February 2024 ABA Board Meeting Minutes

Thursday, February 8, 4:00 pm – 8:30 pm ET
Friday, February 9, 8:00 am – 8:30 pm ET
Saturday, February 10, 8:00 am – 1:00 pm ET

In Attendance
Kathy Burnette
Danny Caine (Day 2 and 3)
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)
PK Sindwani (ABA CFO)
Jessica Stockton Bagnulo
Lisa Swayze
Tegan Tigani
Holly Weinkauf

Absent
Danny Caine (Day 1)
Raquel Roque

Day One: Thursday, February 8, 4:00 pm – 8:30 pm ET

4:09 pm – 4:10 pm ET: Welcome, Call to Order, & Opening Statement
Tegan called the meeting to order at 4:09 pm ET, welcomed the Board, and reminded members about the following. She gave a reminder that we want to prioritize our commitment to antiracism, equity, access, and representation as a Board and in this meeting, and a reminder that we want to adhere to the agreed upon ABA Board Norms during the meeting. Board members disclosed potential conflict of interest related to the meeting agenda. Kelly shared that she is on the Bookshop Board.
(Board Dualities of Interest can be found on BookWeb.org.)

4:10 pm – 4:12 pm ET: Housekeeping
Allison and Tegan reviewed hotel logistics for the meeting.

4:13 pm – 4:17 pm ET: Minutes
Vote to approve January Board Meeting minutes. There was discussion to edit a couple of minor things (spelling, updating attendee list). The minutes were amended to reflect the recommendations in the Board discussion. It was moved by Holly and seconded by Kelly and the Board unanimously approved the minutes of the meeting of January 2024.

4:17 pm – 4:50 pm ET: CEO Report & Monitoring Report (Ends Policies 3.0) 
Allison discussed her CEO report which included:
1. ABFE and advocacy with updates on book banning and credit card fees
2. ABA office closure and transfer of the ABA archives to Columbia University’s Rare Book & Manuscript Library
3. Update on Children’s Institute planning
4. Batch
5. IndieCommerce
6. Diversity, Equity, and Inclusion Committee
7. Education
8. Membership
9. Marketing and Press

4:39 pm ET: Monitoring Reports
Allison discussed how she interpreted the Ends Policies, the measurement metrics, and her report.

4:52 pm – 5:08 pm ET: Q1 Projection Financial Review
Allison reported that the budget projection is on track for the year.

5:08 pm – 5:20 pm ET: Break

5:21 pm – 6:00 pm ET: Committee Updates
The Board gave committee updates and discussed how the committee structure is working. There was also discussion about creating more efficiencies in committees and Board meetings.

Agenda Committee: Tegan reported that the committee will be meeting to work on the April meeting agenda. Allison reminded Board members to fill out the meeting surveys that help the committee plan future meetings.

Audit Committee: Diane gave an update for the committee. Diane, PK, and the rest of the committee previously met with the auditor and reported a "clean" audit with no material concerns. The rest of the Board was scheduled to meet with auditors on February 9, the next day of the meeting.

CEO Committee: Tegan reported that the CEO committee will be meeting this Saturday.

Document Committee: Tegan reported that the Board will be discussing the Governance Policies during the ongoing Board meeting in Cincinnati.

Finance Committee: Tegan reported that Allison talked to Williams Jones about tailoring their presentation to the Board's needs and doing financial education for the Board. There was discussion about having Williams Jones bring back the one-page summary of changes.

Nomination Committee: Jake reported that the Board nominee has been announced to membership.

Vendor Committee: Cynthia reported that the committee’s recommendation to the Board is to continue with the same financial advisors, Williams Jones. The committee will work with them on communication and education for the Board. (The wealth management company was up for review by the vendor committee this year per ABA's vendor review policy.)

6:01 pm – 7:00 pm ET: Discussion of Upcoming Publisher Meetings
ABA will start scheduling meetings with publishers after Winter Institute. Last year’s format worked well, with different Board members attending publisher meetings.

 7:00 pm – 8:30 pm ET: Working Dinner (Check-In "Roses & Thorns")

Day Two: Friday, February 9, 8:00 am – 8:30 pm ET

8:00 am – 9:00 am ET: Breakfast

9:00 am – 9:10 am ET: Opening Statement & Housekeeping
Tegan opened the meeting and reviewed the agenda for the day.

9:10 am – 10:40 am ET: Board Norms Check In with Board Consultant, Hilesh Patel

10:40 am – 10:50 am ET: Break 

10:50 am – 11:35 am ET: Williams Jones Endowment Presentation (virtual, Zoom)
Three managers from Williams Jones reviewed the financial statements for ABA’s Endowment and presented on the economy.

11:35 am – 11:45 am ET: Break

11:45 am – 12:15 pm ET : Auditor's Presentation (virtual, Zoom)
The auditor presented the results of the annual audit. The audit for this year was "clean." The vote to accept the audit will be over email once the auditor resolves one final question regarding the booking of a few items and the Board reviews the final report.

12:15 pm – 1:45 pm ET: Lunch  

1:46 pm – 2:35 pm ET : Community Forum Prep
The Board prepared for the upcoming Community Forum at Winter Institute.

2:36 pm – 3:30 pm ET: Industry Threats Discussion 
The Board discussed Allison’s report on industry threats.

3:30 pm – 3:50 pm ET: Break 

3:51 pm – 4:50 pm ET: Board Pipeline 
The nomination committee and documents committee will work together to revamp the nomination forms, process, and recruitment tools. The committees will present the new process and documents at the April Board meeting.

4:50 pm – 5:53 pm ET: General Counsel Introduction and Discussion (virtual, Zoom)
The Board met with general counsel Nisha Thakker and Jeff Tenenbaum of Tenenbaum Law Group. General counsel discussed the Board's fiduciary duties and roles and answered questions from the Board.

5:53 pm – 6:30 ET: Board Executive Session 

6:30 pm – 8:30 pm ET: Board Social Dinner 

Day Three: Saturday, February 10, 8:00 am – 1:00 pm ET

8:00 am – 8:45 am ET: Breakfast 

8:45 am – 8:47 am ET: Welcome & Housekeeping 
Tegan opened the meeting at 8:45 and reviewed the day’s agenda.

8:47 am – 9:30 am ET: Governance Policies Discussion and Vote 
The Board continued the annual review of the Governance Policies. The Board decided to continue to work on the Governance Policies via email and will vote on the changes at a later date.

9:30 am – 10:15 am ET: Binc 
Binc presented to the Board.

10:15 am – 10:59 am ET: Binc Debrief 

11:00 am – 11:10 am ET: Break 

11:11 am – 11:30 am ET: Binc Debrief Continued 

11:30 am – 12:17 pm ET: Board Education: Futurecasting Discussion
The Board discussed future forecast reports, sustainability, and industry threats.

12:18 – 12:25 pm ET: Break 

12:26 pm – 1:31pm: CEO Review Progress Report & Discussion: Board Executive Session
(ABA staff was not present for this session.) 

1:32 pm – 12:30 pm ET: Final Wrap-Up 
Tegan recapped the meeting and reviewed next steps. 

12:30 pm ET: Jenny moved to close the meeting. Cynthia seconded it, and the meeting adjourned.