Board Attendees:

Beth A., International Trustee

Amelia L., Secretary

Jennifer B., Treasurer

Mark M., Technology Chair

Susan R., Chair

Ken B., Vice Chair

Felix E., Alt-Chair Treasurer

Guests:

Brigitte, Alt IGR Huit

Naterena, P-C, AA Serenity

Cam H. IGR Life on Life’s Terms

Helen, GSR European Intergroup

Susan R., the Chair, called the meeting to order at 2:01 PM: The meeting opened with the We version of the Serenity prayer.  The board members introduced themselves including the new members, Vice-President and Secretary, then welcomed the guests.  

Open Position Trustee-at-Large:  The Chair will be posting a request for resume’s for the open position of Trustee-at-Large.  Amelia motioned and Ken seconded that we have the deadline for resumes before the Board meeting February 9, thus by February 7th.  The vote was unanimous.

Board Meeting Structure:  Chair asked that all requests for the board agenda and Trustee Reports be sent to her by February 2nd.  It was motioned by Ken, seconded by Mark, and approved unanimously that we keep our board meetings to 1 ½ to a maximum of 2 hours on the second Sunday of the month with the option of adding the fourth Sunday of the month, both at 2PM EST.  The board will decide periodically when to have executive sessions at either the 2nd or 4th meetings, free to design this at the time.

Minutes: The board meetings are being recorded as audio, and this includes the transcript and AI Summary.  The minutes of November 11th, 2024 were discussed, including changing hire to contracting and adding Mark’s offer to draft a procedure for interpretation from a user’s point of view.  Ken made a motion to create a Board ad hoc committee to collect all proposed corrections to the November and December drafts and present to the Board at the February 9th Board meeting. Mark seconded a modified motion to include that our new Secretary lead the committee, adding Ken and a 3rd member if interested, available and willing. Unanimously approved.

Old Business: 

Financial Report: 2024 is closed and Kevin is currently conducting our internal financial review for 2024.

OIAA’s Affiliation with Other Organizations:  The Treasurer expressed her concern about the perceived affiliation of OIAA with NAATW and TIAA, citing the Assembly’s vote in 2022 to distribute excess funds to these entities, requesting to share a suite with OIAA at the International Convention, and potentially implying affiliation at our next forum.  The reality is that we are working together, and we are all alcoholics.  Where is the line?  It is very important that the Board create a policy.  

The Technology Chair made a motion to allow the IGR Forum to proceed with presenting information about NAATW as a resource to the IGRs as a resource to IGR in their groups and AA provided they include a tradition statement that we are not affiliated with NAATW.  It was seconded by the Vice-President.  The vote was 5 yes to 1 no.  The minority voice was that we need to be very careful presenting non aa entities as resources.  The motion carried.  Susan will inform the Communications Committee.

Finance Committee Charter update: The Treasurer is requesting an addition to the previously approved charter “consistent participation in finance committee meetings is necessary to maintain a member’s voting status. If you miss three or more consecutive meetings, the original requirement of three consecutive meetings for voting members restarts.”  

There was a motion by Amelia and 2nd by Beth to approve this proposed change.  Discussion followed.  This language is in several charters.  This prevents members coming once or twice and voting before they are fully aware of the issues. Each committee recommends to the board and the board approves the budget to present to the Membership.  The vote was 5 yes and 1 abstention.  

New Business:

Board Quorum – Motion was made by Mark and seconded by Ken to have a 2/3rd Quorum. 4 out of 6 and 5 out of 7.

OIAA 2.6 Guidelines Appeal – Motion was made by Beth, seconded by Amelia, and unanimously approved to move this discussion to Executive Session.

Motion to Amend the bylaws – The current OIAA Bylaws 4.08 states that Officers can execute documents.  Jennifer motioned to add Trustees to this section, reading Officers/Trustees and to bring it to the March Assembly for a vote.  Ken seconded.  Discussion: The chair pointed out that October 10, 2023 the Guidelines say “the Chair approves all contracts and informs the board.  Motion approved unanimously.

Legal Issues – Jennifer has asked the attorney to cease and desist until she can clarify that they only need to address our Terms of Use document. Can we go ahead with the previously vetted documents from Pro Bono?  Susan will pull them out of the July documents and put them in a file for Jennifer and schedule for the second board meeting.  After Board approves, the assembly needs to approve at the March meeting.

Insurance Issues – Our liability insurance is not applicable for an online organization.  We also need to review the entire D & O policy.  Our attorney needs to advise us regarding type of insurance we need when they do the Terms of Use document.  Jennifer motioned and it was seconded by Mark that we cancel our liability policy.  Ken motioned that we have an ad hoc board committee to look into the proper insurance and make a recommendation to the Board by February 7th.  No second.

Unity Committee Charter – The Unity Committee recommends forming a Subcommittee for the Convention. Jennifer motioned to accept, and Mark seconded to revise their charter. 

Meeting adjourned, 4:08 PM EST.  

Motions Summary

The following motions were voted on by the Board at this meeting:

• Motion that we have the deadline for resumes for Trustee-at-Large before the Board meeting February 9, thus by February 7th.  
• Motion that we keep our board meetings to 1 ½ to a maximum of 2 hours on the second Sunday of the month with the option of adding the fourth Sunday of the month, both at 2PM EST.  The board will decide periodically when to have executive sessions at either the 2nd or 4th meetings, free to design this at the time.
• Motion to create a Board ad hoc committee to collect all proposed corrections to the November and December drafts and present to the Board at the February 9th Board meeting. Mark seconded a modified motion to include that our new Secretary lead the committee, adding Ken and a 3rd member if interest, available and willing. 
• Motion to allow the IGR Forum to proceed with presenting information about NAATW as a resource to the IGRs as a resource to IGR in their groups and AA provided they include a tradition statement that we are not affiliated with NAATW.  Susan will inform the Communications Committee
• Motion to approve Finance Committee requiring three or more consecutive meetings, the original requirement of three consecutive meetings for voting members restarts.
• Motion to have a 2/3rd Board Quorum. 4 out of 6 and 5 out of 7.
• Motion to move the OIAA 2.6 Guidelines Appeal discussion to Executive Session.
• Motion to add “Trustees” to Bylaws 4.08 stating that Officers can execute documents, now reading “Officers/Trustees” and to bring it to the March Assembly for a vote.
• Motion that we cancel our liability policy.  Ken is leading an ad hoc Board Committee to investigate proper insurance and report to the Board by February 7th.  No second.
• Motion to accept the revised Unity Committee Charter to form a Subcommittee for the Convention. 

Signed: Amelia L., OIAA Secretary, January 23, 2025