2024 Proposed USA Triathlon Bylaws Changes
by USA Triathlon
USA Triathlon (USAT) is committed to transparency in its business affairs and organizational activities, including but not limited to revisions to its Bylaws and Policies, and strives for proactivity in its communication and information sharing to ensure this transparency. Additionally, USAT 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 USAT. 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 USAT Board of Directors, at joel.rosinbum@gmail.com, the USAT Legal Department (legal@usatriathlon.org), or Camellia Noriega, Associate General Counsel, at camellia.noriega@usatriathlon.org.
Proposed Bylaw Changes
Full Proposed USA Triathlon Bylaws
USAT proposes to make the following changes to the various Sections in its Bylaws. A clean version of the proposed bylaws is linked above. The majority of proposed revisions to the USAT Bylaws are required to make the Bylaw consistent with the United States Olympic and Paralympic Committee’s (USOPC) Bylaws, are recommended as good governance practices by the USOPC for national governing bodies such as USAT, or are pure grammatical corrections for easier member reading of the Bylaws.
Section 4: Certification as National Governing Body
In Section 4.1(a)(iii), USAT proposes to clarify that 80% of the USAT Athletes’ Advisory Council must be composed of Elite 10 Year Athletes. The other 20% may be composed of Elite 10 Year or Elite 10+ Year Athletes. This clarification is consistent with the requirements of the USOPC. The remaining proposed changes in Section 4 align the USAT’s bylaw language with the USOPC Bylaws (Sections 4.1(a)(ix), 4.1(c)(iii), 4.1 (d), 4.1(e)(iv), 4.2(b)).
Section 5: Members
USAT proposes to clarify that an individual must be a USAT member for at least 30 days before being eligible to vote in a General Director(s) election in Section 5.2 to make the language consistent with the USOPC Bylaws. Additionally, in Sections 5.1 and 5.4, USAT proposes to make insignificant grammatical edits to streamline the language.
Section 6: Board of Directors
In Sections 6.4 and 6.12, USAT recommends moving paragraphs 3 and 4 in Section 6.4, to Section 6.12 to better align with language relating to a USAT’s Director’s attendance at Board of Directors meetings. In Section 6.6(b), USAT proposes to specify that the definition of Athlete director can be found in Section 6.8 for easy reference by members. USAT recommends additional minor grammatical edits to Sections 6.6(c), 6.8, 6.11, 6.13, and 6.17.
Section 8: Committees
USAT proposes to move the following language, “The Committee Chair shall set a minimum of one (1) meeting each calendar year” in Section 8.2, to Section 8.11 to make it clear the requirement for committees to have meetings. Further, USAT recommends moving the following language, “Committee meetings and agendas shall be developed by the Committee Chair in consultation with the Board Liaison and Staff Liaison” to the USAT Committee Operating Manual. In Section 8.3, USAT proposes to specify that the number of committee members on Other Committees shall be between 6-12 individuals to institute better governance regarding its Other Committees. In Section 8.5, USAT proposes to revise the committee member term for Other Committees from 2 years to 3 years to provide committee members with the opportunity to better familiarize themselves with Committee objectives and goals and be more productive members. Additionally, USAT proposes to specify that the definition of “term” be in Section 6.11 for easy reference by readers. In Section 8.6, USAT recommends specifying that Other Committee members term limit is three (3) terms; thus, after three (3) terms of 3-years, the committee member will be ineligible for service on that particular committee for a period of one term (3 years). This proposal aligns the USAT bylaws with best governance practices. Also, in Section 8.8, USAT proposes to specify that a Committee or Task Force member may be removed by the CEO with prior consent from the Board Chair, with or without cause. This provides USAT with a greater ability to perform operational responsibilities swiftly and efficiently.
USAT recommends updating its bylaw language to permit a current member of the Board of Directors to serve on the Nominating and Governance Committee to provide Board perspective on said Committee in Section 8.16. USAT also proposes to clarify that an individual serving on the Nominating and Governance Committee under Section 8.16(a)(d) may be considered as a candidate for the Board of Directors to not “penalize” a current Board member for their service on the Committee. USAT recommends removing the prohibition that a member of the Nominating and Governance Committee cannot serve in any other USAT capacity for a period of one year after their service on the Nominating and Governance Committee. USAT makes this recommendation because USAT may be able to identify potential conflicts of interest via its Conflict of Interest Policy and Conflict of Interest Disclosure Form. Finally, USAT made insignificant grammatical edits to Sections 8.1, 8.3, 8.4, 8.6, 8.12, 8.13, 8.14, 8.15, 8.16, and 8.17, for easier reading.
Section 9: USA Triathlon Athletes’ Advisory Council; Section 10: USOPC Team USA Athletes’ Commission
Lastly, USAT proposes to make minor grammatical edits to Sections 9.4 and 10 for easier member reading of the USAT Bylaws.