October 2024 ABA Board Meeting Minutes

Thursday, October 24, 12:30 pm ­­­– 5:30 pm ET
Friday, October 25, 12:30 pm – 5:30 pm ET

In Attendance
Danny Caine
Diane Capriola
Jenny Cohen
Cynthia Compton
Jake Cumsky-Whitlock
Joy Dallanegra-Sanger (ABA COO)
Ray Daniels (ABA CCO)
Allison Hill (ABA CEO)
Brein Lopez
Christina Pascucci-Ciampa
Raquel Roque
PK Sindwani (ABA CFO)
Jessica Stockton Bagnulo
Lisa Swayze
Tegan Tigani
Holly Weinkauf

Absent
Kathy Burnette

Early Departures
Danny Caine left early due to his new position.

Day One: Thursday, October 24, 12:30 pm – 5:30 pm ET

12:34 pm ET: Call to Order
Tegan called the meeting to order and reminded members to share Dualities of Interest in the meeting chat. (Visit BookWeb for the full list.) Attendees were reminded of the Board norms and commitment to equity and access.

12:36 pm ET: Review of September Minutes
Lisa Swayze made a motion to approve the September 2024 minutes with a few minor formatting edits. Diane Capriola seconded the motion. The Board voted unanimously to approve the September 2024 minutes.

12:39 pm – 1:00 pm ET: Self-Care Share
Board members shared one thing they are doing to take care of themselves in this challenging time for stores and the world.

1:00 pm – 1:25 pm ET: FY 2024 Year End Projection
ABA is projecting to end the year ahead of budget. ABA staff gave a review on August YTD financials as well as the end of year projection. The Board and staff had a brief discussion about ABA’s AP and AR reports and the upcoming reports from Williams Jones about ABA's endowment and the economy.

Investment Policy Review: The Board did the annual review of ABA's Investment Policy and no changes were made at this time.

1:25 pm – 2:10 pm ET: CEO Report
Allison updated the Board on current and future staff projects including:

1. The 125th anniversary of ABA
2. Planning and finalizing arrangements for Winter Institute and IGNITE
3. The IndieCommerce 2.0 transition
4. Advocacy work, including the current status of the Texas lawsuit and other state cases;
5. Continued work on online education for members
6. HR compliance improvements for ABA to more effectively manage a fully remote organization
7. Supporting ABA staff while exploring other opportunities for the organization going forward for the next five years.

Allison discussed the challenges and difficult choices made during the budget process this year, but felt that the ABA leadership team were able to move forward on important initiatives for 2025.

2:10 – 2:30 pm ET: Break

2:30 pm – 2:40 pm ET: CEO Executive Limitations & Monitoring Reports
Allison reviewed the monitoring report for Ends Policy 4.0 and her interpretation and results. She also reviewed the CEO Executive Limitations Compliance Report. The report format was updated since the Board's last review, and the changes made were positively received by the Board. Holly made a motion to accept and approve the monitoring report for Ends Policy 4.0 and the CEO Executive Limitations Compliance Report. Lisa seconded the motion. The Board voted unanimously to approve the reports.

2:40 pm – 2:50 pm ET: Committee Updates
Moved from Day 2 agenda to more effectively use extra time. Tegan Tigani gave a summary of Board Committee activities.

Audit Committee: The committee is beginning work on annual audit. Committee will be contacted by PK during November.

Board Document Committee: The committee is working on formatting governance policies and will use committee members to proofread final edits.

Finance Committee: The committee met prior to this Board meeting and spent time discussing the investment policy in committee.

CEO Review Committee: The committee will schedule a meeting before the end of year in preparation for Board discussion at Winter Institute in 2025.

Vendor Review Committee: No updates. Brein volunteered to take Danny's place on the committee.

Agenda Committee: The committee will need a Board member to replace Danny, but is working on equity and access education for the Board in November.

2:50 pm ET: Meeting Adjourned  
Jessica moved to close the first day of the meeting, and Christina seconded the motion.

Day Two: Friday, October 25, 12:30 pm – 5:30 pm ET

12:36 pm – 12:40 pm ET: Welcome
Tegan welcomed the attendees.

12:40 pm – 1:40 pm ET: Budget Presentation & Discussion
Allison and PK presented the FY 2025 budget. The Board discussed the budget, the ongoing upgrade of the e-commerce platform, and the necessary update to BookWeb.

Holly made a motion to approve the proposed FY 2025 budget, including the noted exception in the investment policy allowing ABA to use up to 7% of the endowment to fund the budget for FY 2025. Jake seconded the motion. The Board voted unanimously to approve the proposed FY 2025 budget, including the noted exception.

Holly made a motion to approve a $150,000 capital investment from the endowment to use for the first stage of the BookWeb upgrade. Jake seconded the motion. The Board voted unanimously to approve the motion.

1:40 pm ET: Nominating Committee
Diane gave an update on the nominating process and the number of candidates nominated. The committee's first meeting will be in mid-November.

2:00 pm – 2:20 pm ET: Break

2:26 pm – 3:00 pm ET: Board Pipeline
The Board discussed recruitment for Board positions and targeted activities for member outreach.

3:00 pm – 3:30 pm ET: Board/Member Linkage at Winter Institute
The Board discussed connecting with members at different events and initiatives:

• Board Pipeline
• Reimagining Community Forum
• Board Office Hours

3:50 pm – 4:00 pm ET: Housekeeping
Allison, Joy, and Tegan reviewed items for future meetings, Winter Institute, and tasks that need to be completed.

Confirm Board Officer Nominees: The Board confirmed the slate of nominees for Board officers.

• President: Cynthia
• Co-Vice Presidents: Jake and Diane

The Board will vote in February for the officer positions.

Board Conflict of Interest Forms:
PK reminded attendees to submit their Conflict/Dualities of Interest Forms.

4:10 pm ET: Meeting Adjourned
Holly made a motion to close the meeting and Diane seconded.