Wednesday, April 13, 2011

The Breeders’ Cup Members and Trustees convened Wednesday for a special meeting to consider changes to the corporation’s by-laws.  The following actions were approved:

  • The term “Trustee” was deleted from the official name of the larger body, whose participants will now be referred to as Members. The term “Board” was deleted from the Members body to avoid confusion with the identity of the Board of Directors.
  • Members shall serve four-year terms and Member elections will take place every other year.   The election of Members will be staggered with 19 Members elected in 2012 and 20 Members elected in 2014. Under the former system, Members served three-year terms.
  • Directors shall serve four-year terms on the Breeders’ Cup Board of Directors instead of the current two-year terms. The election of the Directors, as conducted annually by the Members, shall be staggered with the election of three directors in July, followed by three in 2012, three in 2013 and four in 2014.
  • To enact the new by-laws regarding staggered elections, a blind draw was conducted to determine the status of the six Directors with terms expiring this year. The three Directors whose terms will expire this year are Robert Manfuso, Richard Santulli and Duncan Taylor. The three Directors whose terms have been extended until 2012 are Tom Ludt, Clem Murphy and Oliver Tait. It is expected that the three Directors with expiring terms, along other Members, will self- nominate for the July election of Directors.
  • The term for the Chairman and Vice-Chairman shall each be two years with a limit of two consecutive two-year terms. Under the former system, the elections of Chairman and Vice Chairman were held every year. 
  • Directors failing to attend in-person three consecutive meetings cease being a Director unless excused for good cause.

These changes follow a review of Breeders’ Cup’s corporate governance by a committee formed by the Board last September.  Committee Chairman and Director Tom Ludt commented: “These changes in lengthening the terms of service for Members and Directors will allow those individuals to provide greater continuity, experience and efficiency in serving Breeders’ Cup over a sustained period of time.”

The Breeders’ Cup Board of Directors will convene for a regularly scheduled meeting on Thursday.