MINUTES UNITED STATES CENTER FOR SAFESPORT March 10, 2017 Opening of Meeting 1. The meeting of the Board of Directors of the United States Center for SafeSport (USCS S) was opened on Friday, March IO, 2017, at 8:30 am. MST. Notice ofthe meeting was duly given pursuant to USCSS Bylaws. The meeting was held in Denver, Colorado. Board Members Present 2. The following Board members were present on Friday, March l0, 20l7: Frank Marshall, Chair, Regis Becker, Angelo Giardino, Reuben Jones, Julie Novak, Megan Ryther, Fran Sepler, and Connie Smotek. Jessica Herrera-Flanigan joined by phone. 3. Also in attendance for the meeting were USCSS employees Malia Arrington (Chief Operating Officer), Melissa Dove (Business Manager), Shellie Pfohl (Chief Executive Of?cer), Kathleen Smith (Senior Investigator), and Meredith Yeoman (Community Outreach and Communications Coordinator). Tom Dewar (Principal, TDEWAR, inc.) and Dan Hill (President, Hill Impact) attended part of the meeting. Quorum 4. Attending Board members constituted a quorum of the Board under USCSS Bylaws. Approval of December 2016 Minutes 5. A motion was made to approve the Board minutes for the December 9, 20l6 meeting. The motion was seconded with spelling corrections in Section 29. The motion passed unanimously with corrections as noted. Conflict of Interest Policy 6. All Board members signed and returned the USCSS Con?ict of Interest policy addendum, including Jessica Herrera-Flanigan who submitted the form electronically. Board Nominations 7. Megan Ryther, Regis Becker, and Angelo Giardino were re-nominated for Board membership. A motion was made and seconded to approve the nominations. The motion passed unanimously. Financial Update 8. Reuben Jones informed the Board that administrative rights to US. Bank account had been transitioned from the United States Olympic Committee (USOC) to United States Center for SafeSport Meeting Minutes March ID, 2017 Page 2 9. IO. ll. I2. 13. USCSS. Malia Arrington, Mr. Jones, and Shellie Pfohl have signatory rights on the account. Mr. Jones discussed the Finance Committee?s search for an audit firm. He noted the selected candidate would be presented to the Board for approval, and cited the target date for completion of annual audit as June or July of 20l7. Mr. Jones noted all Board members have contributed funding to USCSS. Mr. Jones updated that 92% of expected revenue from the 47 member National Governing Bodies (NGBs) has been received. Melissa Dove discussed February 28, 2017 statement of ?nancial position and statement of activities, both presented on a cash basis. Ms. Pfohl suggested USCSS use an accrual rather than cash-based method of accounting. The Board expressed no objection. Chief Executive Of?cer Report l4. IS. 16. 17. Shellie Pfohl provided an update on USCSS facilities and equipment. Ms. Pfohl discussed the development of internal controls for USCSS ?nancial operations. Ms. Pfohl relayed she registered USCSS with the Colorado Non-Pro?t Association and Board Source, a resource base for best practices and training related to board governance. Ms. Pfohl noted she is working to establish key performance indicators, which will include qualitative and quantitative success metrics. . Ms. Pfohl discussed the need for a three-to-flve-year education and outreach strategy and relayed she is pursuing a planning grant to fund its development. She also reported on the ongoing rebranding of existing SafeSport training materials and educational resources. Chief Operating Of?cer Report 19. 20. Malia Arrington informed the Board that the SafeSport Code, the SafeSport Practices and Procedures for the US. Olympic and Paralympic Movement, and the Supplementary Rules for US. Olympic and Paralympic Movement SafeSport Arbitrations became effective on March 3, 20l7. These documents were posted to the USCSS website and were circulated to all NGBs. The Board discussed the USCSS con?ict of interest policy specific to the organization?s investigation staff. Ms. Arrington expressed that, given the need for independence, a two- year waiting period should be implemented before an investigator who was previously af?liated with an Olympic or Paralympic organization can perform investigative services for USCSS. United States Center for SafeSport Meeting Minutes March 10, 2017 Page 3 Ms. Arrington outlined plans to contract with three to ?ve outside investigators. She also reported that a second investigator was hired and will begin work for USCSS in June 2017. 22. Ms. Arrington relayed a pool of arbitrators had been identi?ed by JAMS to hear USCSS cases. Arbitrators will receive specialized training. 23. Ms. Arrington discussed online and interactive support resources available to parties involved in USCSS cases. She also overviewed the case management system, noting its ability to track data analytics. 24. The Board considered protocols for handling reports of misconduct that fall outside of USCSS authority and/orjurisdiction. 25. Ms. Arrington reported on a proposed piece of Congressional legislation, the ?Protecting Young Victims from Sexual Abuse Act of 2017,? which was introduced by Senator Dianne Feinstein in early 20l7. Executive Session 26. The Board went into Executive Session. 27. After meeting in Executive Session, the Board reconvened in regular session. Bylaws 28. A motion was made and seconded to approve the bylaws as amended. The motion passed unanimously. Fundraising 29. Shellie Pfohl and USCSS fundraising consultant Tom Dewar discussed ongoing fundraising efforts. USCSS is targeting four grant applications per month. 30. Ms. Pfohl relayed USCSS recently purchased fundraising software and support services through a contracted carrier. 3 I. Mr. Dewar presented a multi-phase fundraising strategy in which USCSS will seek funding for research, planning grants, and response and resolution services during the ?rst phase. USCSS will look to align research opportunities with select projects during the second phase. 32. Ms. Pfohl discussed the potential for Board members to take on an active fundraising role. 33. Ms. Pfohl updated on efforts to cultivate and maintain relationships with American professional sports leagues. United States Center for SafeSport Meeting Minutes March 10, 2017 Page 4 Committee Meetings 34. 35. 36. 37. 38. 39. Public 40. 42. 43. 44. 45 The Board separated into the three USCSS Standing Committees, which had been previously constituted. Members of the Standing Committees are as follows: Compensation Regis Becker, Megan Ryther, and Fran Sepler. Finance Reuben Jones, Frank Marshall, Julie Novak, and Connie Smotek. i. Frank Marshall joined the Finance Committee. Nominating and Governance Jessica Herrera-Flanigan and Fran Sepler. Each committee convened to discuss topics on its agenda. After meeting, the committees reported to the Board. The Compensation Committee presented its Charter for approval by the Board. A motion was made and seconded. The motion passed unanimously. The Compensation Committee also indicated members are researching industry norms and standards to develop a system for compensation and performance review. The Finance Committee reported it will circulate ?nancial statements each month. In the coming months, the group will also ?nalize internal controls for ?nancial operations, draft a committee charter, and select an auditor. The Nominating and Governance Committee did not meet in-person but reported the members are drafting a Charter. The group is also creating a process for identifying Board candidates for future openings. Relations USCSS public relations consultant Dan Hill discussed strategic communication and media relations. Mr. Hill described the social climate and engaged in dialogue around market positioning ahead of public-facing launch. Mr. Hill discussed the importance of third-party endorsement and noted opportunities for Education and Outreach Of?ce to enhance public awareness and perception. Mr. Hill noted USCSS is developing marketing materials, including an informative video and a tagline. Under Mr. Hill?s direction, meeting attendees participated in a media training exercise. . Shellie Pfohl noted USCSS may engage Board members with subject-matter expertise to respond to select media requests. United States Center for SafeSport Meeting Minutes March 10, 2017 Page 5 Adjournment 46. A motion was made and seconded to adjourn the meeting. The motion passed unanimously. 47. The meeting was adjourned at 4:04 pm. MST. These minutes constitute a true and correct recitation 01? the March 10, 2017, meeting of the Board of Directors of the United States Center for SafeSport. WW Megan Ryth?D Secretary Approved by the USCSS Board on June 2, 2017.