[Senate Report 108-114]
[From the U.S. Government Publishing Office]



                                                       Calendar No. 237
108th Congress                                                   Report
                                 SENATE
 1st Session                                                    108-114
_______________________________________________________________________



 
           UNITED STATES OLYMPIC COMMITTEE REFORM ACT OF 2003

                               __________

                              R E P O R T

                                 OF THE

           COMMITTEE ON COMMERCE, SCIENCE, AND TRANSPORTATION

                                   on

                                S. 1404



                                     

    July 28 (legislative day, July 21), 2003.--Ordered to be printed

                                 ______

                     U.S. GOVERNMENT PRINTING OFFICE
                            WASHINGTON : 2003






       SENATE COMMITTEE ON COMMERCE, SCIENCE, AND TRANSPORTATION

                      one hundred eighth congress

                             first session

                     JOHN MCCAIN, Arizona, Chairman

TED STEVENS, Alaska                  ERNEST F. HOLLINGS, South Carolina
CONRAD BURNS, Montana                DANIEL K. INOUYE, Hawaii
TRENT LOTT, Mississippi              JOHN D. ROCKEFELLER IV, West 
KAY BAILEY HUTCHISON, Texas          Virginia
OLYMPIA J. SNOWE, Maine              JOHN F. KERRY, Massachusetts
SAM BROWNBACK, Kansas                JOHN B. BREAUX, Louisiana
GORDON SMITH, Oregon                 BYRON L. DORGAN, North Dakota
PETER G. FITZGERALD, Illinois        RON WYDEN, Oregon
JOHN ENSIGN, Nevada                  BARBARA BOXER, California
GEORGE ALLEN, Virginia               BILL NELSON, Florida
JOHN E. SUNUNU, New Hampshire        MARIA CANTWELL, Washington
                                     FRANK LAUTENBERG, New Jersey

           Jeanne Bumpus, Staff Director and General Counsel

                   Ann Begeman, Deputy Staff Director

                  Robert W. Chamberlin, Chief Counsel

               Kevin D. Kayes, Democratic Staff Director

                Gregg Elias, Democratic General Counsel

                                  (ii)





                                                       Calendar No. 237
108th Congress                                                   Report
                                 SENATE
 1st Session                                                    108-114

======================================================================



           UNITED STATES OLYMPIC COMMITTEE REFORM ACT OF 2003

                                _______
                                

    July 28 (legislative day, July 21), 2003.--Ordered to be printed

                                _______
                                

       Mr. McCain, from the Committee on Commerce, Science, and 
                Transportation, submitted the following

                              R E P O R T

                         [To accompany S. 1404]

    The Committee on Commerce, Science, and Transportation, to 
which was referred the bill (S. 1404) to amend the Ted Stevens 
Olympic and Amateur Sports Act, having considered the same, 
reports favorably thereon with amendments and recommends that 
the bill (as amended) do pass.

                          Purpose of the Bill

  S. 1404 would amend the Ted Stevens Olympic and Amateur 
Sports Act (36 U.S.C. chapter 2205) to make significant 
improvements to the governance structure of the United States 
Olympic Committee (USOC) by reducing the size of the current 
board of directors and by creating an assembly of USOC 
stakeholders. Unlike the current governance structure, which 
features multiple lines of authority, the structure promulgated 
by S. 1404 would designate the board as the primary governing 
body of the USOC, and it would provide that a chief executive 
officer (CEO) would carry out the USOC's policies and run its 
day-to-day operations. The bill is intended to allow the USOC 
to operate more effectively within a more logical and 
transparent structure.
  In addition, the bill would maintain the authority of 
athletes and national governing bodies in the operation of the 
USOC, require increased financial transparency, and provide 
whistle-blower protection for USOC employees. The legislation 
also would require the new USOC Board to hire an ethics 
officer, to establish a process for investigating and taking 
action on ethics violations, to implement conflict of interest 
policies, and to make the bidding process more transparent for 
American cities that bid to host the Olympics. This bill also 
would streamline the organization to allow a larger percentage 
of USOC revenue to be dedicated for the support of athletes.

                          Background and Needs

  Congress formed the United States Olympic Association (USOA) 
in 1950 under the ``Act to Incorporate the United States 
Olympic Association.'' In 1964, the USOA was modified and 
became the USOC. Additional modifications to the USOC resulted 
from a study conducted by President Gerald Ford's Commission on 
Olympic Sports (Ford Commission). From 1975 to 1977, the Ford 
Commission evaluated each Olympic sport and determined how to 
correct factional disputes between the sports. Senator Stevens, 
who served on the Ford Commission, sponsored what later became 
known as the Ted Stevens Olympic and Amateur Sports Act, which 
was enacted in 1978 (the Act). The Act named the USOC as the 
central coordinating organization for athletes and sports of 
the Olympic and Pan-American Games.
  In its current form, the USOC performs a variety of 
functions. It provides financial, educational, training, and 
medical support for Olympic athletes. The USOC receives no 
permanent funding from the government. Though the 1978 charter 
granted the USOC several million dollars in seed money, the 
funds were never appropriated. \1\ Thus, the USOC supports its 
activities primarily through corporate sponsorship and 
licensing agreements for the rights to broadcast Olympic 
events. The USOC's current annual revenue is approximately $125 
million.
---------------------------------------------------------------------------
    \1\  In 1981, the USOC did receive a one-time appropriation from 
Congress of $10 million to compensate the USOC for lost revenue caused 
by the United States' boycott of the 1980 Olympic Games in Moscow.
---------------------------------------------------------------------------
  The USOC is often criticized for being an unwieldy 
bureaucracy with a board of directors comprised of 124 members, 
and for being the subject of too many scandals. Some examples 
of scandals include, in 1980, 25 athletes sued the USOC for 
boycotting the 1980 Games, claiming that the USOC had violated 
their constitutional rights. In the early 1990s, the Committee 
was accused of buying out two USOC officials in order to hire a 
new USOC executive director. In 1991, the resignation of then-
USOC President Robert Helmick forced the USOC's special counsel 
to admit certain ethical problems with Helmick's leadership. 
And, in an effort to secure the selection to host the 2002 
Winter Games in Salt Lake City, Utah, local organizing 
committee members were accused of taking bribes.
  Earlier this year, the USOC was again the subject of public 
embarrassment when then-USOC CEO Lloyd Ward became the subject 
of a USOC Ethics Committee investigation for a possible 
conflict-of-interest violation. The investigation was rumored 
to be the result of tension between Mr. Ward and the former 
USOC president, Marty Mankamyer. The Ethics Committee 
determined that Mr. Ward (a former CEO of Maytag) had committed 
two ``technical violations'' of the USOC's ethics code, and 
indicated to the Executive Committee that the problems could 
have been remedied through timely ethical compliance 
counseling. In the end, it was the Executive Committee that 
decided that the only punitive action to be taken against Mr. 
Ward would be the reduction of Mr. Ward's annual bonus by 
several hundred thousand dollars. In an act of protest of the 
Ethics Committee's decision, Executive Committee member Brian 
Derwin, Chief Ethics Compliance Officer, Patrick Rodgers, and 
three members of the 10-person Ethics Committee resigned their 
volunteer posts. Less than one month later, Ms. Mankamyer 
succumbed to intense USOC pressure to resign. The same pressure 
forced Lloyd Ward to resign on March 1, 2003.

                         Summary of Provisions

  S. 1404 would amend the Act to--
          (1) reduce the size of the existing USOC board of 
        directors from 124 members to nine elected members, 
        five of whom would be independent, two representatives 
        of the Athletes Advisory Council (AAC), and two 
        representatives of the National Governing Bodies 
        Council (NGBC) (in addition, the speaker of a newly-
        formed assembly and the U.S. members of the 
        International Olympic Committee (IOC) would serve on 
        the board as ex officio members);
          (2) designate the board as the principal governing 
        body of the USOC;
          (3) require that the board appoint a chief executive 
        officer to carry out the policies and priorities of the 
        USOC;
          (4) require that the board establish four standing 
        committees of the board (audit, compensation, ethics, 
        and nominating and governance);
          (5) create an assembly consisting of the many USOC 
        stakeholders as provided in section 220504 of the Act, 
        including a maximum of three individuals who 
        represented the United States at the Olympics not 
        within the preceding 10 years;
          (6) require that the assembly have authority as 
        provided by the board to determine matters pertaining 
        to the Olympic Games;
          (7) require that the assembly elect a speaker;
          (8) require the board to establish whistleblower 
        procedures for the treatment of complaints received by 
        the USOC, as well as procedures to protect employees 
        from retaliation for submitting a complaint;
          (9) modify the existing ombudsman function;
          (10) increase the operational and financial 
        transparency of the USOC by requiring the USOC to 
        report Congress and the President on a biennial basis;
          (11) provide basic ethics and compliance guidance to 
        the USOC ethics committee; and
          (12) allow the National Senior Games Association of 
        Baton Rouge, Louisiana, to use the words ``Senior 
        Olympics'' to promote national athletic competition 
        among senior citizens.

                          Legislative History

  The Senate Commerce Committee held a full Committee hearing 
on January 29, 2003, to examine the aforementioned leadership 
scandal that had attracted negative publicity for the USOC that 
ultimately led to the resignations of the USOC's President and 
CEO. Following the first hearing, the USOC Executive Committee 
formed a Governance and Ethics Review Task Force (Task Force) 
to analyze the governance structure of the organization. 
Shortly thereafter, the Commerce Committee held another hearing 
on February 13, 2003, to examine the current organizational 
structure and culture of the USOC, and to consider possible 
reform measures needed to ensure that it operates more 
effectively and efficiently.
  Following the Committee hearings, Senators McCain, Stevens, 
and Campbell sent a letter dated February 27, 2003, to the USOC 
acknowledging the existence of the Task Force, but nevertheless 
encouraging the organization to create an independent 
commission to review the USOC's governance structure. As 
requested, on March 3, 2003, the USOC formed the Independent 
Commission on the Reform on the United States Olympic Committee 
(Independent Commission).
  On June 24, 2003, Senator McCain chaired a third full 
Committee oversight hearing concerning reform of the USOC. The 
purpose of the June 24 hearing was to examine the report of the 
Independent Commission--released on June 19, 2003--in 
furtherance of the Committee's efforts to restructure the USOC. 
At the hearing, the Committee heard testimony from the members 
of the Independent Commission regarding their deliberations and 
recommendations. Also appearing before the Committee were 
members of the USOC Task Force, \2\ as well as individuals who 
represent significant constituencies within the current USOC 
structure that are affected by the findings and recommendations 
of the Independent Commission.
---------------------------------------------------------------------------
    \2\  The Task Force released its report on June 20, 2003.
---------------------------------------------------------------------------
  On July 15, 2003, Senators McCain and Stevens introduced the 
United States Olympic Committee Reform Act of 2003 (S. 1404), 
and on June 17, 2003, the Committee met in open executive 
session to consider the bill. The Committee adopted an 
amendment to S. 1404 offered by Senator Hollings that outlines 
the responsibilities and policies of the new USOC ethics 
committee. In addition, the Committee adopted an amendment 
offered by Senator Breaux that would authorize the National 
Senior Games Association of Baton Rouge, Louisiana, to use the 
words ``Senior Olympics'' to promote national athletic 
competition among senior citizens. S. 1404 was adopted, as 
amended, and the bill was ordered to be reported as amended by 
voice vote.
  S. 1404 is intended to establish a new governance structure 
for the USOC. The bill is not intended to be entirely inclusive 
with respect to how Congress expects the organization to 
function. For the purpose of carrying out the requirements of 
S. 1404 and ensuring that the USOC proceeds in accordance with 
Congressional intent, the Committee recommends that the 
organization seek guidance from the findings and 
recommendations of the Independent Commission. \3\
---------------------------------------------------------------------------
    \3\  The Committee believes that the Independent Commission's 
report is compelling and captures well the essence of the changes 
needed to restore the credibility of the USOC. The Committee applauds 
the Independent Commission members for their service to the United 
States Olympic movement and the Congress. Through their work, the 
Independent Commission members demonstrated their concern and devotion 
for the future of the USOC. Additionally, the Committee commends the 
USOC for convening the Task Force, the efforts of which served useful 
to the Independent Commission, Congress, and, generally, the process of 
reform.
---------------------------------------------------------------------------
  Specifically, the Committee intends the new USOC board to pay 
particular attention to those aspects of the Independent 
Commission's report dealing with the following: the development 
of a mission statement that more appropriately reflects the 
shared objectives of the USOC; the working relationship between 
the chair of the board and the CEO; the frequency and manner 
with which the board and assembly should convene; the fiduciary 
responsibilities of board members; the qualifications for 
independent board members, including standards for 
``independence'' \4\; disclosure obligations of directors and 
other USOC officials necessary to avoid conflicts of interest; 
the transition from the existing to the new USOC board; the 
responsibilities of the new standing committees; the 
composition of the assembly and how its members are selected 
and removed; how the assembly functions; the role of the 
speaker of the assembly; what USOC officials should constitute 
the United States delegation to the Olympic Games; the 
relationship between the board and the assembly; a clear line 
of authority of the board (not the assembly) over staff; the 
role and authority of the CEO; an adherence to the principles 
of the Sarbanes-Oxley Act with respect to financial and ethical 
transparency; compliance with the IOC Charter; the need for the 
USOC to monitor the governance practices of the national 
governing bodies; the need for national governing bodies to 
make every effort to incorporate Paralympic and disabled 
athletes into their governing body structures; and such other 
portions of the report that are not inconsistent with S. 1404.
---------------------------------------------------------------------------
    \4\  For the purposes of selecting independent directors for the 
new USOC board, the initial nominating and governance committee 
designated in S. 1404 should consult the definition of an ``independent 
director'' as set forth in the Independent Commission's report on pages 
31-33.
---------------------------------------------------------------------------
  In addition, the Committee remains very concerned over 
testimony that detailed the amount of revenue that has been 
devoted by the USOC during the past for non-athlete-related 
purposes. The Committee urges the USOC to be mindful when 
promulgating its budget and reimbursement policies of the fact 
that each dollar dedicated to the travel and other expenses of 
its members is a dollar that is not used for the development of 
amateur athletes. To that end, the USOC should review existing 
expense reimbursement policies, including the treatment, or any 
inappropriate or excessive use, of value-in-kind contributions.
  It also has been brought to the attention of the Committee 
that all too often in the past the USOC has been seen by 
stakeholders as merely a source of funding. The common 
objectives of the USOC have been overshadowed by the parochial 
interests of the many stakeholders. The Committee strongly 
encourages members of the USOC's board of directors, as well as 
all USOC stakeholders, including volunteers, to put the 
interests of the USOC above their own individual interests.
  The Committee understands that existing provisions of the 
USOC Constitution require at least 90 days advanced notice to 
the current CEO of any proposed amendment to the USOC 
Constitution and Bylaws. The Committee finds that this existing 
notice requirement would impede the implementation of S. 1404. 
However, the Committee urges the board of directors to take 
appropriate action to ensure timely implementation of the 
requirements of S. 1404.
  While the Committee firmly believes S. 1404 to be in 
compliance with the IOC Charter, the new USOC board of 
directors may modify, if necessary, the voting authority of the 
assembly to ensure such compliance.

                            Estimated Costs

  In compliance with subsection (a)(3) of paragraph 11 of rule 
XXVI of the Standing Rules of the Senate, the Committee states 
that, in its opinion, it is necessary to dispense with the 
requirements of paragraphs (1) and (2) of that subsection in 
order to expedite the business of the Senate.

                      Regulatory Impact Statement

  In accordance with paragraph 11(b) of rule XXVI of the 
Standing Rules of the Senate, the Committee provides the 
following evaluation of the regulatory impact of the 
legislation, as reported:

                       NUMBER OF PERSONS COVERED

  There is no significant change in the number of persons 
covered under the legislation.

                            ECONOMIC IMPACT

  The economic impact of this legislation is expected to be 
minimal.

                                PRIVACY

  The impact on the personal privacy of the persons covered by 
this legislation is expected to be minimal.

                               PAPERWORK

  The impact on paperwork is expected to be minimal.

                      Section-by-section Analysis

Section 1. Short Title.
  This section would designate S. 1404 as the ``United States 
Olympic Committee Reform Act''.
Section 2. Findings.
  This section would provide congressional findings that: there 
is widespread loss of confidence in the USOC; confidence in the 
USOC needs to be restored; confusion exists regarding the 
USOC's primary purpose and priorities; the current governance 
structure of the USOC is dysfunctional; the corporate 
governance debate in the United States is relevant to the 
USOC's governance issues; and there is no clear line of 
authority between the USOC's volunteers and its paid staff.
Section 3. Amendment of Ted Stevens Olympic and Amateur Sports Act.
  This section would provide that all references within this 
bill to an amendment to, or repeal of, a section or other 
provision, shall be considered to be made to the Act (36 U.S.C. 
220501 et seq.).
Section 4. Governance of the United States Olympic Committee.
  Subsection 4(a) of this section would amend the Act by adding 
to it a new subchapter III titled ``Governance,'' containing 
new sections 220541 through 220544, as follows:

Sec. 220541. Board of directors

  New section 220541(a) would provide that the board of 
directors of the USOC would be the governing body of the USOC 
and the board would be responsible for establishing the 
policies and priorities of the USOC. This subsection also would 
provide that the board would have full authority to manage the 
affairs of the corporation.
  New section 220541(b) would provide that the board would 
consist of nine elected members, and certain ex officio 
members. Of these elected directors, five directors would be 
independent as defined in the corporation's constitution and 
bylaws, two directors would be from among those nominated by 
the AAC, and two directors would be from among those nominated 
by the NGBC. The ex officio members of the board are to include 
both the speaker of the assembly and the IOC members from the 
United States.
  New section 220541(c) would provide that the term of office 
for an elected director of the board would be four years. 
Directors would serve no more than an aggregate of six years, 
with the exception of a director who is elected to chair the 
board after completing a four-year term. In such instance, the 
chair of the board would be eligible to serve an additional two 
years to complete his or her term as chair. This subsection 
would provide that the first elected directors would serve 
staggered terms as provided in this subsection. This subsection 
also would provide that the speaker of the assembly would serve 
as a non-voting ex officio member of the board.
  New section 220541(d) would provide that each elected 
director would have one vote on all matters on which the board 
votes. This subsection would provide that each voting ex 
officio member of the board would have one vote on matters on 
which ex officio members vote, and ex officio votes would be 
weighted such that, in the aggregate, the votes of all ex 
officio members are equal to the vote of one elected director. 
This subsection also would provide that in the event of a tie 
vote of the board, the vote of the chair would break the tie. 
In addition, the board could not take action in the absence of 
a quorum, which would consist of seven members, not less than 
three of whom must be independent directors.
  New section 220541(e) would require that the board elect a 
chair to preside at all meetings of the board and perform other 
duties as prescribed in the USOC's constitution and bylaws. 
This subsection would prohibit any individual from holding the 
position of chair of the board for more than four years.
  New section 220541(f) would require the board to establish 
four standing committees: an audit committee; compensation 
committee; ethics committee; and nominating and governance 
committee. The compensation committee would consist of three 
elected board members. The remaining committees would consist 
of three independent directors, one director nominated and 
elected from the AAC, and one director nominated and elected 
from the NGBC. This subsection would provide that the board 
could establish additional committees, subcommittees, and task 
forces as may be necessary or appropriate.
  New section 220541(g) would require that the nominating and 
governance committee recommend candidates to fill vacancies on 
the board as provided in the constitution and bylaws of the 
USOC. For each vacancy to be filled by a nominee of the AAC or 
NGBC, the AAC or NGBC would recommend three individuals to the 
nominating and governance committee, which would nominate one 
of the three individuals to the board. This subsection would 
require that members of the board who also are members of the 
nominating and governance committee recuse themselves from the 
nominating and recommendation process. This subsection also 
would provide that the board would elect directors from the 
candidates proposed by the nominating and governance committee.

  Sec. 220542. Assembly

  New section 220542(a) would provide that the assembly would 
be a forum for all stakeholders of the corporation, and would 
serve an advisory function only, except that the assembly would 
have the right to vote on and have ultimate authority to decide 
matters pertaining to the Olympic Games. This subsection also 
would provide that the board would determine whether a matter 
pertains to the Olympic Games and that the board's 
determination of such matter would be binding. Pursuant to this 
subsection, the assembly would convene annually in meetings 
open to the public. The board would be responsible for 
establishing a budget for the assembly while being mindful to 
minimize costs.
  New section 220542(b) would provide that the assembly would 
consist of the representatives of constituencies provided in 
section 220504 of the Act, as well as the IOC members from the 
United States, and not more than three individuals who 
represented the United States at the Olympics not within the 
preceding 10 years. This subsection would require that amateur 
athletes constitute not less than 20 percent of the assembly 
members.
  New section 220542(c) would require that representatives of 
the national governing bodies constitute not less than 51 
percent of the voting power of the assembly. This subsection 
also would require that amateur athletes constitute not less 
than 20 percent of the voting power of the assembly.
  New section 220542(d) would provide that the speaker of the 
assembly would be a voting member of the assembly who is 
elected by the members of the assembly. This subsection would 
limit the term of the speaker to one four-year term. This 
subsection would provide that the speaker would preside at all 
assembly meetings and serve as an ex officio member of the 
board of directors. Unless specified otherwise by the board, 
the speaker would have no other duties or powers.

  Sec. 220543. Chief executive officer

  New section 220543(a) would provide that the corporation 
would have a CEO who could not be a member of the board. The 
CEO would be required to be selected by, and report to, the 
board. This subsection would provide that the CEO would fill 
senior management positions with the approval of the board.
  New section 220543(b) would provide that the CEO would manage 
USOC staff functions, and the day-to-day affairs and business 
operations of the USOC. This subsection would require that the 
CEO implement the mission and policies of the USOC, as 
determined by the board.

  Sec. 220544. Whistleblower procedure and protections

  This new section would require the board to establish 
procedures for the receipt, retention, and treatment of 
complaints received by the USOC regarding accounting, auditing, 
or ethical matters. This section also would require the board 
to establish procedures to protect against retaliation by any 
officer, employee, director, or member of the corporation for 
submitting a complaint pursuant to this section.

  Sec. 220545. Ethics and compliance.

  This new section would require the USOC ethics committee to 
oversee all matters relating to the ethics policy and practices 
of USOC employees, board members, and volunteers. In addition, 
the ethics committee would oversee the paid and volunteer 
leadership staff of a bid city organization with respect to the 
bid process. This section also would require that the new USOC 
board employ a chief ethics officer to implement the 
organization's ethics policy.
  This section includes a list of policy areas that would be 
required to be included in the USOC ethics policy, including a 
conflict-of-interest policy; an anti-discrimination policy; a 
workplace harassment policy; a gift, travel reimbursement, 
honorarium and outside income policy; a financial proprietary 
policy, including a prohibition on loans to USOC officers and 
employees; a bid city policy; a policy for sanctions and 
penalties for violations; a reporting and investigation policy; 
and a policy to ensure due process for those accused of ethics 
violations. The new section also would require a city bidding 
to host the Olympic Games to sign a statement acknowledging 
that it read the USOC ethics policy and agrees to abide by its 
rules.
  Subsection 4(b) of new subchapter III would provide that 
members of the existing USOC board of directors would continue 
to serve until a new board has been elected.
  Subsection 4(c) of new subchapter III would establish a 
temporary nominating and governance committee to serve until 
the initial board has been elected and has taken office. This 
subsection would require that this nominating and governance 
committee consist of one individual from the AAC, one 
individual from the NGBC, one individual from the existing 
public-sector members, one individual from the Independent 
Commission established by the USOC in March 2003 (who shall be 
chair of the temporary committee), and one individual from the 
Task Force established by the USOC in February 2003. This 
subsection further would provide that this temporary committee 
would elect an initial board of directors and elect one of the 
independent members of the board as chair.
  Subsection 4(d) of new subchapter III would provide 
conforming amendments to ensure that athletes are adequately 
represented in each governance body of the USOC, and to require 
that the board adopt and amend the constitution and bylaws of 
the USOC, consistent with this chapter. This subsection also 
would require that the USOC ombudsman report directly to the 
board, and that the board would consult with the AAC in 
determining whether to hire or not hire a particular individual 
to serve as ombudsman.
Section 5. Reports.
  This section would require that on a biennial basis the USOC 
transmit simultaneously to the President, and to each House of 
Congress, a detailed report of its operations for the preceding 
two years. It also would require that the report contain annual 
financial statements audited in accordance with generally 
accepted accounting principles by an independent certified 
public accountant, and certified by the CEO and chief financial 
officer of the USOC for accuracy and completeness. In addition, 
this section would require that the USOC's report be posted 
free of charge on its website or other similar medium that is 
widely available to the public.
Section 6. Senior Olympics.
  This section would authorize the National Senior Games 
Association of Baton Rouge, Louisiana, to use the words 
``Senior Olympics'' to promote national athletic competition 
among senior citizens.

                        Changes in Existing Law

  
  In compliance with paragraph 12 of rule XXVI of the Standing 
Rules of the Senate, changes in existing law made by the bill, 
as reported, are shown as follows (existing law proposed to be 
omitted is enclosed in black brackets, new material is printed 
in italic, existing law in which no change is proposed is shown 
in roman):
  

                               TITLE 36,

                           UNITED STATES CODE

             CHAPTER 2205. UNITED STATES OLYMPIC COMMITTEE

        SUBCHAPTER I. CORPORATION
    Sec.
    220501. Definitions
    220502. Organization
    220503. Purposes
    220504. Membership
    220505. Powers
    220506. Exclusive right to name, seals, emblems, and badges
    220507. Restrictions
    220508. Headquarters, principal office, and meetings
    220509. Resolution of disputes
    220510. Service of process
    220511. Report
    220512. Complete teams
        SUBCHAPTER II. NATIONAL GOVERNING BODIES
    220521. Recognition of amateur sports organizations as national 
              governing bodies
    220522. Eligibility requirements
    220523. Authority of national governing bodies
    220524. General duties of national governing bodies
    220525. Granting sanctions for amateur athletic competitions
    220526. Restricted amateur athletic competitions
    220527. Complaints against national governing bodies
    220528. Applications to replace an incumbent national governing body
    220529. Arbitration of corporation determinations.
        SUBCHAPTER III. GOVERNANCE
    220541. Board of directors
    220542. Assembly
    220543. Chief executive officer
    220544. Whistleblower procedures and protections
    220545. Ethics and compliance

                       SUBCHAPTER I. CORPORATION

                             * * * * * * *

  Sec. 220504. Membership

  (a) Eligibility.--Eligibility for membership in the 
corporation is as provided in the constitution and bylaws of 
the corporation.
  (b) Required Provisions for Representation.--In its 
constitution and bylaws, the corporation shall establish and 
maintain provisions with respect to its governance and the 
conduct of its affairs for reasonable [representation of--] 
representation on its board of directors and in its assembly 
of--
          (1) amateur sports organizations recognized as 
        national governing bodies and paralympic sports 
        organizations in accordance with section 220521 of this 
        title, including through provisions which establish and 
        maintain a National Governing Bodies' Council composed 
        of representatives of the national governing bodies and 
        any paralympic sports organizations and selected by 
        their boards of directors or such other governing 
        boards to ensure effective communication between the 
        corporation and such national governing bodies and 
        paralympic sports organizations;
          (2) amateur athletes who are actively engaged in 
        amateur athletic competition or who have represented 
        the United States in international amateur athletic 
        competition within the preceding 10 years, including 
        through provisions which--
                  (A) establish and maintain an Athletes' 
                Advisory Council composed of, and elected by, 
                such amateur athletes to ensure communication 
                between the corporation and such amateur 
                athletes; and
                  [(B) ensure that the membership and voting 
                power held by such amateur athletes is not less 
                than 20 percent of the membership and voting 
                power held in the board of directors of the 
                corporation and in the committees and entities 
                of the corporation;]
                  `(B) ensure that--
                          `(i) the membership and voting power 
                        of such amateur athletes is not less 
                        than 20 percent of the membership and 
                        voting power of each committee, 
                        subcommittee, working group, or other 
                        subordinate decision-making group, of 
                        the corporation; and
                          `(ii) the voting power held by 
                        members of the board of directors who 
                        were nominated by the Athlete's 
                        Advisory Council is not less than 20 
                        percent of the total voting power held 
                        in the board of directors;
          (3) amateur sports organizations that conduct a 
        national program or regular national amateur athletic 
        competition in 2 or more sports that are included on 
        the program of the Olympic Games, the Paralympic Games, 
        or the Pan-American Games on a level of proficiency 
        appropriate for the selection of amateur athletes to 
        represent the United States in international amateur 
        athletic competition; and
          (4) individuals not affiliated or associated with any 
        amateur sports organization who, in the corporation's 
        judgment, represent the interests of the American 
        public in the activities of the corporation

  Sec. 220505. Powers

  (a) Constitution and bylaws.--The corporation shall adopt a 
constitution and [bylaws.] bylaws consistent with this chapter, 
as determined by the board of directors. The board of directors 
shall adopt and amend the constitution and bylaws of the 
corporation, consistent with this chapter. The corporation may 
amend its constitution only if the board of directors proposes 
and approves by majority vote such an amendment and the 
corporation--
          (1) publishes, in its principal [publication,] 
        publication and on its website, a notice of the 
        proposed amendment, including--
                  (A) the substantive terms of the amendment;
                  (B) the time and place of the corporation's 
                regular meeting at which adoption of the 
                amendment is to be decided; and
                  (C) a provision informing interested persons 
                that they may submit materials as authorized in 
                clause (2) of this subsection; and
          (2) gives all interested persons an opportunity to 
        submit written comments and information for at least 60 
        days after publication of notice of the proposed 
        amendment and before adoption of the amendment.
  (b) General corporate powers.--The corporation may--
          (1) adopt and alter a corporate seal;
          (2) establish and maintain offices to conduct the 
        affairs of the corporation;
          (3) make contracts;
          (4) accept gifts, legacies, and devises in 
        furtherance of its corporate purposes;
          (5) acquire, own, lease, encumber, and transfer 
        property as necessary to carry out the purposes of the 
        corporation;
          (6) borrow money, issue instruments of indebtedness, 
        and secure its obligations by granting security 
        interests in its property;
          (7) publish a magazine, newspaper, and other 
        publications consistent with its corporate purposes;
          (8) approve and revoke membership in the corporation;
          (9) sue and be sued, except that any civil action 
        brought in a State court against the corporation and 
        solely relating to the corporation's responsibilities 
        under this Act shall be removed, at the request of the 
        corporation, to the district court of the United States 
        in the district in which the action was brought, and 
        such district court shall have original jurisdiction 
        over the action without regard to the amount in 
        controversy or citizenship of the parties involved, and 
        except that neither this paragraph nor any other 
        provision of this chapter shall create a private right 
        of action under this chapter; and
          (10) do any other act necessary and proper to carry 
        out the purposes of the corporation.
  (c) Powers related to amateur athletics and the Olympic 
Games.--The corporation may--
          (1) serve as the coordinating body for amateur 
        athletic activity in the United States directly related 
        to international amateur athletic competition;
          (2) represent the United States as its national 
        Olympic committee in relations with the International 
        Olympic Committee and the Pan-American Sports 
        Organization and as its national Paralympic committee 
        in relations with the International Paralympic 
        Committee;
          (3) organize, finance, and control the representation 
        of the United States in the competitions and events of 
        the Olympic Games, the Paralympic Games, and the Pan-
        American Games, and obtain, directly or by delegation 
        to the appropriate national governing body, amateur 
        representation for those games;
          (4) recognize eligible amateur sports organizations 
        as national governing bodies for any sport that is 
        included on the program of the Olympic Games or the 
        Pan-American Games, or as paralympic sports 
        organizations for any sport that is included on the 
        program of the Paralympic Games;
          (5) facilitate, through orderly and effective 
        administrative procedures, the resolution of conflicts 
        or disputes that involve any of its members and any 
        amateur athlete, coach, trainer, manager, 
        administrator, official, national governing body, or 
        amateur sports organization and that arise in 
        connection with their eligibility for and participation 
        in the Olympic Games, the Paralympic Games, the Pan-
        American Games, world championship competition, the 
        Pan-American world championship competition, or other 
        protected competition as defined in the constitution 
        and bylaws of the corporation; and
          (6) provide financial assistance to any organization 
        or association, except a corporation organized for 
        profit, in furtherance of the purposes of the 
        corporation.

  Sec. 220509. Resolution of disputes

  (a) General.--The corporation shall establish and maintain 
provisions in its constitution and bylaws for the swift and 
equitable resolution of disputes involving any of its members 
and relating to the opportunity of an amateur athlete, coach, 
trainer, manager, administrator, or official to participate in 
the Olympic Games, the Paralympic Games, the Pan-American 
Games, world championship competition, or other protected 
competition as defined in the constitution and bylaws of the 
corporation. In any lawsuit relating to the resolution of a 
dispute involving the opportunity of an amateur athlete to 
participate in the Olympic Games, the Paralympic Games, or the 
Pan-American Games, a court shall not grant injunctive relief 
against the corporation within 21 days before the beginning of 
such games if the corporation, after consultation with the 
chair of the Athletes' Advisory Council, has provided a sworn 
statement in writing executed by an officer of the corporation 
to such court that its constitution and bylaws cannot provide 
for the resolution of such dispute prior to the beginning of 
such games.
  (b) Ombudsman.--(1) The corporation shall hire and provide 
salary, benefits, and administrative expenses for an ombudsman 
for athletes, who shall--
          (A) provide independent advice to athletes at no cost 
        about the applicable provisions of this chapter and the 
        constitution and bylaws of the corporation, national 
        governing bodies, a paralympic sports organizations, 
        international sports federations, the International 
        Olympic Committee, the International Paralympic 
        Committee, and the Pan- American Sports Organization, 
        and with respect to the resolution of any dispute 
        involving the opportunity of an amateur athlete to 
        participate in the Olympic Games, the Paralympic Games, 
        the Pan-American Games, world championship competition 
        or other protected competition as defined in the 
        constitution and bylaws of the corporation;
          (B) assist in mediating any such disputes; and
          (C) report to the board of directors and the 
        Athletes' Advisory Council on a regular basis.
  (2)(A) The procedure for hiring the ombudsman for athletes 
shall be as follows:
          (i) The Athletes' Advisory Council shall provide the 
        [corporation's executive director] board of directors 
        with the name of one qualified person to serve as 
        ombudsman for athletes.
          [(ii) The corporation's executive director shall 
        immediately transmit the name of such person to the 
        corporation's executive committee.
          [(iii) The corporation's executive committee shall 
        hire or not hire such person after fully considering 
        the advice and counsel of the Athletes' Advisory 
        Council. If there is a vacancy in the position of the 
        ombudsman for athletes, the nomination and hiring 
        procedure set forth in this paragraph shall be followed 
        in a timely manner.]
            (ii) The board of directors shall hire or not hire 
        such person after fully considering the advice and 
        counsel of the Athlete's Advisory Council.
  (B) The [corporation] board of directors may terminate the 
employment of an individual serving as ombudsman for athletes 
only if--
          (i) the termination is carried out in accordance with 
        the applicable policies and procedures of the 
        corporation;
          (ii) the termination is initially recommended [to the 
        corporation's executive committee by either the 
        corporation's executive director] by 1 or more members 
        of the board of directors or by the Athletes' Advisory 
        Council; and
          (iii) the [corporation's executive committee] board 
        of directors fully considers the advice and counsel of 
        the Athletes' Advisory Council prior to deciding 
        whether or not to terminate the employment of such 
        individual.

  Sec. 220511. Report

  [(a) Submission to President and Congress.--The corporation 
shall, on or before the first day of June, 2001, and every 
fourth year thereafter, transmit simultaneously to the 
President and to each House of Congress a detailed report of 
its operations for the preceding 4 years, including--
          (1) a complete statement of its receipts and 
        expenditures;]
  (a) Biennial Report.--On or before the first day of June of 
every other year, the corporation shall transmit simultaneously 
to the President and to each House of Congress a detailed 
report of its operations for the preceding 2 years, including--
          (1) annual financial statements--
                  (A) audited in accordance with generally 
                accepted accounting principles by an 
                independent certified public accountant; and
                  (B) certified by the chief executive officer 
                and the chief financial officer of the 
                corporation as to their accuracy and 
                completeness;
          (2) a comprehensive description of the activities and 
        accomplishments of the corporation during such [4-year 
        period;] 2-year period;
          (3) data concerning the participation of women, 
        disabled individuals, and racial and ethnic minorities 
        in the amateur athletic activities and administration 
        of the corporation and national governing bodies; and
          (4) a description of the steps taken to encourage the 
        participation of women, disabled individuals, and 
        racial minorities in amateur athletic activities.
  (b) Availability to public.--The corporation shall make 
copies of the report available to interested persons free of 
charge on its website (or via a similar medium that is widely 
available to the public), and otherwise at a reasonable cost.

                SUBCHAPTER II. NATIONAL GOVERNING BODIES

  Sec. 220522. Eligibility requirements

  (a) General.--An amateur sports organization is eligible to 
be recognized, or to continue to be recognized, as a national 
governing body only if it--
          (1) is incorporated under the laws of a State of the 
        United States or the District of Columbia as a not-for-
        profit corporation having as its purpose the 
        advancement of amateur athletic competition;
          (2) has the managerial and financial capability to 
        plan and execute its obligations;
          (3) submits--
                  (A) an application, in the form required by 
                the corporation, for recognition as a national 
                governing body;
                  (B) a copy of its corporate charter and 
                bylaws; and
                  (C) any additional information considered 
                necessary or appropriate by the corporation;
          (4) agrees to submit to binding arbitration in any 
        controversy involving--
                  (A) its recognition as a national governing 
                body, as provided for in section 220529 of this 
                title, upon demand of the corporation; and
                  (B) the opportunity of any amateur athlete, 
                coach, trainer, manager, administrator or 
                official to participate in amateur athletic 
                competition, upon demand of the corporation or 
                any aggrieved amateur athlete, coach, trainer, 
                manager, administrator or official, conducted 
                in accordance with the Commercial Rules of the 
                American Arbitration Association, as modified 
                and provided for in the corporation's 
                constitution and bylaws, except that if the 
                Athletes' Advisory Council and National 
                Governing Bodies' Council do not concur on any 
                modifications to such Rules, and if the 
                [corporation's executive committee] board of 
                directors is not able to facilitate such 
                concurrence, the Commercial Rules of 
                Arbitration shall apply unless at least two-
                thirds of the corporation's board of directors 
                approves modifications to such Rules;
          (5) demonstrates that it is autonomous in the 
        governance of its sport, in that it--
                  (A) independently decides and controls all 
                matters central to governance;
                  (B) does not delegate decision-making and 
                control of matters central to governance; and
                  (C) is free from outside restraint;
          (6) demonstrates that it is a member of no more than 
        one international sports federation that governs a 
        sport included on the program of the Olympic Games or 
        the Pan-American Games;
          (7) demonstrates that its membership is open to any 
        individual who is an amateur athlete, coach, trainer, 
        manager, administrator, or official active in the sport 
        for which recognition is sought, or any amateur sports 
        organization that conducts programs in the sport for 
        which recognition is sought, or both;
          (8) provides an equal opportunity to amateur 
        athletes, coaches, trainers, managers, administrators, 
        and officials to participate in amateur athletic 
        competition, without discrimination on the basis of 
        race, color, religion, sex, age, or national origin, 
        and with fair notice and opportunity for a hearing to 
        any amateur athlete, coach, trainer, manager, 
        administrator, or official before declaring the 
        individual ineligible to participate;
          (9) is governed by a board of directors or other 
        governing board whose members are selected without 
        regard to race, color, religion, national origin, or 
        sex, except that, in sports where there are separate 
        male and female programs, it provides for reasonable 
        representation of both males and females on the board 
        of directors or other governing board;
          (10) demonstrates, based on guidelines approved by 
        the corporation, the Athletes' Advisory Council, and 
        the National Governing Bodies' Council, that its board 
        of directors and other such governing boards have 
        established criteria and election procedures for and 
        maintain among their voting members individuals who are 
        actively engaged in amateur athletic competition in the 
        sport for which recognition is sought or who have 
        represented the United States in international amateur 
        athletic competition within the preceding 10 years, 
        that any exceptions to such guidelines by such 
        organization have been approved by the corporation, and 
        that the voting power held by such individuals is not 
        less than 20 percent of the voting power held in its 
        board of directors and other such governing boards;
          (11) provides for reasonable direct representation on 
        its board of directors or other governing board for any 
        amateur sports organization that--
                  (A) conducts a national program or regular 
                national amateur athletic competition in the 
                applicable sport on a level of proficiency 
                appropriate for the selection of amateur 
                athletes to represent the United States in 
                international amateur athletic competition; and
                  (B) ensures that the representation reflects 
                the nature, scope, quality, and strength of the 
                programs and competitions of the amateur sports 
                organization in relation to all other programs 
                and competitions in the sport in the United 
                States;
          (12) demonstrates that none of its officers are also 
        officers of any other amateur sports organization 
        recognized as a national governing body;
          (13) provides procedures for the prompt and equitable 
        resolution of grievances of its members;
          (14) does not have eligibility criteria related to 
        amateur status or to participation in the Olympic 
        Games, the Paralympic Games, or the Pan-American Games 
        that are more restrictive than those of the appropriate 
        international sports federation; and
          (15) demonstrates, if the organization is seeking to 
        be recognized as a national governing body, that it is 
        prepared to meet the obligations imposed on a national 
        governing body under sections 220524 and 220525 of this 
        title.
  (b) Recognition of paralympic sports organizations.--For any 
sport which is included on the program of the Paralympic Games, 
the corporation is authorized to designate, where feasible and 
when such designation would serve the best interest of the 
sport, and with the approval of the affected national governing 
body, a national governing body recognized under subsection (a) 
to govern such sport. Where such designation is not feasible or 
would not serve the best interest of the sport, the corporation 
is authorized to recognize another amateur sports organization 
as a paralympic sports organization to govern such sport, 
except that, notwithstanding the other requirements of this 
chapter, any such paralympic sports organization--
          (1) shall comply only with those requirements, 
        perform those duties, and have those powers that the 
        corporation, in its sole discretion, determines are 
        appropriate to meet the objects and purposes of this 
        chapter; and
          (2) may, with the approval of the corporation, govern 
        more than one sport included on the program of the 
        Paralympic Games.

                             * * * * * * *

                       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 report to the chief executive officer of 
                the corporation.
                  (B) Certain parties.--Notwithstanding 
                subparagraph (A), the chief ethics officer 
                shall report to the ethics committee whenever 
                an alleged violation involves--
                          (i) senior management or directors of 
                        the corporation;
                          (ii) officers or directors of a 
                        member organization;
                          (iii) a bid city; or
                          (iv) the International Olympic 
                        Committee.
  (c) Ethics Policy.--The ethics committee shall establish an 
ethics policy for the corporation, subject to the approval of 
the board of directors, modeled upon the best practices used in 
corporate and government offices. The policy shall include--
          (1) a conflict of interest policy;
          (2) an anti-discrimination policy;
          (3) a workplace harassment policy;
          (4) a gift, travel reimbursement, honorarium, and 
        outside income policy;
          (5) a financial propriety policy, including a 
        prohibition on loans to corporation officers and 
        employees;
          (6) a bid-city policy which includes a transparent 
        and objective set of criteria published in advance by 
        which the corporation will choose a United States city 
        to submit a bid to the International Olympic Committee 
        for an Olympic games, which adheres in all respects to 
        the rules and ethics guidelines of the Olympic Charter 
        and the International Olympic Committee, and which 
        applies to the leaders and staff of a city, or 
        organizations representing a bid city, that file an 
        official bid with the corporation to host Olympic 
        games;
          (7) potential sanctions and penalties for violations 
        of the ethics policy, which may include removal from 
        corporation duties;
          (8) a procedure for reporting and investigating 
        potential ethics violations; and
          (9) procedures to assure due process for any 
        individual accused of an ethics violation, including--
                  (A) a timely hearing before the ethics 
                committee;
                  (B) the right to be represented by counsel; 
                and
                  (C) access to all documentation and 
                statements that would be used in an ethics 
                proceeding against that individual.
  (d) Written Statement Required.--All members of the board, 
employees, and officers, directors of member organizations, and 
leaders or representatives of United States bid cities must 
sign a statement that they have read the corporation's ethics 
policy and agree to abide by its rules.
  (e) Ethics Committee Adjudication of Violations.--When the 
ethics committee determines that an individual has violated the 
corporation's ethics policy, it will report to the Board and 
may make recommendations for action to be taken.
  (f) Investigation, Reporting, and Review Procedures.--The 
ethics committee shall establish a procedure for the prompt 
review and investigation of ethics violations, and establish 
regular reporting and review procedures to document the number 
and types of complaints or issues brought to the ethics 
committee and the ethics officer.
  (g) Outside Counsel.--The ethics committee may hire outside 
counsel to conduct investigations, report findings, and make 
recommendations.
  (h) Bid City Defined.--In this section, the term `bid city' 
means 1 or more cities, States, regional organizations, or 
other organizations that file an official bid with the 
corporation to be chosen as the site nominated by the United 
States to the International Olympic Committee to host an 
Olympic Games.