News

November 29, 2007 9.14am

On November 27, 2007 representatives of the NSCA Board of Directors and representatives of the NSCA Certification Commission Executive Council met with the mediator for a second time in Denver, Colorado. The purpose of this second mediation session was to further explore possibilities for resolving the lawsuit filed by the Certification Commission Executive Council against the NSCA. The parties are pleased to report that the mediation was successful.

The parties agreed that the lawsuit will be dismissed. The NSCA Board and the NSCA Certification Commission Executive Council agreed that the NSCA members will have the opportunity to vote on amendments to Article X of the NSCA Bylaws that are being proposed by the NSCA Board of Directors as well as a process for presenting their respective positions on the Bylaw amendments. The parties have agreed to be bound by the outcome of the membership vote on the proposed amendments to Article X and that the vote will resolve all legal disputes and claims that were raised in the lawsuit. It was also agreed that no changes will be made or sought by the NSCA regarding the existence, governance, management, personnel and operations of the Certification Commission, including any move of the Certification Commission offices from Lincoln, Nebraska or any sale of the Certification Commission headquarters building in Lincoln, Nebraska, until after the outcome of the membership vote is known.

November 12, 2007 3.26pm

On November 8, 2007 representatives of the NSCA Board of Directors met in Denver, Colorado with representatives of the NSCA Certification Commission Executive Council and one of Denver’s leading mediators. The purpose of the all-day mediation session was to explore possibilities for resolving the lawsuit filed by the Certification Commission Executive Council against the NSCA. While the parties had productive discussions, they were unable to resolve matters. Therefore, another mediation session has been scheduled for November 27, 2007. The NSCA Board of Directors is committed to an outcome that protects the interests of the NSCA membership, preserves the integrity of the NSCA governance process, results in proper accountability of the NSCA Certification Commission to the NSCA, and continues to permit and encourage the NSCA Certification Commission, as the certification arm of the NSCA, to successfully carry out essential certification activities.

October 30, 2007 1.26pm

The NSCA filed its Answer to the suit on Monday, October 29, 2007, effectively denying the allegations made by the NSCA Certification Commission Executive Council. As a part of its response, the NSCA is asking the Court to find that various actions and activities of the NSCA Certification Commission Executive Council have exceeded its responsibility over essential certification activities. The NSCA is seeking to confirm that the NSCA members have the right to amend provisions of its Bylaws pertaining to the Certification Commission without the Certification Commission Executive Council having a veto over such amendments.

The lawsuit reflects very serious and unfortunate differences between the NSCA and its Certification Commission. These differences essentially relate to the meaning and scope of essential certification activities. In an effort to resolve these differences and to hopefully avoid further proceedings in the lawsuit and legal expenses, the NSCA Board of Directors proposed that the parties meet with a mediator. The Certification Commission Executive Council has agreed to this. Therefore, a mediation session will be held in Denver, Colorado on November 8. We will report the outcome of the mediation at its conclusion.

September 18, 2007 10.13am

The recent filing of a lawsuit by the NSCA Certification Commission Executive Council against the NSCA and its Board of Directors has prompted NSCA members to ask "what is this all about?" While it is our policy not to comment on specifics of pending litigation, due to the increasing spread of serious misinformation, the NSCA Board of Directors wants to respond briefly to your inquiries.

What is the relationship between the NSCA and the NSCA Certification Commission?

The Certification Commission is the certification arm of the NSCA.
It exists under the Bylaws of the NSCA.
It is not a separate legal entity - it is a part of and a sub-group within the NSCA.
It does not have its own taxpayer identification number (TIN) or tax-exempt status, but uses the NSCA TIN and enjoys tax-exemption under the NSCA's 501(c)(3) status.
The employees of the Certification Commission are employees of the NSCA.
The Certification Commission building in Lincoln is owned by the NSCA.
The value/equity of the NSCA certifications (NCSA-CPT and CSCS) is derived from the NSCA brand. The Certification Commission does not have a separate brand.

What is the nature of the dispute?

The Certification Commission takes a position which effectively means that it takes only two members of the Commission Executive Council to prevent either the Board of Directors or the NSCA members from amending the NSCA Bylaws. In short, two members (who are not even elected just by NSCA members), can block 28,000 NSCA members from even being asked to consider crucial changes in its structure and management.
Your Board must operate the NSCA in a sound and responsible manner to protect the members' interests, its business and its financial integrity, specifically including its tax exempt status as a 501(c)(3) entity. The Commission has declined to be accountable to the Board or to the NSCA membership with respect to a variety of governance, management, financial, employment, contractual, legal and tax matters. For example, the Commission refuses to allow the NSCA auditors to examine its financial records, thereby jeopardizing the NSCA’s tax exempt status; it has, without Board knowledge or approval, established a second pension plan but refuses to provide copies of the plan documents that could, if unchanged, subject all NSCA employees to serious adverse tax consequences; it has refused to advise the Board about its contracts; and has spent large sums to resolve an employment matter without advising the Board in advance what it had done to necessitate such a payment.
Your Board desires to give the NSCA members the opportunity to amend Article X of the NSCA Bylaws in order to assure that the Commission’s authority over "essential elements of certification" are preserved and protected, while at the same time allowing the Board to exercise its authority and responsibilities as a board of directors over the affairs of the NSCA and protect the NSCA from potentially damaging actions by the Commission.
Your Board has decided that the Commission offices should be moved from Lincoln to Colorado Springs and be consolidated within the offices of the NSCA, in order to achieve considerable cost savings and efficiencies. The Board has been assured by agencies that accredit the NSCA certification programs that this move is not an interference with the Commission’s authority over “essential elements of certification.”

The NSCA Board of Directors has attempted to resolve the dispute:

In the latter part of 2006 your Board attempted to reach a written understanding with the Commission to resolve their points of difference. The Board provided a draft Memorandum of Understanding, to which the Commission has never responded, despite repeated requests for a response.
Your Board expressed to the Commission on various occasions the desire that representatives of the Board and the Commission meet in an effort to mediate a resolution of areas of disagreement. The Commission rejected these efforts.

What is the lawsuit about?

The Commission alleges that it has absolute autonomy to determine such matters as the location of the Commission's office, whether to enter into contracts and the right to oversee the Commission's financial, business and legal affairs, without input, advice or approval from the Board, and without giving the Board notice of its actions. Other than as to matters involving the Commission’s authority over "essential elements of certification," the Board disagrees and believes such a position jeopardizes the NSCA.
The lawsuit alleges that the Board is violating the NSCA Bylaws and the Commission’s Code of Rules and Regulations by asking that the members be allowed to vote on amendments to Article X of the NSCA Bylaws and by deciding to move the Commission offices from Lincoln to Colorado Springs. The Board disagrees and believes that it is legally justified with its actions and is complying with the NSCA Bylaws and the Code of Rules and Regulations.
The lawsuit also asks the Court to enjoin the Board from conducting any certification-related activities, including pursuing certification-related contracts in China. The Board is not doing any of those things. While the Board has approved an affiliation agreement with the Shanghai Technical Sports Institute, it has nothing to do with certification activities. The agreement specifically excludes products produced for or by the Commission.

In short, your Board is attempting to fulfill its responsibilities as a board of directors with respect to governance, management, financial, employment, contractual, legal and tax related matters of the NSCA - and to hold the Certification Commission Executive Council accountable to the Board and to the NSCA membership with respect to such matters.

Important News for NSCA Members

On September 17, 2007 the NSCA Certification Commission Executive Council filed a lawsuit against the NSCA and its Board of Directors in Colorado State court. In the suit, filed in Colorado Springs, Colorado, the Certification Commission Executive Council seeks to prevent the NSCA and its Board of Directors from exercising rights that the NSCA Board believes it and the NSCA have with respect to activities of the NSCA Certification Commission. The NSCA Board of Directors believes that the claims of the Certification Commission Executive Council are without merit and the NSCA intends to vigorously defend the suit. The NSCA and its Board of Directors have no further comment on the suit consistent with the policy of not otherwise discussing pending litigation.

Lee E. Brown, EdD, CSCS*D, FNSCA
NSCA President