What Happened to the USHJA Foundation Board of Directors?

The recent resignation of eleven members of the USHJA Foundation Board of Directors has sparked controversy and debate within the hunter/jumper industry. The President of the USHJA, Mary Babick, has only recently been able to speak to the events leading up to the exodus.
The Plaid Horse caught up with Mary via telephone on Monday. The following is the transcript of our interview. We have had one side of the story via social media and the USHJA Foundation press release. Here is the other.

TPH: I think that one of the most basic needs that we face here is defining both the USHJA and the USHJA Foundation. What is the genesis of each, what is the function of each, and what are the differences between them?

MB: The USHJA is the recognized affiliate of the USEF for the hunter/jumper sport. It is our job to represent the sport in terms of rules, communications, education. Those are our mandates, and funding teams for jumpers below a certain level. The Foundation’s job is to raise money for USHJA programs as a Type One Supporting Organization piece and also to raise money for the sport in general. That would be things like the Hamel Scholarship, the Gochman Grant, things of that nature and horseman’s assistance of course.

TPH: But the USHJA is also affiliated with the USEF. So how do they represent the hunter/jumpers how do they speak into the USEF?

MB: The USEF is the national governing body of horse sport in the United States and underneath the USEF are all of the different disciplines and breeds. So dressage has their own association, eventing has their own association, arabians, etc. etc. And we are the ones who represent the hunter/jumper side of the sport.

TPH: Does the USHJA make laws for the hunter/jumper sport?

MB: What we do is we propose rule changes and vet them. And USEF has the final say whether rules are put in the rulebook or not. And then they are the regulator. We have no regulatory powers whatsoever.

TPH: Right, so the USHJA represents the hunter/jumper membership, and the USHJA Foundation is a money-raising arm. Do we need both of these organizations? If so, why?

MB: The Foundation was formed in 2008 as an entity separate from the USEF. It was thought that people would not donate money to USHJA, where they would donate money to an actual foundation that was separate from USHJA.

TPH: And what is the logic of that? Do you feel that is true? If so, why?

MB: I do not feel that is true, but if you ask people who are very involved in philanthropic endeavors, they see that having the word foundation attached to it gives it a separation that is important to donors.

TPH: So you do believe that it is important to keep both of these entities separate and at a distance?

MB: Me personally, no. I do not. But I like to listen to my experts and my experts tell me it is important, so therefore I will agree with them.

TPH: So that is your stance- to keep the Association and the Foundation and have them be separate?

MB: Not sure I want to say that because I’m not sure our Board is going to go on that. You know there are purposes on each side, this is our Board discussion on the 31st, what do we want to do? Or do we want to have a separate foundation or do we want to stuff the Foundation into the Association? In either case, the Foundation will continue as the philanthropic, money raising arm of USHJA. But that is a Board decision.

TPH: Ok, that’s fair enough. So explain what the structure of each of these entities. The USHJA has a Board of Directors. What is their function?

MB: The Board’s function is first the highest authority of USHJA and they’re the final say. They are where the buck stops, basically. And people come to the Board for different things, some come from the working groups, some are independents that are elected, some are officers that are elected, some are specific hunter or jumper people that are elected. But they’re all elected by the Board itself.

TPH: You say that “the buck stops there,” what stops there? What exactly are they supposed to do? What does their power wield?

MB: What’s the best way to say that? So rule changes, they are the final, right before going to USEF, they are the final “yes” or “no” on rule changes, budgets, programs, program review, strategic direction, anything along those lines.

TPH: There’s a staff at the USHJA and we’ve heard the name Kevin Price bandied about on social media. Who is Kevin Price and what is the corporate structure of the USHJA?

MB: Kevin Price is our executive director. In the past we had a CEO with much greater powers than Kevin has. Kevin is our staff leader. He’s in charge of all our staff. And the President is in charge of leading the volunteers. It is the job of the Executive Director and the President to work in tandem to advance what the Board is asking for. So the Board provides strategic direction, Kevin works for the Board.

TPH: And the President is you, Mary Babick, and you sit on the Board, and you report to the Board?

MB: I do.

TPH: What are the mechanics and structure of the USHJA Foundation? In other words, the Foundation has its own Board of Directors, and how does their business work? How do they collect money and use resources to further their goals?

MB: They have a Board. Up until recently there were 15 people on their Board, one of which is an automatic appointment of the USHJA President, and the reverse is true as well, their President sat on the USHJA Board.
How do they collect money? Well, in two ways, they have no employees; their employees are actually USHJA employees that they reimburse USHJA for. They have a Funds Development Director who works hand in hand with the Foundation’s Director to find people who are philanthropically inclined and develop relationships with them. Some donate in an unrestricted fashion to just USHJA programs such as Emerging Athletes or Horsemanship Quiz Challenge. Some donate in a restricted fashion choosing the Gochman Grant or the Hamel Scholarship or Horseman’s Assistance. Not having any infrastructure whatsoever, they don’t have a staff. They don’t have an office; they don’t have a phone system. They are within USHJA.

TPH: They pay to use your infrastructure?

MB: They pay to use the USHJA infrastructure. It was the way the whole thing was set up from the beginning. They’re very tied in and this was a source of conversation over many months. Until I asked Kevin Price to step away from the Foundation because there was a level of unhappiness with him, he served as their Executive Director as well as ours. So as they became increasingly unhappy with him, I said to them, “Well, you guys could look into this and perhaps hire your own Executive Director, and your own Communications Department, and your own graphic designers.” But that comes a really huge cost to the Foundation and I think that doing that really needs to be carefully thought out because I’m not sure your donors want to see more money spent on those things.

TPH: Why were they unhappy with Kevin Price? Why did you get pressured to ask him to step away?

MB: Bill Moroney asked Kevin to look into the business differences between the USHJA and the Foundation quite some time ago. And Kevin did that, and they were, I don’t think they liked Kevin’s style at all. As this started to come out, I was just sitting in meetings with them and I could just see that they were like oil and water. Kevin is a really great guy, and the Foundation’s people are really great too. No point in having them so unhappy with each other. So, I asked him to take a step back away from it. While I did that, I was able to interview Jennifer Burger (USHJA Foundation Board President) and find out what kind of person she would like to have working for her. I interviewed her and found out the skill set that she wanted and I found her a new employee and that employee was hired by USHJA.

TPH: Who was the Executive Director when Kevin stepped away from the Foundation?

MB: They asked me to be their ED and I could not do that. I wanted this to work out, so I was willing to take a lot of Kevin’s responsibilities on my shoulders for that period of time. As their new coordinator came on, Kate Cattani, who is excellent, she was able to take up a lot of the things that Kevin was doing for them. She was able to provide a sort of conduit between Board members and Kevin and that really helped.

TPH: So now that we know the nuts and bolts of both the United States Hunter Jumper Association and the United States Hunter Jumper Foundation, we understand the differences in each. Tell us what has transpired over the past eight months that has led to the resignation of eleven board members from the Foundation last week. Give us a timeline of what went on, when this started, and how it resulted in this mass resignation.

MB: As Bill Moroney was transitioning to USEF and I was the Vice President of hunters, Bill asked me to work with Geoff Teall to solve some of the business differences that there were between USHJA and its Foundation.

TPH: What are business differences? Can you define that?

MB: The best way for me to put this is, you know how trainers at horse shows are, we want everything yesterday. If we say we want something done, our staff just leaps up and does it, because we live in a very fast paced environment. In bureaucracy, it’s not always that fast and that was all very problematic to them.

TPH: So the business differences are actually the mechanical… it’s the grant writing, the solicitations, the actual nuts and bolts?

MB: Yes, and that’s simple stuff. So in doing this, I worked on this for many months and the things that kept coming back to their dissatisfaction was the fact that they could not feel the need to be controlled by USHJA.

TPH: Were they not previously controlled by USHJA?

MB: The way they were incorporated in their tax status caused them to be controlled by USHJA, and it was always USHJA’s desire to have them under their control.

TPH: And that’s part of the requirements of a Type One Foundation, correct?

MB: Yes. And in a Type One Supporting Organization, you need to either be controlled, supervised or operated. And the original attorneys who wrote the bylaws had it “controlled by.”

TPH: So the Foundation when it was founded, when it was initiated, was controlled by the USHJA according to the bylaws?

MB: Absolutely, no question about that. And because that seemed to be something that made [the Foundation Board] very uncomfortable and they were uncomfortable with the attorneys opinion on this, I got a second opinion.

TPH: And your attorney’s opinion was that the Foundation was not controlled enough by the USHJA?

MB: Her opinion was that they needed to operate under the control tag.

TPH: What’s the control tag?

MB: Meaning that there was control between the supported and the supporting organizations.

TPH: Ok, so the supported (USHJA) organization was to control the supporting (Foundation) organization. When the Foundation realized that this had to be the relationship, that’s when the trouble started?

MB: Yes, that is when the trouble started.The USHJA is a New York corporation and the Foundation is a Kentucky corporation. So, I hired a Kentucky attorney who is a specialist in foundation law as well. Maybe USHJA’s attorney was incorrect,so I thought that getting the second opinion was a great idea. So we got a second opinion, and we found out that the first opinion was actually correct.

TPH: Let me just run this by again. In order to be the Type One Supporting Foundation, this relationship had to exist?

MB: Yes, and that is what a Type One organization is.

TPH: And the bylaws for the Foundation had to reflect this “supporting and supported” relationship?

MB: Yes.

TPH: Ok, so there was no grey area there?

MB: I think if you wanted to find a grey area, you could say as a Type One organization you could be controlled, operated, or supervised by the supported organization.

TPH: And what did you choose, which one?

MB: Controlled. And when I say that, what I did was I went back and looked at all of the documents that existed. I read all of the memos, all of the emails, I interviewed Bill Moroney just to find out, because I was not involved at that time, I was a member of USHJA but I don’t think I was on the Board in 2008. I was operating a little bit blind in the beginning of this, understanding this problem.

TPH: So when you went to the Foundation, the Board of Directors and you said, “The Foundation has to be controlled by the Association; the USHJA Foundation has to be controlled by the USHJA.” What was their response? How did this downward spiral start?

MB: There were so many ups and downs of the conversation.

TPH: This started 8 months ago, correct?

MB: I told them they needed to fix this in December.

TPH: They needed to fix their bylaws and that they are under the USHJA control?

MB: Yes, the attorney’s opinion came back that they needed to return to the original 2008 bylaw structure. We found a temporary solution for this problem by rearranging the Boards. We asked them at that time to amend their bylaws and they did sign a resolution at that time saying that they would amend their bylaws.

TPH: So it seems that in December that this was going to work out. You restructured the Board so that it looked as if the Association was controlling the Foundation, and it looked as if the bylaws were going to be amended, which would make everyone go home happy, correct?

MB: Yes.

TPH: Ok, that’s December and now we’re in July. How did all of this go south?

MB: I thought it would be best if we had a third party help us with the bylaws. So we used Howard Pike who has done a lot of work with USHJA and the Foundation over the years.

TPH: What is his background?

MB: He is an excellent facilitator and very, very knowledgeable in governance. Jennifer Burger and I met with him several times between January through March. We got the bylaws structured in a way that would work to fix this problem; got the language organized and got some light leaks fixed as well which aren’t important at all. We added a whistle-blower policy to that. And, we took those to the Foundation after Jennifer and I agreed on them and they were not satisfied with them.

TPH: Do you know why?

MB: I have to say that they, for whatever reason, did not seem to process that we were coming from a good place with our request.

TPH: So they felt that you wanted to control them and they were resistant to the control aspect?

MB: Yes, what I was trying to get across was that USHJA needed to appoint Board members that were trilingual and fluent in three languages: Foundation matters, fiduciary duty, and fundraising.

TPH: Well that sounds reasonable.

MB: Yes, and it was my intention to have Board members that were satisfactory to the Foundation.

TPH: Were there Board members in place that you thought were not satisfactory to the Foundation?

MB: The Foundation’s Board was about to go through a transition because some people were terming out, others were going to be up for election. So, no matter what, Jennifer Burger was going to lose part of her Board and people who were very, very instrumental in the Foundation. I think that that was really weighing heavily on her mind.

TPH: So losing some of the original Foundation-

MB: And that’s a hard moment, I mean USHJA has gone through that with no longer having Bill Moroney. It’s a big blow.

TPH: But how did facing a Board change influence the direction from March onward? If the Board change was naturally occurring?

MB: I don’t think they focused on that.

TPH: But, you brought that up as a factor on why things went south.

MB: I think that they didn’t understand that no matter what, they were going to have a major change to the Board.

TPH: Did you tell them that you intended to reseat the Board?

MB: I told them that once we get the by-laws straightened away, we will wait to reseat the Board until the elections in December. You are going to lose Board members anyway, and we will appoint new Directors then. I think all they heard was that they were going to lose key members of the Board, and that they were going to be replaced by others that they don’t want.

TPH: Did you have a new Board roster in mind that you presented to the Foundation?

MB: No, I had not gotten that far.

TPH: Do you personally pick new people or does the Board of the USHJA pick people?

MB: It is a little bit of both. A few of us would compile a list of names that I would bring forward to the Board. The USHJA Board would have voted yes or no on each candidate. By their majority vote, the Directors would have been appointed to the Foundation Board.

TPH: What does the composition of the Foundation Board look like?

MB: The bylaws say that the Board is to be comprised of Association members in the amount of 50% plus one. So, in a thirteen member Board, it would be 7 USHJA Directors and 6 Foundation Directors. The Foundation’s would be elected while the Association’s would be appointed.

TPH: Was the population of the Board the crux of the issue? Was this the game changer?

MB: No, it was not. The USHJA asked for three things in the by-laws. One was the 50% plus one. That was not a problem. The second was the inability to change that section of the by-laws ever again without USHJA’s written permission.That was also accepted. The game changer was the right of the USHJA to remove a Director with or without cause. It was the “without cause” that turned their stomach. They could not accept that.

TPH: So the resignation of 11 USHJA Foundation Board of Directors comes down to two words?

MB: Yes. Sadly.

TPH: Ok, so here we are. As you know, there has been a lot of press about this on social media- a lot of rumor, hyperbole, misinformation about this event. Why has it taken you and the USHJA so long to respond?

MB: We were ready to respond, but were blocked from responding in the period of time in which the Foundation Directors announced that they had resigned, but had not actually resigned.

TPH: Blocked by whom?

MB: By potential legal matters.

TPH: Mary, if it comes down to two words, why couldn’t you just take a pen and cross them out?

MB: That’s a lawyerly moment, of which I am clearly not a lawyer. First of all, to remove someone without cause would cause huge reputational damage to an organization unless there was darn good reason to do it. If you remove someone for cause, you have to define what cause is, and you open yourself up to litigation if you actually remove someone for cause.
In their mind, they worried that if the USHJA appointed Directors, and they voted in a way that the USHJA did not want them to, the USHJA would just remove them. I can say this, because I have said it in many meetings. When you are on a Board, you have to vote in the best interest of the Board that you are on. It is your fiduciary duty to do what’s in the best interest of that entity and not in the interest of the person that put you there. That is early level governance training.

TPH: That doesn’t show much faith in the USHJA Directors.

MB: No, trust is a fragile thing. Somewhere along the line it was damaged here.

TPH: Regarding the social media hubbub, is there any specific element of what is being said that you would like to dispel?

MB: I would like to dispel the bad rhetoric about Kevin Price and the fact that some people hold him accountable for this. It is not true. He is the staff leader, an employee of the Board. There should be no gun trained on Kevin Price.

TPH: If we have to lay this in the lap of any one person or any group, who would it be?

MB: I suppose if you had to lay it in someone’s lap, you could lay it in mine. But, I am not sure that I am even the right person.

TPH: That would imply that you were acting alone here.

MB: I wasn’t. I am not sure you could say that it was the fault of USHJA or say that it was the fault of the Foundation Board. I would lay it at the feet of a lack of trust. That saddens me so much.

TPH: I think that one of the reasons that this situation has garnered so much attention and vitriol is that some of the icons of the sport are involved in the resignations. Some of the 11 people that resigned are household names in the hunter/jumper world. How do we deal with moving the association into the future while respecting the time and expertise of the people who have given their life to this sport?

MB: I truly believe that no one person or persons are more important than the Association or the Foundation itself. If, God forbid, the USHJA Board was wiped out, the Association would continue. It has a strategic plan and people would be found to continue the good work… the Foundation is very strong and clear in what their direction is. The wonderful things that they have done..people will come and do that job. They will not do the same job, but they will do a good job with the same dedication. We will have to lick our wounds and move on.

TPH: Do you feel that the resignation of these 11 members will impede fundraising efforts?

MB: It will slow it down for a bit, sure. I do not think that it will be the demise of the Foundation.

TPH: What happens next?

MB: The USHJA Board has a meeting scheduled to sit down and make decisions about what is next. We will discuss what form the Foundation will take. From there, the lawyers will explain how we get from where we are to where we want to go. USHJA is moving forward unimpeded. Once the governance structure has been reenvisioned, we will move on from there. I am saddened that some of the Foundation Directors that resigned also resigned their other positions with the USHJA. I have encouraged them to continue on as valued volunteers.

TPH: This must have gotten personal at some point.

MB: It is personal every day, unfortunately. I am striving in every sense to remain businesslike. It is just business for me, although there are those who want to take it to a personal, emotional place. That’s hard. There have been some very unkind things said.

TPH: So, you are not playing some version of Game of Thrones and trying to knock off your competitors?

MB: (laughing). No, I admit that I have not watched Game of Thrones, but I hear it’s great. I have heard from many that I am a terrible President, and I have to tell you that the job is very hard. It is a lot of time and time on the road. I am not perfect, but I try to do a good job and am always trying to improve. But, that takes constructive conversation, not attacks.

TPH: So, Mary Babick, any regrets here?

MB: No. (Pause) Well, I am sorry that they are gone. But, there is nothing that I did that was not backed up by documents and facts. As sad as I am that it turned out this way, I feel confident that I did every piece of due diligence that I could. I worried that it would turn out this way and I am sorry that I was right.