USA TRACK & FIELD, INC.

BOARD OF DIRECTORS MEETING

A meeting of the Board of Directors of USA Track & Field, Inc. was held on Sunday, June 28, 2015 at 8:30 am (PST)at the Hilton Eugene in Eugene, Oregon.

Board Officers and Directors:

Present: Steve Miller (Chairman of the Board), Stephanie Hightower (President & Vice Chair), Ken Taylor (Treasurer), Curt Clausen, Dr. Evie Dennis, Fred Finke, Sam Germany, Bob Hersh, Darvis (Doc) Patton, William Shelton, Eve Wright, Hyleas Fountain, Michelle Carter,Darlene Hickman (Secretary),Larry James (Board Counsel), and Max Siegel (CEO).

Via Phone: Jackie Joyner-Kersee and Becky Oakes.

Absent: Mickey Carter.

Quorum Present? Yes.

Others Present - Staff: Renee Washington, Jill Geer, Norm Wain,Duffy Mahoney, Sara Reese, Sarah Austin, Carmen Triplet and Michele Babb.

Others Present – Guests: Christina Corl, Anne Phillips, William Hickman, Alan Abrahamson, Kaus Christopher, Jason Spilbeler, Becca Peter, and Weldon Johnson.

The Meeting was called to order at 8:30 am (PST) by Chairman of the Board, Steve Miller.

The first order of business was to approve the meeting minutes from May 13, 2015. Upon a motion duly made by Mr. Miller, seconded and unanimously carried, it was

MOVED to approve the minutes as submitted from the May 13, 2015 board meeting.

Steve Miller, as chair of the Investment Committee, discussed the make-up of the committee and the committee’s recent activity, which included having met with our advisors from JP Morgan. The committee has reviewed the investment strategies of other non-profit organizations in developing a strategy for USATF. A copy of USATF’s Investment Policy was distributed to the members of the board. The committee chose a conservative approach which will enable the portfolio to have a more stable return when the market is volatile. JP Morgan advisors, Kaus Christopher and Jason Spilbeler, were in attendance and discussed USATF’s current portfolio with the board.

The next order of business was the Chairman’s Report. Mr. Miller advised that a few items of business have arisen as of late that will need to be addressed in the near future. The first issue is USATF’s approach to transgender issues amongst our competing athletes. As transgender individuals become more prevalent in our society, USATF needs to ensure it is ready to respond to how to address these situations from an eligibility perspective. Currently, any issues of this nature are addressed on the field of play and any challenges to those decisions would be addressed by the National Office. USATF is currently conducting research on this topic to create an updated policy for our organization. The goal is to enact a policy that provides competitive equity; this policy is not intended to be a social decision on the matter. An updated will be provided at the next board meeting with further discussion to be held at the next in-person board meeting in October.

Mr. Miller next discussed the governance process of the Law & Legislation Committee for 2015. All proposed amendments to the USATF Bylaws and Regulations are due by September 1, 2015 which will allow the board to review those proposed amendments at the board meeting to be held in October. These proposed amendments are expected to have widespread impact on USATF’s governance. As such, it is important that all members of the board gather information from their respective constituents to ensure that the board can make informed decisions that are best for the collective group and continue to move USATF forward in a productive manner that enables us to best support constituents.

Stephanie Hightower provided the President’s Report. Ms. Hightower advised that all of the USATF candidates to various IAAF council and committee positions met in Indianapolis in early May to develop an election strategy. The candidates are focused on building relationships in the international community in advance of the IAAF elections.

Ken Taylor provided the Treasurer’s Report. Mr. Taylor provided a financial summary of the last quarter, which was briefly discussed. Upon a motion duly made by Steve Miller, seconded and unanimously carried, it was

MOVED to approve the quarterly financial summary, subject to audit.

Max Siegel then provided an update from the National Office. Mr. Siegel touched briefly on each of the following items:

The National Office recently held a senior staff retreat and invited William Shelton, as the chair of the Business Development Committee, to attend. The purpose of this retreat was to develop corporate goals through the next quadrennial period. Those goals include measurable objectives with regard to membership, gross revenue, operational efficiency, social media, event strategies, operating reserves, and medal attainment. These goals will be sent to the board along with the approved budget at the annual meeting.

The Hall of Fame Black Tie and Sneakers Gala has been scheduled for October 29, 2015, to take place at The Armory in New York City. Proceeds from this event will go towards the athlete mentorship program, headed by William Shelton. Mr. Shelton briefly discussed the goals of this program and announced that Michelle Carter is currently acting as the pilot athlete for the program. Overall, the athlete mentorship program is intended to help athletes transition into business careers following their professional sports careers.

USATF is currently working with the Athletes Advisory Committee to develop a professional athlete compensation program. Additionally, USATF is working with the long distance running committees to continue improving the support of their programs.

Steve Miller noted that this is the last USATF board meeting for Bob Hersh. USATF thanks Mr. Hersh for all of his valuable contributions and work while serving on the board.

Lastly, Anne Phillips provided an update to the board regarding the activities of the IAAF Women’s Committee. Ms. Phillips advised that the committee is working towards adding a women’s 50k event to the racewalk, as well as a women’s heptathlon to the indoor competitions and equality in the middle distance events. Ms. Phillips also noted that the committee has reminded the IAAF of its commitment to have women as 20% of the representatives on any IAAF committee. Additionally, allowing e-learning for officials at the IAAF level will likely cause more women officials to be selected for Olympic and championships competitions.

With no further business to conduct, Mr. Milleradjourned the meeting at 10:20 am (PST). The next USATF board meeting is scheduled to be held telephonically on July 15, 2015. The next in-person USATF board meeting is scheduled to be held in Indianapolis, Indiana on October 10, 2015.

Minutes respectfully submitted by Legal Affairs Manager, Sarah Austin.

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