It’s been a while, folks (3 months since our last meeting),
and boy do we have a packed agenda for the Saturday, May 18 meeting. There’s a
lot happening here, and some things that could lead to a massive shift in
governance if passed, most notably with the position of Chair and the balance
of our voting Board members. Per my commitment to transparency and to share how I’m
leaning on votes and my rationale for each, I’d like to share with you the following
Boring Board Blog with all that’s up for discussion in the May meeting.
Conflicts of Interest: At the beginning of every meeting, the Chair asks the Board if they have any Conflicts of Interests they wish to disclose. Prior to this meeting, I disclosed a potential conflict I had regarding the budget. I currently serve on the Men’s Epee staff in the capacity
of strategy and analytics. That means I have a software license given to me by USA Fencing via the sport performance budget, and it also means I might be approving some of my own spend here for potential travel to events. This conflict has been disclosed (and I’m also sharing with you now). I have been advised that it only need be declared, but I still may vote on the budget.
Summary of Motions/How I’m Leaning
| Motion | Primarily Impacted Stakeholder Groups | Change Impact | How I’m Leaning |
| To Create a Coaches’ Committee (my Motion) | Coaches | Medium | Yes |
| To amend the language of our spectator and member codes of conduct to prevent accusations of cheating against officials (my motion) | All Members | Low | Temporarily Withdrawn |
| To expand the eligibility for Chair beyond At Large Directors to include Athlete Reps and Independent Directors. | All Members | High | No |
| Governance Omnibus Motion (Councils, other items) | All Members | Medium | Update: Motions were divided. I will likely vote “no” on the Councils motion, and “Yes” on the remainder. |
| To Approve the 2024-2025 Budget | All Members | High | Will vote yes. Have updated this section to reflect my long-term outlook on the budget. |
| To require petitioning candidates in an election to collect 1% of membership signatures. Also changes the submission criteria to allow for electronically submitted pdf’s as opposed to original snail mail copies. | All those running for service to the Board not nominated by Nominating Committee | Low | Now leaning no. |
| To reduce the number of independent directors from 3 to 2, to increase the number of At-Large Directors from 5 to 6 (at the first available resignation of an independent director), and reserve the 6th position for a member of the lesser represented gender. The motion also proposes the addition of a Special Board Member appointed by the DEIB committee. | All members, the Board, DEIB Committee, Nominating Committee, Election Committee | High | Likely need to table. |
| To approve Andrea Pagnanelli as an Independent Director serving out the remainder of Aimee Rice’s term | The Board | Low | Yes |
| Two conflicting motions to appoint either Christina Massialas-Vaka to Chair of the Paralympic Development Resource group. There’s a separate motion to appoint Beth Mahr to the same position… | Paralympic Development Resource Group | Low | Motions were withdrawn. |
| Sunsetting a few of our resource groups | FenceSafe review group, legal resource group, marketing and communications resource group, coach advisory resource group, youth development resource group, club and division resource group | Low | Yes |
| To create an ethics subcommittee of the referees’ commission | Referees’ Commission | Low | Yes |
My Motions on the Agenda:
Motion: To amend the bylaws to create a full-fledged Coaches’ Committee
Why I Proposed This: I have stressed many times that I am proud of our organization’s 2024-2028 Strategic Plan. It’s a document that I feel will provide us a compass for making some really positive changes to the sport, including an increase in gender equity (in reffing, coaching, and general membership), fixing ballooning NAC sizes, and providing more fair qualification paths/ratings for the community.
To make these objectives successful, it is critical that we receive input and feedback from our coaching community, and that the coaching community may have an official sounding board enshrined in our bylaws, which surprisingly doesn’t exist in the present right now.
A Coaches’ Committee is a National Governing Body (NGB) industry best practice. While I didn’t quite care to slog through the bylaws of every single NGB under the USOPC umbrella, a precursory search found that such a Committee was standard practice among almost every organization I came across.
When I think back on recent initiatives from the 2020-2024 Strategic Plan (e.g. Coaching Education), the biggest shortcomings in my opinion boiled down to one simple issue: we didn’t get enough stakeholder input from our coaches despite the impacts to the coaching community.
To make our 2024-2028 Plan a success, we need our coaches at the table. I’m hopeful my colleagues will pass this one.
Motion (on the consent agenda): To amend the language of our spectator and member codes of conduct to include the following language: “I will not engage, nor encourage others to engage, in false, malicious or threatening language aimed at any coach, official, fencer, volunteer, spectator, or USA Fencing staff member on any social media sites.” Note: I have withdrawn the motion for the timing being. Broader updates are being made to the member/spectator codes of conduct, and it makes more sense to package these all together.
Why I Proposed This: Motion withdrawn. For now.
Summary of Motions and How I’m Leaning
Motion: To expand the eligibility for Chair beyond At Large Directors to include Athlete Reps. Note: Since publication, my colleague has amended the motion to not expand this to independent directors. While I believe that is an improvement, I still intend to vote “no” for reasons I list below.
How I’m Leaning: I will almost surely be voting “no” on this one.
First, a little context. As you may recall, the President used to be a member-elected position. After we made a shift in our governance model in 2021, “President” became “Chair,” “Chair” was no longer a member-elected position, and as a compromise to the member-elected President position, only elected At-Large Directors were to be eligible for Chair. This was the promise made to membership in the past that I believe is important to fulfill in the present and future.
Admittedly, this restriction to one Board group has had its downsides, in my opinion. The Burchard ouster happened. Ivan Lee resigned. And so, in the history of this role, not a single member-elected At-Large Director has served out the duration of their term as Chair. There’re a few reasons I’m opposed to this one:
- By the time this meeting happens, we’ll be in the middle of elections. To me, it seems strange to completely alter our governance model without the input of our future At-Large Directors.
- Our 2021 Governance Task Force Report, which was a heavy effort to research and formulate said having “membership directly decide who shall be qualified to serve as chair” is a best practice.
I propose that we table this motion and allow our incoming At-Large Directors to have a say in our governance model, rather than implement this in the middle of elections.
Motion: Bylaw Omnibus Motion. This proposed motion does five things: Update- The Council’s part of the motion has been divided into its own separate motion. I intend to vote “no” on Councils, and “yes” on the remaining provisions.
- The creation of a new Board forum known as “Councils”
- Committee Composition Requirements changes to include addendums for para representation and greater gender equality
- The addition of annual compensation reviews for the CEO
- Requiring a licensed attorney on the Ethics Committee
- Creating an ethics subcommittee of the Referee’s Commission
How I’m Leaning: I’m going to start with Councils, because that is the part of this omnibus motion that’s giving me pause. Per the motion, Councils “provide forums for groups who share a special interest in the governance and operation of USFA. Councils are not committees and do not have the authority to make decisions for or to bind USFA. Councils may be formed to facilitate communication with, and discussion by, constituencies with special knowledge or interests, and such councils may make recommendations to the Board of Directors, committees, or the CEO.”
I’m a little apprehensive about this one, because to me, this motion feels like it may be within the letter of the law of the Ted Stephens Amateur Sports Act (TSASA) and the requirement to have no less than 1/3 of a committee comprise of athlete reps, but not within the spirit of the law. I prefer to err on the side of inclusivity. Athletes are the primary stakeholder of USA Fencing and they provide an important perspective on all matters of governance and operations.
The rest of this motion I am in favor of. I applaud the Task Force on Committees and Resource Groups, as well as the Gender Equity Task Force for their thoughtful additions to our bylaws.
Motion: From the Balanced Leadership Task Force: to reduce the number of independent directors from 3 to 2, to increase the number of At-Large Directors from 5 to 6 (at the first available resignation of an independent director), and reserve the 6th position for a member of the lesser represented gender. The motion also proposes the addition of a Special Board Member appointed by the DEIB committee.
How I’m Leaning: I want to be crystal clear in saying that I like the idea of this motion. It’s the logistics and execution of it that I’m leaning to table it. Let me break this down piece by piece.
I am wholly in favor of reducing our independents from 3 to 2. The USOPC mandates that we only need one independent director, and I’d much prefer to have our voting members of the Board come from the community. Independent voices are important on any Board, but I don’t think they ought to represent 25% of our voting members.
I’m concerned about how this would be implemented. We will be in the middle of elections to fill two vacant seats when this meeting occurs. This motion says that the position would be filled “at the first available resignation, term limit reached, or otherwise where an independent director leaves the Board.”
We currently have a vacancy at Independent Director vacated by Aimee Rice’s resignation. In other words, to staff this 6th position, we would have to go through the same process that we just completed to replace Ivan Lee with Molly Hill (per section 7.6 of the bylaws). That process was urgent, as we needed someone to serve out the remaining 2 years and 8 months of Ivan’s term. If and when we do fill this 6th position, I want it to be via elections, not via Board appointment.
Our next elections are in 2026. At that point, every At-Large Director will be on the same 4-year term/election cycle. I’d prefer to implement this then, as opposed to now where it would be another Board appointment.
Lastly, I do like the addition of a DEIB appointed Special Board Member (non-voting, advisory members). However, under our current bylaws, there is no cap to the number of Special Board Members appointed by the Board. I think that needs to change, because our Board is already kind of teetering on the large size. Special Board members should be capped at 2, at which point I would support adding more.
If one of my colleagues motions to divide this motion to reduce the independent directors from 3 to 2 and tables the remainder, I will support a reduction in independents.
Motion: To Approve the 2024-2025 Budget
How I’m Leaning: We have two meetings this week to review the budget, and I have an entire day carved out to go through the budget, so I’m going to leave a placeholder here for now. But, I will share my initial concerns: Update – I am satisfied with the budget following my conversations with the Finance team/Treasurer. I will vote yes. I’ve added in some commentary below.
- The Audit Committee report (created in junction with our auditing firm Biggs Koford) states that USA Fencing has a deficit in our Operating Reserve and found that the deficit will “impact the Association’s ability to thrive programmatically moving forward. We recommend that management…budget accordingly to produce net income and rebuild the operating reserve.” I want to ensure our budget addresses this concern. This is also a metric within our strategic plan to restore the negative balance to 0. Update: We will need to run a $400,000 net surplus in the next few years to restore our negative balance. I’ve been assured that future budgets will do that. For now, from a Board cost-cutting perspective, I’ve made the request to reduce in-person travel for the Board and limit our in-person appearances to the annual meeting and the annual retreat.
- Due to a litany of circumstances (e.g. union dues in DC, hotel issues at Daytona Vet Worlds, etc.), we’ve gone significantly over budget on domestically hosted international events in the recent past. We have a Jr. Sabre World Cup and are also hosting a Para event. These two events currently forecast a net loss of $107,750, which is to be expected. I believe more contingency needs to be baked into the forecast here, so we stay within 5-10% variance.
- As part of our 2024-2028 strategic plan, we set a goal to have a 4 year surplus. That’s not a nice to have, it’s a need to have. The draft budget has expected net income of $196,094. To achieve that number (while also reducing our reserve deficit), it’s going to require our forecasts to be relatively correct with minimal surprises. Easier said than done in an environment with massive inflation (especially in the travel industry), but we generally need to stay on track.
- We can reduce the Board budget. We currently allocate spend to be at 3 different events in person (Board retreat, JO’s, and summer nationals meetings). We’re blessed to have this tool called “Zoom” that allows us to hold meetings without passing the buck to our members. I think we can allocate budget for the Retreat (absolute must to do this planning in person), summer nationals (same rationale), but I think we can do our JO’s meeting remote and reduce some spend there.
- Last year I opined that I think we’re going overkill with the cadre we’re sending to world cups. Not only has that number not gone down in the draft budget, it’s gone up. I think we need to think outside the box there and get that number down. Update: In candor, this is one of our biggest costs and absolutely must be reduced next year to get to our $400k net revenue.
Motion: To require petitioning candidates in an election to collect 1% of membership signatures. Also changes the submission criteria to allow for electronically submitted pdf’s as opposed to original snail mail copies.
How I’m Leaning: When I initially published, I was a “yes” vote. However, the bylaw amendment is asking for both electronic and snail mailed submissions as opposed to the current process which requests only for snail mailed submissions. In candor, I have seen two of my incumbent colleagues have to petition in despite serving the Board in a thankless volunteer capacity for years. I think there are refinements we can make to the nominating process (e.g. auditing signatures and contacting the person signing to ensure they in fact signed a petition) without requiring more handoffs.
Motion: To appoint Molly Hill (Chair), me, others to the “Committee on Committees.”
How I’m Leaning: I’ll vote yes. For those who don’t know, the Committee on Committees as we colloquially call it, is the body responsible for vetting volunteer applications and placing them on appropriate committees. Ms. Hill, as a recent addition to the Board and someone who has served on NomCom makes an excellent Chair here. I think we’ll be able to have a smooth, collaborative process.
Motion: To decommission the FenceSafe review group (with responsibilities to be absorbed by ethics committee), the Legal Resource Group (with panels to be sat by Grievance and Disciplinary Committee, the Marketing and Communications Resource Group, the Coach Advisory Resource Group, the Youth Development Resource Group (responsibilities assumed by tournament committee), and the Club and Division Resource Group
How I’m Leaning: Yes. The functions of these groups have been absorbed by other committees. These additions will improve the efficiency of our governance.
Motion: To Appoint Ms. Andrea Pagnanelli as an Independent Director (serving out the rest of Aimee Rice’s Term)
How I’m Leaning: Per the bylaws, we have three independent directors. Aimee Rice resigned last year as work was getting busy (we thank her for her service). Ms. Pagnanelli would serve out the rest of Ms. Rice’s term until September.
I had the opportunity to meet Ms. Pagnanelli at the USA Fencing Fete, and came away extremely impressed with our conversation. She’s the CEO of the National Cycling League, has worked in the professional sports industry her entire life, and was herself a high-level athlete.
Ms. Pagnanelli would essentially have to attend the July meeting before a new slate of Independents are brought in this coming September. I will vote “yes.”
Damien’s Next Priorities:
With one more meeting on the books for the year, I have a number of governance priorities I want to address, in no particular order.
- Working on strengthening our black card policy to further deter bad actors, especially spectators.
- Simplifying the division operating manual/bylaws to not require division officers to be present at every single local tournament.
- Making the Chair of the Referees’ Commission a voting member of the Board
- Strengthening sanctioning authority of the Grievance and Disciplinary Committee, to include the ability to sanction for members breaking code of conduct abroad (not just domestically).
As always, feel free to reach out if I may be of support to you. Comment below with any questions you may have.