Proposed USA Triathlon Bylaw Changes - Posted 6/23/23
by USA Triathlon
USA Triathlon is committed to transparency in revisions to its bylaws and policies, among other business affairs and activities of the organization, and proactivity in its communication and information sharing. Additionally, USA Triathlon and the Board of Directors are dedicated to fostering an environment that encourages feedback and commentary from the community and constituents.
Annual members are the foundation of the USA Triathlon, and an engaged membership is vital in continuing to move the organization, community and sport forward.
Please direct feedback, comments and questions to Joel Rosinbum, Chair of the USA Triathlon Board of Directors, at firstname.lastname@example.org or USA Triathlon Legal Counsel at email@example.com and Camellia.Noriega@usatriathlon.org.
Proposed Bylaw Changes
The proposed revisions of the USA Triathlon Bylaws include updates to Section 6.9, 6.10, 6.11, and 6.8, and a universal change to the term “USOPC Athletes’ Advisory Committee,” as further explained below.
Under Section 6.9 “Staggered Board”, the Bylaws currently require that the Board be elected on a staggered Board system. The proposed bylaw change provides that if at some point the Board election/section becomes unstaggered, the Nominating and Governance Committee to designate a different term for a General Director and return the Board to a staggered Board.If the Nominating and Governance Committee decides to so designate such a change in a General Director term under this Section, it will be publicly announced on the USA Triathlon’s website before the election start date for the coming year for that General Director position.The proposed revision removed the prior language that allowed for the Nominating and Governance Board to change a Director term to achieve a staggered board during the initial creation of the Board after the reorganization of USA Triathlon.
The Board makes this recommendation in order to effectuate the purpose of having a staggered board and the Bylaw’s staggered Board requirement – to provide some consistency in the Board makeup and provide for regular turnover of General Directors consistent with the term limits that allow for regular incorporation of new voices and a diversity of views in the Board’s membership. By effectuating the staggered board system in this manner, the proposed language ensures some consistency in the General Directors on the Board to maintain institutional knowledge and avoids large changeover in the Board’s constitution.Likewise, the proposed language ensures the regular introduction of new viewpoints to the USA Triathlon Board and a return to the staggered board system.
Additionally, proposed revisions of the USA Triathlon Bylaws include an update to Section 6.10 “Board Term.”The proposed bylaw change provides that the Nominating and Governance Committee may change the term length of a General Director in order to return to a staggered Board system under Section 6.9.The proposed bylaw change also adds language that allows for the term limit of a General Director set forth in Section 6.11 to be applicable to any change in the General Director Board term to achieve a staggered Board under Section 6.9.
The proposed bylaw change also includes new language in Section 6.11 under “Board Term Limits”.The proposed language includes new language that clarifies that no Board Director shall serve more than two consecutive four-year terms, or four consecutive two-year terms, or a combination thereof, totaling eight-term years, whichever is applicable.Moreover, the proposed language adds that no Director shall serve more than 10 consecutive years on the Board.The proposed language also changes some language in the Bylaw that set forth that a Director who meets the term limit can return to the Board after one term off the Board by removing the use of the term “they” when referring to individuals who serve on the Board and replacing it with the term “individual.”The Board recommends these changes to Section 6.11 in order to better ensure regular turn-around of Directors on the Board and provide more transparency to the application of term limits to Directors.
The proposed bylaw change provides a specific definition of a “term” for a Board term limit as more than 50 percent of a Board vacancy where the term is set by the Bylaws or the Nominating and Governance Committee under Section 6.9. This proposed change provides further transparency to the definition of “term” previously not included in the Bylaws.
In Section 8.6, under Committee “Term Limits”, the Board’s proposed bylaw change includes language that makes the definition of “term” in Section 6.11 applicable to Section 8.6.This change is recommended in order to provide more consistency to the definition of “term” for purposes of “term limits” in the Bylaws.
Finally, the USOPC has changed the name of the “USOPC Athletes’ Advisory Committee’ to the “USOPC Athletes Commission”.Accordingly, the proposed bylaw change includes a universal change throughout the Bylaws that makes this change and now refers to the USOPC Athletes’ Advisory Committee as the USOPC Athletes Commission.