2012 NOMINATION MATERIALS FOR USA TAEKWONDO’S OPEN
INDEPENDENT DIRECTOR POSITIONS
By submitting this application and resume, I wish to be considered as a candidate for
one of the two open Independent Director positions on USAT’s Transitional Board of
Directors. To be eligible to run, I acknowledge that I must meet the requirements in
Section 7.7 of USAT’s Bylaws and should bring skill (including financial per Sarbanes
Oxley), experience, influence or diversity not otherwise found on the Board of Directors.
Completed materials must be submitted to Eric Parthen by email (eric.parthen@usataekwondo.us) or fax (719.866.4642).
Nominee’s Printed Name:
Title & Employer:
Business Address and Telephone:
Home Address and Telephone:
Mobile Telephone:
Email Address:
Please submit a resume or CV detailing the education and/or experience in your
background that qualifies you for this position.
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NOMINEE CERTIFICATION
If nominated and elected to serve in the above-referenced position, I hereby certify that:
1. I am willing and able to serve, and I have the time available to serve in this
position;
2. I will agree to be bound by USA Taekwondo’s Bylaws in my service in this
position;
3. The statements and other representations made by me in my nomination
materials are true, accurate, and correct, and I will update my information as any
changes occur;
4. Nothing in my past history or current representations would present any conflict
with my duties as a member of the Board or present a potential embarrassment
to USA Taekwondo;
5. I understand that I am subject to, and I agree to be subject to, a reasonable
background investigation and I agree to provide any additional documentation
and information necessary to permit USA Taekwondo to complete such
investigation;
6. I understand that by accepting nomination and signing this certification, I hereby
consent to the release of any documents or other information to USA Taekwondo
concerning my background; and
7. I agree to exercise the legal duties of care, loyalty and obedience in fulfilling my
responsibilities as a member of USA Taekwondo’s Board of Directors if selected
and to otherwise follow the standards of conduct set forth in USA Taekwondo’s
Bylaws and Code of Conduct for such service.
_____________________________________________________
Signature
_____________________________________________________
Printed Name
_________________________________
Date
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Frequently Asked Questions
Q: Does USA Taekwondo have Directors and Officers (D&O) Insurance?
A: Yes, USA Taekwondo has D&O insurance that will cover your responsibilities as a
Board director.
Q: What is the estimated time commitment?
A: Directors will be expected to participate in at least four (4) meetings per year and
occasional conference calls in between meetings, and to give attention to the business
of the sport as necessary. Although difficult to quantify the time commitment, it is
expected that Directors will have active involvement in USA Taekwondo governance,
oversight and policy.
Q: Will I potentially serve on other USA Taekwondo Committees?
A: Potentially. Committee assignments are made by the Board, and some Directors will
serve on committees. In addition, the Board or CEO may appoint advisory task forces or
other committees deemed appropriate, which may require Directors to serve in those
capacities as well.
Q: What is the deadline to submit my nomination to be an Independent Director?
A: There is no deadline as the Board is able to recruit candidates as well during their
selection process but we recommend you submit your application as soon as possible
so the Board is aware of your interest.
Q: What is the timeline?
A: It is anticipated the Transitional Board of Directors will make every effort to finalize
their selection of the Independent Directors by no later than October 1. However, the
Board will not adhere to this timeline at the expense of compromising the selection
process. USAT is committed to a selection process that provides highly qualified
Independent Director candidates.
Q: Do I need to be a member of USA Taekwondo?
A: Technically no. USA Taekwondo Bylaws do not require a Director to be a USA
Taekwondo member. However, it is expected that following your selection, you will join
USAT.
Q: I understand this election is to fill seats on a “Transitional Board.” What is the
primary role of the Transitional Board?
A: In addition to the traditional Board responsibilities as defined by USAT’s Bylaws and
non-profit governance in general, USAT’s Transitional Board’s primary responsibility will
be to conduct a thorough review of USAT’s current governance model to determine if it
is structured appropriately to provide effective leadership to the NGB and to recommend
and approve changes where necessary. Further, an excerpt from the USOC Hearing
Panel’s decision is below:
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“Of prime importance is undertaking a review of whether a constituency-based
Board serves the best interest of the sport of Taekwondo. The review shall also
investigate how real or perceived conflicts of interests, which result from a
constituency-based Board, affect the Board’s ability to carry out its
responsibilities. The review shall also consider whether independent Board seats
should be expanded and how independence should be defined. Also, the review
shall look at the composition and responsibilities of the Nominating Committee
(formerly Nominating and Governance Committee) and at ensuring a thorough,
fair and trusted nomination and election process. Additionally, the review shall
look at the role and function of clubs within USAT’s structure, the structure and
governance of state associations, and the recognition and role of affiliate
organizations.”
Q: If elected, what is the term for the Transitional Board?
A: Per the USOC Hearing Panel, the term of the Transitional Board concludes on
December 31, 2012 or when a new Board is seated. However, if this term is not
sufficient to accomplish the goals above, approval from the USOC Hearing Panel would
be required to seek a limited, defined extension.
Q: If selected for the Transitional Board, am I eligible to run for a second term on the
post reform Board of Directors?
A: Recognizing the benefit of the Transitional Board of Directors being able to lead a
reform process without the burden of worrying about how their reform decisions could
impact their ability to continue to serve after the transitional phase, members of the
Transitional Board will not be eligible to run for the new Board that will be seated
immediately following the reform. However, per the USOC Hearing Panel, the only
exceptions to this policy are the “newly elected Independent Directors” and the 2013 –
2016 USOC AAC representative if that position serves on the Transitional Board and is
included on the reformed Board of Directors. Once Transitional Board members have
sat out a full term, they would be eligible to run for the Board again.
Q: Is there a financial commitment to USAT if I’m elected/selected for the Board?
A: Given that USAT is in the process of developing new philanthropic fundraising
platforms, all USAT Board members will be required to make a financial contribution to
USAT. The amount of the donation will be up to the individual director and be
confidential if the director chooses. USAT will strive for 100% participation from the
seated directors in order to help facilitate USAT’s outside fundraising efforts.
Q: What are the most relevant sections of USAT’s Bylaws for this election process?
A: USAT’s Bylaws can be found on USAT’s website at the following link:
http://assets.usoc.org/assets/documents/attached_file/filename1/55972/USAT_Byalws_
_March__2012_-_redline.pdf. In order to comply with the USOC Hearing Panel’s
Decision and to facilitate the Transitional Board election, USAT amended its Bylaws and
added Section 7.6.a which largely covers these elections and is cut and pasted below.
However, USAT recommends interested candidates read the entire Bylaws in order to
familiarize themselves with USAT’s governance.
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EXCERPT FROM USAT BYLAWS
Section 7.6.a – Election/Selection Transitional Provision
In order to comply with the United States Olympic Committee’s Hearing Panel’s
Decision, Section 7.6.a will apply to the May, 2012 elections to repopulate USAT’s
Board of Directors which will be known as the “Transitional Board of Directors”. Section
7.6.a will take precedence over and supersede any other conflicting provision in these
Bylaws for purposes of this election. Section 7.6 will apply for all subsequent elections.
Seats Eligible for Election as of March, 2012
 Club Directors (2) – In order to be eligible to run for the two (2) open Club Directors
positions, the club must have at least 15 registered members at the end of 2011 and
must have a valid address where athletes are actively training. All candidates that
are interested in running, including those that previously applied, will be required to
submit an updated candidate application that documents their intent to run,
addresses basic background information consistent with serving on a non-profit
Board of Directors and confirms their consent with USAT’s Code of Ethics and
Conflict of Interest Policies. Those who submit their updated candidate application
will be considered candidates for the Club Director seats (2) and will be eligible to be
elected by all currently registered clubs as of December 31, 2011.
 Referee Director (1) – In order to be eligible to run for the open Referee Director
position, an individual must be an International Referee. The requirements for
“working at least two USAT operated events in each of the two years preceding the
election” as well as the 25 signature requirement are both waived. All candidates
that are interested in running, including those that previously applied, will be required
to submit an updated candidate application that documents their intent to run,
addresses basic background information consistent with serving on a non-profit
Board of Directors and confirms their consent with USAT’s Code of Ethics and
Conflict of Interest Policies. Those who submit their updated candidate application
will be considered candidates for the Referee Director seat and will be eligible to be
elected by all registered referees as of December 31, 2011.
 Coach Director (1) – In order to be eligible to run for the open Coach Director
position, an individual must be registered as a coach. The requirements that “each
nominee shall be a USAT Level 1 or higher registered Coach and registered club
owner” as well as the 25 signature requirement are both waived. All candidates that
are interested in running, including those that previously applied, will be required to
submit an updated candidate application that documents their intent to run,
addresses basic background information consistent with serving on a non-profit
Board of Directors and confirms their consent with USAT’s Code of Ethics and
Conflict of Interest Policies. Those who submit their updated candidate application
will be considered candidates for the Coach Director seat and will be eligible to be
elected by all registered coaches as of December 31, 2011.
 Independent Directors (2) – In order to be eligible to run for the two (2) open
Independent Director seats, interested candidates must meet the requirements in
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Section 7.7 below pertaining to Independent Directors and should bring skill
(including financial per Sarbanes Oxley), experience, influence or diversity not
otherwise found on the Board of Directors. All candidates that are interested in
applying, including those that previously applied, will be required to submit an
updated candidate application that documents their intent to run, addresses basic
background information consistent with serving on a non-profit Board of Directors
and confirms their consent with USAT’s Code of Ethics and Conflict of Interest
Policies will be eligible to be selected by the Board of Directors using the process
detailed below.
Existing Non-Athlete Board of Director Seats
The Board of Director seats that are not up for election above will continue to serve on
USAT’s Transitional Board of Directors. Those seats, with the corresponding director,
are as follows:


Independent Director – Marty Mankamyer
Affiliate Organization Director – J.P. Choi and Russell Ahn share one vote
Athlete Board of Director Seats
Given that the USOC Bylaws mandate that athletes elect athletes and, USAT’s priority
of ensuring the Board of Directors contains a minimum of 20% active athlete
participation, USAT will defer to USAT’s Athlete Advisory Council (AAC) to get their
recommendation for how to move forward with the existing Athlete Director seats. The
USAT AAC’s recommendation should be consistent with the Board terms detailed later
in Exhibit A and should address both the current USOC AAC Director seat and how that
seat is addressed for 2013 after a new USOC AAC representative is elected.
Election Process for the Open Seats
Once a candidate completes the application process, their candidate documents will be
forwarded to a third party search firm for vetting to ensure the candidate meets the
minimum background requirements including compliance with USAT’s Code of Ethics
and Conflict of Interest Policies. The vetting committee will have access to the
candidates and both USAT’s staff and Ethics Committee as resources during the vetting
process. Once all candidates are vetted, the committee shall classify each candidate as
either “qualified” or “unqualified”. All qualified candidates will be placed on the ballot for
election. The elections for each respective seat shall occur as follows:

Club Directors (2) – All Club Director candidates who were deemed qualified by
the vetting committee will be placed on a ballot for election and will be able to
post a one page campaign statement on USAT’s website (subject to the approval
of USAT’s CEO). Ballots will be sent by email to all eligible USAT club members
as of December 31, 2011 and posted on USAT’s website. Completed ballots
must be sent electronically to the USOC’s Audit Division. Voters must identify
themselves by membership number which will be cross referenced against USAT
records for eligibility. Each club would vote for two club directors however, each
club can only submit one ballot. Duplicate ballots will be determined void. The
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


two candidates with the most valid votes will be elected as the two Club
Directors. A tie will be settled by a run off between the candidates who tied.
Referee Director – All Referee Director candidates who were deemed qualified
by the vetting committee will be placed on a ballot for election and will be able to
post a one page campaign statement on USAT’s website (subject to the approval
of USAT’s CEO). Ballots will be sent by email to all eligible USAT referee
members as of December 31, 2011 and posted on USAT’s website. Completed
ballots must be sent electronically to the USOC’s Audit Division. Voters must
identify themselves by membership number which will be cross referenced
against USAT records for eligibility. One vote per eligible membership number.
Duplicate votes will be determined void. The candidate with the most valid votes
will be elected as the Referee Director. A tie by two or more individuals for the
most votes will be settled by a run off between the candidates who tied for the
most votes.
Coach Director – All candidates who were deemed qualified by the vetting
committee will be placed on a ballot for election and will be able to post a one
page campaign statement on USAT’s website (subject to the approval of USAT’s
CEO). Ballots will be sent by email to all eligible USAT coach members as of
December 31, 2011 and posted on USAT’s website. Completed ballots must be
sent electronically to the USOC’s Audit Division. Voters must identify themselves
by membership number which will be cross referenced against USAT records for
eligibility. One vote per eligible membership number. Duplicate votes will be
determined void. The candidate with the most valid votes will be elected as the
Coach Director. A tie by two or more individuals for the most votes will be settled
by a run off between the candidates who tied for the most votes.
Independent Directors (2) – All candidates who were deemed qualified by the
vetting committee will be forwarded to USAT’s Board of Directors after the above
elections occur. The Board of Directors will select the two (2) Independent
Directors using a process it determines that considers the make-up of the current
directors and any skill (including financial per Sarbanes Oxley), experience,
influence or diversity not otherwise found amongst the elected constituent
directors. This process must be completed before a Board Chair is selected by a
majority vote of the Transitional Board and before any USAT business can be
conducted by the Transitional Board.
The current USAT Board will continue to govern USAT until the Transitional Board is
seated.
Board of Director Terms
The Board terms for the Transitional Board, including the new directors and the existing
directors, shall end on December 31, 2012 or when a new Board of Directors is seated.
Board of Directors Financial Contribution Requirement
Given that USAT is in the process of developing new philanthropic fundraising
platforms, all USAT Board members will be required to make a financial contribution to
USAT. The amount of the donation will be up to the individual director and be
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confidential if the director chooses. USAT will strive for 100% participation from the
seated directors.
Transitional Board Eligibility for Subsequent Boards
Recognizing the benefit of the Transitional Board of Directors being able to lead a
reform process without the burden of worrying about how the reform could impact their
ability to continue to serve after the transitional phase, members of the Transitional
Board will not be eligible to run for the new Board that will be seated immediately after
the reform. The only exception to this policy are the newly elected Independent
Directors and the 2013 – 2016 USOC AAC representative if that position serves on the
Transitional Board and is included on the reformed Board of Directors.
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