ok, I'm going to try to interpret this in layman's terms, so let me
know if I get anything wrong???

EXHIBIT C: Removal of Directors
According to Mr. Hazen, the current bylaws are *not* out of
compliance with compliance with Colorado state law, as the proposal
implies. So why is this proposal being made?

Further, proposed Section 14(a), exempts elected BoD officers from
being removed by a meeting of the Governing Council.

I'm assuming that if you're elected officer (President, VP,
Treasurer, etc) you get a free pass, and can't get voted off,
according to what Mr. Hazen states.

If these bylaws were applied (and a non-officer member of the BoD
was removed), it could be legally contested in the courts of
Colorado, because of the exemption for officers.

EXHIBIT D -- Removal of Officers
The proposed revisions are superfluous, because the Colorado Revised
Nonprofit Corporation Act already provides removal guidelines, which
allow the BoD to remove *any* officer at any time with or without
cause. The bylaws or BoD may establish provisions for the removal
of officers by another set of officers or voting members (in other
words, groups other than the BoD).

Essentially, exempting BoD officers from the possibility of getting
removed does not fly in Colorado.

EXHIBIT J -- Executive Committee as Board of Directors
Proposal to get rid of the BoD and turn the larger Executive
Committee into a new BoD. Mr. Hazen feels this group would be too
large to hold meaningful discussions, examinations and
deliberations, and make supervisory decisions.

The proposal would mean 2/3 of the BoD would be executive officers
(under Exhibit C would be immune from getting kicked off the BoD).

Mr. Hazen notes that Executive and Supervisory functions should be
clearly separated in both governance and function.

Exhibit J sends the wrong message to banks, credit providers,
service suppliers to USFSA, etc -- that USFSA governance is
consolidating power, rather than separating it out, going against
the trend in corporate governance.


EXHIBIT L -- Audit Committee
US Congress is likely to pass legislation mandating tighter
financial and audit controls in the near future, for USFSA and
similar organizations to maintain tax-exempt status.

Banks, Credit providers, service suppliers, etc are not going to
deal with USFSA if it cannot show they have good financial
accounting in place.

Exhibition J proposes that only members of the BoD who are coaches
and athletes (according to the requirements for the positions) would
be allowed on the Audit Committee. Mr. Hazen suggests this excludes
USFSA members (non-coaches and non-athletes) who could be better
experts on this committee.

Mr. Hazen also states that the BoD President should *not* make
appointments to the Audit Committee. It should be totally
independent of influence from the BoD President. The purpose of the
Audit committee is to review the financial decisions that the BoD
President helps to make.

Even the slightest hint that the BoD President is
appointing "friendly" candidates to the Audit Committee undermines
USFSA's credibility with banks, credit providers, etc.

If the proposal can be changed to allow for *election* of audit
committee members, the election should be by a USFSA body other than
the BoD or Executive Committee. In other words, the general
membership or General Council should elect these positions.

EXHIBIT M -- Compensation Committee
This proposal does not separate paid staff from BoD when determining
salary issues. In other words, staff members should not be on a
committee with elected officials to determine their fellow staff
members' salaries. The BoD should seek the input of the Executive
Director, but the Executive Director should not have a vote in
determining compensation, if this function belongs to elected
officials.

The current proposal would put the Executive Director, Asst
Executive Director and Controller on this committee, and this is a
conflict of interest.

A related concern is that staff will not be entirely candid with
people who determine their financial compensation.

Personal Note: The staff will be "shaping" their views on other
matters to a Committee member, if he/she feels it will help their
compensation chances. eliminating the other paid staff from the
committee may not entirely eliminate this motivation.

I'm not going to touch Proposal B and the ISU violations of the
Olympic Charter. Yeesh.