Ensure Greater Accountability of President to Board

While the accountability of the President to the Board is ultimately an ongoing function of the Board, the changes documented in Article 4.1 (Authority of the Board) and updates to Article 7.1 (Duties of the President) clarify the standard for evaluation.

4.1 Authority. The business and affairs of the Corporation are the responsibility of the Board. The Board shall oversee the management of the Corporation and its affairs, but shall not manage the Corporation. The Board shall select the Corporation’s President and diligently oversee him/her in the operation of the Corporation, empowering the President to manage a staff-driven organization with effective Board oversight. In addition, the Board performs the following specific functions, among others:

    (a) Reviews and approves the Corporation’s strategic plan and the annual operating plans, budgets, business plans and corporate performance;
    (b) Sets policy and provides guidance and strategic direction to management on significant issues facing the Corporation;
    (c) Reviews and approves significant corporate actions;
    (d) Oversees the financial reporting process;
    (e) Oversees effective corporate governance;
    (f) Approves financial strategies and long-range financial planning;
    (g) Reviews and approves financial statements, annual reports, audit and control policies, and, upon the recommendation of the Finance, Compensation and Audit Committee, selects independent auditors;
    (h) Monitors to determine whether the Corporation’s assets are being properly protected;
    (i) Monitors the Corporation’s compliance with Safe Sport programs;
    (j) Monitors the Corporation’s compliance with laws and regulations and the performance of its broader responsibilities;
    (k) Implements procedures to orient new Board members, to educate them on the business and governance affairs of the Corporation and to evaluate Board performance;
    (l) Maintains a Board Handbook that includes the Bylaws, all pertinent policies, and other documents that Board members need to be effective;
    (m) Selects, compensates, and evaluates the President and plans for management succession.

7.1 President. The President is the Chief Executive Officer of the Corporation. The President shall:

    (a) Direct the day-to-day business of the Corporation;
    (b) Hire, supervise and dismiss employees of the Corporation;
    (c) Prepare the annual budget and submit the annual budget to the Board;
    (d) Prepare and submit to the Board an annual strategic plan;
    (e) Promote a positive and safe environment for the gymnastics community;
    (f) Oversee the Corporation’s events and activities;
    (g) Oversee the Corporation’s high performance plan for sustained competitive excellence at the international level;
    (h) Develop and implement strategies to expand participation in the sport;
    (i) Serve as a public spokesperson for USA Gymnastics;
    (j) Enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation except as limited by policies established and approved by the Board;
    (k) Disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and present to the Directors, at a regular meeting of the Board, or whenever the Board may require it, a full and clear statement of the business and financial condition of the Corporation, including a detailed accounting of all financial transactions of the Corporation;
    (l) Authorize accounts and investments on behalf of the Corporation;
    (m) Perform all other duties assigned to the President in these Bylaws or by specific direction of the Board or its Standing Committees; and
    (n) Have authority, with the approval of the Board, to create, restructure, and dissolve special, ad hoc or advisory committees for a special purpose except those committees provided for in Section 6.02 of these Bylaws.