September 2023 ABA Board Meeting Minutes

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Thursday, September 7, 2023 2:30 pm ET – 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

2:30 pm ET – 2:36 pm ET: Before We Began 
Board members were requested to add their potential Disclosures of Dualities of Interest and/or Conflicts of Interest related to the agenda to the chat. None were added. (Visit BookWeb for the full list.)
Allison reminded everyone in the chat that we want to prioritize our commitment to antiracism, equity, access, and representation as a Board and in the meeting.
Board members quickly checked in in the chat.
2:37 pm ET: Introduction & Welcome
Tegan called the meeting to order and welcomed everyone.
2:42 pm ET – 2:43 pm ET: Approval of July Meeting Minutes
Motion to approve the minutes of the July 2023 Board meeting as recorded was made by Holly, seconded by Raquel, and approved unanimously by the present Board members.
2:43 pm ET – 3:07 pm ET: Committee Updates
(2:46 pm ET: Kathy joined the meeting)
Finance: Allison reported that the description for this committee is still being drafted. Waiting on Williams Jones' feedback currently. Jeff and Holly joined the committee.
Agenda: Danny, Chair of the Agenda Committee, reported on the committee's recent meeting to review the September and October Board meeting agendas, map out the meeting schedule for 2024, and schedule a regular Agenda Committee meeting time.
Audit: Diane, Chair of the Audit Committee, explained what the Audit Committee does and recruited new members. Holly volunteered to join.
CEO Review: Tegan, Chair of the CEO Review Committee, explained what this committee does.
Vendor Review: Cynthia, Chair of the Vendor Review Committee, reported on the need to conduct a search for a new auditor. She told the Board that the RFPs had been sent out to a list of potential vendors. The deadline is tight because the fiscal year ends soon. The review of the auditor was part of the regular Vendor Committee calendar, but the need for a new auditor has become necessary due to issues with the current auditor's communication and deadlines. Kathy, Jessica, and Raquel all volunteered to help with interviews.
Document Review Committee: Jeff and Kathy joined Tegan to assist with drafting a response to the Governance Review Report.
Nominating Committee: Jake, Chair of the Nominating Committee, and Diane, explained what the committee does and reviewed the committee’s documents. Kathy will serve on the Nominating Committee next summer/fall with Diane.
3:07 pm ET – 4:42 pm ET: Bylaws Discussion
The Board discussed the new general counsel's proposed changes to the Bylaws as part of its annual review. It also discussed areas that require clarification or decisions.
3:30 pm ET: Tegan asked if the Board could postpone the break so the discussion could continue. Everyone agreed to postpone.
3:46 pm ET – 3:55 pm ET: Break 
3:55 pm ET – 4:20 pm ET: Bylaws Discussion Continued
Tegan asked if everyone was OK bumping the Nominating Committee discussion to 4:20 pm ET, extending the meeting to 4:45 pm ET, so the Board could continue the Bylaws discussion. Other agenda items could be addressed via email. Everyone agreed.
A plan was made to continue working on the Bylaws asynchronously over the next few weeks. A timeline was established for the next steps.
Danny made a motion to accept the counsel's use of the word "regular" to refer to our core members. Jeff seconded. Motion passed unanimously.
4:42 pm ET – 4:48 pm ET: Nominating Committee Report & Discussion
4:48 pm ET – 4:53 pm ET: Housekeeping & Actions 
4:54 pm ET: Meeting Adjourned 
Motion to adjourn made by Diane, seconded by Jake, and approved unanimously by the Board.