United States Polo Association Inc

“Except as specifically set forth herein, the board of governors has delegated the full powers and duties of the board of governors to the executive committee to act in between meetings of the board of governors, including, but not limited to, the oversight of the day-to-day operational business of the association, including the management of the uspa staff and annual budget that has been approved by the board of governors; provided, however, that, unless otherwise directed from time to time by the board of governors, the executive committee shall not take any action that is not appropriated for in the annual budget of the association as approved by the board of governors or that binds, commits, or obligates the association to expend, pledge, loan, or otherwise commit association assets that exceed ten percent (10%) of any corresponding line item in the association's budget as approved by the board of governors. Notwithstanding the foregoing, none of the non-delegable duties (as defined above) have or may be delegated to the executive committee, and the executive committee shall not have the authority, without consultation and prior approval of the board of governors, to purchase, sell, create, or destroy any corporate entity of the association, whether owned in whole or in part. Except for any action on the part of the executive committee to accept a member club as a provisional member club or to take any action or make any determination specifically required of the executive committee in any board-approved disciplinary policy, each of which the executive committee has the authority to do without further review by the board of governors, all actions of the executive committee consistent herewith will be binding on the association and will be reported to the board of governors as follows: a. Complete minutes of all executive committee meetings (including meetings conducted by teleconference) shall be forwarded to the board of governors as soon as possible after preparation, including, but not limited to, all resolutions, reports exhibits, and attachment. B. The board of governors shall, within seven (7) days of the publication of the minutes and attachments, review the minutes and register any comments or objections to the executive committee and to the chief operating officer of the association. C. If five (5) or more governors register objections on a particular matter within the stated seven-day period, then the executive committee and the chief operating officer shall work together to resolve such objections in a timely manner. D. If five (5) or more of the governors that objected within the stated seven-day period continue to object after an attempt at resolution, then the proposed action and such unresolved objections shall be tabled and heard at the following meeting of the board of governors. If the proposed action is time sensitive, the chairman of the association shall call a special board meeting to resolve the objections when directed by a majority of the board of governors. E. Other than proposed actions for which the board of governors determines otherwise pursuant to (d) above, all executive committee actions will be formally ratified, by resolution, at the next meeting of the board of governors, unless such actions were pre-approved by the board of governors and the executive committee was authorized and directed to take action. There shall be an executive committee of the board, which shall be composed of nine (9) members consisting of the chairman, three (3) officers (other than the chairman), two (2) governors-at- large, two (2) circuit governors, and either one (1) additional governor-at-large or circuit governor. The term of the members of the executive committee shall be one (1) year, unless otherwise specified at the time of approval by the board of governors.”

“The united states polo association is an association comprising registered polo clubs, associations, and other entities involved in or connected to the sport of polo (collectively referred to as "member clubs"). It also includes individual members who are registered with these clubs. Member clubs are classified as active, affiliate and associate, while individual members are categorized as registered player, affiliate player, non-competing and lifetime.”

“Circuit governors - the active member clubs in each circuit, by vote of their delegates, will elect a circuit governor for a three year term who will represent the circuit in its relations with the association. Governors-at-large - shall be elected by the vote of registered players in good standing for a three year term.”

“Amendments or changes to the constitution can only be made by the affirmative vote of two-thirds (2/3) of the total number of votes cast by the delegates of the active member clubs of the association. Each member club appoints 1 delegate and the delegates are considered the members. The united states polo association ("uspa") must hold an annual member meeting each fall and must have a quorum by attendees and/or by proxy in order to conduct the meeting. No business can be conducted without a quorum of the members. The written notice of the proposed amendment is provided to the delegate of all active member clubs as least thirty (30) days prior to the meeting. All new and/or changes in officers and governors are installed in the annual member meeting. Also, only delegates (members) of the association can vote in circuit governor elections and only registered player members (playing members with us citizenship) can vote in governor-at-large elections.”

“The form 990 is reviewed by the coo, cfo and audit committee before filing and is available to all board members.”

“The united states polo association ("uspa") finalized and approved a detailed conflict of interest policy in 2015, which was amended in april 2021. This policy applies to the association's governors, officers, board committee members, and employees (each, a "key covered official and collectively, the "key covered officials"), and all recommendations made by the association's advisory committee members and other volunteers (including, but not limited to, circuit ambassadors) (each, an "advisory covered official and collectively, the "advisory covered officials", and when taken together with the key covered officials, the "covered officials"). Each covered official shall disclose to the board of governors all conflicts of interest known to such covered official. Each advisory covered official must disclose to the board of governors only such relationships and real or potential conflicts of interest that pertain to matters over which such advisory covered official is empowered by the association to make recommendations. All reported real or potential conflicts of interest are compiled and distributed to the board of governors, which is charged with policing conflicts of interest.”

“In establishing compensation for the organization's top management official, the uspa board officers implement a thorough process that involves review, approval, and strategic decision-making. The top management official's compensation is carefully compared to that of peers in similar roles across the industry to ensure competitiveness and fairness.”

“The united states polo association's governing documents are available upon request.”

“The amounts paid to robin sanchez, anthony coppola, julio arellano, and cynthia halle represent compensation for contractual services as independent contractors and are unrelated to their duties as trustees. The amount paid to haley bryan reflects payments for services rendered in her capacity as an employee.”