August 25, 2016
Dear Fellow Member,
We write to you on urgent business. Each of us naturally just assumes your passion for polo is similar to ours. Please, you must take the time to read this letter in full. Important changes to the USPA are coming, and you deserve to be brought up to date.
First, we have sued the USPA. Members do not usually sue the USPA. The Association doesn’t like it and is prone to retaliate. It has, in fact, erected unlawful barriers to suit by its members. Moreover, members themselves are here to enjoy polo and ordinarily do not favor litigation as a pastime. Lawsuits are unpleasant, expensive, and tend to metastasize. So, as fellow members, you deserve to know why we are suing. What’s the real story here?
But there is far more afoot. In response to our lawsuit, the USPA “Board” (the reason for the quotes will become clear as you read) has panicked and is trying to rush through a complete and wholesale amendment and restating of our Constitution and Bylaws. Without any notice to you. Without lengthy discussion and consideration by your representatives on the Board of Governors – the full Board was given five or six days’ notice of a telephonic meeting to be held on Wednesday August 17 to “review, discuss and approve” hundreds of changes. Changes that they have never seen before, had no idea were coming! One hour or so. In the middle of August. We’ll return to this condescending outrage shortly. We are, in fact, locked in a struggle for the very soul of the USPA. We are, indeed, fighting for issues that concern us all. We will win the lawsuit; as you will see, we have already won significant victories. But the underlying issues require the support of the membership, you, to fix.
We will do our best to make this letter as concise but informative as possible, perhaps even a little entertaining along the way to keep your attention. But as you laugh, if you laugh, remember that these are serious issues for polo. We are engaged in the Herculean task of cleaning the Augean stables and we need your help.
Last September, after the conclusion of the 2015 Governor-at-Large Election, in which we four all participated as duly nominated candidates, the USPA Board met secretly and without notice, charges, or any hearing, directly contrary to the Constitution and Bylaws of the USPA, our Illinois enabling statute, and Federal laws of all kinds, voted overwhelmingly to ban us from the USPA (and effectively competitive polo) for 2016 and as long as they wished thereafter – a lifetime ban unless the Board voted to remove it! Mind you, not for any malfeasance on the polo field or with respect to horses or games or tournaments. Rather, strictly for political reasons – we’ll get to all this below. Suffice it to say here that in its 125-year history, the USPA has never before done anything like this.
We spent our own money to hire a prestigious boutique law firm in Chicago (the USPA is incorporated pursuant to Illinois statute) specializing in non-profit corporations to review the legality of our ban and a number of issues raised by the USPA governing documents, especially as interpreted by the then-existing Weaver administration, which problems lay at the heart of our political disagreements with the Board. On November 5, 2015, that firm sent a strongly worded letter on our behalf to the USPA Board demanding our reinstatement and outlining all the flaws and illegalities present in USPA governance. You may see this Demand Letter at the website: www.USPoloAlert.com. It is an eyeful.
The Demand Letter was a fair and reasonable attempt to put the full Board on notice of ultra vires acts and other violations of Illinois and Federal law. The letter adequately apprised the Board of potential causes of action and their facial merit. Who bore responsibility, the factual basis, the harm to the Association, the request for relief – all there. The Board never responded, never notified us that it would conduct a reasonable investigation, nor did it reach out to seek any additional information or clarity with respect to the claims and assertions.
For months, we tried to get the Board to back off its lunacy. Many of you know the USPA, its institutional arrogance hardly knows any bounds. And a decent pony often shows more collective sense. The Executive Committee of the Board eventually hired a Chicago firm as well to evaluate the Demand Letter, but no one would discuss the matters with us. Indeed, the full Board itself was being kept completely in the dark as to what, if anything, was being done. In April, we showed the Board the draft of a 150-page Federal complaint alleging 24 counts of unlawfulness. Included were all the serious governance flaws, the challenge to our Federal 501(c)(6) tax-exempt status, Federal antitrust violations, and conspiracy statute violations (some criminal). Quite a handful. But a complete roadmap for redemption – its purpose. Some governors voiced alarm, but most could not be bothered.
In early June, we were contacted by the USPA and told that on May 31, 2016, the Board had voted (we later learned that the vote was 22-5) to cancel the ban and restore our membership. A long-overdue conciliatory confession of error? No, a cynical trade: the vote was conditional upon us agreeing to walk away from all the other issues and assume a sort of second-class silent citizenship. The old I-stole-your-purse-but-I’ll-give-it-back-if-you-let-me-keep-all-your-money-inside gambit. We said, no thanks – well, actually, “thanks” was not part of what we replied. The law firm, purporting to act for the Board, asked us in mock exasperation for a complete settlement proposal. “What do you guys really want?” We quickly pulled yet another document together and submitted it at the end of June. We were told that it would be given to everyone on the Board; the evidence seems to be, however, that most Board members never saw it. We include the entire document, “Framework for Comprehensive Settlement,” on our website www.USPoloAlert.com for you to see. This is an important document for all members to read to begin to understand where the USPA must go to resolve its pressing problem. We heard nothing, the USPA went dark.
Forced to the wall and the summer polo season upon us, we sued in July in Illinois Chancery Court. Not wanting to injure the USPA unduly, we dropped the antitrust, Federal conspiracy, and USOC-related counts to focus on membership and governance. You may find and read this Complaint on our site www.USPoloAlert.com. (We will post important court documents on this matter here, and you can keep up by periodically logging on.) Within a few days of filing, in our first hearing before the court, the judge ordered the immediate restoration of our membership rights. Scarcely a week later, the same judge ordered the 2016 Circuit Governor elections in our four circuits stopped and restarted with new rules to ensure fairness for our participation. Suddenly, the arrogance of the USPA was looking a little threadbare. For the first time in USPA history, a court had ordered membership renewal and was overseeing a USPA election.
The governance issues will proceed, in significant part, on a so-called “derivative basis.” That is, we are suing certain members of the Board and the USPA itself on behalf of the USPA membership to force necessary reforms mandated by the Illinois statute enabling and governing the USPA. We have demonstrated how a small control group on the Board manipulate these deficiencies for their personal benefit (power or whatever). Ideally, the many reforms would be made through a fair process in which many voices are heard, including ours – after all, we have studied the matter carefully, lived the problems, and initiated the reform. Obviously, independent lawyers expert in non-profit areas should be involved. And as a final legal matter, the entire Board at some point, earlier as opposed to later, needs to weigh in to provide its considered judgment, wisdom, and to satisfy its statutory fiduciary responsibilities. On August 11, however, not too long ago, the Executive Committee and the law firm hired to vet our reform demands panicked at our legal steamroller and attempted to end run the judicial process now underway. The USPA was instructed, contrary to the Illinois statute and to the USPA governing documents, to send to the delegates for vote at the Annual Meeting on September 10, barely a month away, a completely rewritten Constitution! Hundred of changes. On the same day (August 11), the Board was notified of a special meeting a few days later, to “review and discuss” after the fact those proposed amendments. The full Board had never seen these changes, never discussed them, had no idea, in fact, they were coming. How could this Board – or any similarly situated group of people – intelligently consider and pass on widespread changes to a document of such importance to the organization? This last could not possibly happen in a single telephone call one August evening after receiving the proposed changes a few days before for the first time. Rubber stamp the Association’s Constitution!? The supreme governing document? The proposed changes in essence represent nothing more than a law firm attempting to cure obvious illegalities but also maintaining, at the urging of the small control group, a system with no true checks and balances and which perpetuates a facade of representative democracy while making it practically impossible for the full Board to exercise its fiduciary responsibilities.
John Rosene. John joined the USPA in 1989. He devoted personal money and inordinate time to rebuilding a local club on the verge of collapse. That club, later renamed the Barrington Hills Polo Club, has grown to become the largest polo club in the
entire seven-state Central Circuit. The club has an active polo school, and John has taught hundreds of men and women, boys and girls, how to play the game of polo and enjoy low-goal, ‘club polo.’ Not many people can claim to have contributed as much to polo in their respective circuits as can John. Justifiably, he is widely regarded as ‘Mr. Chicago Polo.’ In civilian life, John is a marketing expert. He differed with the USPA’s tepid player development and recruitment efforts and criticized the adequacy of existing approaches to grow polo. He particularly was critical of Chairman Weaver’s attempt to manipulate member totals to hide the fact that after spending many millions of dollars, active playing members had not increased appreciably in years. If you spent $20 million to renovate your home and you found at the end of the day no extra rooms but a newly cut and trimmed lawn, you might be tempted to raise a little hell. John also supported efforts to improve transparency and financial accountability. He was particularly critical of the use of independent LLCs to circumvent USPA Board scrutiny and the shifting of programs back and forth to hide budgetary failures, especially with regard to the USPA website and PoloSkilz project. John ran for Governor-at-Large in 2015 and lost. That election is under legal challenge. He fought, always respectfully, all attempts to stifle robust election debate. Within a few weeks, 26 years devoted to polo was rewarded by tossing him from the USPA.
Ray Mayer. Ray is a businessman and financial specialist who joined the USPA in 1991 and is the owner and founder of the Boulder Polo Club. He has been a club delegate to the USPA for some 25 years. In the last 10 years, he decided to give back to the USPA and take an active interest in governance on the national level. He served on several committees and was a tireless proponent of transparency and accountability. As a member of the Finance Committee, he objected to the committee chairman receiving what appeared to be kickbacks on commissions paid by the USPA. The practice was stopped. He objected to the no-bid USPA contracts being awarded to friends of Board members. He uncovered over $1 million in unaccounted for “miscellaneous expenses.” He also led an effort to challenge the segregation of USPA activities and budgets into various LLCs, ostensibly for the purpose of limiting liability but having the practical (and desired by some) effect of severely limiting USPA Board direct oversight. In addition, Ray, after he was elected to the Board, tried unsuccessfully to secure information concerning the problematic entity known as “Polo Properties,” a wholly owned subsidiary of the USPA that operated more or less with complete secrecy from the Board. And Ray vigorously opposed the increase of the Executive Committee’s power at the expense of the full Board. Ray never whipped a horse in his life, never t-boned an
opponent, never swore at an umpire. He did try to peek under the covers. He was tossed with Rosene.
Bob McCloskey. Bob joined the USPA in 1989 and became a polo-playing legend throughout the Southwestern Circuit. Every circuit has one or two McCloskeys, folk heroes in the Clint Eastwood mold. Bob takes care of his own horses, grooms for himself, drives his own rig, plays everywhere. In his 60s, he achieved a two-goal rating. After 15 years with the San Antonio Polo Club, where he served as President and delegate for many years, he started the Ancha Polo Club, serving as its delegate. In the last ten years, he has devoted much of his time to governance issues, watching Ray’s back, and serving as a reliable critic of the Weaver administration. A stickler for fully adhering to the Constitution, the Bylaws, and fair procedures, Bob fought for every conceivable point of transparency and accountability. Bob is an engineer. If he asks a question and the answer is evasive or makes no sense, he asks again. And again, if necessary. You get the drill; the point is the answer, the solution. Not games, not unresponsive gobbledygook. Bob on the hunt for answers can be an acquired taste. Bob’s passion became reforming the USPA, especially as regards helping the member clubs. Realizing that he would make little progress without securing sympathetic reform-minded people on the Board of Governors, Bob turned in 2011 to organizing ‘independent’ slates of candidates to secure nominations
We will not here go through all the objectionable changes and show you how this trickery is being done. We could but you would not read it. We’ll simply pick out one prominent example and summarize it. One of our beefs is that the Executive Committee itself, appointed and controlled by the Chairman of the USPA, a committee originally established to act in emergencies and strictly as a necessary convenience when the entire Board could not easily be convened, has today become a mini-Board or substitute Board, which in fact makes all decisions of importance. Quite illegally under Illinois law. The Board of Governors simply rubber stamps, when “asked,” what has already been done or decided. Ironically, quite like the process now proposed for the amendments to the Constitution! “Review and discuss.” The law firm has tinkered with the Executive Committee provisions seemingly to make them conform to Illinois statutory requirements, but knowingly or unknowingly (remember, the small group responsible for hiring the law firm is not likely to disclose the extent of recent bad practice) has only made, as a practical matter, the power of the Executive Committee more absolute. A reputable firm should be embarrassed at such shoddy, if not unethical, work, but let’s not blame solely lawyers behaving like economic animals and simply earning a fee. Let’s blame the people who establish a process whose clear goal is to dodge a bullet but keep their own powder dry for later use.
It gets worse, folks. On this same August evening, the Board was also given a complete rewrite of the Bylaws – to “review, discuss and approve.” Note the addition, this time, of the word, “approve.” Again, hundreds of changes. Weeks worth of work jammed into a single evening. True deliberation and consideration was not the goal. The powers-that-be could not be less interested in what the Board thinks. Under the existing Constitution, a quorum of the Board by simple majority vote can amend the Bylaws of the USPA. That’s eight people, folks. Can you imagine a more abusive process?
In fact, this process absolutely stinks. A hurried telephonic meeting cannot possibly masquerade as true discussion and deliberation. A simple exercise in rubber-stamping misses the mark by a mile. Surely, the full Board of Governors would not permit such an erosion of its responsibility? Don’t bet on it. Surely, the delegates at least will rise up to reject such an insult? We’ll see. Watch all the proxies! Meantime, the court is not likely to countenance such a slap at its derivative jurisdiction. We have not, as the ironic reversal of the saying goes, come so far as to stand idly by while a slimy defeat is snatched from the jaws of victory. We will fight this unworthy attempt to end run the substance of the litigation.
We promised earlier to make this letter as entertaining as possible, given the gravity of the situation, and all good stories have characters, heroes and villains. This story is real-life, however, not the Disney version, so all the heroes have human flaws and even the villains have some redeeming characteristics.
Heroes first (this is America), a stalwart group, if we do say so.
and run against Board-nominated candidates. Bob himself served on the Board for two years as Southwestern Circuit Governor. The Weaver administration responded after every election by taking steps to modify the governing documents or add new conditions of membership to prevent or minimize Bob’s future election success. Independent candidates would still win, in modest numbers, so the USPA continued to add new hurdles.
Bob was responsible for several innovations while serving on the Board. The Annual Report that you now receive every year was his idea. He caused the establishment of a Family and Community Committee. The creation of a club umpire program. The use of an independent accounting firm to insure fair election balloting. He caused the adoption of a budget-revision procedure to allow governors to revise the proposed budget prior to approval. Bob looked at the PDI program, a pittance in a budget of millions, simply candy used to keep clubs toeing the line, as apposed to important development and programmatic support. He determined that much work remained to be done. Immediately after running as an independent for the USPA Board in the 2015 GAL election, he was effectively banned for life from membership in the USPA, beginning January 1, 2016. Some deal, huh?
Dr. Diego Florez. Diego is a self-made, hard-working professional, in common with many of you. An immigrant from Colombia many years ago who became a proud citizen of the United States, he received a vet license and has worked here for some 20 years, playing polo for much of that time. Diego joined the USPA in 2010, has served on USPA committees, and has run for Circuit Governor in the Boarder Circuit, losing by one
vote in 2014. He is the founder, delegate, and manager of the Arizona Polo Club (“APC”) and grew APC at one time (recently) to some 50 members. Indeed, Diego played a pivotal role in polo redevelopment in the Phoenix Metropolitan area. As described with some particularity in the lawsuit complaint, Diego’s main problem in the USPA was the Circuit Governor Dan Coleman’s attempt, over many years, to destroy him and the APC. “Destroy” sounds like hyperbole, like jihad or something. You have to read the complaint. Then you have to imagine the boxes of documents and evidence backing up the complaint. It’s a story a little hard to believe – not that it happened, of that there can be little doubt, but that the USPA allowed it to happen. We’ll give you a taste below. The taste will disgust you; you won’t want more. A trial of this matter will expose ethnic discrimination in its rawest forms. Just what the USPA wants and needs, right? Diego came very close to winning the 2015 GAL election. Too close for some members on the Board. After a prominent Board member warned the governors that the independents were sure to win next time around, Diego was tossed as well in September 2015.
So, here you have the roster of protagonists. When you look in the mirror every morning, you’re likely to see a Rosene, Mayer, McCloskey, or Florez – assuming you too share a passion for the sport and a willingness to volunteer some time to give back to polo what it has given you.
Now, we turn to the villains. A motley crew, and we do say so. As well, four in number. In honor of the old late-night TV skit called The Three Amigos, we’ll label the ringleaders, The Three Chairmen. Then we’ll add the Entourage, this last being almost an entire Board doing its best lemming impersonation of marching (scurrying?) in virtual lockstep off the cliff (or so Disney’s urban legend described over a half-century ago).
Numero uno was Chairman of the USPA from 2012-2015, “Chuck” Weaver. Chuck apparently wanted to be Chairman of the USPA for so long as anyone could remember. An affable guy, Chuck’s main boast to fame was his hardscrabble rise from low-goal player living in Peoria, Illinois to the ‘top,’ becoming Chairman of the USPA, years later. We were all invited to share this inspiring, up-from-mediocrity treacle by dropping by: his wife had a steak waiting on the barbie (now, that’s a modern marketing image!) and there was always a horse tacked in the barn. We all thank Chuck for sharing this Horatio Alger saga in the front pages of the 2015 Polo Blue Book. Chuck’s calling card was his cell phone number. His answer to any question: you have my cell number, which he then supplied.
As you read the complaint and follow along, you’ll see that Chuck orchestrated some pretty disturbing stuff from Peoria, not all of it even legal. We’ve provided on the website an email – to emphasize, this is from the Chairman of the national sporting body governing polo to a delegate who is virtually begging him for relief from the tyranny of a circuit governor in the Border Circuit – where Chuck laments that he has little control over the situation but urges the delegate and the Circuit Governor to share a bottle of Jack Daniels, then duke it out to determine their differences, and he (Chuck) will “buy the Jack.” Heh, heh! Can’t get more down-home that that, by golly! Imagine an Illinois Chancery Judge reading this email trail. Heh, heh?
Weaver was recently appointed to fill a vacancy in that great deliberative body, the Illinois State Senate. Next stop: jail or the Presidency? Illinois politics has, shall we say, a certain panache; Chuck will presumably find a collegial atmosphere in Springfield. You want an example of utter poisonous cynicism? Mere weeks after leading the expulsion charge of someone who had spend one-third of his life in polo, Chuck began a backchannel communication commiserating with Rosene (i) promising to help him regain his membership on the basis that Rosene was only a peripheral actor and (ii) warning that he would deny ever offering (i). Heh, heh. (The humor is free.) History will record the Weaver administration as Polo’s Tammany Hall.
The second of The Three Chairman was Jim Burton. Jim was little more than a bit player on the field but he took an interest in sponsoring stuff and for many years could be seen clinging to the shirttails of Freddie Fortugno, long-serving, beloved Eastern Circuit Governor and scion of a remarkable polo family. Freddie eventually stepped down and passed the baton to Jim. Jim was the consummate chairman wannabe. He began writing to
having heard of such a position. Not to be deterred, Jim went on to create something called The Board and Staff Development Committee and, wait for it …, served as its first chairman. The BASDC was another one of those faux Boards who usurped the power of the real Board. Jim was a hard-worker and distinguished himself in two prominent ways. First, at every election, Jim would dispatch an attack letter to the membership extolling the virtues of the officially nominated candidates versus the hapless independent challengers. Jim called the latter “Johnny come latelys.” Ah, Jim had a way with words (pages and pages of words). He always went to great pains to congratulate the wisdom of the existing Board. Somewhere along the way, Jim discovered that he knew more about how the USPA should function than anyone else alive. To make this point colorful enough, let’s just say that Jim’s views on paper looked suspiciously like an old Nazi newsreel.
Jim’s second major contribution was to sell to the Board the theory that membership in the USPA was strictly “at-will,” meaning members had no rights and could be tossed out at any time for any conceivable reason simply by a majority vote of the Board. That members had rights in a non-profit 501(c)(6) business league, that members who paid dues had rights similar to shareholders in a for-profit corporation, that members had very strict bylaw guarantees of due process for any proposed discipline, that the USPA was now the federally anointed national governing sporting body for polo and had many Illinois and Federal laws supplying a protected status to active playing members – Jim was undeterred by any of this. You see, Jim just knew things. Things other polo players did not. Things lawyers did not. Things most Americans wouldn’t recognize. It was Jim who made the motion in September 2015 to throw out the offending members.
Jim was a familiar type in all volunteer organizations. The busy bee who assumed outsized influence through showing up, everywhere. “Let Mikey try it, he’ll eat anything” – you remember the commercial. The busy bee invariably strays well beyond his or her
area of expertise. For example, Burton’s so-called “communication policy” violated free speech and opened all sorts of antitrust boxes. Never mind, the point was to
guard against all those subversives who ignored the vertical chain of command. (Actually, the real rule-of-thumb is always to keep a close eye on the busy bee.)
When the manure later hit the fan, Jim resigned and has since gone to ground. He is a named defendant, however, and he will account for this remarkable stewardship.
The third chairman is a larger-than-life fellow by the name of Dan Coleman. Nobody should believe, of course, all that one finds on the Internet, but when we say that Dan is larger than life, we have in mind the Google search for “Daniel Coleman – Arizona.” Elected Circuit Governor for the small Border Circuit, Dan frequently bragged to his constituents that he was the only Governor who was Chairman of two Board Committees, Arena and the Constitution Committee. [He probably never really focused on Burton’s resume, which fine print revealed chairmanships of perhaps a dozen subcommittees and whatnot.] This being America, we are liberal with our second chances, and certainly nothing in Dan’s remarkable history, frightening though it may be, disqualifies him from playing and enjoying polo. We can’t find a single line, however, that would qualify him for chairman of the Constitution Committee. For a little fun, the reader might profitably go to our website and review the transcript of the 2012 Annual Meeting where Dan explains a proposed limitation on the nominating rights of delegates (see “Monkey on Crack or a Cowboy Who Just Had a Little Too Much to Drink?”). You decide whether this is a sober dialogue or something you might hear late at night in a bar conversation.
Coleman’s place in the lawsuit is guaranteed by his reign of terror as Circuit Governor. The position of CG is relatively undefined in the Bylaws or Constitution. Traditionally, CG has been a conduit of information – membership concerns up to the Board, USPA policies back to the clubs. Early on, Coleman got into it with Diego Florez, something about not submitting timely pictures of Coleman’s son’s tournament results for the Blue Book? Coleman soon determined that he would be fact-finder, prosecutor, and judge of Dr. Florez and APC. He wrote a corrective plan for how APC should be reorganized. He refused to sign tournament requests. He prevailed upon the USPA staff (and Board) to downgrade APC to provisional status. As former circuit governors ourselves, we had no idea we had such power. In the process, Dan regularly slandered Diego, told all who would listen that Diego was a crook, a con man, that APC was a fraud. He intimated that he was submitting evidence to the USPA of Diego’s animal abuse. He regularly disparaged Diego’s Hispanic heritage, referring to him as the “Colombian” and APC as “The Colombian Mafia.” He even wrote to the IRS that Diego had committed income tax fraud. We’re all for wide latitude as free American citizens to say what we want, but wearing the mantle of USPA Circuit Governor must bring certain responsibilities. Sit back in your chair and contemplate what a jury or judge will think when they read an email from a Circuit Governor of the USPA threatening this to a constituent (the email is entitled “Do what you think is right cowboy”):
The complaint letter to the IRS will really get the juices flowing
as well. When all is said and done, you will be eating your horses to
feed your family.
This is what the law calls “actual malice.” When we are finished, the USPA will have chosen the Coleman vision for the Border Circuit or Diego Florez’s vision. This is not some disagreement around the edges.
On to the Entourage, the Board itself. All right, we began this exercise on a note of candor, let’s not falter here. Let’s admit that any group of 29 polo players is likely to have the following demographics:
- two, maybe three, utter fools;
- several people who are simply too busy or disorganized with personal matters to listen to anything beyond a soundbite;
- a overwhelming batch of egos;
- some captains of industry, with a smaller subgroup willing to lend this expertise to the collective good;
- one or two giants of polo, if we’re lucky;
- a significant number who regard “volunteer” participation in governance as social aggrandizement; and
- maybe ten who are truly prepared to pay attention to a matter at hand, fewer reliably.
Not a lot to work with, you say? Beg to differ. People are people, group dynamics are legendary, we all read the Dilbert cartoons. But the law supplies a useful framework called fiduciary duties to which all Board members of a non-profit are held. If the governing structure is legally compliant and intelligent in its real-world system of check and balances, the group is likely, far more often than not, to reach a tolerable result. When led by giants such as Skey Johnson or Dick Riemenschneider, the group may do more than simply prosper. These are not such times. Assisted by lawyering almost too bad to be credible, a small group determined to manipulate loopholes, ambiguities, and mistakes for their benefit, and with the complacency of sudden wealth, the USPA has staggered, sleepwalked, into gross violations of members’ rights, a lawsuit that could have been, should have been, settled many months ago, and restraining orders from a judge ordering membership restorations and new elections under court supervision. We have, in short, a leadership crisis.
We have a new Chairman, who was drinking the Weaver Kool-Aid as President and whose big new idea is “Vision.” You go on our website and find the vision. Ethnic slurs? Fight member rights? Disenfranchise clubs? Spend a fortune on payroll and admin costs and seriously consider buying the IPC for $40m or so (another story for another day), when 70-plus clubs are vying for a piece of a paltry $400,000 PDI yearly grant pie? Spend $20m in two years and actually lose playing members in total? Federal
conspiracy charges (and we’re not showing you the 150-page draft complaint)? This is some “vision.” In the typical banana republic, opposition candidates once they lose an “election” are simply executed. How did the USPA find this special vision in the American experience?
Astoundingly from a leadership perspective, the meaning of threatened litigation for the USPA’s future seems for a long time simply to have been lost altogether. Litigation is not simply an additional expense when the Association later is forced to settle. And is far more significant that the inconvenience of emergency or temporary injunctive relief and expedited far-reaching discovery. The threatened harm of the expanded complaint included revocation of Federal tax-exempt status, loss of USOC status, treble antitrust damages, individual Board member liability, criminal conspiracy charges, civil rights liabilities, significant tort and contractual damages, and the imposition from outside of widespread governance reforms. We have elected to forego some of these claims and issues, principally to spare the USPA, but the USPA itself could not have counted on this forbearance.
One of the more amazing features of what we have been through is the reaction of several Board members to our suggestion that governors who have so lost their way as to approve the “execution equivalent” of a lifetime ban from competitive polo for four individuals who between them have nearly a century in polo, these same governors have neither the temperament nor moral compass to serve on the Board. Absent a complete change of heart, without stupid excuses, these people should return to the polo fields. Governance, surely not for everyone, is not for them. But you ought to read the whining, the excuses, the mischaracterizations of the record. So, we go to court for vindication before a neutral forum. All else failing, the American dream: justice. Certainly a rejection
of some Chairman working the room like the Carney at the state fair moving the pea under the cup.
How is it that someone who wants so badly to be Chairman of the USPA, who was a participant in an earlier drama that went horribly wrong, who hires a law firm ostensibly to advise on how to fix the mess, who has multiple opportunities to step in, personally, and throw his weight behind a legitimate settlement, who is being urged by responsible Board members to look constructively at settlement, cannot find the path in his “vision” for polo simply to do the right thing? Do you suppose Joe Meyer finds vision in defending the USPA from liability under the Ku Klux Klan Act? Oremus.
The Plot Thickens or Quo Vadis?
Here is what we want, what this effort is all about.
- Membership rights have to be clear, substantive, and engrained in the USPA’s DNA. The USPA serves the legitimate interest of its members, not the other way around. The primary fiduciary duty of the USPA Board is fair dealing with all USPA members.
- As a footnote to the above, the conversion of hard-charging polo guys and gals into a whimpering mass of political correctness, speech codes, and “safe” conduct zones and curtsies represented by the new Code of Conduct and membership responsibilities set forth in the application verbiage is all antithetical to the safe enjoyment of polo and responsible growth of the sport, the true purposes of the USPA. All the extraneous and dangerous nonsense should be removed. The USPA is not a church or cult for the improvement of mankind, and all such attempts are invitations to mischief none of us need.
- Good governance depends upon full compliance with both the letter and spirit of our enabling Illinois legislation. For a start, we must have a process where diverse voices are heard, including ours, in the proper reform of our Constitution and Bylaws.
- Good governance continues with robust and healthy election debates, and all impediments to free speech in this context must be removed. The Board of the USPA must stop all attempts to rig elections (we haven’t discussed this problem here – read about it in the complaint filed), and the USPA itself (including of course its staff) must remain neutral in electioneering and in proper election procedures, clearly set forth in the Bylaws. The 2015 GAL election must be voided, with appropriate relief granted.
- The full USPA Board must commit itself to the process of properly managing the affairs – now including many millions of dollars annually – of the sport’s national governing body. That goal includes adopting checks and balances that insure that the full Board exercises its full fiduciary responsibilities.
- The Board shall audit all contracts and transactions entered into in the last seven years to determine their legality, the absence of conflicts of interest or any other possible corruption, their successes or failures, and their role for the future. This
is not meant to be a witch hunt, just elementary prudence for an organization whose financial fortunes have dramatically changed.
- The USPA will define the proper roles of its Circuit Governors, the necessary oversight by the Board of a particular circuit, and the balance of responsibilities among member clubs, their circuit governor, and the USPA Board. What role does a professional CEO and staff play in this scenario. Great care should be taken that no CG assumes the role of czar in a given circuit. The APC problem in the Border Circuit must be solved. No such problem in the future be permitted to fester anywhere in the national grid.
- The USPA must rethink its LLC structuring and develop a more realistic and responsible way to organize liabilities and discrete activities, on the one hand, and Board oversight responsibilities, on the other. At the same time, the entity formally known as “Polo Properties” must receive special scrutiny.
- New programs and experimentation come and go. The USPA’s key long-term concerns are six: new player development and recruitment, the promotion of polo to the public, intercollegiate and interscholastic competition, the nurturing of local member clubs, umpire training, and equine welfare.
- The Board engages competent, dedicated, responsible legal counsel to provide appropriate advice on all facets of its structure, operations, and programs. This advice must recognize the USPA’s special role in our sport. Competence involves full exposure to antitrust considerations, federal regulations, the Illinois Not for Profit Corporation Act, 501(c)(6) tax-exempt practice, USOC matters, and all concerns of a national governing sports body. Most important of all, legal counsel must recognize that its primary client is the membership of the USPA.
After the FIFA scandal, sports leadership everywhere faces an unprecedented collapse in public confidence. Governing bodies everywhere have been engulfed by claims of widespread corruption. The first line of defense has to be proper structure and proper procedures. There is no substitute for true transparency and real accountability. Does anyone doubt that a fundamental erosion of trust in a sport will kill it? Corporate spin and platitudes about “vision” are useless. Vision without strategy and implementation is just
a word. Rebuilding trust, providing oversight, communication among stakeholders – these are critical to any plan for the future. A real commitment to reform always involves a great deal of listening. Arrogance is just counter-productive, deadly in today’s 24/7 fishbowl.
Most of you know people on the Board, mostly polo players. Though few of you actually vote in elections, you probably would have voted for many of these people. You have no reason to believe that most of them are bad people with evil motives. The problem is, few enough are willing to look into issues for themselves. Indeed, this is a story about how a handful of individuals hijacked a compliant Board, many of whom were not paying attention, some of whom were willing to follow the lead of others, particularly when legal counsel was assuring them that they had no personal liability and were insured for any problems. Indeed, a number of Board members actually bought into the argument that whistle-blowers or “troublemakers” or reformers, by their nature persistent and inconvenient, should be punished for not being more like them – ‘let’s just get along and play polo.’ All this damn governance business, these questions, this arguing amounts to a distraction and keeps everyone from simply sitting down to an orderly meal of an agenda prepared by leadership. Somehow, however, four fellow players – fellow enthusiasts, friends, worthy members of an elite fraternity – were subjected to an outrageous and unethical process. The sordid little tale should give everyone pause to reflect on what went wrong. For wrong it went, truly; you have to have an ISIS-frame of mind, utter hatred or Fascism, to believe that a ban from polo was warranted or permissible.
We all leave a personal legacy. As a polo player, you have a part in shaping the legacy of polo in our time. This is not a matter of friendships, primarily, but loyalty to what you believe inside – what is right. Always, one is faced with the reality that “I’m just one guy, what can I do?” Here’s one answer: support four players who have risked everything in the belief that they can convince you – and a court – what is right. Talk to the leadership whom you know. Ask the relevant questions. Do not take “it’s all bullshit” or the like for an answer. Ask yourself does what you hear make any real sense. Indeed, this effort would make little sense if we did not believe in you. The governing elite controls what
we allow them to control. The custodians of polo’s inheritance will squander only what you allow them to squander. The bad guys do their work by default.
The future of polo belongs to all of you. We are simply catalysts. We need financial help to maintain our litigation until its conclusion. Please click on to our website and hit. “financial support.” Alternatively, speak to any of us personally.
Be safe on the field, always.
Diego Florez, DVM