January 2011 Board Meeting Minutes

Posted: February 14, 2011 12:49 PM


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Board of Directors Meeting
January 15-17, 2011
Louisville, CO

Gwen Ambler At-Large Rep, Vice President (Acting President 1/15-1/16)
Ben Banyas Mid-Atlantic Rep
Audrius Barzdukas Southwest Rep, ExComm member
Jason Chow At-Large Rep
Greg Downey Appointed Director
Mandy Eckhoff Northeast Rep
Matt Farrell Appointed Director
Seth Grossinger Central Rep, Treasurer through 1/16
Colin McIntyre At-Large Rep, Secretary effective 1/17
Mike Payne Northwest Rep, President effective 1/17
John Terry South Rep
Henry Thorne At-Large Rep, Treasurer effective 1/17

Also present:

Tom Crawford Chief Executive Officer
Melanie Byrd Director - Membership and Sport Development
Andy Lee Director - Marketing and Communications
Will Deaver Managing Director - Competition and Athletic Programs
Meredith Tosta Director - Education and Training
Matthew Bourland Manager - New Media
Byron Hicks Manager - Competition and Athletic Programs
Anna Schott Manager - Membership and Sport Development
Michelle Ng Manager - Competition and Athletic Programs
Baker Pratt Manager - Education and Youth Programs


Saturday, January 15, 2011

  • Board members and staff board bus to travel to Colorado Springs, Colorado – 7:10 a.m.
  • Acting President Gwen Ambler called the meeting to order, 7:15 a.m., and Board members performed introductions.

Cash Reserve Policy Discussion

  • This discussion continued on Sunday afternoon, where many of the ideas raised on Saturday were finalized into guidance for the Finance Committee.  Sunday’s discussion is incorporated below for convenience.
  • The Board discussed establishing an Operating Reserves Policy (goal of discussion was to provide guidance for the Finance Committee to draft a specific policy). The idea of a Special Projects Fund was also discussed and supported.
  • As of January 1, 2011 USA Ultimate has approximately $1.2 million in cash and short-term equivalents on its books that could be used (in full or in part) to establish reserves.
  • Maintaining adequate cash reserves is important for the stability of the organization.  If a catastrophic event results in a large loss of revenue, an organization can draw on cash reserves (e.g., an Operating Reserves Fund) to continue operating.  Establishment of an Operating Reserves Fund also represents financial stability that potential corporate sponsors and grantors will view favorably. Cash reserves can also be used to pay for one-time expenses that support improvements in the quantity and quality of services USA Ultimate provides such as IT system improvements (e.g., a Special Projects Fund).  
  • Board agreed that developing an Investment Policy is also recommended (including engaging an investment advisor to draft the policy/guidance)
  • Key considerations for the Finance Committee in drafting reserve-funds policy(ies) and investment policy/guidance (all for review at summer 2011 Board meeting) include:
    • Operating Reserves Fund
      • Amount of cash needed to continue as-usual operations in the event of the single worst-case event that could conceivably occur in a single year (e.g., forced cancellation of the college series)
      • Potential ‘upper threshold’ for Operating Reserves, above which USA Ultimate would determine appropriate means for spending/investing funds.
      • Guidance to staff and Board for actions to be taken as thresholds are approached and passed.
      • Guidance to Board and staff on annual budget policy – surplus budgets (and annual incremental funding of the Operating Reserves Fund) are likely needed in the near term, as the organization (and its current costs of providing member services) are increasing faster than the rate of return on our investments.
      • Support for setting the reserve target to be higher than the minimum 25% of expenses recommended by the Nonprofit Operating Reserves Workgroup.
    • Special Projects Fund
      • Amount of cash to be placed in fund
      • Guidelines on types of uses
    • Investment policy/guidance
      • Engage investment advisor/wealth manager to advise on investment approaches
      • Identify 2-3 options for risk profiles and investment guidance

·        Arrive at U.S. Olympic Training Center, Colorado Springs, Colorado - 8:40 a.m.

CEO Report – Tom Crawford

  • Presentation summarizing some of the organization’s significant achievements in 2010, including:
    • Rebranding from the Ultimate Players Association to USA Ultimate.
    • Online waiver established.
    • Addition of a regular season and a D-3 Championship in the College Division.
    • Expanded and reorganized USA Ultimate staff.
    • Continued youth growth, overtaking adult membership.
    • New website with more features.
    • Working on a new technology infrastructure (back-end systems behind website and HQ operations).
  • Crawford discussed other updates within the categories of membership, sport development, competition and athlete programs, youth and education, and marketing and communications.


2011 Budget Adjustments

  • Tom Crawford presented a recap of the organization’s financial performance in 2010.  Careful management of expenses yielded a $37,000 deficit, rather than the $200,000 deficit forecasted.
  • The 2011 budget was approved by the Board at the June 2010 meeting.  Tom Crawford presented changes that had occurred to several budget items since June, and sought Board approval of an adjusted budget.  The adjusted budget resulted in an overall upward net adjustment of $80,000.
  • The Board expressed support for the adjusted budget.  Logistical concerns pushed the actual vote to Sunday afternoon.
  • Motion to approve 2011 Budget adjustments: seconded.
  • 2011 Budget adjustments approved unanimously (12-0-0)


·        Break for a tour of the Olympic Training Center and lunch – 11:00 a.m. - 1:00 p.m.

Non Profit/NGB Governance Best Practices – Kae Rader

  • Kae Rader has more than 20 years of experience with the U.S. Olympic Committee and National Governing Bodies.  She works as a consultant to nonprofit organizations.  
  • Kae Rader presented reminders of the legal obligations of the Board, best practices in governance among national governing bodies, and common challenges to nonprofit governance.  This presentation prompted deep discussion of strategies for continuing to enhance the USA Ultimate Board’s effectiveness (Nominating & Governance Committee will summarize opportunities and lay out plans as part of 2011 Committee work).


Sports Insurance in 2011 and beyond – Chuck Delich

  • Chuck Delich handles insurance for USA Ultimate and many other NGBs.  He gave a presentation to the Board about risks to the organization, what is covered by USA Ultimate’s insurance policy, and the advantages of our policy relative to those held/pursued by smaller local organizations.  
  • He emphasized three areas of coverage: general liability, secondary medical coverage, and directors and officers coverage.  Delich also stressed the importance of having a policy tailored to the needs of the organization, noting that some generic policies could exclude sports from their coverage.  He noted that many local leagues’ insurance is likely not adequate and puts them at risk.


Marketing and Communications Report – Andy Lee and Matthew Bourland 

  • Andy Lee and Matthew Bourland gave a presentation highlighting some accomplishments of 2010 and plans for 2011 in terms of USA Ultimate marketing and communications.  The presentation covered various features of the website, sponsorship and promotional efforts, expanded television coverage, and the piloted E-version of the USA Ultimate magazine. 
  • Brief discussion took place about possible options for members to receive electronic copies of the magazine in place of hard copies. The Board’s guidance in this area was that online magazine distribution is desirable, as long as the implications for a) members who prefer print copies, and b) the members-only value of the magazine are taken into account.


Marketing Plan – Jim Grice, 776 Marketing

  • Jim Grice of 776 Marketing gave a presentation on the state of the sports marketing industry and where USA Ultimate fits.  Companies are not seeking many new sponsorship opportunities right now, but there may be a rebound soon. 
  • Ultimate athletes fill an attractive demographic and are seen as young, adventurous, well-educated, fairly affluent persons.  USA Ultimate’s Board approved in June 2010 a general strategy to seek sponsorships at a level appropriate for an organization of our size, and staying true to our organization’s goals in our marketing efforts.  
  • Board discussion occurred regarding the need for new member demographic data to be assembled and collected to maximize effectiveness of efforts seeking sponsorships.  The Board also briefly discussed the types of companies that could offer a good fit for the organization.

·        Meeting adjourned by Acting President, Gwen Ambler, 6:05 p.m.

Sunday, January 16, 2011

  • Acting President, Gwen Ambler called the meeting to order, 8:05

Club Restructuring Update – Will Deaver

  • Will Deaver provided an overview of the Club Restructuring process, which began in the spring of 2010.  Game plan is to finish planning in 2011 (Committee already convened) and begin meaningful implementation in 2012.
  • This restructuring follows efforts to promote Youth growth, and also the College Restructuring.  The goals of Club Restructuring are to increase playing opportunities for participants, and to grow the sport at the Club level.  Creating new playing opportunities tailored to specific groups and setting standards to improve event quality should increase participants’ satisfaction with our events.  USA Ultimate sanctioning should be an indicator of a high quality event.


Observer Update – Will Deaver

  • Will Deaver provided an overview of the Observer Program in 2010.  Highlights from 2010 included a revised Observer Manual, six clinics to certify new observers, several newly certified Observer Trainers, experimental events, certification requirements for USA Ultimate sanctioned events, and an instructional observer pilot program.  Plans to expand the Observer Program in 2011 include an improved clinic registration process, more clinics, continued development of the instructional observer role, strategies for recruiting and retaining new observers, and new experimental events.
  • Several issues were raised to keep in mind going forward, including how large a pool of Observers we hope to certify, what games players want observed (staff received Board guidance that targets for Observer program growth and guidelines should be established during 2011), experimental Observer roles including stricter enforcement of Conduct issues, and rules experiments versus rules changes.

College Season Update and Review – Will Deaver and Michelle Ng

  • Will Deaver and Michelle Ng presented an overview of the College Restructure and answered questions about the process. 
  • College restructuring will be fully implemented for the 2011 season.  
  • A few highlights of the overview were the redrawn Regions, Conference designations, and strength-based competitive structure.  The goal of these changes is to provide more competitive playing opportunities for a larger number of teams.  
  • A new site-approval process provides more oversight for the selection of Regional and Conference tournament sites.


Technology Platform Update – Melanie Byrd and Tom Crawford

  • We have entered into an agreement with a website design and development company, American Eagle, as the provider for our technology platform as well as the USA Ultimate website.  
  • This project has involved the entire staff in ensuring that appropriate features are included and that progress on the system continues on track, intending to have the new system live in July (this enhancement will not include major changes to the public-facing website, but will significantly improve efficiency of operations at USA Ultimate headquarters).


Youth and Educational Programs Updates and Preview – Meredith Tosta

  • Meredith Tosta described the state of youth Ultimate and plans for 2011.  The high school division continues to grow.  
  • Various strategies are in place to accommodate and facilitate additional growth.  Some highlights include new outreach kits, coaching workshops and updated instructional materials, new initiatives to partner with youth-serving organizations and leagues, expansion of the Youth Club Championships in size and scope, and restructuring high school championships into 4 Regional championships.


Proposal 2011.01 – Addition of U-16 Division to Youth Club Championships

Submitted by USA Ultimate Youth Advisory Council

Submitted Proposal Wording: USA Ultimate will include a new division at the 2011 Youth Club Championships for player under the age of 16. In 2011 participation of teams in this (U-16) division will not be held to the same league-based requirements as teams in the U-19 division. The U-16 division will be experimental for 2011 and will continue in 2012, with adjustments as needed, based on an analysis of its viability and success. Specific competitive requirements for this division, including gender requirements, birth date cutoffs, etc. will be determined by USA Ultimate staff.

General Discussion Points:

  • It is important to continue to provide new playing opportunities to foster and support growth in the Youth Division.
  • Based on age data from youth leagues, U-16 is a viable age level to expand into, and an age level not represented significantly at the Youth Club Championships.

Pros Discussed:

  • Creates a new playing opportunity for a target age group.
  • Providing new playing opportunities of this kind will help facilitate growth for players in younger age ranges.

Cons Discussed:

  • The Board expressed some concerns about having no minimum age, and potential safety concerns presented by large size disparities between players of different ages.  Meredith Tosta indicated that our insurance providers do not consider age disparity a concern from a liability standpoint.
  • The Board also inquired about the potential for the creation of this division to dilute the U-19 division.  Tosta did not anticipate a problem in this area, because U-16 players would have the option to "play up" if they qualified for a U-19 team.  In general, U-19 teams are comprised of older players, and few U-16 players would qualify.


Overall Rationale:

Overall, Board felt that the concerns it raised were addressed adequately.  The benefits of this proposal were perceived to outweigh any residual concerns, and the Board fully supports continued efforts to grow the sport at the youth level.


Motion to approve proposal 2011.01: Payne, seconded.

Proposal approved unanimously (12-0-0)


Proposal 2011.02 – USA Ultimate Anti-Discrimination Policy

Submitted by Meredith Tosta (Staff) and Colin McIntyre (Board of Directors)

Submission not made with specific proposal – instead options for potential policy wording submitted, as follows:

Option 1: Membership in USA Ultimate is open to all individuals who participate in the sport of Ultimate as athletes, coaches, trainers, managers, administrators, officials, or fans. Members shall have an equal opportunity to participate in the sport of Ultimate without discrimination on the basis of race, color, religion, age, gender, sexual orientation, or national origin. Such participants shall be subject to USA Ultimate regulations, but may not be declared ineligible to participate without fair notice and an opportunity for a hearing. 

Option 2: USA Ultimate is an organization dedicated to providing its members with an equal opportunity to participate in the sport of Ultimate, regardless of race, color, religion, age, gender, sexual orientation, marital status, or national origin.  USA Ultimate prohibits discrimination based on these and any other protected classifications.  This policy applies to activities including, but not limited to employment, selection of volunteers, and provision of services.  All employees, volunteers, and agents of USA Ultimate must strive to abide by this policy against discrimination.

Option 3: USA Ultimate prohibits discrimination on the basis of race, color, religion, age, gender, sexual orientation, marital status, or national origin.  This policy binds all employees and agents of USA Ultimate, and applies to activities including, but not limited to, employment, selection of volunteers, and provision of services.

General Discussion Points:

  • An anti-discrimination policy is consistent with the language of our bylaws and how our organization currently operates.  It is appropriate to make a clear statement of this policy, and applications for grant funding generally expect applicants to have an anti-discrimination policy in place.

Pros Discussed:

  • Making an affirmative statement of our values as an organization is sound policy.
  • The Board liked the idea of an aspiration-based policy.
  • Potential sources of funding (through grants) expect applicants to have an anti-discrimination policy.

Cons Discussed:

  • The language of each of these options is imperfect, and it is not entirely clear why certain categories are included or excluded.
  • The goals of an anti-discrimination policy might be better served by incorporating new language into the bylaws, rather than creating a separate, stand-alone policy.

Overall Rationale:

Overall, the Board supported the idea of clearly establishing an anti-discrimination policy, but wanted to provide time for the exact language of the policy to be improved in conjunction with any language to be added to the organization’s bylaws.


Motion to table proposal 2011.02 for revision of the aspirational language of Option 2: Payne, seconded.

Motion passed unanimously (12-0-0)

Alumni and Friends Fund - Tom Crawford

  • Tom Crawford sought Board input on the idea of establishing a fundraising strategy/mechanism to provide USA Ultimate with an opportunity to reach out to alumni, friends, and families, and solicit support.  Other NGBs have established similar funds (for larger organizations, the funds are overseen by a separate legal entity called a Foundation) with great success.  
  • The Board discussed the importance of maintaining ongoing relationships with our alumni and creating a community of Ultimate players, current and former.  
  • The Board expressed some concerns about whether our alumni fall into an age demographic likely to contribute meaningfully. 
  • The Board also stressed that a detailed plan for implementation of this idea be fleshed out before final approval is given. An ‘Alumni & Friends Fund Task Force’ led by Tom Crawford (supported by Matt Farrell and Mandy Eckhoff) was created. 
  • Overall, the Board was supportive of this idea, and Tom Crawford will pursue it further.


Beach Ultimate – Andy Lee

  • Beach Ultimate was recently brought under the umbrella of USA Ultimate.  Discussion focused on how to incorporate Beach Ultimate into the organization’s promotional and other efforts, including branding.
  • General support for concerted efforts to welcome the Beach Division into USA; strategies for supporting the Beach Division included development and marketing of new beach-specific programs, event-specific logos, and increased website presence.
  • The Board of Directors gave guidance that in the near-term, priority should be placed on increasing visibility and acceptance of the core USA Ultimate brand and logos (since they are new), and thus authorization to develop unique Beach Ultimate logos was denied. There was, however, discussion of development of tournament specific branding for major tournaments that can be specific to division, location, etc., as currently is the case with other USA Ultimate teams and events. 


Members Meeting

  • No members were present.
  • Briefly discussed potential alternatives to the members meeting to better engage members in open forum discussion with the Board.


·        Officer Elections and CEO Review Discussion occurred in closed session (attended only by the Board) – 5:30pm


Officers for 2011 Calendar Year:

Vice President:
At-Large ExComm member:

Mike Payne
Gwen Ambler
Henry Thorne
Colin McIntyre
Audrius Barzdukas


Monday, January 17, 2011

  • President Mike Payne called the meeting to order - 7:30 a.m.


Committee Organization (closed session, Board only)

The Board discussed the current Board Committees and Task Forces and how to organize them and better-define their functions.  Some changes were made, and each committee will produce a clear statement of purpose as one of its first tasks.

  • The Nominating Committee and Board Development Committee have been combined to form the Nominating & Governance Committee.
  • The Marketing Committee is now the Marketing & Sponsorship Committee.
  • Two new committees, SOaR (Spirit of the Game, Officiating, and Rules) and the Compensation Committee.  
    • SOaR will incorporate liaisons with the SOTG Committee, Observer Committee, and Standing Rules Committee to help establish uniform policy and implementation.
    • Compensation Committee will assist the President in review of the CEO as well as determination of appropriate proposals for CEO compensation that go to the Board on an annual basis. This committee will also assist the CEO, if desired, in discussing staff compensation strategies and levels.  This committee will consist of the President, Vice President, and Treasurer.
  • The following task forces were created: Strategic Planning, Data & Performance Measurement, Bylaws & Policy Refresh, and Alumni & Friends Fund.
  • The Disc Standards Committee will have a Board liaison.
  • The Competition Committee will have a Board member as a full member.



(Chair) Members

Executive (Mike Payne) Gwen Ambler, Henry Thorne, Colin McIntyre, Audrius Barzdukas
Finance (Henry Thorne) Seth Grossinger
Nominating & Governance (Mandy Eckhoff) Jason Chow, Colin McIntyre
Marketing & Sponsorship (Matt Farrell) Greg Downey, John Terry
Conduct (Jason Chow) Gwen Ambler, Ben Banyas
Compensation (Mike Payne) Gwen Ambler, Henry Thorne
SOaR (Ben Banyas) Audrius Barzdukas, Gwen Ambler, Colin McIntyre

Task Force:

(Chair) Members

Strategic Planning (Mike Payne) Matt Farrell, Ben Banyas
Data & Perf. Measurement (Seth Grossinger) Mike Payne
Bylaws & Policy Refresh (Mandy Eckhoff) Colin McIntyre, Seth Grossinger
Alumni & Friends Fund (Tom Crawford) Matt Farrell, Mandy Eckhoff

Non-board Committee


Hall of Fame Henry Thorne (general), Ben Banyas (consultant/historian)
Disc Standards Gwen Ambler
Competition Colin McIntyre


  • Staff members arrive to participate in the meeting, 8:30 a.m.



Proposal 2011.03: Publication of Votes by Board Members

Submitted by John Terry and Colin McIntyre

Submitted proposal wording: The board minutes will show how each director votes, in addition to the vote total, for each action taken by the board and recorded in the minutes.   At the time of the vote on a given action, any board member may bring a motion to keep confidential the votes on that action.  If such a motion is approved by 2/3 of the members present, the minutes will not show how each director voted on that action.

General Discussion Points:

  • This proposal is similar to a previous proposal, with modifications designed to address some concerns with the original proposal.
  • The Board supports the goal of the proposal, which is to help engage the interest of the membership through improved communication, and to increase transparency in the actions of the Board.
  • Given that the majority of the Board members are elected, it is important that the membership can understand their views on various issues and hold them accountable for their performance as representatives.
  • The primary discussion focused on the costs and benefits of this particular proposal, and alternative methods for accomplishing these goals.

Pros Discussed:

  • This proposal will provide a very direct, objective measure of the actions taken by individual Board members.
  • This proposal presents a way for a member to develop a better understanding of which Board members might support initiatives that align with his or her own views.  A Board member’s votes on past initiatives may provide information on what kinds of things a Board member considers best for the sport and the organization as a whole.
  • During elections, interested members could review a clear voting record when considering an incumbent candidate.
  • Published votes may encourage Board members to vote to represent strong positions that they can stand behind.

Cons Discussed:

  • Publication of votes presents a serious risk of interfering with Board members’ ability to make decisions in the best interest of the membership as a whole.  The Board’s legal obligation is to serve the membership and the organization’s mission, not just the voting population or a given region.  Publication of votes exacerbates this potential conflict of interest.
  • Other national governing bodies do not publish their Board members’ individual votes, and best practices emphasize Board members standing behind each other and the decisions of the group.  Some advice specifically suggests against publication of votes.
  • The votes themselves are less beneficial than the in depth discussion and consideration that goes into Board decisions.  Sharing more of this information creates greater benefits with lesser downsides.

Overall Rationale:

On the whole, the Board favored alternative methods for connecting with the membership.  The benefit provided specifically by publishing votes, which could not be achieved by other means, was significantly outweighed by the potential interference with Board decision-making.  Providing more depth of discussion and clarifying the rationale behind the Board’s decisions was one suggestion.  During an election, Board candidates have the opportunity to make their positions on issues clear through audio interviews, candidate statements, and other campaign efforts.  Board members are also responsive to inquiries and proposals from interested members.  The Board supports continued exploration and implementation of ways to improve communication and help engage the membership.


Motion to vote: Mandy Eckhoff, Seconded.  Approved.

Votes in favor: 4
Votes against: 7
Abstentions: 1

Motion does not pass, proposal not adopted.

Proposal 2011.04 Upgrade of Event Fee Participants to New Membership Level

Submitted by Director of Membership

Submitted proposal wording: To upgrade the Event Fee (previously not a membership) to a new, Single Event Membership (undecided on name yet).  There would no longer be a non-membership fee for participating in sanctioned events.  Single Event Members would receive minimal membership benefits including:

·    1 issue of the USA Ultimate Magazine (electronic copy if possible),

·    Remaining USAU E-news for the calendar year,

·    1 special email specific to event fee participants,

·    Possibly additional targeted emails.

General Discussion Points:

  • This proposal is designed to help the organization connect in more systematic way with an additional population of players per year. Specifically, it is targeted at players who play in only 1 USA Ultimate sanctioned event per year (in 2010, these players paid a one-time event fee but did not become official members, and amounted to 7,000 players). 
  • The Board unanimously supports the idea of reaching out to these players.

Pros Discussed:

  • By reaching out to these additional players, we can help promote growth, and potentially bring some of them in as full members. 
  • Reaching 20% more players is also helpful in approaching sponsors.

Cons Discussed:

  • As written, adopting the proposal may result in an additional $11,000-$12,000 in insurance costs, if these players are given "member" status.
  • The Board questioned whether the "member" title was critical.
  • Concerns raised about diluting the benefits of being a full-member.

Overall Rationale:

The Board expressed unanimous support for the idea of reaching out to these additional players in 2011, but wanted more concrete details to address some of the issues related to insurance cost and title of the new membership, before considering this proposal further. 


Motion to Table: Banyas, seconded.

Motion passes unanimously (12-0-0)


Bylaws Updates – Tom Crawford

  • Tom Crawford discussed the need to review the bylaws and policy process, and update them to reflect the current state of the organization and existing policies.  The Board agreed to form a task force to update the bylaws and review past policies to ensure consistency.


Disc Standards Update – Will Deaver

  • There are six discs that are "UPA-approved" at some level, but only one model approved for Series play.  We need to update our approval process (for both general USA Ultimate approval, and for use in Series play) and coordinate with existing manufacturers and potential manufacturers.  Establishing appropriate standards (technical and subjective) and testing is critical.  Minor physical differences can have a large effect on flight characteristics and feel of a disc.  Players often easily distinguish between different models of discs.  
  • Other sports change equipment (e.g., soccer balls and basketballs) periodically – is that acceptable for Ultimate? General guidance from the Board is that this could potentially be acceptable, given an appropriate approval process, and the staff and specifically the Disc Standards Committee are committed to drafting a revised policy, set of standards, and process for review and approval during 2011.
  • The Board will designate a liaison to the Disc Standards Committee as the committee undertakes this process.



Being no further business, President Mike Payne adjourned the meeting at 12:15pm.