During a special meeting April 13, the Breeders’ Cup members and trustees approved changes to the organization’s by-laws, including longer terms for members and directors.
According to a release, the changes follow a review of Breeders’ Cup’s corporate governance by a committee formed last September.
“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,” said committee chairman and director Tom Ludt in a statement.
The Breeders’ Cup board of directors is scheduled to meet April 14.
The by-law changes were:
--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.
--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.
--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.
According to the Breeders’ Cup, 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 release stated.
The Breeders’ Cup board of directors will convene for a regularly scheduled meeting on June 14.