January 24th, 2019 Board of Directors Meeting Notes

Board Meeting Minutes: January 24th, 2019 Time: 3:00pm EST Location: Conference Call Board Members Present: Sally Roberts, David Grevemberg, Jameela Pedicini, Tela O’Donnell, Dr. Amanda Stanec, Absent: Jessica Salazar, Ali Bin Al Hussein Quorum present? Yes

Others Present: Jerry Gaul (WLAG Controller), Victoria Diaz (WLAG Digital Media), Amy Zirneklis (WLAG VP of Programs) Proceedings

Meeting called to order: at 3:15pm EST by Roberts Welcome and Introductions Roberts introduced the meeting this event as the first board meeting as operational board. Grevemberg greeted the Attendees and has asked for Questions in list format for his facilitation.

Board Administrative Items Approval of Board of Directors Minutes from September 16, 2018 Vote on slate: David motioned the Board to approve the minutes as read and if any amendments. No amendments were made and a first and second was given by O’Donnell and Stanec. Vote was unanimous and minutes approved.

Board of Directors Manual Grevemberg expressed that the Board Manual, Conflict of Interest Policy has been circulated and it is good practice to formally approve both documents.

Pedicini commented she hasn’t had time to read through the board manual and asked if manual has changed since September.

Roberts explained that it is brand new material in the board manual. Grevemberg remarked, let’s take time to review the manual and schedule calls for virtual approval or amendments. Pedicini noted it’s first time she’s seeing the conflict of interest. Grevemberg would like to declare interest at the meetings as well.

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Grevemberg concludes that he & Roberts will collect feedback, incorporate, and recirculate for virtual approval. Board agreed with that process.

Executive Director’s Report Roberts reviewed the Q1 2019 Board Meeting WLAG Power Point beginning with the organizational chart and remarked that two things needed to happen: 1. Standing up of Audit Committee – bids and contracts are in process from two companies. Roberts queried Pedicini if she’s comfortable with Audit Committee. Pedicini asked how many Board members currently? Roberts explained there are currently six. Pedicini remarked she can sit on the committee but cannot Chair it due to her bandwidth. She is happy to support and thinks it’s good to keep roles of Treasurer and Audit Committee member separate. Roberts will follow-up with Jessica Salazar on interest and availability. Grevemberg commented, likely no more than 2 meetings per annum on this topic and suggests to look at Risk; Audit & Risk Committees. Pedicini questioned if thought through committee formation and who should sit on which committee? Grevemberg to take the topic off-line. Roberts commented the initial conversation with Grevemberg was of 2 committees – Audit & Curriculum.

2. Coaches/Athletes and Curriculum – Roberts commented that WLAG will lean on oversight from Dr. Amanda Stanec. Roberts asked Stanec she is comfortable. Stanec responded that she is comfortable.

Grevemberg will check the by-laws to see as a matter of practice if there should be a formal vote and as matter of practice the board should vote and motioned for the vote. All voted in the affirmative with no objections or absenters.

Roberts continued with Strategy 2019.

1. Re-location to Washington DC is complete 2. Priority is Empowerment Camps, to teach, impact lives & create additional revenue generation.

3. Relationship cultivation and prospect pipeline growth will be a focus of 2019.

4. Growth in camp enrollment. 2x Regional Camps, 2x Empowerment Camps to influence state 5. Coaches Education Seminar – gap identified for female coaches, number of coaches, and safeguarding of athletes.

6. Measure impact with an emphasis on safeguarding is a focus of 2019.

7. 38 states remain in high school state sanctioning effort.

8. NCAA efforts: Attain championship NCAA status by 2022. Organic sale of sport. WLAG has to ensure five athletes per team and five competitions per team. Twenty more programs are needed in NCAA pipeline. Grevemberg posed a question on measurement – do we have or in our planning of being INFORMED CONSENT/Parental consent? Capturing personal data has GDRP implications (European law). Pedicini commented that unless the data is anything other than number. O’Donnell queried - does that mean we are adding into something into the waiver of liability? Grevemberg affirmed, yes, participation and eligibility form and it could be in the form of a check box.

Grevemberg suggested to acquiring pro bono legal support and to be a model best practice. Pedicini echoed the importance of informed consent.

Roberts continued with the Executive Director’s report with GROWTH. 2

∙ 2x Regional Empowerment Camps (4-days, increased curriculum) ∙ 6x Empowerment Camps (targeted to states on the cusp of attaining championship) ∙ 2x Coaches Education clinics (100 attendees in coach’s’ education) Pedicini remarked about thinking through timing and pacing. Grevemberg commented to vetting any volunteers that are supporting the camps. Pedicini remarked reputational risk should be of concern. Roberts explained WLAG currently requires SafeSport – background check and SafeSport trainings. Stanec commented that COO of JJK provides a letter of certification for the Regional Camp. Grevemberg expressed WLAG should model best practices on educating people on SafeSport and assurances given at any level. As well as, federal legislation in place be comprehensive of state law and mechanisms in place for these two camps and what our partners have done or are doing to ensure attendees that are safe.

Pedicini commented that the next board meeting WLAG presents on this topic, safeguarding strategy and policies. O’Donnell volunteered to be a part of Safeguarding group work.

Roberts continued with FINANCE ∙ Roberts points to Board of Directors Book ∙ Roberts reviewed 2019 Proposed Budget Overview ∙ Roberts highlighted that expenses will be categorized more cohesively in the next iteration. ∙ Women’s Wrestling Festival – Roberts posed to the Board to do a Festival again or delay until 2020?

Pedicini offered to provide framing remarks: ∙ Pages 8-11: pages 9-10 roll up into summary on 8 ∙ Offered compliment to Roberts in forming the budget and will issue regular financial reports moving forward; quarterly updates to budgeted amount vs. actual; over/under; percentage of budget and complimented team for thinking it through.

Question on Contingency Grevemberg posed a question on the budget about having a contingency amount for unknowns; having variance if we decide to change and how we go about make reallocations?

Take a position as a board on contingency? Do we want to talk about how manage change & ability to reallocate?

Pedicini also queried what the contingency would look like? Needs to be a check-in – perhaps at end of 2nd quarter? She currently doesn’t have a sense of cash flows and keeping the organization solvent.

Grevemberg offered a blanket contingency of 5% across the year – to deal with the unknowns; could do a one-time base or on overall year. As we develop reporting, we’ll start to identify costs.

Pedicini commented that 2019 will be a year of figuring what the real numbers are.

Roberts is thinking having the contingency as a percentage.

Grevemberg suggests a 5% contingency of expenses.

Gaul queried, do we need to delay certain expenses on until we have 5% in the bank?

Grevemberg suggested Pedicini, Gaul & Roberts come back to with preliminary concepts of contingencies. Manage down items that look like they may go over budget. Action Item – come back to board in 2 weeks.

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Grevemberg commented to approving the budget with contingency subject to approval (one option could be to hold off on contingency for 2019) Pedicini: Agrees, and plan of reallocation process Roberts continued with PROPOSED REVENUE GENERATION. ∙ Roberts can provide grant names if needed. ∙ Acknowledged that WLAG is applying for 24 grants ∙ Gaul proposed Revenue Generation is off by $50K; proposed contingency is $50K ∙ Grevemberg commented Individual contributions & business sponsorships are the most variable (greater volatility) ∙ It’s ambitious, let’s go for it.

2019 Budget Vote Formal vote to approve the revenue and expenditure budget: ∙ Favors – all ∙ Against – none ∙ Abstentions – none ∙ Budget is approved.

Grevemberg noted a thank you for the Executive Director’s reporting and commended Sally on work planned out.

Gaul continued with FINANCIAL POSITION ∙ Reviewed 2018 versus 2017 Statement of Activity ∙ Increased income 50%+ and expenses increased due to Gala ∙ 2017 Financials were not completely accurate and books are being reworked. ∙ Work will be tracked by a project base moving forward. ∙ Reviewed Statement of Activity of 2018 by Quarter Roberts explained the CPA of Shaffer Group wasn’t accurately accounting the finances, WLAG has involved legal team to see what reconciliation and remedy looks like. Grevemberg asks if these numbers have been used to create current budget?

Gaul commented that the budget looks aggressive, but there has been significant increase year over year.

Pedicini remarked the aim is high and have a process in place; we will learn a lot this year and be more informed in 2020.

Gaul affirmed a transition year and he will provide monthly budget reports for Board moving forward. Quarterly or Semi-Annual adjustments if things aren’t trending.

Pedicini asked what are the reports that we want to include moving forward?

Gaul continued with the STATEMENT OF FINANCIAL POSITION ∙ Gaul sharing weekly reports with Sally 4

∙ Gaul informed of the Cash based accounting, not accrual ∙ Gaul we are tracking restricted funds off-line of QuickBooks as it doesn’t lend itself. ∙ Gaul queried on contingency: Assumes restricted funds should not be included in contingency – 3 areas of cash balances ∙ Pedicini recommend managing contingency on working cash, not including restricted funds. ∙ Grevemberg questioned any likely impact on numbers as we move from Colorado to DC, formally?

Are you re-incorporating in DC? Where is our non-profit base? Any state specific requirements? ∙ Gaul, can’t think of specific requirements – keeping the entity incorporated in CO isn’t really an issue. Roberts’ payroll withholdings need to be DC based. Office costs have been comparable to Colorado Springs; expenses have offset one another. ∙ Pedicini thinks cost changes would be around gala; expenses in DC versus Colorado. ∙ Grevemberg suggests Roberts connects with Tim on tax issues.

Grevemberg poses one final question, not directly related to books, but insurance coverage.

Roberts responds - General liability, Participant accident insurance (three policies) is similar rate Grevemberg adds (place marker comment): Take Insurance topic offline so he can understand the policy further. Sponsorship – healthy, active females; comprehensive package for all the activities; Vitality (South Africa) Gaul: Concludes his review and asks for questions Grevemberg: On behalf of the board, appreciation to Jerry for all his work and getting the former books on track.

Roberts continues with STRENGTHENING RELATIONSHIPS ∙ In conversation with the: UFC ($150,000), Hard Rock Heals Foundation ($25,000), LiUna (secured support for National Camps) ∙ Hard Rock Heals would like to support over 2-years ∙ UFC would be an annual support

Zirneklis continues with Camps ∙ O’Donnell comments: Bringing middle schoolers into the sport – wrestling unit in middle school.

Middle school age can join wrestling without being intimidated. ∙ Roberts explains Curriculum needs to go hand-in-hand with introduction to sports. ∙ Grevemberg adds point of getting inclusion very early makes it smoother in the long run ∙ Roberts notes that April 2019 will be notified by Committee of Women’s Athletics if proposal is accepted then determination ESS is granted – then passed to D I, II, III Committee (only needs to be accepted by one division)

Pedicini has to leave the meeting but will follow-up and thanks the Board for all of their hard work.

Roberts continues with 2019 US CAMPAIGN 5

∙ United We Rise – promotes inclusivity; targeted to release on International Women’s Day ∙ #WrestleTheGap – NCAA ESS; Sally asks the board to share on their channels Diaz continues with SOCIAL MEDIA INSIGHTS ∙ 4x Different Active Accounts (Twitter, IG, Snapchat, FB) United We Rise ∙ FB: Will carry older demographic that ∙ IG: Heavy weight Hosts older and younger demographics (donors and athletes) ∙ Twitter: Medium weight Hispanic speakers: are our second largest demographic, which would support the Digitas Women: As expected, women are predominant supporters.

Scheduling: We are taking into account when we are posting based on analytics.

Followers have increased 10% in the last weeks and is shooting for 100% increase.

Goal of 1,000,000 views of Campaigns.

Grevemberg asks can we use Ambassadors as part of a Campaign? (example: Helen Maroulis) Diaz affirms and explains the Influencer tracker worksheets.

Grevemberg comments to give the Ambassadors the direction of what to do in the digital space.

Grevemberg thanks Diaz and moves to discuss Board meeting dates Roberts gives options April 8-12, July 20-25, Oct 23-27 Grevemberg: Unanimity of date options is achieved.

Adjournment Roberts motion to adjourn. A second is given and the meeting is concluded.

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