of the USAWP Golf Tournament. Finally, he discussed the rollout of the coach education and development initiative called It Starts with Coaches. Club and Member Programs Claudia Dodson, USAWP Director of Club and Member Programs, gave a review of 2011 sanctioned events and discussed initiatives relating to the Conduct of Championships which included new processes for junior Olympics registration and roster verification. Christy Medigovich, USAWP Membership Manager, talked about the new age verification process, which would be required for all registered athletes, each of whom will pay a one-time $5.00 charge. Referees Mr. Jim Cullingham, USAWP National Director of Referees, gave a presentation on What we have accomplished and where we are heading in 2012. He commented on the revised and improved referee management within the structure of the USAWP Referees Association. He also commented on initiatives to encourage the recruiting of more female referees, referee training & certification, and evaluation. Marketing Ms. Jen Rottenberg next gave a presentation on marketing highlights for 2011. She talked about the current roster of USAWP sponsors and mentioned that total marketing revenues have increased 205% in 2011 over 2010. She then went on to describe the Cap Campaign and the preparations being made for the 2012 Olympic Year. CEO Report Mr. Chris Ramsey gave the final prepared remarks about how USAWP works for the members. He said that he continually asks How can we best fulfill our mission and touch more lives. Lastly he cited how USAWP is continually improving its transparency and said that we would work with our coaches and clubs to bring greater unity within our sport. 2 P age
USAWP Assembly Open Forum The session opened with several delegates asking certain operating and financial questions that were addressed by the USAWP staff. Mr. Andrew Morris (Pacific Zone) then raised his hand and said that the Zone Chairs wanted to present a change to the By-Laws to eliminate section 7.11 Term Limits for Directors. He mentioned that the majority of the Zone Chairs wanted to have a vote to eliminate term limits because they were happy with the current Board of USAWP and did not want to see members forced to leave the Board. Certain of the current Directors would become ineligible for reelection at the election slated to occur in January 2013. Several members of the Assembly asked questions and discussed the pros and cons of eliminating term limits from the By-Laws. Mr. Richard Esterkin, USAWP Board member and attorney, described the provisions in the By Laws and answered several questions from the Assembly delegates. A roll call vote of all the delegates was held and the result was that 81% (38 yea, 9 no) of the delegates voted to repeal section 7.11 on Term Limits. Mr. Raf Ruano (Central California Zone), citing Section 21.1 of the By Laws on Amendments stated that the Assembly cannot vote for an amendment but rather could only ratify an amendment that was first adopted by threequarters (3/4) of the Board Mr. Graff then said that the Board had never discussed this amendment in any of its past Board meetings, but would take up the proposal at the Board meeting that was scheduled to commence immediately following the Assembly session. He then asked the Assembly delegates to reconvene that evening to consider the formal Board s response to the proposed amendment. The Board then met in closed session with USAWP staff. The first item on the agenda was a presentation from Mr. Mark Denny, the Orange County Parks Director. Mr. Denny shared Orange County s proposed plan for a regional park on the site of the former Tustin Marine Corps Air Base. He talked about the site history (hangers at Tustin), the regional concept, park plan principles and design concepts. He noted that the proposal included land set aside for an active recreational use, which could include a water polo facility and ice hockey rinks. He also noted that one of the four formal recommendations of the OC Parks Department to the OC Board of Supervisors was to enter into an exclusive negotiation with the OC Sports Foundation, a new 501(c)3 made up of USA Water Polo and Anaheim Duck Foundation representatives to develop a plan for this portion of the regional park. Mr. Denny noted that the plan had been unanimously approved by the OC Parks Commission earlier in January. The next item on the agenda was the review and approval of the minutes of the meeting of the Board of Directors held on December 17, 2011. As there were no changes to the minutes as presented, a motion was duly made by Mike Graff and seconded by Ed Reynolds, and it was unanimously RESOLVED, that the Minutes of the Meetings of the Board of Directors (the Board ) held on December 17, 2011 in the form presented at this Meeting, be, and hereby are, approved. Jim Callahan, Director of Finance then discussed the November financial results and gave a preview of expected December 2011 results. 3 P age
Mr. Graff next addressed the group to get a sense of the Board regarding the Assembly s desire to eliminate Section 7.11 Term Limits in the By Laws. Having never studied this issue previously, some members commented that the proposed amendment should be properly vetted by the Board before a formal decision to fully eliminate term limits was made. The Board decided to eliminate the short two year stub period that was designated as the initial term for the A Group Directors to create staggered director terms for the purposes of the term limits provision in the Bylaws. By eliminating this provision, two Directors (Mike Graff and Ed Reynolds) would be eligible to continue to serve as Directors until 2017, instead of 2013. It was the sense of the Board that by extending these terms, the Board would have time to properly study the issue of eliminating or modifying the language on Board Term Limits. A motion was duly made and seconded, and it was unanimously RESOLVED, that the USA Water Polo By Laws be amended (attached as Exhibit A) to eliminate the last two sentences in Section 7.10 Staggered Director Terms striking Notwithstanding the term limits provided for in Article 7.11, a director designated for inclusion in the A Group who first became a director prior to June 1, 2007 may not serve another consecutive term commencing on June 1, 2013. Notwithstanding the term limits provided for in Article 7.11, a director designated for inclusion in the B Group who first became a director prior to June 1, 2007 may not serve another consecutive term commencing on June 1, 2015. Furthermore, the Section 7.11 Term Limits will be modified by striking all the language after the first sentence and modify the first sentence to read No director of the Board of Directors shall serve more than two (2) consecutive full terms. Mike Graff then discussed Board Committee appointments and structure. The committee assignments are as follows: Audit & Finance Committee Bill Smith, Chairman John Hendrickson Bob Sternfels Compensation Committee Mike Graff, Chairman Ed Reynolds Bob Sternfels Development Committee Bob Sternfels, Chairman RoAnn Costin John Hendrickson Jeremy Laster Judicial & Ethics Committee Richard Esterkin, Chairman Ellen Estes Lee Sandy Nitta Dave Fasi * 4 P age
Nominating & Governance Committee Mike Graff, Chairman RoAnn Costin Richard Esterkin Bill Smith * non-usawp Board member Mr. Graff concluded the meeting and the Board met in Executive Session. USAWP Assembly Open Forum (Part II) The USA Water Polo Assembly reconvened at 5:00pm on January 14 th to discuss and vote on the subject of eliminating term limits in the USA Water Polo By Laws. Mr. Graff opened the session telling the delegates that the Board was flattered by their vote of confidence in the performance of the current USAWP Board and the delegates desire to keep the current Board in place. He said that the Board had met earlier in the day and wanted to propose an amendment for ratification by the Assembly that would give the Board more time to fully analyze the amendment proposed by the Assembly at its session earlier that day. Bill Smith, Secretary of USA Water Polo, then addressed the Assembly and described the Board deliberations regarding the term limits and what would happen if the Assembly did nothing at this point. He then explained that the Board decided to recommend to the Assembly that it eliminate the short two year stub period that was designated for the A Group Directors to create staggered director terms for purposes of the term limits provision in the Bylaws. By eliminating this provision, two Directors (Mike Graff and Ed Reynolds) would be eligible to continue to serve as Directors until 2017, instead of 2013. Mr. Smith then described the exact changes to the By Laws that the Board unanimously approved for Assembly ratification. He said that by taking this alternative, the Board would have more time to thoroughly study the subject of term limits and would come back to a future USAWP Assembly with a more thoughtful response to the subject of eliminating term limits altogether. Mr. Richard Esterkin, USAWP Board member and attorney answered several questions from the Assembly. Mr. Smith then asked the Assembly if an additional roll call vote was needed for the ratification of the Board s proposed amendment. He asked the group if anyone in the Assembly was planning to vote no for the proposal. Everyone at the meeting affirmed that they supported the Board s proposed amendment,. As a result, the amendment was approved by the Assembly by unanimous acclamation. As there were no changes to the Board approved amendment to the By Laws as presented and shown in Exhibit A, a motion was duly made by Bill Smith and seconded by Hadi Faird (Coastal California Zone), and it was unanimously 5 P age
RESOLVED, by the USA Water Polo Assembly that the changes to the USAWP By Laws affecting Section 7.10 Staggered Director Term and Section 7.11 Term Limits in the form presented at this Meeting (attached as Exhibit A) hereby are, approved. Respectfully submitted, William K. Smith Secretary USA Water Polo, Inc. 6 P age