| FORM 990, PART VI, SECTION A, LINE 4 |
THE BYLAWS IN EFFECT PRIOR TO THIS FISCAL YEAR GAVE THE CORPORATION'S HOUSE OF DELEGATES (HOD) THE RIGHT TO APPROVE ALL REVISIONS TO THE BYLAWS. SIGNIFICANT BYLAWS REVISIONS APPROVED BY THE HOD IN 2017 INCLUDED: 1. ESTABLISHING THAT THE BOARD OF DIRECTORS HAS THE POWER TO ALTER, AMEND OR REPEAL THE BYLAWS, ENSURING CONSISTENCY WITH THE ARTICLES OF INCORPORATION. THE HOD RETAINS AUTHORITY TO MAKE CHANGES PERTAINING TO: THE RULES OF THE SPORT; COMPOSITION OF THE HOD; COMPOSITION OR NUMBER OF BOARD MEMBERS ELECTED BY THE HOD, AND CHANGES TO FEES IN EXISTING MEMBERSHIP CATEGORIES. 2. ASSIGNING SOLE AUTHORITY FOR APPROVAL OF THE BUDGET TO THE BOARD OF DIRECTORS (FORMERLY HELD BY THE HOD). 3. CLARIFYING THAT THE PRESIDENT/CEO AND THE SECRETARY/GENERAL COUNSEL SERVE AS EX-OFFICIO, NON-VOTING MEMBERS OF THE BOARD OF DIRECTORS. 4. ESTABLISHING A NOMINATING COMMITTEE TO ENHANCE RECRUITMENT AND VETTING OF CANDIDATES FOR THE BOARD OF DIRECTORS. 5. EFFECTIVE WITH ELECTIONS BEING HELD IN 2018: A. THE BOARD WILL TRANSITION FROM HAVING 22 VOTING MEMBERS THAT WERE OPERATIONALLY FOCUSED AND PRIMARILY CONSTITUENCY-APPOINTED, TO 15 PRIMARILY AT-LARGE MEMBERS FOCUSED ON STRATEGIC GOVERNANCE AND FIDUCIARY OVERSIGHT. B. THE NUMBER OF BOARD OFFICERS IS BEING REDUCED FROM 7 TO 3 (BOARD CHAIR, VICE CHAIR/CHAIR-ELECT, AND VICE CHAIR-FISCAL OVERSIGHT). BOARD OFFICERS, PREVIOUSLY ELECTED BY THE HOD, WILL BE ELECTED BY THE BOARD FROM AMONG ITS MEMBERS. C. ELIMINATING THE EXECUTIVE COMMITTEE AS A STANDING COMMITTEE, AS REDUCED BOARD SIZE AND AVAILABILITY OF MEETING BY ELECTRONIC MEANS MAKES IT NO LONGER NEEDED. |
| FORM 990, PART VI, SECTION A, LINE 6 |
THE CORPORATION IS A MEMBERSHIP ORGANIZATION. |
| FORM 990, PART VI, SECTION A, LINE 7A |
MEMBERS ELECT THE BOARD OF DIRECTORS AT AN ANNUAL CONVENTION. |
| FORM 990, PART VI, SECTION A, LINE 7B |
THE MEMBER'S HOUSE OF DELEGATES IS RESPONSIBLE FOR THE FOLLOWING ACTIONS: 1) THE ELECTION OF CERTAIN BOARD MEMBERS 2) APPROVAL OF CHANGES TO THE RULEBOOK |
| FORM 990, PART VI, SECTION B, LINE 11B |
THE FORM IS DISTRIBUTED TO THE ENTIRE BOARD OF DIRECTORS VIA EMAIL AND ARE GIVEN THE OPPORTUNITY TO PROVIDE INPUT BEFORE FILING. |
| FORM 990, PART VI, SECTION B, LINE 12C |
EACH DIRECTOR, OFFICER, COMMITTEE MEMBER AND EMPLOYEE SHALL ANNUALLY SIGN A STATEMENT WHICH AFFIRMS SUCH PERSON: 1. HAS RECEIVED A COPY OF THE CONFLICTS OF INTEREST POLICY, 2. HAS READ AND UNDERSTANDS THE POLICY, 3. HAS AGREED TO COMPLY WITH THE POLICY, AND 4. UNDERSTANDS THAT USA SWIMMING IS A CHARITABLE ORGANIZATION AND IN ORDER TO MAINTAIN ITS FEDERAL TAX EXEMPTION IT MUST ENGAGE PRIMARILY IN ACTIVITIES WHICH ACCOMPLISH ONE OR MORE OF ITS TAX-EXEMPT PURPOSES. THE DISCLOSURE STATEMENTS SHALL BE REVIEWED BY THE CHAIRPERSON OF THE BOARD AND USA SWIMMING'S GENERAL COUNSEL. ANY ISSUES NOT PREVIOUSLY DISCLOSED SHALL BE REFERRED BY HIM OR HER TO THE BOARD OR APPROPRIATE COMMITTEE. THE DISCLOSURE STATEMENTS SHALL BE RETAINED IN THE FILES OF THE GENERAL COUNSEL. |
| FORM 990, PART VI, SECTION B, LINE 15 |
A SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS DEVELOPED AN EMPLOYMENT CONTRACT FOR THE CURRENT EXECUTIVE DIRECTOR USING COMPARABLE COMPENSATION DATA FROM OTHER NATIONAL GOVERNING BODIES AND LIKE INDUSTRIES. THE HUMAN RESOURCE DEPARTMENT REVIEWS SALARY SURVEYS AND DATA FROM OTHER NATIONAL GOVERNING BODIES TO SET AND ADJUST COMPENSATION FOR OFFICERS AND OTHER KEY EMPLOYEES. |
| FORM 990, PART VI, SECTION C, LINE 19 |
THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC ON THE ORGANIZATION'S WEBSITE. |
| FORM 990, PART VII, SECTION A, LINE 1A |
THE NUMBER OF DIRECTORS LISTED IN THIS SECTION IS GREATER THAN THE NUMBER OF DIRECTORS REPORTED IN PART VI, SECTION A, LINES 1A AND 1B DUE TO TURNOVER IN MEMBERS DURING THE YEAR. |
| FORM 990, PART XII, LINE 2C |
THE PROCESS HAS NOT CHANGED FROM THE PRIOR YEAR. |
Attach to Form 990 or 990-EZ.