February 2023 ABA Board Meeting Minutes

Friday, February 17, 4:00 pm – 8:30 pm PDT
Saturday,  February 18, 8:00 am – 8:30 pm PDT
Sunday, February 19, 9:00 am – 12:00 pm PDT

In Attendance

Danny Caine (Remote)
Diane Capriola
Jenny Cohen
Cynthia Compton
Jake Cumsky-Whitlock
Joy Dallanegra-Sanger (ABA COO)
Ray Daniels (ABA CCO)
Jeff Deutsch
Kelly Estep
Allison Hill (ABA CEO)
Christine Onorati
Raquel Roque (Remote)
PK Sindwani (ABA CFO)
Angela María Spring (Remote)
Tegan Tigani

Day One: Friday, February 17, 2023 4:00 pm – 8:30 pm PT

4:00 pm – 4:10 pm PT: Welcome, Call to Order, & Opening Statement (Christine, Kelly, Angela)

A reminder was shared that ABA's Ends Policies prioritize “a commitment to antiracism, equity, access, and representation” and that we want to prioritize that commitment as a Board and in this meeting.

4:15 pm – 4:20 pm PT: Disclosures 

Board Directors shared any Disclosures of Dualities of Interest and potential Conflicts of Interest pertaining to the meeting topics. Nothing new was disclosed.

4:20 pm – 4:25 pm PT: Minutes

Board reviewed and approved minutes from previous meetings.
October 2022: Tegan Tegani made a motion to accept the minutes. Jake Cumsky-Whitlock seconded. Motion passed.
January 2023: Diane Capriola made a motion to accept the minutes. Jake Cumsky-Whitlock seconded. Motion passed.

4:30 pm – 4:45 pm PT: Break

4:45 pm – 5:30 pm PT: Discussion of Board Appointment and Board Pipeline

The Board discussed board appointments and criteria for nominees. The decision was made to create a fact sheet with pertinent information to share with possible appointees and nominees.

There was further discussion of the Board pipeline and adherence to the Board’s commitment to diversity and meeting bylaws.

5:45 pm – 6:45 pm PT: CEO Report & Monitoring Report (Ends Policy 2.0)
Allison Hill presented her CEO report to the Board.

6:49 pm ET: Adjourn.

Day Two: Saturday, February 18, 2023 8:00 am – 8:30 pm PT

9:00 am – 9:10 am PT: Opening Statement & Housekeeping (Christine)

9:10 am – 9:55 am PT: Discussion of Upcoming Publisher Meetings

There was a discussion of the Board's involvement in the upcoming annual ABA meetings with publishers as well as agenda topics.

9:55 am – 10:15 am PT: Q1 Projection Financial Review

Allison Hill presented ABA’s Q1 financials and the revised projection for the fiscal year.

10:15 am – 10:25 am PT: Break

10:25 am – 11:20 am PT: Williams Jones Endowment Presentation

The Williams Jones wealth management team joined the meeting via Zoom to talk about ABA’s endowment investments, the economy, and the stock market.

11:30 am – 12:10 pm PT: Auditor’s Presentation

Ryan Hagan with Altruic Advisors joined the meeting via Zoom to present the results of ABA’s annual audit. He declared ABA’s audit “clean” and stated that ABA met best practices benchmarks.

12:10 pm – 1:20 pm PT: Lunch

1:20 pm – 5:00 pm PT: Bylaws Discussion 

The Board discussed current bylaws and the formation of committees.

Board Committees currently include the Agenda Committee (Danny & Board Officers), Audit Committee (Angela & Diane), Bylaws Committee (Tegan & Jeff), Vendor Review Committee (Cynthia, Danny, Jenny), CEO Review Committee (Christine, Tegan, Diane, Raquel), and the Nominating Committee (Jake).

4:51 pm PT: Adjourn.

Day Three: Sunday, February 19, 2023 9:00 am – 12:00 pm PT (Board-only, except for education)

9:00 am – 9:15 am PT: Allison Hill presented her CEO report to the Board.

9:15 am – 9:45 am PT: Housekeeping and Sandbox Book Talk

The Board discussed some housekeeping issues, then shared book recommendations.

9:45 am – 10:00 am PT: Break

10:00 am – 11:15 am PT: Board Education on Inurement and Antitrust
ABA’s General Counsel David Evans joined the Board via Zoom for a discussion on antitrust legislation.

11:45 am – 12:00 pm PT: Final Wrap Up
The Board meeting evaluation form will be emailed to directors after the meeting.

11:50 am: Adjourn.