S. 1404 (is) To amend the Ted Stevens Olympic and Amateur Sports Act. x x [Introduced in Senate] ...

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108th CONGRESS
  1st Session
                                S. 1404

_______________________________________________________________________

                                 AN ACT


 
        To amend the Ted Stevens Olympic and Amateur Sports Act.

    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

SECTION 1. SHORT TITLE.

    This Act may be cited as the ``United States Olympic Committee 
Reform Act''.

SEC. 2. FINDINGS.

    The Congress finds the following:
            (1) There is a widespread loss of confidence in the United 
        States Olympic Committee.
            (2) Restoring confidence in the United States Olympic 
        Committee is critical to achieving the original intent of the 
        Ted Stevens Amateur and Olympic Sports Act.
            (3) Confusion exists concerning the primary purposes and 
        priorities of the United States Olympic Committee.
            (4) The current governance structure of the United States 
        Olympic Committee is dysfunctional.
            (5) The ongoing national corporate governance debate and 
        recent reforms have important implications for the United 
        States Olympic Committee.
            (6) There exists no clear line of authority between the 
        United States Olympic Committee volunteers and the United 
        States Olympic Committee paid staff.
            (7) There is a widespread perception that the United States 
        Olympic Committee lacks financial transparency.

SEC. 3. AMENDMENT OF TED STEVENS OLYMPIC AND AMATEUR SPORTS ACT.

    Except as otherwise expressly provided, whenever in this Act an 
amendment or repeal is expressed in terms of an amendment to, or repeal 
of, a section or other provision, the reference shall be considered to 
be made to a section or other provision of the Ted Stevens Olympic and 
Amateur Sports Act (36 U.S.C. 220501 et seq.).

SEC. 4. GOVERNANCE OF THE UNITED STATES OLYMPIC COMMITTEE.

    (a) In General.--The Act (36 U.S.C. 220501) is amended by adding at 
the end the following:

                      ``SUBCHAPTER III. GOVERNANCE

``Sec. 220541. Board of directors
    ``(a) In General.--The board of directors is the governing body of 
the corporation and shall establish the policies and priorities of the 
corporation. The board of directors shall have the full authority to 
manage the affairs of the corporation.
    ``(b) Structure of the Board.--
            ``(1) In general.--The board of directors shall consist of 
        9 elected members and the ex officio members described in 
        paragraph (3).
            ``(2) Elected members.--The elected directors, elected as 
        provided in subsection (g), are--
                    ``(A) 5 independent directors, as defined in the 
                constitution and bylaws of the corporation;
                    ``(B) 2 directors elected from among those 
                nominated by the Athletes' Advisory Council, who at the 
                time of nomination meet the specifications of section 
                220504(b)(2)(B) of this title; and
                    ``(C) 2 directors elected from among those 
                nominated by the National Governing Bodies' Council.
            ``(3) Ex officio members.--The ex officio members are--
                    ``(A) the speaker of the assembly; and
                    ``(B) the International Olympic Committee member or 
                members from the United States who are required to be 
                ex officio members of the executive organ of the 
                corporation under the terms of the Olympic Charter.
    ``(c) Terms of Office.--
            ``(1) Elected directors.--The term of office of an elected 
        director shall be 4 years. An individual elected to replace a 
        director who does not serve a full 4-year term shall be elected 
        initially to serve only the balance of the expired term of the 
        member that director replaces. No director shall be eligible 
        for reelection, except a director whose total period of 
        service, if elected, would not exceed 6 years. The chair of the 
        board shall be eligible to serve an additional 2 years as 
        required to complete his or her term as chair.
            ``(2) Staggered terms.--Notwithstanding paragraph (1), of 
        the directors first elected to the board after the date of 
        enactment of the United States Olympic Committee Reform Act--
                    ``(A) 2 of the directors elected under paragraph 
                (2)(A) shall be elected for terms of 2 years;
                    ``(B) 3 of the directors elected under paragraph 
                (2)(A) shall be elected for terms of 4 years;
                    ``(C) 1 of the directors elected under paragraph 
                (2)(B) shall be elected for a term of 2 years;
                    ``(D) 1 of the directors elected under paragraph 
                (2)(B) shall be elected for a term of 4 years;
                    ``(E) 1 of the directors elected under paragraph 
                (2)(C) shall be elected for a term of a term of 2 
                years; and
                    ``(F) 1 of the directors elected under paragraph 
                (2)(C) shall be elected for a term of a term of 4 
                years.
            ``(3) Ex officio members.--The speaker of the assembly 
        shall serve as a non-voting ex officio member of the board 
        while holding the position of speaker of the assembly. An 
        International Olympic Committee member shall serve as an ex 
        officio member of the board for so long as the member is a 
        member of that Committee.
    ``(d) Voting.--
            ``(1) Elected members.--Each elected director shall have 1 
        vote on all matters on which the board votes, consistent with 
        the constitution and bylaws of the corporation.
            ``(2) Ex officio members.--Each voting ex officio member 
        shall have 1 vote on matters on which the ex officio members 
        vote, consistent with the constitution and bylaws of the 
        corporation, and the votes of the ex officio members shall be 
        weighted such that, in the aggregate, the votes of all voting 
        ex officio members are equal to the vote of one elected 
        director.
            ``(3) Tie votes.--In the event of a tie vote of the board, 
        the vote of the chair of the board shall serve to break the 
        tie.
            ``(4) Quorum.--The board may not take action in the absence 
        of a quorum, which shall be 7 members, of whom at least 3 shall 
        be members described in subsection (b)(2)(A).
    ``(e) Chair of the Board.--The board shall elect 1 of the members 
described in subsection (b)(2) to serve as chair of the board first 
elected after the date of enactment of the United States Olympic 
Committee Reform Act. The chair of the board shall preside at all 
meetings of the board and have such other duties as may be provided in 
the constitution and bylaws of the corporation. No individual may hold 
the position of chair of the board for more than 4 years.
    ``(f) Committees.--
            ``(1) In general.--The board of directors shall establish 
        the following 4 standing committees:
                    ``(A) The Audit Committee.
                    ``(B) The Compensation Committee.
                    ``(C) The Ethics Committee.
                    ``(D) The Nominating and Governance Committee.
            ``(2) Committee membership.--The Compensation Committee 
        shall consist of 3 board members selected by the board. The 
        Audit Committee, Ethics Committee, and Nominating and 
        Governance Committee shall each consist of--
                    ``(A) 3 board members described in subsection 
                (b)(2)(A), selected by the board;
                    ``(B) 1 board member described in subsection 
                (b)(2)(B), selected by the board; and
                    ``(C) 1 board member described in subsection 
                (b)(2)(C), selected by the board.
            ``(3) Additional committees.--The board may establish such 
        additional committees, subcommittees, and task forces as may be 
        necessary or appropriate and for which sufficient funds exist.
    ``(g) Nomination and Election.--
            ``(1) In general.--The nominating and governance committee 
        shall recommend candidates to the board of directors to fill 
        vacancies on the board as provided in the constitution and 
        bylaws of the corporation. For each vacancy that is to be 
        filled by a nominee of the Athletes' Advisory Council or the 
        National Governing Bodies' Council, the Athletes' Advisory 
        Council or the National Governing Bodies' Council shall 
        recommend 3 individuals to the nominating and governance 
        committee, which shall nominate 1 of the recommended 
        individuals to the board of directors.
            ``(2) Recusal of members eligible for re-election.--Any 
        member of the nominating and governance committee who is 
        eligible for re-election by virtue of serving for an initial 
        term of less than 2 years shall be recused from participation 
        in the nominating and recommendation process.
            ``(3) Board to elect members.--Except as provided in 
        section 4(c)(2) of the United States Olympic Committee Reform 
        Act, the board of directors shall elect directors from the 
        candidates proposed by the nominating and governance committee.
``Sec. 220542. Assembly
    ``(a) In General.--
            ``(1) Forum function.--The assembly shall be a forum for 
        all stakeholders of the corporation. The assembly shall have an 
        advisory function only, except as otherwise expressly provided 
        in this chapter.
            ``(2) Voting on matters relating to the olympic games.--The 
        assembly shall have the right to vote on, and shall have 
        ultimate authority to decide, matters relating to the Olympic 
        Games. The board of directors shall determine whether a matter 
        is a question relating to the Olympic Games on which the 
        assembly is entitled to vote. The determination of the board 
        shall be final and binding.
            ``(3) Meetings.--The assembly shall convene annually in a 
        meeting open to the public. The board of directors may convene 
        special meetings of the assembly.
            ``(4) Annual budget.--The board of directors shall 
        establish an annual budget for the assembly, as provided in the 
        constitution and bylaws of the corporation. In establishing the 
        budget, the board of directors shall take into account the 
        interest of the corporation in minimizing the costs associated 
        with the assembly.
    ``(b) Structure of the Assembly.--
            ``(1) In general.--The assembly shall consist of--
                    ``(A) representatives of the constituencies of the 
                corporation specified in section 220504 of this title 
                (other than former United States Olympic Committee 
                members);
                    ``(B) the International Olympic Committee's members 
                for the United States; and
                    ``(C) not more than 3 individuals who have 
                represented the United States in an Olympic Games not 
                within the preceding 10 years, selected through a 
                process to be determined by the board of directors in 
                accordance with the constitution and bylaws of the 
                corporation.
            ``(2) Amateur athlete representation.--Amateur athletes 
        shall constitute not less than 20 percent of the membership in 
        the assembly.
    ``(c) Voting.--
            ``(1) Representatives of the national governing bodies.--
        Representatives of the national governing bodies shall 
        constitute not less than 51 percent of the voting power held in 
        the assembly.
            ``(2) Amateur athletes.--Amateur athletes shall constitute 
        not less than 20 percent of the voting power held in the 
        assembly.
    ``(d) Speaker of the Assembly.--The speaker of the assembly shall 
be a member of the assembly (who, as a member, is entitled to vote) who 
is elected by the members of the assembly for a 4-year term. An 
individual may not serve as speaker for more than 4 years. The speaker 
shall preside at all meetings of the assembly and serve as a non-voting 
ex officio member of the board of directors as provided in section 
220541. The speaker shall have no other duties or powers (other than 
the right to vote), except as may be expressly assigned by the board of 
directors.
``Sec. 220543. Chief executive officer
    ``(a) In General.--The corporation shall have a chief executive 
officer who shall not be a member of the board of directors. The chief 
executive officer shall be selected by, and shall report to, the board 
of directors, as provided in the constitution and bylaws of the 
corporation. The chief executive officer shall be responsible, with 
board approval, for filling other key senior management positions as 
provided in the constitution and bylaws of the corporation.
    ``(b) Duties.--The chief executive officer shall, either directly 
or by delegation--
            ``(1) manage all staff functions and the day-to-day affairs 
        and business operations of the corporation, including but not 
        limited to relations with international organizations; and
            ``(2) implement the mission and policies of the 
        corporation, as determined by the Board.
``Sec. 220544. Whistleblower procedures and protections
    ``The corporation, through the board of directors, shall establish 
procedures for--
            ``(1) the receipt, retention, and treatment of complaints 
        received by the corporation regarding accounting, auditing or 
        ethical matters; and
            ``(2) the protection against retaliation by any officer, 
        employee, director or member of the corporation against any 
        person who submits such complaints.
``Sec. 220545. Ethics and compliance
    ``(a) In General.--The ethics committee shall be responsible for 
oversight of--
            ``(1) all matters relating to ethics policy and practices 
        of the corporation's employees, board members, and volunteers;
            ``(2) officers or directors of a member organization 
        insofar as their activities relate to corporation business; and
            ``(3) paid and volunteer leadership staff of a bid city 
        organization for activities that relate directly to the bid 
        city process.
    ``(b) Internal Ethics Officer.--
            ``(1) In general.--The board of directors shall employ and 
        fix the compensation of a chief ethics officer to implement the 
        ethics policy for the corporation.
            ``(2) Duties.--The ethics committee shall establish 
        policies and procedures to delineate the duties of the chief 
        ethics officer.
            ``(3) Line of authority.--
                    ``(A) In general.--The chief ethics officer shall 

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