October 2023 ABA Board Meeting Minutes

Thursday, October 26, 12:30 pm – 5:00 pm ET
Thursday, November 2, 12:30 pm – 5:00 pm ET

In Attendance
Kathy Burnette
Danny Caine
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)
Raquel Roque
PK Sindwani (ABA CFO)
Jessica Stockton Bagnulo
Lisa Swayze
Tegan Tigani
Holly Weinkauf

Day One: Thursday, October 26, 12:30 pm – 5:00 pm ET

12:30 pm ET: Before We Begin
Directors added Disclosures of Dualities of Interest and Conflicts of Interest pertaining to the meeting to the chat for everyone to review. (Board Dualities of Interest can be found on BookWeb.org.)

Directors were reminded in the chat of the Board's commitment to antiracism, equity, access, and representation generally and in this meeting.

The Board checked in via the chat — How are you today?

12:31 pm ET: Introduction & Welcome

12:32 pm ET – 12:40 pm ET: Call to Order & Welcome
Tegan welcomed everyone to the meeting and reviewed what to expect, goals and deadlines for this meeting and the next meeting on November 2.

12:40 pm ET – 12:42 pm ET: September Meeting Minutes
A motion was made by Jeff and seconded by Diane as follows: “That the Board accept the September Meeting Minutes with the correction of Cynthia’s title to ‘Chair of the Vendor Review Committee.’ ” The Board unanimously voted in favor.

12:42 pm ET – 1:25 pm ET: Roses & Thorns
Board Members discussed briefly what is going on in their stores and lives.

1:26 pm ET – 1:45 pm ET: Financial Report
Allison and PK presented the financial report.

1:45 pm ET – 2:36 pm ET: CEO Report
Allison went over the CEO Report.

2:36 pm ET – 2:50 pm ET: Break

2:51 pm ET – 4:35 pm ET: Budget Presentation & Discussion; Investment Policy Review
Allison and PK presented the budget (sent to the Board ahead of the meeting) and the Board had the opportunity to ask questions and discuss. A motion was made by Holly and seconded by Raquel: That the Board approve the budget as presented.

After the discussion, the Board unanimously approved the budget. A motion was made by Cynthia and seconded by Lisa: That the Board extend the exception to the investment policy (approved last year though less than 6% was actually used) to use up to 7% instead of the usual 5% stated in the policy. After discussion, the Board voted unanimously in favor.

4:35 pm ET – 4:42 pm ET: CEO Monitoring Report
The Board assessed the Ends Policies 4.0 Monitoring Report, Financial Planning and Budgeting Compliance Report, Emergency CEO Succession Completion Report, Overall Executive Limitations Compliance Report, Asset Protection Compliance Report, and Financial Conditions & Activities Compliance Report — all part of the Board's CEO oversight — and determined that there is verifiable evidence of a reasonable interpretation and 100% compliance. The Board unanimously voted to accept these reports.

4:42 pm ET – 5:00 pm ET: Housekeeping
Tegan reviewed notes from the meeting to go over next steps for future meetings and discussions. The Board reviewed preparation for the second part of the meeting next week. Tegan also introduced the preparation for implicit bias training (Board education related to the Board pipeline and Board/member linkage) in November. Board members were reminded to make sure committee information is updated and ready for the next day of meeting.

Day Two: Thursday, November 2, 12:30 pm – 5:00 pm ET

12:34 pm ET – 12:35 pm ET: Welcome 
Tegan welcomed everyone for the second day of meetings and reminded the Board of our Board Norms as well as our commitment to antiracism, equity, access, and representation. The Board was prompted to add any Disclosures of Dualities of Interest and Conflicts of Interest to the chat (none were added) as well as quick updates about how everyone is feeling. Tegan gave an overview of what we hope to accomplish in the meeting, with an understanding that the Bylaws discussion might take more than the allotted time, but that other agenda items might move more quickly.

12:36 pm ET – 12:45pm ET: Committee Updates & Assignments
Finance: Tegan gave an update on the Finance Committee. The whole Board reviewed financial reports on the first day of meetings. The committee will assess its process and give an update in the new year.

Audit: Diane gave an update on the Audit Committee. Kelsey April and Amy Thomas have been appointed to the Audit Committee. PK shared that the new auditors are getting to work on the FY 2023 audit.

CEO Review: Tegan gave an update on the CEO Review Committee. The committee (and the Board) have access to the monitoring reports and the CEO reports that are used for the CEO Review. The committee will be reviewing the process and will share more about the Review with Board at the January meeting and will have a draft of the Annual Review to share in Executive Session at the in-person meeting in February.

Vendor Review: Cynthia gave an update on the audit firm that was hired. The financial firm vendor review will be in 2024. Allison gave an update on working with the new general counsel.

Nomination: Jake gave an update on the number of nominations and the schedule for the Nomination Committee meetings. Appointments have been made to the Nominating Committee: Kelly Justice, Derek Holland, and Lane Jacobs.

Agenda: Allison reviewed items that the Agenda Committee will need for planning for future meetings.

12 :46pm ET – 2:27 pm ET: Bylaws Discussion 
After more discussion the motion was made by Holly and seconded by Diane: “That the Board use the proposed partial text as the basis for the Bylaws changes, with two sections still to be discussed and decided.” After discussion, the Board voted unanimously in favor of the motion. The Board continued the discussion of the Bylaws, focusing on the remaining text not yet approved as noted above.

A motion was made by Kathy and seconded by Jessica: ”That the Board submit the proposed language of remaining sections to legal counsel for review.” The majority of the Board voted in favor. The Board will vote on final wording after input from legal counsel and the recommendation will [send] to the members for a vote in 2024. The majority of the Board approved this motion.

2:27 pm ET – 2:47 pm ET: Break

2:47 pm ET – 3:00 pm ET: Bylaws Discussion continued.
The Board reviewed the officers’ stipend survey and discussed the proposed wording in Section 3.7, Compensation of Directors as well as the wording in Section 4.8, Compensation of Officers.

2:59 pm ET: A motion was made by Jeff and seconded by Lisa: “To keep the wording around Officers’ Compensation and Directors’ Compensation the same.” (referred to as “A2” in the draft proposal). The Board voted unanimously in favor.

3:00 pm ET – 3:20pm ET: Banned Books Update and Discussion
Allison gave an update on the ABA's work with banned books.

3:20 pm ET – 4:26 pm ET: Board Pipeline
The Board had a discussion about Board recruitment and talking to booksellers about what the Board does to “demystify” service.

4:26 pm ET – 4:30 pm ET: Implicit Bias Training
Tegan reviewed what she sent out for prepare for the Implicit Bias Training.

4:30 pm ET – 4:56 pm ET: Housekeeping
Board responsibilities and action between meetings. Tegan reminded Board Members to check in on the Board calendar and Allison reviewed items that are upcoming for the Board.

4:56 pm ET: Cynthia moved to close the meeting and Jenny seconded. Meeting was adjourned.