Motions from the July 8, 2007 Board Meeting

Board members present for the meeting were: Sheri Pittman, Dr. Jiing Wang (DJW), Ed Hogshead, George Brathwaite, Barney Reed, Robert Blackwell, Lily Yip, Joseph Wells (JW), Dell Sweeris, Ashu Jain, and Whitney Ping.

All motions made by USATT President Sheri Pittman were pursuant to Bylaw requirements specifying the right and/or duty of the president to take certain actions. 

Motion 1 – Approval of Officials Committee Members: Moved to approve of the Officials Committee members as follows:
Wendell Dillon (chair), Allen Barth, Paul Kovac, Sean O’Neill, Terese Terranova, Azmy Ibrahim, Chris Willaims, and Roman Tinyszin.
Proposed by AJ; seconded by WP.
Passed 11-0

Motion 2 – Creation of an Internal Audit Committee: Moved to create an Internal Audit Committee.
Proposed by SP; seconded by AJ
Passed 11-0

Motion 3 – Designation of Duties to the Internal Audit Committee: Moved to assign the following duties to the Internal Audit Committee: conduct an annual internal audit and make recommendations to the Board by October 15 each year.
Proposed by SP, seconded by DS.
Passed 11-0

Motion 4 – Treasurer’s Access to USATT’s Financial Records: Moved that the USATT treasurer have full access to all USATT financial and contractual information.
Proposed by RB, seconded by DJW.
Passed 10-0-1, with WP abstaining

Motion 5 – Appointment to Nominating & Elections Committee: Moved to replace Nominating & Elections Committee member Nan Li with Tawny Banh.
Proposed by WP, seconded by AJ
Passed 11-0

Motion 6 – 2/3 Vote Required to Amend Bylaws: Moved to amend Chapter XVII, Section 1 of the USATT Bylaws to read: “These Bylaws may be amended, repealed, or altered, in whole or in part, and new Bylaws may be adopted by the affirmative vote of 2/3 majority of the sitting Board at any meeting duly called or via e-mail voting.”
Proposed by DS, seconded by AJ
Passed 11-0

Motion 7 – Protocol for E-Mail Voting: Moved to amend adopt the following amendments to Chapter XXVI of the USATT Bylaws:

1. In the title of the chapter, strike the word “TELEGRAPH” and replace it with “ELECTRONIC MEANS.”
2. In Section 1, sentence 1, strike the phrase “mail, telegraph, or facsimile machine if in the judgment of the President the urgency of the case requires such action” and replace the phrase with “mail, telegraph, telephone, facsimile machine, or email.”
3. In Section 1, sentence 3, strike the phrase “members or Board of Directors” and replace the phrase with “members, Board of Directors or committee.”
4. In Section 1, sentence 3, strike the phrase “the President must call a meeting” and replace the phrase with “the President or committee chair must call a meeting.”
5. Create a new Section 2: Email Voting Procedures, which has the following text.

   a. Board of Directors are required to have active email addresses and to correspond on a regular basis.
   
   b.      Any USATT Board member may make email motions at any time.
   
   c.       A motion may be distributed for discussion without previously acquiring a second.  The motion does not become official until it is seconded.   (The motion must state if approval requires nine affirmative votes or a simple majority.
   
   d.      Once a motion has been seconded, the Executive Director shall officially distribute the motion for voting.   No Board member or USATT employee may delay the distribution of the motion or the voting request, unless it is known certain board members or the ED are unattainable, or during a national holiday or a weekend, in which case the motion may not be delayed by more than 3 business day.  Any such delay should be explained by the President or ED.
   
   e.       All Email votes will have a closing date of 10 days after it is distributed for vote:

   1. For the first three days after the official motion is sent, no votes shall be allowed to enable Board discussion. This period of discussion may be extended by up to a week by the President or majority of the Board, with the closing date and time for the vote similarly extended. Discussion may be ended at any time by a majority vote of the Board.
      
      
   2. The email-voting period for motions will begin on the fourth day after the motion was distributed to the Board and will last one week. The closing date and time may be extended by up to 7 days if so noted in the motion itself. 

   f.        Urgent motions may be made that require no discussion periods and a reduced time limit for voting.  Such motion should be labeled as urgent, and have significant matter that requires urgency.   The voting deadline is one week after the motion is seconded and received by all Board members.
   
   g.       During the period of discussion, the Board member who made the motion may change the wording of the motion at any time, with the concurrence of the seconder.  If the second does not concur with the changed wording, the movant may submit a new motion.
   
   h.       Once a motion is made by email, no motions may be made that conflict with the motion until a vote on the motion has been completed, although a motion may be made to extend or shorten discussion or to table the motion under consideration.
   
   i.         Board members may change their votes up until the closing time of the vote, so no vote becomes official until that time.
   
   j.        Email votes by Board members must go to all Board members, the General Counsel, and the Executive Director.  The Executive Director or his/her designee shall be responsible for timely dispersing the motion to all Board Members.  Board members should keep all Board members, the Executive Director, and the General Counsel up-to-date with their email addresses and/or fax numbers
   
   k.         All official email motions, votes, and compilations of emails discussing the motions will be published on the USATT’s web page within five days of the closing date of the vote. The compilations of emails will serve as minutes. The USATT Executive Director shall forward the items to be published to the USATT Webmaster.
   
   l.     If the subject of the motion is confidential, no discussion emails shall be published. However, the final motion and votes of all motions must be published.
   Proposed by AJ, seconded by RB
   Passed 11-0

Motion 8 – Date Set for the Seating of USATT’s New Board: Moved to set the date of December 17 as the date by which the Board will have completed the process of governance reform and the new Board will be seated.
Proposed by AJ, seconded by RB.
Passed 11-0

Motion 9 – Timeline for Governance Reform: Moved to set the following timeline for governance reform:
By 7/15, the Governance & Reform Committee (GRC) shall be empanelled;
By 9/1, the GRC shall have submitted the recommended new Bylaws to the Board;
By 9/30, the Board will have approved either the recommended changes as submitted or approved the recommended changes as modified through Board input.  If the Board fails to approve the GRC’s recommendation by this date, the GRC’s recommendation will prevail.  This motion supersedes any provisions of the Bylaws that would otherwise apply.  This motion is subject to legal revisions.
Proposed by AJ; seconded by BR
Passed 11-0

Motion 10 – Creation of Ping Pong Diplomacy Committee: Moved to create a Ping Pong Diplomacy Committee, with Sheri Pittman as chair and Jiing Wang and Robert Blackwell as members.
Proposed by SP, seconded by DJW
Passed 11-0

NOTE: Robert Blackwell excused himself from the meeting and was not present for the following motion.

Motion 11 – Losses Incurred Due to Voluntary Withdrawal from Any Event: Moved that USATT shall not be responsible for the losses incurred by any member of the U.S. delegation due to that person’s voluntary withdrawal from any event.
Proposed by AJ, seconded by LY
Passed 5-1-4 (In favor: DS, WP, AJ, SP, LY; Against: DJW; Abstentions: GB, JW, EH, BR)