Attendees:
Jeff B., Secretary
Jennifer B., Treasurer
Edith, Archivist volunteer
Nona C., Vice Chair
Felix E., Alt. Treasurer
Mark M., Technology Chair
Susan R., Chair

Susan R., the Chair, called the meeting to order. The meeting opened with the Serenity  Prayer.  Susan introduced the newly appointed Vice Chair, Nona C., and she was welcomed by the Board.

Chair report – Susan R., Chair

• Susan reported that she has been attending various Committee meetings including Unity, Guidelines, Finance, Communications, Technology and Grapevine.
• There was a discussion about the questions that were asked by the Membership. The Board is responsible for answering these emails and copying the other Board members.
• Susan asked about the Special Workers meeting which was on Jane’s calendar. Jeff commented that this was an ICOAA Intergroup meeting on Fridays at 1 pm EST which he and Lesliee have attended.

Edith, an individual volunteering to replace Roy as our Archivist, joined the meeting and was welcomed by the Board. Edith stated that she is interested in being our Archivist.  She informed the Board that she has a degree in Journalism, attends an AA History meeting on Fridays and has worked in a museum. Edith is interested in getting involved, especially in online AA, as she got sober during the Pandemic. She was elected as a GSR six months ago. Susan suggested that Edith connect with our prior Archivist, Roy, and explained her duties which would include attending combined Board meetings with the Board and the Committee chairs.

Open Door process review  – Nona C., Vice Chair

• Nona described some of the research that she reviewed in developing the process.
• She reviewed the NJ Non-profit Board of Directors Obligations and Responsibilities law which states that a Director must fulfill 3 legal responsibilities with the 3 most common being the Duty of Care, the Duty of Loyalty and the Duty of Obedience. The process has been presented to the Guidelines committee and has incorporated changes suggested by the Committee.
• Nona discussed the Whistleblower policy document and the Conflict of Interest document which have been signed by the Officers already.
• Jennifer commented that she has researched the Volunteer Protection Act of 1997 which applies to the Board members as we are non-paid volunteers.
• Nona then reviewed the process with the Board, section-by-section. She stated that no one liked the idea of an Ethics committee.
• Nona mentioned some of the concerns expressed:
  • The original process had a 7 member panel deciding on whether there was merit in a grievance and there were numerous questions including about whether they would be trained in making these decisions.
  • There were concerns about liability if this panel decides that s grievance does not warrant pursuing
• The Guidelines committee questioned or recommended the following:
  • Does the D&O insurance cover everyone involved in the process?
  • Are Committee chairs bound by Confidentiality agreements?
  • A suggestion was made that the process be reviewed by a lawyer prior to implementation
  • IGRs should not be involved and this process should be kept at the Board level
• The following comments were made:
  • Mark asked that f the Guidelines committee did not like 7 members do they have a recommendation on the number who should be involved?
  • Jennifer commented that the reason we broadened the individuals involved to include IGRs was the backlash at the Assembly that no IGRs were involved with the removal of our Chair, Jane. She also mentioned that the concern is that liability equates to money.
  • Susan agreed with Jennifer that a 7 member panel was a tribunal that was suggested due to the backlash from the membership and the Committee chairs. She felt that this was not the way to go and that we should keep the process more general and that this was the responsibility of the Board.
  • The suggestion was made that he process would be updated and placed somewhere but would not be voted on or made available only when necessary if informal means of resolving an issue could not be worked out.
• Mark made a motion to approve the Open Door policy process with changes to be made by Nona as discussed. Jennifer seconded the motion.  The motion passed unanimously.
• Susan mentioned that a call was made to Alexandra Kilduff of Pro Bono Associates who will be asked to review our final policy.

Translation Services update – Mark M., Tech Chair

• Mark had an update as he has been trying to get a hold of a company, Kudo, to obtain a live demo of their AI tool. He has been unsuccessful so far despite being qualified to speak with a sales representative.
• Regardless, there were indications that the pricing would be very high for their tool. Jennifer stated that she was seeing high prices for this type of software as well.
• Susan will be sending an unbudgeted request to the Treasurer for $5,070 for translation at the 2^nd Spanish International event for approval at the July 29^th Jennifer made a motion to accept the unbudgeted request for $5.070 for translation which was seconded by Mark. The motion passed unanimously.

Tech Support for 2^nd International Spanish Conference – Mark M., Tech Chair

• Susan asked about the ability of the Tech Committee to support the 2^nd International Spanish conference
• Mark stated that his Committee does not have the tech resources to support a 3-day event and that the planning committee for the event will have to provide these resources.
• Jennifer stated that the Unity committee actually owns this event and needs to be responsible for the planning efforts in collaboration with Convention.
• Susan mentioned that what has been requested from OIAA is the use of our Zoom account and money for translators.

Charter Review – Susan R., Chair

• As the meeting was almost over, Susan asked the Board what they would like to do about reviewing the committee Charters which had been received.
• There are 7 Charters to review thus far.
• Jennifer mentioned that she felt that the Communication charter needs to be redone which will be mentioned to the Committee when Susan and Nona meet with them on Friday.
• Nona made a motion to approve the Charters for Finance, Steppers, PAC, and Technology. The motion was seconded by Jennifer.  The motion passed unanimously.

The meeting closed with the Responsibility Declaration.

Motions Summary

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

1. Mark made a motion to approve the Open Door process with changes to be made by Nona as discussed. Jennifer seconded the motion.  The motion passed unanimously.
2. Jennifer made a motion to accept the unbudgeted request for $5.070 for translation which was seconded by Mark. The motion passed unanimously.
3. Nona made a motion to approve the Charters for Finance, Steppers, PAC, and Technology. The motion was seconded by Jennifer.  The motion passed unanimously

Humbly submitted,
Jeff Bernknopf
OIAA Secretary