April 2024 ABA Board Meeting Minutes

Thursday, April 4, 2024 3:00 – 6:00 pm ET

In Attendance
Kathy Burnette
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
Raquel Roque

3:03 pm ET: Before We Begin
One-word check-in in the chat.

Attendees were reminded to prioritize a commitment to antiracism, equity, access, and representation as a Board and in this meeting.

Directors were reminded to add any Disclosures of Dualities of Interest and Conflicts of Interest pertaining to the meeting to the chat for everyone to review. (Visit BookWeb for the full list.)

Directors were reminded to adhere to ABA Board Norms during the meeting.

3:00 pm – 3:05 pm ET: Introduction & Welcome

3:04 pm ET: Call to Order & Welcome

3:05 pm – 3:12 pm ET: February Minutes Approval
Kathy moved to approve the February minutes and Jake seconded the motion. The Board discussed a few minor word changes in the minutes. The Board unanimously approved the minutes with the minor word amendments.

3:13 pm – 3:15 pm ET: Discussion of Upcoming Annual Meeting and Community Forum
The Board prepared for the upcoming Annual Meeting and Community Forum in May 2024. Tegan reviewed the dates and schedule for the meeting.

3:15 pm – 3:55 pm ET: Discussion with Carol Gabanna about the upcoming May community forum format on Zoom.
Carol Gabanna, a Carver expert, facilitated a Board conversation on reimaging the community forum format going forward for Board/member linkage.

3:55 pm – 4:35 pm ET: Discussion with Andy Gilman about Communication
Andy Gilman, a communication consultant, facilitated a Board discussion and training on communication with the membership.

4:39 pm – 4:45 pm ET: Break

4:45 pm ET: Jeff left the meeting.

4:46 pm – 5:25 pm ET: Debrief on community forum discussions with Carol and Andy.
The Board discussed communication that should go out to the membership.

5:26 pm – 5:35 pm ET: CEO Update
Allison reviewed her CEO update which included the following:

IndieCommerce: Holly made a motion to approve the request for $300K additional funding to help complete and expedite the IndieCommerce 2.0 upgrade and migration. Jenny seconded the motion. The Board unanimously approved the motion.

ABA Staffing: Allison announced PK's retirement. PK will be retiring a year from now and ABA will be doing a search for a new CFO.

Upcoming Publisher Meetings: Allison reviewed the following the plan for upcoming publisher meetings, a working draft of the publisher meeting agenda, and publisher meeting sign-ups for the Board. She also asked for Board feedback on children's asks for publishers and on sale date experience with Source and PRH.

FTC and BookWeb updates concluded Allison's report.

5:35 pm – 6:00 pm ET: Housekeeping
Vote to approve the consolidated financials and auditor's report for FY 2023: Lisa moved that we approve the consolidated financial and auditor’s report for FY 2023. Diane seconded the motion. The Board unanimously approved the motion.

Note: The final findings reflect those presented at the February 2024 Board meeting. Since that meeting, the auditor resolved a couple of questions and made a slight adjustment to the method used to determine the split between governance and programming. The new split reflects their better understanding of Institute revenue and is now in line with previous years.

Binc Decision: Kathy moved that we accept the Finance Committee’s recommendation to the Board regarding Binc. Diane seconded the motion. Eleven of the board members voted to approve the motion. One member abstained from the vote.

Governance Policies Vote: Jessica moved that we accept the proposed Governance Policies. Kathy seconded the motion. The Board unanimously approved the motion.

Note: This is the same document the Board reviewed during the February 2024 Board meeting that the Board had been asked to work on asynchronously.

Support for Black-Owned bookstores and Black Booksellers: Board will discuss next steps.

Wi receipts and housekeeping mentioned.

Distribution of Board self-evaluation and Board meeting evaluation concluded housekeeping.

6:00 pm ET: Meeting Adjourned

Kelly made a motion to adjourn the meeting and Holly seconded the motion.