October 2022 ABA Board Meeting Minutes

Tuesday, October 4, 2022, 11:30 am – 4:00 pm ET
Wednesday, October 5, 2022, 11:30 am – 4:00 pm ET

In Attendance (Both days, Remote):
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)
Melanie Knight
Angela María Spring
Christine Onorati
Raquel Roque
PK Sindwani (ABA CFO)
Tegan Tigani 

Day One: Tuesday, October 4, 11:30 am – 4:00 pm ET

Prior to Start Time: 

Directors disclosed Dualities of Interest and Conflicts of Interest pertaining to the meeting topics for the next two days in the chat for everyone to review.

ABA CEO Allison Hill reminded everyone in the chat of ABA’s Ends Policies and the Board’s “commitment to antiracism, equity, access, and representation,” and that we want to prioritize that commitment as a Board and in the meeting.

Directors did a quick one-word check-in in the chat.

11:35 am ET: ABA Board president, Christine Onorati, called the meeting to order, welcomed everyone and introduced the meeting.

11:40 am – 11:43 am ET: Angela María Spring made a motion to approve the July 22 ABA Board meeting minutes. Diane Capriola seconded the motion. The Board voted unanimously to approve the minutes. Diane Capriola made a motion to approve the September 2022 ABA Board meeting minutes. Melanie Knight seconded the motion. The Board voted unanimously to approve the minutes. (The Board did not have a meeting in August 2022.)

11:43 am – 12:05 pm ET: Allison Hill presented the projected year-end financials. PK Sindwani, ABA CFO, also presented. ABA will finish FY 2022 on budget.

12:05 pm – 1:05 pm ET: ABA’s wealth management team from Williams Jones presented on the ABA’s endowment. ABA is diversified and conservative enough to weather the current market storm.

1:05 pm – 1:20 pm ET: Break

1:20 pm – 2:15 pm ET: Allison Hill presented the annual budget for FY 2023 and discussed ABA’s investment policy.

The following was discussed and voted on:

The Board reviewed the current ABA Investment Policy. Allison Hill made a recommendation that the Board change the spending policy method from a Flat Spending rate method to a Moving Average Spending method to ensure consistent delivery of programming to members during periods of market fluctuations while still maintaining a conservative approach to ensure the association’s sustainability. Cynthia Compton made a motion to approve the change in the Investment Policy as presented. Jeff Deutsch seconded the motion. The Board voted unanimously to approve the following change in the Investment Policy:

“The endowment spending policy determines the annual flow of funds from the endowment to the operating budget. The ABA endowment spending for a fiscal year will be limited to a maximum of 5% of the three-year average of the endowment net asset value as of the end of the previous fiscal year; such spending to be presented in the annual organizational budget and subject to normal Board voting procedures for budget approval (“Regular Endowment Spending”). Spending above and beyond Regular Endowment Spending will require a supermajority vote of the Board (11 out of 13 members).”

The budget as presented included an exception to the investment policy, increasing the use of the endowment from 5% to 6 ½% for this budget in light of the challenges presented by ABA’s in-person events during Covid, inflation, and member needs. Jeff Deutsch made a motion to approve the exception to the investment policy for the 2023 budget, from 5 to 6 ½%, and Tegan Tigani seconded. The directors unanimously voted to approve the exception to the investment policy from 5 to 6 ½% for the FY 2023 budget.

Jeff Deutsch then made a motion to approve the entire FY 2023 budget as presented. Jake Cumsky-Whitlock seconded the motion. Directors unanimously voted to approve the entire FY 2023 budget as presented.

2:00 pm – 2:30 pm ET: Break

2:30 pm – 3:00 pm ET: Allison Hill presented a CEO Report that included a licensing agreement to “sublease” 50% of ABA’s office space, the final results of ABA’s commissioned Civic Economics study on the economic impact of Amazon, and an update on the Regional Fall Shows that ABA staff participated in, including member feedback.

3:00 pm – 3:15 pm ET: Allison Hill presented the CEO Monitoring Reports & Compliance Reports required as part of the Board/CEO linkage by the ABA Bylaws.

3:15 pm – 4:00 pm ET: The Board reviewed two requests from members. The members proposed adding the “First Amendment” language back to ABA's Ends Policies and sending out a poll to members, respectively. In considering the First Amendment language, the Board revisited its recent annual review of the Ends Policies as well as information provided by Dave Grogran, Director of ABFE, and Allison Hill. The Board determined that the Ends Policies should not be changed. The Board decided to revisit the poll proposal at its January or February 2023 meeting.

4:00 pm ET: Christine Onorati adjourned the meeting for the day.

Day Two: Wednesday, October 5, 11:30 am – 4:00 pm ET

Prior to Start Time: Directors did a quick one-word check-in in the chat.

11:33 am ET: Board President Christine Onorati called the meeting to order.

11:33 am – 12:35 pm ET: The Board reviewed the ABA Governance Policies and discussed suggestions for changes and updates to be made.

12:35 pm – 12:55 pm ET: Break

12:55 pm – 1:55 pm ET: The Board discussed its recent Accountability Mapping Training, part of its Board Education related to DEI, Board/Member linkage, and Board dynamics. (Board Directors participated in the training online prior to the board meeting.) Christine Onorati and Angela María Spring facilitated the discussion.

1:55 pm – 2:05 pm ET: Break

2:05 pm – 3:00 pm ET: The Board reviewed the Board self-evaluation forms and recent meeting evaluations. They discussed the Board's performance and rules of engagement.

3:00 pm – 3:50 pm ET: The Board discussed the Bylaws Committee's work and recommendations related to updating and simplifying ABA's Bylaws.

3:50 pm – 4:00 pm ET: The Board attended to housekeeping matters. Christine Onorati updated the Board on the status of the upcoming Governance Review of the ABA Board and committee appointments, Allison Hill reviewed actions coming out of this meeting’s discussions, and the Board discussed upcoming BTW Board Edition topics.

3:55 pm ET: Christine Onorati adjourned the meeting.