Board of Directors Minutes

November 1, 2004

Present: Sue Hackett; Monica Chrisanthon; Dick Burke; Marty O'Donnell; Russ Ferri; Brian Talerico; Wim Roset; Bob McDade; Joe Marsden; Jim Kuntz; Joe Dizio; Bill Carmalt; Jeff Sommer; Laura Baranko; Charlotte Moran; Tom Dougherty; Frank Olszewski; Ned Levi; Donna Outt; Bill Blaise; Cindy Field; Kim DiFiore; Rick Tompkins

A motion was made to approve the minutes of October meeting. Sue Hackett noted that minutes should read that referee certification for hours of training run from January 1 to December 31 for the following year. Cindy agreed with the interpretation. Monica asked about assignor's course. Reverse Frank Olszewski and Tom Dougherty's reports. Russ Ferri was present. Motion to approve minutes as amended made by Sue Hackett; seconded by Wim. Approved.

Reports

Executive Vice-President: Frank reported that the update on the Five Year Plan was a work in progress and apologized for its tardiness.

Vice President Travel: Tom went to the Delco SL meeting.

Vice President Recreation: Bill reported that the Recreation Festivals would be held May 7. Sites have been finalized. He also noted that the national office will be designing a DVD for the recreational novice. They are working on the distribution. Production begins next week. They are thinking it will cost about $3 a copy. He is trying to get it reduced; the committee will meet again at the workshop in Utah. The national association is paying a lot more attention to recreation program.

Treasurer: Ned is working on the year end report. Auditors will be coming in January. We had a loss of registration ($182,000) and loss on Man U tickets ($175,000). In December he will have a better understanding of the numbers. Income statement and balance sheet will be posted on the web site.

Registrar: Donna reported that all leagues have responded and no fines are necessary. She thanked the district commissioners who contacted their members.

SYRA: Cindy reported on a Women's only seminar that will be held in February. They have sent out 450 letters. It will probably be held at either Eastern University or Conestoga HS. Sue asked about the certification hours. Cindy noted that hours run from January 1 to December 31 and she got this info from Frank. Rick asked Cindy to write to Frank and get this in writing.

President's Report: Approved Minutes of Regional Meeting of July 24, 2004; Unapproved minutes of Regional Fall Meeting, October 16, 2004 and minutes of President's Meeting, October 15, 2004, were distributed. The Presidents and Directors of Coaching met with Sam Snow to discuss what is being done at the national level regarding coaching. They discussed the youth modules, where they have been held, etc. Tom Dougherty reported on his attendance at the meeting last month.

Boys' ODP meeting: Rick reported on the camp format. For the older age groups, he has recommended a team format and for the younger ages, a scramble format. He asked the regional staff to designate the scramble teams by position and they agreed to do this. Following the camp, the staffs from large states and small states would meet to discuss effectiveness and give feedback.

Grievance: A grievance has been filed against Solanco Youth Soccer and hearing will be scheduled. On the Lebanon Valley grievance, we are waiting on written decision from Tom Gowen, who chaired the meeting. We are waiting on an appeal from a coach in Lehigh Valley.

Maryland filed a grievance against us regarding the Gettysburg Tournaments in May and August. Maryland wanted us to shut down the tournament which we did not do. Rick, Charlotte, Jerry May (Executive Director of MD) and Mary Ann Kapcala (President of MD), and regional director, Bob Palmeiro, met in Delaware to discuss. Rick will set up a conference call with Gettysburg to try to work this situation out.

Symposium: There will be a symposium built around the women's national team game, November 6. April Heinrich and Jeff Pill will be the featured clinicians. The classroom and field sessions will be held November 5 and 6 at the Sportsplex in Feasterville. Registration is open to all and coaches holding an "A" license will receive 2 CEUs if they attend both days.

Outdoor Cups:

The following rule was approved at the regional meeting: (for regional cup competition)

Substitutions may be made, with the consent of the referee, at any stoppage of play.

For the Under 14 and younger age groups, unlimited substitutions shall be allowed; and for all other age groups, a maximum of 7 substitutions for each team shall be allowed in each game during each half and during overtime play. After leaving the game during a half of play, the substituted player may not re-enter the game during the same half of play. After leaving the game during overtime play, the substituted platy may not re-enter the game.

Overtime Play: During the period of overtime played at the end of normal playing time, the team which scores the first goal is the winner. If a game has overtime play and is still tied after the end of overtime play, FIFA "Kicks from the Penalty Mark" rules will apply in order to determine the winner.

Discussion was held on the expanded rosters. It is still not determined what will happen. The national office is working on rules and the impact on the rules as they stand today. The 5 transfers are in place.

District Reports:

1. UJSL select is November 6 and 7; Philadelphia Old Timers Cup-applications on line
2. No report
3. No report
4. Recreation Tournament at Hulmeville, U8 to 16, call Bob Bailey for info
Interested in hosting a recreation festival
5. No report
6. Allentown YSC, an inner city program had the first annual Allentown Soccer Festival on the Saturday of Columbus Day Weekend. Approximately 150 players participated. Parents and siblings joined to make a truly festive atmosphere.
Spring and winter leagues getting started
7. Season going well; wraps next week
8. Hempfield Tournament has 368 teams using 57 fields
9. No report
10. No report
11. No report
12. No report
13. No report
14. No report
15. Ralph Hoffman is retiring. Walt Wahl will be games commissioner and registrar
will have a high school program probably with U19s; playing 7 v 7 on a U10 field but feels field to small. Some suggestions from group were to play 5 v 5. girls play school ball in fall.
16. No report.
17. No report

Old Business:

Coaches of the Year were selected. Charlotte to notify winners and send names to region.

Question was asked which leagues would field select teams. Response as follows:

Lehigh Valley U11 and 12 boys and girls
York U10, 11 and 12 boys and girls
United Jr. U11. 12 and 13 boys
Reading Berks U11, 12, 13, 14 boys and girls
Northeast Travel U11, 12, 13, 14, 15 boys and girls.

Discussion was held on whether top coaches and players are coming out for these teams. Wim suggested playing one day for girls; next for boys or vice versa. Discussion was held on having event indoors at a facility.

Wim made a motion to pursue festival for U11, 12, and 13 boys and girls at an indoor site; seconded by Laura Baranko. Failed unanimously.

Jim Kuntz suggested an outdoor tournament.

Wim made a motion to hold festival at an outdoor location for U11, 12, and 13 boys and girls; seconded by Laura Baranko. Passed unanimously.

Laura offered Hazelton site. One day for each sex or just one day depending on numbers. Charlotte and Laura will discuss dates.

Keystone Games will be in York, PA this summer.

New Business:

Holiday Inn is no longer sponsoring the tournament data base. Demosphere will do for $75 per month for a one year contract. At this time, there are no other alternatives. Motion made by Wim to accept contract as presented; seconded by Sue. Passed unanimously.

Proposed Conflict of Interest Policy

Rick noted that the purpose of sending the proposed policy early was for everyone to discuss and vote at next meeting. This is a standard policy and the recommendation to have one came from our auditors. It could have the potential to impact people in the room and our employees.

Bob McDade noted that the proposed policy was different than the USYS policy but not unlike it. He stated that it is standard for most corporations. The policy is a method to disclose, discuss and decide.
15PACSA5711 etseq. notes that directors and officers have a mandatory fiduciary responsibility/duty of loyalty. Further notes that no board member should get a personal or financial benefit from the corporation. There are two basic elements to a policy; 1. gaining personal or financial benefit from the corporation and, 2. not working with the best interest of the corporation in mind. The law dictates the policy. Also, important to remember that personal gain does not necessarily preclude acceptance.

Dick Burke noted that Tom said that the proposed policy could affect six individuals and asked who they were. Rick responded that it could be everyone in the room, anyone who would have a conflict with the organization. For example, sitting on a CYO board could be a conflict. Board member would have to disclose to board who would decide if there is a conflict.

Monica noted that Tom mentioned at meeting that proposed policy mirrored USYS policy. Rick responded that it did not mirror USYS but was like USYS which was used as the framework. Bob further explained the family part because many spouses are involved in different organizations.

Monica noted that one of her members saw that the policy came from Bob who did, in fact, put the proposal together. Bob reiterated that the proposed policy does not mirror USYS but is consistent with it.

Wim asked if we could default to the next level-in the event of a conflict with national rule, would national rule take priority. Bob felt we could not defer to USYS policy as every corporation should have stand alone policy. Rick further noted that we could mirror USYS policy if we so choose.

Rick explained the genesis of the policy. He has also spoken with other lawyers. He noted that you cannot sit on the board of Ford and Chevy. He asked everyone to send any comments, suggestions, etc., to the office to be disseminated to board.

He also gave an example-Bill Carmalt wants to do business with EPYSA. He would have to recuse himself when the vote was taken by the board on whether to hire him or not.

Laura noted that her attorney reviewed it and had no problem with the proposed policy.

Rick feels that there is a conflict between sitting on the board of EPYSA and a USCS organization. Membership can do both (players, teams, coaches can play in both organizations). Monica gave a scenario regarding who members want to represent them and how her league feels.

Dick Burke asked a question, if the policy would get approved, and there is a conflict of interest, who removes that person. Rick answered by saying it depends on the court; it could be the board or the person affected in the division. According to Bob, it would be the board of directors. Joe Marsden stated that it would be too big of a jump to assume anybody was going to be thrown out at this time.

Ned stated that this is a normal procedure to follow, and that many of the boards that he serves on all have conflict of interest policies, and that it is for the board of directors to decide, if it truly is a conflict or not.
Bob McDade explained that the distinction, you are a board of director, you have a duty of loyalty to your board being profit or non-profit, and if you breach that loyalty, that is where you have a conflict of interest, that was the reason for creating the policy.

Bob also answered a question by Sue about certain wording in the policy, and he told her that the issue with the conflict of interest policy is, are your loyalties divided going back to the corporation, and, are you focused on that corporation. Monica asked if the district commissioners also have that duty of loyalty, and she was told yes, because they are also board members.

She asked what that duty was, and Rick told her undivided loyalty to the corporation. Dick asked if that loyalty meant that any of our board members could not enter teams into US Clubs. Rick stated that he felt that your club could play your teams in any league, but if you served on that body, than that would be a conflict. Rick also stated that this policy was a work in progress, and that we would meet again on this.

Cup Committee: Dave Ash forwarded some recommendations regarding protests for cup games which were handed out. Rick asked that board bring back to leagues for discussion and vote at December meeting.

Risk Management: Ned sat in on Rick's regional meeting and noted that an important issue was goals not properly anchored. As a referee he always checks goals. He told of a boy in New Mexico who had a goal fall on him and is not a quadriplegic. Get the message out to your leagues, clubs, team, etc. ANCHOR GOALS! Referees should not allow play if the goals are not securely anchored. Remember this holds true for practice also. Also kids should not be moving goals-only adults.

Motion to adjourn made by Wim. Meeting adjourned.

Respectfully submitted
Charlotte Moran
Kim DiFiore