Members Present: Susan R (OIAA Chair), Nona (OIAA Vice Chair), Jeff B (OIAA Secretary), Gwen M (Chair Guidelines Committee) Amelia L (IGR Journey Heart), Jan BB (OIAA Chair PAC), Carlos D (Chair Unity Committee), Mary M (Steppers Chair/Registrar) Jeanine F (IGR VSS and Communication Committee), Beth D, (Unity Committee) Beth A (Alt Chair Unity Committee)

Absent: Dave W (IGR Q&A), Melinda F (Alt. Chair Tech Committee), Barry M (Former Secretary), Jennifer B (OIAA Treasurer), Mark M (Chair Tech Committee)

Call to order: Gwen called the meeting to order at 3:03 PM.

Key points to committee following OIAA’s Board Meeting the day prior:
• Priorities in line with needs for upcoming election.

Message from OIAA’s Chair: Susan R
• Everything that is needed for elections is needed yesterday.
• Present to the Board for approval the following:
o The work done on the Board, Trustees, Section 1,
o Trustees Job descriptions
o Election process.
• Needs to be included in the Assembly agenda 30 days in advance of Sept. 16th.

Resumption of Section 1 with a focus on yellow highlighted sections in document:
• Board rotation: 50% Board continuity might be hard/impossible to achieve. Possibilities to help ensure consistency might include: Invite the chair or an outgoing officer to stay on the board in a non-voting capacity for a period of one year. Language might need to be stated as “Shall Strive For” or as “Effectively as Possible”
• Point was made that the Board appointments made since December will need to go to election this year.
• An option for the current board is to decide which positions this first year out will be a one-year term, the standard two year term or a three year term so that will start to lay out a program so certain roles are elected on even years and the others in the odd years.
• Suggestion to implement something like: On odd years, 3 trustees are up for election and even years 2 trustees are up for election.
• A If there’s an appointment in between, it could be set for a one year term. That still doesn’t remove the continuity of the position or the 3 positions or the 2 positions. That are up for election every odd or even year.
• In conclusion: Stay away from a set percentage. General statement the board can some recommendations at the beginning of the elections or a statement. Any elections if the board wants the membership to be considerate of this and leave the micromanagement and detail of this section up to the board, not in the guidelines.
Qualifications of Trustees:
• Helpful/not required discussion
• Move detail pertaining to Int’l Trustee out of this section and into that role
• A business background or professional experience is helpful. The board and membership are also interested in other skills and qualities that trustees can offer.
Vice Chair Job Description:
• Is all the work of the management of the committees going to fall onto one trustee such as the Chair (but not included in the job description) but remains in the job description of Vice-Chair.
• The board decides to spread around the liaison relationships with the different committees amongst the various trustees.
• Suggestion to the Board (add to Susan’s list of issues with the Bylaws) to strike through the portion of the Vice-Chair’s job description “as an ex officio member of the standing committees”. Striking through that clause allows consistency between the job description of the chairperson and that of the vice chair.
• Alexandra, OIAA’s ProBono legal counsel stressed the need for OA’s guidelines committee to put some structure in place creating a level of support from the committees to the board that would go beyond one person.
• Agreed by several that it is ok to take that out. Additional communication is in place now with Steering team meetings.
• The Board needs to decide who is going to oversee/watch/support the various committees.
May the minutes reflect the following which was sent over in an email in advance of today’s meeting: (Some, but not all of these points were addressed in session)

• In 1, why does it state: “but not including Officers.” I think this should be removed and the paragraph should end with “,,,fiduciary responsibilities.”
• In 4, there is no need to repeat the text of the Warranties as there will be a hyperlink to them.
• In 5, provide a reference to where in the Bylaws it states this with perhaps a hyperlink.
• In 6, I don’t see a 4 footnote in the document. Also, this last sentence is a repeat of the Bylaws which makes it unnecessary.
• Section 7 is a repeat of language in the Bylaws and, therefore, unnecessary in the Guidelines
• In 8, how would we decide which of the 50% of the Trustees would rotate? Besides, our Trustees have Alternates who would presumably (but not necessarily) stand for the position which hopefully they have been trained to do. Also, what happens if there is an odd number of Trustees as it appears we will have 7 Trustees.
• In 8, I don’t like the “may”. How would the Board decide? I think that we either do or don’t. If we do, I think that the Chair would have a voice but not a vote.
• In 9, I would leave this as the General section requirements for all Trustees and leave the Bi- and Multilingual requirement for the next Section
• The International Trustee should be titled “International Trustee-Large” as that’s what it is referred to in the description.

International Trustee:
• Although the suggestion was made to add “Make every effort possible to understand what the situation is in each country or what the situation in each country is regarding online groups” this was not universally endorsed.
• Consensus was reached on the job description of the International Trustee as written.

Trustee-at-Large:
• Re: terminology “at-large” is a tough one especially if people have issues with their weight.
• Role as written is too vague, popularity contest, highlighting a great leader vs. a servant working hard for OIAA every day
• Bring humility into the picture – incorporate service rather than responsibilities
• Flexibility in duties in needed based on the needs of the Board
• A plan, a basic. Of a real operational plan to put with these.
• These job descriptions must be well thought out for these trustee descriptions it’s really essential for our whole operation, our whole corporation.
• Please ask the Board to quit creating new committees/programs etc. which is all just more to deal with – and muddle through and find a place for – and then the work to recommend or establish procedures just keeps growing –
• The liaison role may not need to be a board position – what about the board appointing a liaison?
• Half-baked plan – not ready to be rolled out. Needs to go back to the Board
• Zonal is a dream for the future – not now

Motion made at 14:05PM: The Guidelines Committee recommends to the OIAA Board that the Board be expanded with two International Trustees at this time. The motion was accepted as stated and seconded. A vote was taken and the motion passed with a vote of 7-2. The no vote was given the floor and presented the minority opinion. No one elected to change their vote so the motion prevailed as presented.

Meeting adjourned.

The next full committee meeting will be Wednesday, August 16th, 2023 on Zoom.

Respectfully Submitted,

Gwen M
Chair, Ad hoc Guidelines Committee