February 2022 ABA Board Meeting

Day One — February 9, 1:00 pm – 5:15 pm ET

The February Board meeting began with a welcome from the Board’s new president, Christine Onorati of WORD Bookstores in New York and New Jersey. As former Co-Vice President, in accordance with ABA bylaws, Christine succeeded Brad Graham when he resigned from the presidency.

Christine and Co-Vice President/Secretary Kelly Estep announced the results of the Board election to fill the Co-Vice Presidency position that Christine’s succession left vacant. They announced Angela María Spring as ABA’s new Co-Vice President. (The Board election results were visible only to ABA CFO PK Sindwani.) Note: The members voted on the bylaws change that allows for two Vice Presidents last year. This Board decision was made to improve the pipeline to the presidency, and reflects our commitment to equity and transparency wherever possible.

Next, Board members conveyed any dualities of interest that might be pertinent to the agenda planned for the three-day meeting, a procedure that this Board added last year to strengthen governance. (They also made the decision last year to disclose all Board Director dualities of interest on Bookweb for full transparency.)

CEO Allison Hill then gave a reminder that ABA's Ends Policies prioritize a “commitment to antiracism, equity, access, and representation.” This is a new and ongoing addition to agendas to help the Board be mindful of this commitment during their discussions.

Due to COVID, this Board has never met in person, only on Zoom. In an effort to connect and set a supportive tone for the meeting, the Board Directors and ABA senior staff (ABA CEO Allison Hill, ABA COO Joy Dallanegra-Sanger, ABA CFO PK Sindwani, and ABA’s new CCO Ray Daniels), did a quick check-in about what was going on with everyone personally and at their stores — something positive and something challenging.

For Board education and as part of their futurecasting responsibility, the Board participated in an interactive presentation with futurist Jane McGonigal to help them learn how to think about the future of bookselling. Jane is a NYT bestselling author and one of Fast Company’s “Top 100 Creative People in Business.” Her newest book is Imaginable: How to See the Future Coming and Feel Ready for Anything―Even Things that Seem Impossible Today and she is doing a keynote at the upcoming Snow Days with Board directors and BAC members facilitating bookseller-to-bookseller discussions on the topic immediately following.

As part of their fiduciary responsibility, the Board met with representatives from Williams Jones (WJ), ABA’s wealth managers, for a presentation and discussion about the ABA endowment that helps fund the organization. WJ reported that ABA’s endowment is healthy and well diversified to mitigate risk. They touched on economic trends and on the positive impact of the socially-responsible investing criteria that the Board added to ABA’s investment policy recently. As a follow up, the finance committee will schedule a meeting with WJ to discuss the Environmental, Social & Governance (ESG) criteria and to monitor its impact more fully and report back to the full Board.

Day Two — February 10, 1:00 pm – 5:00 pm ET

Day Two focused on governance, board responsibilities, and CEO compliance, as well as board education about an industry trend.

CEO compliance reports are a governance tool to monitor whether the CEO is in compliance within the stated executive limitations, and is achieving the ends policies or goals of the association. One of the compliance reports is on financials. Allison and PK presented the ABA’s Q1 Financials and 2022 Projection Review. The association is on budget for the year aside from the yet unknown lost revenue from the cancellation of Winter Institute. ABA’s A/R and A/P report were also shared with the Board, an addition that Allison made to improve accountability and transparency during her tenure. The Board was provided with a Budget Worksheet, Financial Report, A/R and A/P Reports, and Financial Summary in board docs prior to the meeting.

ABA’s governance policies also require an annual audit of ABA’s financials by an outside company. (Note: This is year two with a new auditor after fourteen years with the previous auditor. The change was prompted by a CEO & CFO recommendation and was seen as due diligence on the board’s part in creating checks and balances; a new auditor might note things that a previous auditor missed. Also, a change in auditors periodically protects against any internal collusion.) The report from the auditor was “clean,” meaning no illegal activities or significant concerns were found. The auditor stated that ABA met or exceeded two important benchmarks: Organizations should have at least three months cash on hand and ABA has three months cash on hand to run the organization. Program expenses should account for at least 70% of an organization’s budget and ABA’s programming accounts for 72% of its budget. In accordance with ABA’s governance policy, the audit committee had met with the auditor previously to discuss both the audit process and, in a subsequent meeting, his findings. The Board received the audit report ahead of the meeting, heard the auditor’s representation, then voted to approve the audited financial report.

As part of their futurecasting and Board education, the Board met with a labor attorney from ABA’s general counsel’s office to ask questions about unions. Mark Konkel represents owners but is pro-worker and knowledgeable about unions from the perspective of both employers and employees. He answered very general questions for the group about how the unionization process works and what bookstores and booksellers need to know.

In addition to the financial compliance report mentioned above, there are several other monitoring and compliance reports that help the Board oversee the CEO’s work for the association:

Treatment of Staff Compliance Report: The Board reviewed the results of an anonymous staff survey about Allison’s treatment of staff. The results showed that Allison has been keeping staff informed about various checks and balances that she has added to ABA during her tenure — an anonymous compliance and HR hotline, access to an HR vendor, and sexual harassment training — and has not exceeded the ABA’s CEO limitations.

Ends Policy Monitoring Reports: The Board writes ABA’s Ends Policies which are the desired outcomes of ABA’s work. It’s the CEO’s job to interpret those ends; in other words, determine how to achieve those outcomes, and establish metrics to measure success. The CEO then reports annually on those metrics. The Board reviewed Allison’s monitoring report for Ends Policy 2.0 and determined that she met the benchmarks and was interpreting the ends in line with the Board’s intention when setting the outcome. (Allison also writes a quarterly CEO report highlighting ABA’s work, or the means the ABA staff are working on to meet the ends policies or desired outcomes.)

CEO Communication Compliance Report: The Board reviewed the results of an anonymous survey about Allison’s communication with the Board as part of the requirement to do a Board monitoring report on CEO communication. Allison’s communication with the Board was found to meet expectations, with one Board member stating that they were too new to know yet.

Board housekeeping at the meeting included: Upcoming Board Dates and Actions, travel plans for the May in-person Board meeting, their upcoming  participation in Snow Days, Children's Institute, upcoming publisher meetings, and the appointment of the new nominating chair, Jake.

Day Three — February 11, 1:00 pm – 5:00 pm ET

Day Three of the meeting included: a discussion of the Board Director vacancy created when Brad resigned and Christine succeeded him, with follow-up steps outlined, and preparation for the upcoming Town Hall including tech review and review of questions submitted ahead of time by members.

The Board then excused staff to talk about the upcoming CEO review. This will be Allison’s first review as CEO. Everyone then reconvened for a final happy (half) hour to discuss what they are reading.

An anonymous survey was sent to the Board immediately following the meeting to evaluate how the meeting went. The average score in every category was a 4.6 out of 5. Comments were:

• “This was the most productive meeting I have been to since I've been on the board.”
• “The meeting moved along, we got things done, the conversation was meaningful and proactive, and I didn't leave the meeting exhausted or stressed out.”
• “I felt a sense of deeper commitment and trust, from myself but I think also from everyone.”
• “This was a great meeting. It felt efficient and productive and it felt more personal and connected.”
• “The structure, discussion and organization of the meeting felt entirely different and more inclusive under our new leadership. It was refreshing and made me feel hopeful.”
• “...it was an intensely thoughtful three days.”
• “The session with Jane was especially interesting. Also enjoyed the Union conversation.”
• “I want to thank Christine. I know stepping up as the President was hard, and I appreciate her and all she is doing.”