USA Climbing Seeks Candidates for its Board of Directors:
USA Climbing’s Board of Directors recently approved expanding the Board from 10 to 15 members, bringing the number of Athlete Directors from two (2) to five (5) and the non-athlete Directors from eight (8) to ten (10). The Nominating and Governance Committee is seeking qualified candidates to fill the two non-athlete positions for the Board of Directors, at least one of which must be “Independent” (see below). USA Climbing is planning an election for the two Athlete Director positions, one of which will be a Paraclimbing Director. Further information, including athlete eligibility requirements for the Athlete Director Board positions will be provided directly to athlete members, however athletes may also reach out to Sharlee at Sharlee@usaclimbing.org to answer any questions or ensure they receive the relevant information.
If you would like to be considered for the non-athlete positions, please send a Letter Of Interest and resume, by November 20, 2020, detailing your experience, background and skills to:
Chair, USA Climbing Nominating and Governance Committee (“NGC”)
In your email please use a subject line of “Application to <Board of Directors > by <your name>”. Your LOI should have your name and address near the top. On your resume, please include your full name and contact information, USAC member number, region, and history of participation and support of USA Climbing. Please name your LOI attachment “LastName, FirstName - LOI” and your resume attachment as “LastName, FirstName - Resume”.
To avoid formatting issues, both your LOI and Resume should be submitted in PDF format.
About the Board of Directors
The Board of Directors represents the interests of the competition climbing community for USA Climbing in the United States and its athletes by providing USA Climbing with policy, guidance, and strategic direction. The Board oversees the management of USA Climbing and its affairs, but it does not manage USA Climbing. The Board oversee the CEO in the operation of USA Climbing and shall focus on long-term objectives and impacts rather than on day- to-day management, empowering the CEO to manage a staff-driven organization with effective Board oversight. In addition, the Board performs the following specific functions:
a) implements procedures to orient new Board directors, to educate all directors on the business and governance affairs of USA Climbing, and to evaluate Board performance.
b) selects, compensates, and evaluates the CEO and key employees and plans for management succession;
c) reviews and approves USA Climbing's strategic plan and the annual operating plans, budget, business plans, and corporate performance;
d) sets policy and provides guidance and strategic direction to management on significant issues facing USA Climbing;
e) reviews and approves significant corporate actions;
f) oversees the financial reporting process, communications with stakeholders, and USA Climbing's legal and regulatory compliance program;
g) oversees effective corporate governance;
h) approves capital structure, financial strategies, borrowing commitments, and long- range financial planning;
i) reviews and approves financial statements, annual reports, audit and control policies, and, upon the recommendation of the Audit Committee, selects independent auditors;
j) monitors to determine whether USA Climbing's assets are being properly protected;
k) monitors USA Climbing's compliance with laws and regulations and the performance of its broader responsibilities; and
l) ensures that the Board and management are properly structured and prepared to act in case of an unforeseen corporate crisis.
A full list of the current Directors can be found here:
Four years. Directors may serve a maximum of two four-year terms.
Two (2) non-athlete Directors, at least one of which must be “Independent”, and two (2) Athlete Directors.
Disclosures and Disqualification: An individual is ineligible to serve on the Board of Directors, or on a committee, task force or working group, if such individual has a felony conviction or any other violation that would disqualify the individual under USA Climbing’s SafeSport Screening and Criminal Background Check Policy. When expressing interest in serving, an individual must make Background Disclosure as required under Section 5.3(e) and such other disclosure as requested by the Nominating and Governance Committee, and must permit such disclosures to be shared with others who are assessing the individual’s qualifications for appointment or retention or whose input is sought in connection with such assessment.
USA Climbing Commitment to Diversity: USA Climbing encourages all to participate. Members of the Board, committees, working groups, and task forces are selected without regard to race, color, religion, national origin, gender, sexual orientation, or gender identity. USA Climbing is committed to providing equal opportunity to amateur athletes, coaches, trainers, managers, administrators, and officials to participate in climbing competitions without discrimination on the basis of race, color, religion, age, gender, sexual orientation or gender identity, or national origin. Diversity at all levels of USA Climbing is desirable, including among the membership of the Board, committees, task forces and working groups, and among its athletes. Open discussion and the presentation of a diversity of views is encouraged.
Eligibility Requirements for non-athlete Directors: (from Section 7.4 and 7.7 of the Bylaws)
Section 7.4. Qualifications.
Each director of the Board of Directors must be a citizen of the United States and eighteen (18) years of age or older. A director need not be a resident of the state of Utah.
Each director must be a member in good standing of USA Climbing and must support the mission of USA Climbing. A director shall (i) have the highest personal and professional integrity, (ii) have demonstrated exceptional ability and judgment, and (iii) be effective, in conjunction with the other members of the Board, in collectively serving the long-term interests of USA Climbing. Directors shall possess the highest personal values, judgment and integrity, understanding of athletic competition and the Olympic and Paralympic ideals, and have diverse experience in the key business, financial, and other challenges that face USA Climbing. An individual is ineligible to serve on the Board of Directors if such individual has a felony conviction or any other violation that would disqualify the individual under USA Climbing’s SafeSport Screening and Criminal Background Check Policy. When expressing interest in serving on the Board, an individual must make Background Disclosure as required under Section 5.3(e) and such other disclosure as requested by the Nominating and Governance Committee. Directors shall have a high level of experience and capability in Board oversight responsibilities, including in the areas of finance, marketing, fundraising, audit, management, communications, and sport.
From USA Climbing By-laws, Section 7.7. Independence.
The Board, through its Nominating and Governance Committee, shall affirmatively make a determination as to the independence of each Independent Director and shall disclose those determinations to the President of the Board of Directors (the “President of the Board”). An Independent Director shall be determined to have no material relationship with USA Climbing, either directly or through an organization that has a material relationship with USA Climbing. A relationship is "material" if, in the judgment of the Nominating and Governance Committee, it would interfere with the director's independent judgment. In determining whether a director is independent, the guidelines set forth below shall be applied on a case by case basis by the Nominating and Governance Committee. However, the Nominating and Governance Committee shall presume a director or proposed director to lack independence (which presumption may be rebutted under facts and circumstances to be considered by the Nominating and Governance Committee) if, within the preceding four (4) years or during the director’s term on the Board:
a) the director or the immediate family of the director was employed in a paid or volunteer role (other than their director role) by USA Climbing or the International Federation of Sport Climbing;
b) an immediate family member of the director was or is active as an Athlete member of USA Climbing;
c) the director was employed by USA Climbing's outside auditor or outside counsel (other than pro bono counsel);
d) an immediate family member of the director was employed by USA Climbing's outside auditor or outside counsel (other than pro bono counsel) as a partner, principal or manager;
e) the director was or is a member of USA Climbing's Athletes' Advisory Committee or is an immediate family member of an Athlete director(s) on the Board;
f) the director receives any compensation from USA Climbing, directly or indirectly, excluding any cost or expense reimbursement; or
g) the director is an executive officer, controlling shareholder, or partner of a corporation or partnership or other business entity that does business with USA Climbing, provided that active involvement by an individual or an individual’s immediate family member with the Foundation, including, without limitation, as a member of the board of directors or an officer of the Foundation, shall not, in and of itself, undermine an individual’s independence.
h) the director is the parent or close family member or coach of an athlete that has competed in a USA Climbing competition; or
i) the director is a member of USA Climbing in a membership category that participates in competitions.
Where the guidelines above do not address a particular relationship, the determination of whether the relationship is material, and whether a director is independent, shall be made by the Nominating and Governance Committee.