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The below information is drawn and paraphrased from the USA Archery Bylaws. The reader should review the USA Archery Bylaws for specific guidance.
The Nominating and Governance Committee for USA Archery shall select individuals to serve as directors who shall possess highest personal values, exceptional ability and judgment and the highest personal and professional integrity, understanding of athletic competition and the Olympic ideals, and diverse experience in the key business, financial, and other challenges that face USA Archery. The Nominating and Governance Committee will also be selecting at least one member with financial expertise, but Board members, as a group, should have a high level of experience and capability in board oversight responsibilities, including in the areas of finance, marketing, fundraising, audit, management, communications, and sport. The Nominating and Governance Committee will also seek diversity on the Board and Board members should also be sensitive to the desirability of diversity at all levels of USA Archery. Individual Board members also will be selected based on their ability to be most effective, in conjunction with the other nominees to the Board, in collectively serving the long-term interests of USA Archery.
Responsibilities
The USAA Board of Directors shall represent the interests of the Archery community for USAA in the United States and its athletes by providing USAA with policy, guidance and strategic direction. The Board shall oversee the management of USAA and its affairs, but it does not manage USAA. The Board shall select or retain a well-qualified and ethical Chief Executive Officer and diligently oversee the Chief Executive Officer in the operation of USAA. The Board shall focus on long-term objectives and impacts rather than on day-to-day management, empowering the Chief Executive Officer to manage a staff-managed organization with effective Board oversight. In addition, the Board performs the following specific functions, among others:
• implements procedures to orient new Board directors, to educate all directors on the business and governance affairs of USAA, and to evaluate Board performance; selects, compensates, and evaluates the Chief Executive Officer and plans for management succession;
• reviews and approves USAA's strategic plan and the annual operating plans, budget, business plans, and corporate performance;
• sets policy and provides guidance and strategic direction to management on significant issues facing USAA;
• reviews and approves significant corporate actions;
• oversees the financial reporting process, communications with stakeholders, and USAA's legal and regulatory compliance program;
• oversees effective corporate governance;
• approves capital structure, financial strategies, borrowing commitments, and long-range financial planning;
• reviews and approves financial statements, annual reports, audit and control policies, and, upon the recommendation of the Audit Committee, selects independent auditors;
• monitors to determine whether USAA’s assets are being properly protected;
• monitors USAA’s compliance with laws and regulations and the performance of its broader responsibilities; and
• ensures that the Board and management are properly structured and prepared to act in case of an unforeseen corporate crisis.
Composition of the Board
The Board of Directors shall consist of ten total directors, comprised as follows:
• Two athlete directors, one of whom shall be the USAA representative to the
• USOC Athletes’ Advisory Council (the “Athlete Directors”) and one will be a compound
• Representative.
• One representative of the Coach Members of USAA (the “Coach Director”).
• One representative of the Judge Members of USAA (the “Judge Director”).
• One at-large representative who shall be a member of USAA’s general membership not represented by any other membership category (the “At-Large Director”).
• Two representatives from the grassroots (one from JOAD and one from Collegiate) programs of USAA (the “Grassroots Directors”).
• Two independent directors (the “Independent Directors”) (see below for the definition of “Independent”)
• One representative from the Allied Archery organizations (the “Allied Director”).
At least twenty percent of the Board of Directors shall be independent directors (two) and at least twenty percent shall be athlete directors (two). The rest shall be drawn from appropriate representation in the U.S. Archery community, with no single constituency having been involved in selecting a majority of directors.
Independent Directors
A director shall not be considered independent if, within the preceding two years:
• the director or an immediate family member was employed by or held any governance position (whether a paid or volunteer position) with USAA, the international federation of Archery, or any sport family entity of Archery;
• the director was affiliated with or employed by USAA's outside auditor or
• outside counsel;
• an immediate family member of the director was affiliated with or employed by the USAA's outside auditor or outside counsel as a partner, principal or manager;
• the director was an Archery member of USAA’s Athletes’ Advisory Council or any constituent group with representation on the Board;
• the director receives any compensation from USAA, directly or indirectly; or
• the director is an executive officer, controlling shareholder, or partner of a corporation or partnership or other business entity that does business with USAA.
Nomination and Election of Each USAA Director
The USAA Board of Directors shall be nominated and elected in the following manner:
• The Athlete Directors shall be elected by the USAA Elite Athletes, as defined in Article 11 of the USAA Bylaws, from among such group of Elite Athletes. One of the two Athlete Directors will be USAA's representative to the USOC Athletes’ Advisory Council, elected pursuant to Section 12.3 of the USAA Bylaws.
• The Coach Director will come from Coach Members of USAA who are in good standing. At the appropriate time, the Nominating Committee will solicit nominations of coaches who are Coach Members, Level Two through Level Five, in accordance with procedures to be established by the Nominating Committee. The nominees will be considered by the Nominating Committee to determine that they each qualify to serve if elected. The Nominating Committee will then timely present the names of at least three qualified nominees to the Coach Members for election (or, in the event there are fewer than three qualified nominees, the names of all qualified nominees). All current USAA Coach Members (as defined in Section 5.1 of the USAA Bylaws) in good standing shall then vote for the Coach Director in accordance with procedures to be established by USAA. Each USAA Coach Member in good standing shall have one vote. The individual with the highest vote total is elected.
• The Judge Director will come from nominations made by Judge Members of USAA who are in good standing. At the appropriate time, the Nominating Committee will solicit nominations of individuals who are Judge Members, in accordance with procedures to be established by the Nominating Committee. The nominees will be considered by the Nominating Committee to determine that they each qualify to serve if elected. The Nominating Committee will then timely present the names of at least three qualified nominees to the Judge Members for election (or, in the event there are fewer than three qualified nominees, the names of all qualified nominees). All current USAA Judge Members (as defined in Section 5.1 of the USAA Bylaws) in good standing shall then vote for the Judge Director in accordance with procedures to be established by USAA. Each USAA Judge Member in good standing shall have one vote. The individual with the highest vote total is elected.
• At an appropriate time, the Nominating Committee will solicit nominations of individuals to serve as the At-Large Director to be elected, using whatever process the Nominating Committee determines to be appropriate. The nominees will be considered by the Nominating Committee, which shall select at least three individuals from among nominated individuals (or, in the event there are fewer than three qualified nominees, the names of all qualified nominees). The Nominating Committee will then present to the general membership, who does not vote in any other category, the names of the selected individuals, who shall then stand for election by the general membership. The individual with the highest vote total is elected.
• The Grassroots Directors will come from nominations made by JOAD and Collegiate clubs of USAA who are in good standing. At the appropriate time, the Nominating Committee will solicit nominations of grassroots organizations who are JOAD and Collegiate Club Directors, in accordance with procedures to be established by the Nominating Committee. The nominees will be considered by the Nominating Committee to determine that they each qualify to serve if elected. The Nominating Committee will then timely present the names of at least three qualified nominees from JOAD and at least three qualified nominees from collegiate to the Grassroots Club Directors for election (or, in the event there are fewer than three qualified nominees, the names of all qualified nominees). All current USAA JOAD and Collegiate Club Directors (as defined in Section 5.1 of the USAA Bylaws) in good standing shall then vote for their respective Grassroots Director in accordance with procedures to be established by USAA. Each USAA JOAD and Collegiate Club Directors in good standing shall have one vote in their respective category. The individual with the highest vote total is elected.
• At an appropriate time, the Nominating Committee will solicit nominations of individuals to serve as the Independent Directors to be elected using whatever process the Nominating Committee determines to be appropriate. The nominees will be considered by the Nominating Committee, which shall select the Independent Director to be elected from among nominated individuals considered to be independent, as that term is defined in Section 7.6 of the USAA Bylaws.
• The Allied Director will come from the National Field Archery Association (NFAA) as the representative for all Allied Organization Members of USAA who are in good standing.
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