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June 03, 2009

Call for BOD Nominations

 CALL FOR NOMINATIONS

Board Seats, Nominating and Governance Committee, Ethics Committee

There are three very critical areas of USA Archery that are in need of volunteers.  USA Archery is currently taking nominations for positions on the Board of Directors, Nominating and Governance (N&G) Committee and the Ethics Committee.  If you are interested in any of these positions, please click on the links below for the appropriate application. For more information about each position, please read the summarized sections below from USAA's bylaws, or read the complete bylaws by clicking here.

USAA Board of Directors - click here for nomination form! 

The term of office for a director of the Board of Directors shall be four years. 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 focus on long-term objectives and impacts rather than on day-to-day management, empowering the Chief Executive Officer to manage a staff-driven 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.

There are four seats open for election: 

  1. Coach (4 year term) - Must be an Intermediate or above certified coach in good standing.
  2. At Large (2 year term - replacement of Chris McCartney) - Open position; no affiliation or requirements necessary.
  3. Grassroots - JOAD (2 year term - replacement of Denise Parker) - Nominations for position must come through a JOAD club director.
  4. Grassroots - College (4 year term) - Nominations for position must come through a College club director.

Nominating and Governance Committee - click here for nomination form!

The term of office for an N&G Committee member shall be two years.  They have the following responsibilities: 

  • identify and evaluate prospective candidates for the Board;
  • select individuals to serve on the Board as provided in the Bylaws;
  • recommend as requested by the Board individuals to serve on various committees and task forces;
  • consult with the Ethics Committee with respect to inspecting all nominations for potential conflict of interest or other problematic issues;
  • develop and recommend to the Board for its consideration an annual self-evaluation process of the Board and its committees and task forces; and
  • perform such other duties as assigned by the Board.

USAA is looking for nominations from the following areas: 

  • 1. one athlete who shall qualify as an athlete in accordance with Article 11 of the bylaws;
  • 2. one individual who is independent as that term is defined in Section 7.6 of the bylaws;
  • 3. one coach or judge; and
  • 4. one grassroots representative (JOAD or Collegiate)

 Ethics Committee - click here for nomination form!

The term of office for an Ethics Committee member shall be two years.  They have the following responsibilities: 

  • administer and oversee implementation of, and compliance with, the USAA Code of Ethics;
  • report to the Board on all ethical issues;
  • review and investigate matters of ethical impropriety and make recommendations on such matters to the Board;
  • review and provide guidance on ethical questions presented to it by the Board, officers, committee and task force members, volunteers, staff and USAA members; and
  • perform such other duties as assigned by the Board.

Members of the Ethics Committee shall satisfy the standards of independence for "independent directors" as set forth below. 

 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.

 

 

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