January 2024 ABA Board Meeting Minutes

Thursday, January 4, 4:00 pm – 5:45 pm ET

In Attendance
Kathy Burnette
Danny Caine
Diane Capriola
Jenny Cohen
Jake Cumsky-Whitlock
Joy Dallanegra-Sanger (ABA COO)
Ray Daniels (ABA CCO)
Jeff Deutsch
Kelly Estep
Raquel Roque
PK Sindwani (ABA CFO)
Lisa Swayze
Tegan Tigani
Holly Weinkauf

Absent:
Cynthia Compton
Allison Hill (ABA CEO)
Jessica Stockton Bagnulo

4:04 pm ET: Before We Begin
Board members checked in via the chat - How are you today?

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

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 to adhere to ABA Board Norms during the meeting.

4:10 pm ET: Introduction & Welcome

4:11 pm – 4:13 pm ET: Call to Order & Welcome
Tegan welcomed everyone to the meeting and reviewed what to expect, goals, and deadlines for this meeting and upcoming meetings.

4:13 pm ET – 4:26 pm ET: Nominating Committee
Recommendation for Board Slate and Discussion: Jake reviewed who was on the committee, discussed the process and presented the nominee Christina Pascucci Ciampa of All She Wrote Books in Massachusetts. A motion was made by Lisa and seconded by Kathy to approve Board nominee Christina Pascucci Ciampa. After discussion, the Board unanimously approved the nomination.

4:27 pm ET – 4:37 pm ET: Bylaws Update and Discussion
This topic was moved up for those Board members who needed to leave the meeting early. Tegan reviewed where we are at and what the lawyers' final recommendations were for the bylaws. Jeff made a motion, seconded by Lisa, to vote to share the Board’s suggested revisions as written in “Final Proposed 2024 Bylaws” with the members and to give notice for a virtual "meeting" to call for a vote on the Board's recommended updated bylaws. After discussion, the Board voted unanimously to approve the motion.

4:38 pm ET – 4:51 pm ET: Committee Updates
Finance Committee: Tegan said there are no updates at this time.

Agenda Committee: Danny, chair of the committee, said there is no update at this time. Tegan encouraged Board members to look at the February agenda in case adjustments need to be made.

CEO Review Committee: Tegan reported that she touched base with the committee. She went over the CEO review schedule and process so the Board knows what to expect.

Vendor Review Committee: Jenny gave a report for Cynthia, the head of the committee. (Cynthia was not able to attend the meeting). The committee will be getting together soon to review what needs to be done for 2024.

Documents Committee: Tegan reported that the committee will do the initial review of the Governance Policies documents — including a VP job description per the last governance review — and Tegan would like to have Board feedback for the documents by February 1, 2024, before the Board meeting in Cincinnati.

4:52 pm ET – 4:55 pm ET: Governance Policies Asynchronous Discussion Launch
Tegan reviewed the proposed revision, deadline, and what work the Board needs to do to prepare to finalize them for the February meeting in Cincinnati.

4:56 pm ET – 5:20 pm ET: Review of Topics Raised by Governance Review Report
Tegan gave a summary of the actions that the Board took or is taking in response to the topics raised by the 2021/2022 Governance Review. The committee to review 2023 has been appointed and the process is underway.

5:21 pm ET – 5:46 pm ET: Winter Institute
Joy reviewed what the Board's responsibilities are during the upcoming Institute.

5:46 pm ET – 5:48 pm ET: Housekeeping & Action
Action & Follow-Ups: Tegan put a list of action items and follow-ups in the chat and planned to email out a copy to members of the Board.

5:48 pm ET: Jenny moved to close the meeting and Danny seconded. Meeting was adjourned.