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#Post#: 568--------------------------------------------------
Audit Committee
DIR By: Bagehot
Date: May 19, 2015, 5:01 pm
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As noted during the USOC probation, one of the major failures of
the USAT was in its Audit Committee, which the USOC found had
failed to communicate with the general board and the membership,
overlooked and ignored USOC audit recommendations, failed to
timely process annual budgets or file annual reports. This was a
committee chaired by an independent director who believed, for
some reason, that he was not subect to the USAT Bylaws.
The USAT Bylaws continue to state as follows:
--- Quote ---
> Section 9.10. Open and Executive Meeting Sessions.
>
> Ordinarily, all committee and task force meetings shall be
open to USAT members. In the event the committee or task force
chair, with the consent of a majority of the committee or task
force members in attendance, deems it appropriate: (i) to
exclude members at an open meeting for any reason, then the
chair may declare that the meeting is closed, or (ii) to convene
an executive session to consider and discuss matters relating to
personnel, nominations, discipline, budget, salary, litigation
or other sensitive matter, then the chair may specifically
designate and call an executive session. Further, the chair may
open a meeting of the committee or task force to non-USAT
members, with the consent of a majority of the members of the
committee or task force in attendance.
>
> Section 9.11. Minutes of Meetings.
>
> Each committee and task force shall take minutes of its
meetings and submit them to appropriate USAT personnel for
posting on USAT’s web site.
--- End Quote ---
The Audit Committee specifically is authorized as follows:
--- Quote ---
> Section 9.13. Audit Committee.
>
> The Audit Committee shall be appointed and have the
responsibilities as follows:
>
> a. The Board of Directors shall appoint the members of the
Audit Committee and its chair, all of whom shall be directors of
the Board. An Independent Director of the Board with financial
experience shall be on the Audit Committee, and a majority of
members of the Audit Committee (exclusive of any athlete
representative) shall be Independent Directors.
>
> b. The Audit Committee shall —
>
> 1. recommend the independent auditors of USAT, review the
report of the independent auditors and management letter, and
recommend action as needed;
>
> 2. investigate matters of fiscal controls and disclosure and
such other matter as directed by the Board; and
>
> 3. perform such other duties as assigned by the Board.
--- End Quote ---
The USOC also directly ordered the USAT to provide timely
transparency regarding financial matters
--- Quote ---
> 95. Section 220524 of the Act provides that an NGB shall be
responsible to the
> persons and amateur sports organizations it represents.
Further, Section 8.7(1) provides that an
> NGB shall be financially and operationally transparent and
accountable to its members
>
> 141. USAT shall take immediate steps to effectively
communicate with its members
> and be transparent regarding its actions.
>
> 142. USAT shall post complete and accurate minutes on its
website within fifteen (15)
> days of Board meetings.
>
> 144. USAT shall prepare and post year-end financials and IRS
Form 990s on its
> website in a timely fashion.
--- End Quote ---
The USAT's tax return, the 990, was due by the filing deadline
of May 15. It's not posted. The Audit Committee has never held a
meeting (according to the official, public record of USAT
meeting minutes). It has never held an open meeting, nor
declared executive session that anyone can tell.
The Board as a whole doesn't seem to care. The Board Chair, who
spends most of his waking hours playing Game of Thrones against
the CEO, wasting time and resources, doesn't seem to be able to
frame basic questions to the Audit Chair, like "where are your
meeting announcements, when are your meeting, where are the
minutes of the meetings and why isn't the 990 form posted by the
filing date?"
On the other hand, the Board itself has apparently done nothing
in the past seven months, since no meeting minutes have been
posted since November, despite the direct USOC order to post
them within 15 days of each meeting.
Bagehot
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