Susan R., called the meeting to order, opened the meeting with a personal prayer and then the Serenity Prayer at 2:00 pm EST.

Attendees:

Susan R., Chair

Jennifer B., Treasurer

Jeff B. Secretary

Mark M., Technology Chair

Beth A., International Trustee

Barry M., Trustee At Large role

Anita M., Alternate Secretary

Susan provided an overview of agenda: Removed copyright from agenda.

• Standing Items: Approval of Minutes, Secretary and Treasurer Reports,
  • Old Business: Travel Guidelines with Treasurer Report, Ad Hoc Inventory Report.
  • New Business: Request from CPC chair: CPC combined Board Committee meetings are held quarterly per bylaws when Committee Chairs provide reports. Will be discussed during Treasurers report. Discussion about video at Assembly, Discussion on Financial Review Upcoming: Executive Session, Reminders of events, Committee Reports from Officers, Executive Minutes approval (time permitting)

May 12, 2024, Board Meeting Minutes:  

• May BOT minutes were presented by Jeff as they were sent out until June 8, 2024. First set by Anita. Board of Trustees (BOT) reviewed minutes. An adjustment was made to some of the dialog around travel to ICOAA which was not connected to the discussion.
  • Motion to approve the May 12, 2024, BOT minutes by Jeff and seconded by Barry M. None opposed. Motion carried.
  • Comments: Mark M. asked if the minutes can be uploaded to the website and Jeff said he would be able to do this by the end of this week.

Secretary Report– Jeff B. Secretary:

Progress on backlog of meeting minutes. A spread sheet tracking the backlog has been uploaded to the folder with status for each item. A goal is to have all backlog of minutes updated and in the BOT meeting folder, within the next month or so. All approved minutes from end of 2022 when Jeff became Secretary, have been uploaded to the BOT drive. BOT meetings are organized by year and in each one there is an approved minutes folder for uploading to the website.

• Status of the Membership Poll: Membership poll for June was launched. The poll was sent out June 2 to membership, Officers and Committee members and will be open until July 1, 2024. Reminders will be sent out before it closes. Ninety entries have been made. In 2023: 172 of 210 entries were valid resulting in a quorum for June of forty-three.
• Updates BOT Book in BOT Drive:3% complete and Anita is being orientated to it and what is in progress. Once in Progress are completed about 95-96% complete.
  • Completed Items: Internal Financial Review, BOT Contact List, Mission Statement
  • Outstanding Items: Description of Program, Conflict of Interest, List of all Committees and Charter, Whistleblower, Document Retention policy, Strategic Plan. Secretary handbook.
  • Comments: Susan adds to Secretary task documenting the progress of the status of Pro-Bono (lawyers). Jeff said he would track this in his report and reach out to Peter of Pro-Bono for an updated schedule.
  • BOT Pro-Bono discussion:
    • Barry further clarified this was also his experience with Pro-Bono. He asked if we have updated our financial status with Pro-Bono to identify whether we are still eligible for the service based on financial status. Jeff said he would look into it.
    • Beth recommends fast tracking, paying an attorney, and using the money allocated for it in the budget ($5,000). It is taking a full year, and it is not normal. Mark agreed there is a need for policy review and noted the discussion of needing an attorney for a long time. Especially in these formative years.
  • Motion: Mark made a motion to hire an attorney for OIAA. Beth seconded the motion. None opposed and motion carried.
    • Discussion Before Motion Approved: Barry noted the attorney must be licensed in New Jersey and able to discuss international compliances as a nonprofit.
    • After Motion Approved: The BOT discussed further how the pursuit of an attorney will be done. Barry made it clear he is comfortable with the work of finding an attorney and accepted the task. Barry clarified his first order of business will be to reach out to Pro Bono first. Thank you, Barry!

Treasurer’s Report – Jennifer B., Treasurer

• May Budget Variance: Contributions under $9,200. Expenses review: Paid for General Liability Insurance for the year. Had a couple of instances where checks had to be sent to us in order to deposit checks, scans at time do not work. NJ annual registration and Pay Pal fees. Conferences: ICOAA conference expenditures. Tech special worker $1,725 for the month continues to be at a surplus of $4,600. Translation for the IGR Forum and Unity. Monthly fee from Zoom for large room $50.00. Website hosting and management. Surplus of just under $5,000 for the month. For the year, a surplus of just under $23,000 of actual spending.
• May Balance Sheet: $127,000 with $5,500 is earmarked for the International Conference. $122,000 unearmarked.
  • Comments: Mark noted we need to be prepared to discuss recommendations of what to do with the $122,000 at the Assembly. Jennifer noted that the Guidelines identify the excess funds will be discussed in September for the end of year. Jennifer asked Susan if we could add to the agenda membership excess funds recommendations. Keeping in mind the budget for the following year will need to be prepared using some of those funds. Jennifer also clarified she will be prepared to discuss it at the Assembly. Barry noted he was able to compare intergroup budgets he received from Susan. It put in perspective for him what a typical large intergroup balance sheet looks like.

OIAA is a medium-sized intergroup and our financial position is aligned with our size. The Assembly needs to be educated as such so they are informed. Mark mentioned we not only educate the membership is benchmark ourselves against other international intergroups to the Assembly. Jennifer reminded the group we do exercise excess distributions annually, unlike other intergroups who grow beyond the prudent reserve. Susan pointed out this is why being a member of ICOAA is helpful to OIAA. We can ask other organizations for their experience.

• Contributions Report: Continue each month to get new groups. There is an uptick in the international contributions from France and New Zealand. There are significant contributions from fifty-nine groups in the month of May. Individual contributions are just under $400. Jennifer shared her screen showing the list of contributions and it sparked a discussion.
  • Discussion: Susan noted General Service Board of Great Britain contributed. Beth asked why we accept funds from a General Service Board in Great Britain when we are self-sufficient? No one in the meeting or on the BOT could confidently answer and satisfy Beth’s question. The BOT further discussed and agreed the question needs to be answered in a satisfactory manner. The BOT assigned the Treasurer the task of examining the answer to this question using the Traditions and other means to follow-up with the BOT at the next meeting.

Travel Procedures: Jennifer B., Met with the Finance Committee and presented the draft OIAA Travel Procedures at the BOT meeting. The Assembly approves all travel through budget and unbudgeted travel regardless of the amount. Communicate travel plans to the Treasurer who will research options for travel arrangements, and then decide using the OIAA credit card. The traveler will pay special travel arrangements. Daily per-diem upon completion of travel. Remarkably simple and streamlined process.

• Discussion: Conversation about per diem and the concern about the future Treasurer not having the same skill sets as the current Treasurer to make travel arrangements for travelers. Jennifer noted the Finance Committee inserted the option to delegate the task. It is a privilege to travel and represent. Budgeted thresholds are set as a limit for spending and not meant to be spent to the limit.  Per-diems are standardized and do not require the traveler to submit receipts. The BOT is fiduciarily responsible to be prudent.
• Motion: Accept the travel procedures for the BOT made by Beth and seconded by Mark. Motion carries. Minority opinion asked for and declined.

The CPC Chair asked for interpretation funds for the remainder of the year for the service in the amount of $200 for a member who would like to participate in the CPC Committee.

• Motion to accept the CPC request by Jennifer and seconded by Jeff. None opposed and the motion carried. Jennifer stated she would make an adjustment to the budget.

Inventory Ad Hoc Subcommittee, Beth– As Beth began to give her report, she noted only 3 of 6 have submitted the questionnaire. The plan is to use the set of questions, split in two for two separate sessions to be led by facilitators. A discussion ensued regarding whether or not a plan needed to be approved by the BOT. Moving forward plans discussed in an email need to be voted on by the BOT to be enacted.

Jeff wanted to make a motion to approve a plan and timeline. Jennifer recommended making a modification to the motion to become two separate motions: one for the questions and the other for the timeline.

1. Motion to approve inventory questions made by Jeff and Jennifer seconded it. Mark, Beth, Jeff, and Jennifer approved. Susan and Barry abstained. Motion carried.

Discussion: first set of questions are asking the member to speak for others.  The questions are pointed at an upset which took place and are in conflict with a true inventory. Members discussed the organizational questions and were answered from the responder’s part. Another member felt it is her responsibility to evaluate the performance of members due to her responsibility as a BOT member. It was then brought up that an impartial facilitator should bring up the questions. It is uncomfortable to point the finger at one member alone. Open ended questions will help the overall BOT identify areas of strength and areas of opportunity to improve. It is a process and the expression of the efforts of going forward is acceptable.

2. Motion to approve the timeline sent to the Board of Trustees made by Mark. Beth then presented the timeline via screen share to the BOT.

Timeline:

• Session 1: Finalize questions by May 17, 2024, send out questions to be completed by June 7, 2024, Send questions to facilitator one for a June 22, 2024, at 2 PM EST session.
• Session 2: Provide answers for the questions to be submitted by July 7, 2024, to the second facilitator for compilation to discuss during the second session on July 21, 2024.
  • Discussion about changing the date to July 28, 2024, at 2 PM EST for 2 hours.

Jennifer made a motion to accept the modified Board Inventory time schedule, which was seconded by Beth. In favor: Mark, Jeff, Jennifer, Beth, Susan. Barry abstained. Motion passed.

• Session 1: Finalize questions by May 17, 2024, send out questions to be completed by June 7, 2024, Send questions to facilitator one for a June 22, 2024, at 2 PM EST session.
• Session 2: Provide answers for the questions to be submitted by July 7, 2024, to the second facilitator for compilation to discuss during the second session on July 28, 2024, at 2 PM EST for 2 hours.
  • Questions are to be sent to Jeff and Beth. Qualified facilitators have been identified and are being pursued. The BOT discussed the credentials and competencies of the facilitators.

New Business: Portuguese video at the Assembly, Susan, Chair:  A Public Information video created by Portugal, using actors was discussed. The issue came up around the background song was from a US artist. It was reported that YouTube scrubs all issues and if there is a copyright issue, it will not play. BOT agreed to play the video even if it is in Portuguese at the Assembly. It is worth introducing to the membership.

International Trustee Report, Beth, International Trustee:

Conference Chair: 275 registrations from twenty different countries. Volunteers are spreading the word in Quebec, Brazil, Portugal, Spain. Beth spread the word in Iran. Have confirmed performers: Spanish group will perform tango, and a young musician from Quebec will perform folk music. Beth D Online Convention Tech Chair is coordinating the groups. They are working with Mary to confirm IGR’s. Susan is in charge of two spots on Friday to talk about OIAA. Jennifer took over filling up interpreter spots: In each room there will be English, Spanish, ASL, French or Portuguese interpreters. As of June 9, 2024, AM 44 of those slots are filled by ten interpreters. Every room will have an interpreter. Farsi is only on a certain spot on the schedule.  Progress is reported to be excellent.

Trustee at Large, Barry:  Current assignments for him from Susan will be confirmed. If the group should have any, please move those to Susan for Barry.

Tech Chair report, Mark: Membership application has been a focus with a buy versus build. Budgeted amount was for a build, and it could be a subscription which might be less. Mark identified a visioning session would be the next step and if anyone would like to join in that meeting please join. He made some comments about options. Committee membership: lot of new 6-8 volunteers in Tech. The committee has an inventory question on their agenda: do we provide information when needed or requested in a timely manner? We are doing a wonderful job and could always do better. Clarify, we will have a Service Fair in July instead of an IGR Forum, communication will get out soon. Jennifer offered her support if the July IGR Forum would need interpreters. The July IGR Forum is the only IGR Forum Mark has committed to hosting.

Tech Committee is working on a video. A FAQ page will be created for the Convention where tech assets such as how to raise your hand etc. created specifically for the convention can be hosted.

Financial Review Discussion, Susan: Publishing the Financial Review to the website. If it is publicly posted without a background about the budget, it can be confusing to the membership. Susan did a great deal of research and experience sharing this information.

Barry made a motion to keep the finances to the membership only unless it is appropriate to publish them. Susan seconded the motion. Discussion: Mark asked for clarity and then asked to postpone the motion. We will not publish the Financial Review on the website until a decision is made. We will play the 8-minute video of the Financial Review during the Assembly in June 2024.

Chair Report, Susan: Spent time in PAC and some of the issues that come up are related to finance. She has spent time in Unity. Followed up with Pro-Bono, participated in special meetings. Ready for the June Assembly and ICOAA.

Meeting was ended with the Responsibility Declaration.

Motions Summary

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

• Motion: Meeting Minutes for May 2024 approved.
• Motion: Pursuit of OIAA Attorney approved.
• Motion: OIAA Travel Procedures approved.
• Motion: CPC Chair request for $200 to be spent on interpreter services for Committee member.
• Motion: Approval of Board Inventory questions.
• Motion: Approval of the Board Inventory process.

Respectfully submitted,

Anita M

OIAA Alternate Secretary