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Board Meeting Minutes   2022/10/11

Board Meeting Minutes

10/11/2022 

Attendees:
Jan BB., PAC Chair
Jeff B., Alt. Secretary
Paula D., CPC Chair
DC Dave, Unity Chair
Gary, Steppers Alternate Chair
Jane G., Vice Chair
Jon H., PI Chair
Mary M., Steppers Chair
Barry M., Secretary
Mark M., Technology Chair
Brian R., Treasurer
Spencer W., Finance Chair

Jane G., Vice Chair, called the meeting to order at 5:02pm EDT (2:02pm PT). The meeting  opened with the Serenity prayer.

The Board minutes from the 9/13/22 Board meeting were reviewed. Motion was made by  Mark M. to approve the minutes of the 9/13/22 Board meeting as presented and was  seconded by Jeff B. The minutes were approved unanimously.

Chair’s Report: Jane  
Jane G., filling in for Gwen Mc. Who was absent, provided a chair report. Jane updated the  Board briefly on the progress of the ad hoc Bylaws committee.

Old business:

  • Recruitment – Nothing new to report

Secretary’s Report – Barry M. / Jeff B.

  • Barry stated that the minutes for today’s Board meeting will be done by Jeff B.   Barry provided an update on the next step for the approved Bylaws. Barry stated that the  next step would be the submission of a 1023 document to the IRS for reinstatement of our  501c3 status and that he has received a document from Pro Bono Associates on how to  proceed. This document provides two options:
    • Fill out the 1023 document retroactively for the last 11 – 12 years which would  relieve us of any tax liability
    • Fill out the 1023 document as of the date of submission which could leave us with  a tax liability for the past years
  • Barry stated that the Board needs to decide but that the first option would be very difficult  due to a lack of records. Barry mentioned that while the 1023 can be submitted anytime,  the end of October would be best
  • Brian R. stated that from the Treasurer’s perspective we have the funds set aside for any  retroactive penalties and that the organization had significant funds for the past 2 years.  He also mentioned that all of our past tax returns have been filed.
  • Motion was made by Mark M. to fill out the 1023 form as of the date of submission.  Barry M. seconded the motion. There was no discussion and the Board voted  unanimously to approve.

Committee Reports

  • Steppers committee report was submitted to the Assembly
    • Steppers continues to be active replying on the average 4x to every request
    • Considering adding a button to the website to ask for volunteers, especially  bilingual and trilingual
  • PAC – Jan BB
    • Have 10 people responding to PI/CPC inquiries with 7 inquiries per day, mostly in  English
    • Paula D. has recently joined the Board with an interest in CPC
    • Jon proposed to the Board that the PI/CPC committee be split into 2 committees,  PI and CPC. Jon would remain as PI chair and Paula would chair the CPC  committee
    • Jon reported that about 1/3 of their inquiries are from members who need to find  meetings which verify their attendance. He requested that a filter be added to the  website to help locate meetings that offer proof of attendance. Mark M. stated that  a filter has recently been added to the website, Proof of Attendance, which enables  only showing meetings that offer proof of attendance.
    • Paula, who has worked on the Steppers committee, reported that she is eager to  start working with professionals
    • Jane G. reviewed the current Guidelines and the PI and CPC are listed as separate  committees so nothing needs to be done to separate them.
  • Unity – DC Dave
    • Dave read his report to the meeting.
    • Dave reported that on Nov. 10th the Unity committee will elect a nominee for  approval by the Board using the 3rd legacy procedure and overseen by someone  who is not a member of the committee
    • The Unity committee prepared their budget for 2023 which is approximately $4,000  for meeting interpretation and comment translation primary into Spanish.  o Liaison Outreach project continues with new liaisons and jurisdictions being added.  Of the 137 jurisdictions (GSOs and Intergroups) on the tracking sheet, 32 have liaisons
    • Dave reported that the committee provided a report at the 9/24 IGR Forum  o Dave reported that he would like to place documents which describe the difference  between Intergroups and General Service on the PI/CPC website pages. Jane G.  volunteered to help with documents describing the difference as she has been  involved in a similar effort.
  • Technology Report – Mark M.
    • Mark provided a report to the Board (see attached)
    • Mark reported that 2 months ago the committee sent out a Request for Proposal  (RFP) looking for an organization to provide an upgrade to our technology with a  web and cloud-based solution. Three proposals were received and, after  evaluation, two of the proposals were eliminated. One company, Mindfront, met  with the committee and provided us with projected costs. (see attached). The  proposal would help us register Google Workspace for Non-profits to provide a mail  platform for all internal communications, mailing lists and perhaps Google Meets.  The project has not yet been awarded to Mindfront yet
    • The next step will be to meet with Mark Gilespie of Mindfront to review our website  and perform a complete rebuild of our Meeting and Membership Directories.  o The Meeting Directory Service team made 124 new entries with some entries  listing multiple meetings; 44 entries were removed. 80 to 90% of the meetings  which removed their entries cited zoom bombers as the cause. 250 meetings had  their listings updated.
    • Mark stated that the team will develop the Election Assembly page as the  Guidelines committee finalizes their work on the Election Assembly
    • Mark mentioned that we have received 9 entries for logos. Mark asked the Board  how they would like to proceed with voting on these logo entries.
    • Brian expressed his concern that we identify a solution that is supportable when  rotation of the Technology chair occurs and that new Technology chairs do not look  to redo the solution that is proved. Brian also asked about the process we are  using and whether we are taking a phased approach. Mark responded that our  solution is being built on the standard technologies of Google Workspace and  WordPress. Mark anticipates that we will be able to build on the initial solution and  will not require another RFP.
  • Finance – Spencer
    • Spencer had to leave before he could provide a report to the Board

Treasurer’s Report: Brian R.

  • Brian reported that he has been focused on the 2023 Budget process and that an initial  first draft of the budget is ready.
  • There has been a lot of discussion about distribution of excess funds over our Prudent  Reserve taking into account the recommendations from the Unity committee and several  others.
  • There is still the need for an Alternate Treasurer
  • Barry, Brian and Spencer will be focusing on the filing to restore our 501c3 status

New Business

  • Grapevine, La Viña and Magazine Working Group: Jeff
    • Jeff reported that he realized that a Grapevine rep (GvR) for an in-person group  performs a very similar function to a GvR in an in-person group. He made a motion  in his home group, the Back Porch International, to create a position for a GvR and  the group created the position after taking a vote.
    • In speaking with several other people, there was agreement that online groups  could be encouraged to create a position for a GvR, RLV (La Vina rep) or for other  magazines in their country like the SHARE in Great Britain.
    • To facilitate this effort, an organizing meeting will be held on Saturday, 10/22, at  p.m. EST (10 am PT, p.m. UK/Portugal) to determine what the role of an online  magazine rep should be and identify the resources that they will need.
    • A flyer has been prepared and Jeff asked the Board’s permission to distribute this  flyer to the OIAA membership. The flyer will also be translated into Spanish and  Portuguese.
    • Mark M. inquired whether there was an issue with an online group purchasing a  subscription and having multiple group members use that same subscription. Jeff  remarked that this is quite common and happens with in-person meetings as well  that share a group subscription with its members. Mark requested that this policy  be validated with the Grapevine and Jeff agreed to reach out to them.
    • Jane G. asked what the request of the Board was and if a request was being made  to create a new Grapevine and Magazine ad hoc committee. Jeff responded that  at this time permission was being requested to send the Working group flyer to the  OIAA membership and that perhaps down the road, depending on the level of  interest, an ad hoc committee could be created.
    • The Board had no objection to the distribution of the flyer.
  • Guidelines Ad hoc: Jane G.
    • Jane reported that the Guidelines ad hoc committee discussed staggering the  election of the Officers so that there is continuity and that not all positions rotate out  at the same time
    • In Gwen’s note, she states that the ad hoc committee is requesting direction from  the Board regarding length of terms of office and which officer positions to elect in  this first election under the new Bylaws so that all do not rotate out at the same  time.
    • Mark M. pointed out that the new Bylaws state that all the Officers need to be  elected and that he doesn’t want us to be out of compliance. He further suggested  that for this election the term will be 1 year and that we can hold elections again  next year in a staggered fashion.
    • Brian stated that according to the Bylaws we need to have an Officer election and  that their term of office is 2 years. People can then stand down after 1 year which  would force a new election and would implement the staggering of the Officers.
    • A clarification was made that the Bylaws call for an election each year but does not  specify what positions need to be elected.
    • Brian stated that the positions that we might want to stagger are the Chair and Vice  Chair as well as the Treasurer and Finance chair.
    • Brian made a motion that we elect all Officer positions this year and the  motion was seconded by Mark. The Board members approved this motion  unanimously.
    • The next question asked was what month is the best month to hold elections going  forward to allow time for a transition. This year is not ideal with elections being  held in December.
    • Jeff suggested that we hold elections in October going forward as there is usually a  lot going on in September as people transition back from the summer, things  usually settle down by October and there would be more than enough time for  transition.
    • Jeff made a motion to hold Office elections in October going forward and the  motion was seconded by Brian. The Board members approved this motion  unanimously.
  • Historian/Archivist role – Jane G.
    • Jane brought a question from the Guidelines ad doc committee as to whether to  change the name of the Historian position to Archivist.
    • There is currently no service in the role of Historian and Jan stated that she has  served in that role in the past.
    • Mark asked whether part of the role of this individual would be to maintain the  Zoom recording. It was stated that this would probably be part of their role but the  roles and responsibilities will be defined by the Guidelines committee.
    • Motion was made by Brian to rename the Historian position to Archivist. The  motion was seconded by Barry. The Board members voted unanimously to  approve this motion.
  • Languages/Translations Ad hoc: Jane G.
    • Tabled until next meeting

There was no other new business.

The Board meeting adjourned at 6:39pm EDT and was closed with the Declaration of Unity.

Motions Summary

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

  1. Motion was made by Mark M. to approve the minutes of the 9/13/22 Board meeting as  presented and was seconded by Jeff B. The minutes were approved unanimously.  2. Motion was made by Mark M. to fill out the 1023 form as of the date of submission.  Barry M. seconded the motion. There was no discussion and the Board voted  unanimously to approve.
  2. Brian made a motion that we elect all Officer positions this year and the motion was  seconded by Mark. The Board members approved this motion unanimously  4. Jeff made a motion to hold Officer elections in October going forward and the motion  was seconded by Brian. The Board members approved this motion unanimously.  5. Motion was made by Brian to rename the Historian position to Archivist. The motion  was seconded by Barry. The Board members voted unanimously to approve this  motion.