OIAA Board Meeting Minutes 14 March 2023

Attendees:
Jeff B., Secretary
Jane G., Chair
Mark M., Technology Chair
Susan R., Vice Chair
Jennifer, Treasurer

Jane G., Chair, called the meeting to order at 5:03 pm EDT (2:03 pm PT). The meeting opened with the Serenity prayer.

Approval of Board Meeting Minutes – Jeff B., Secretary

• The first set of Board meeting minutes to be approved was the January 10, 2023 Board meeting minutes. There were no corrections to the minutes.
• Mark M. made a motion to approve the January 10, 2023 Board meeting minutes and Susan R. seconded the motion. The minutes were approved unanimously.
• The second set of Board meeting minutes to be approved was the February 14, 2023 Board meeting minutes. Several corrections had been sent in previously and a revised version of the minutes was distributed.
• Mark asked whether we had voted to include two new ad hoc committees, the Grapevine committee and the Get Into Action committee, at the last Board meeting. Jeff responded that two ad hoc committees, the Grapevine committee and the Communications Ad Hoc Committee, were added at the February Board meeting. The Get Into Action Committee was discussed at the January Board meeting but no motion was made to include Get Into Action as an ad hoc committee.
• Susan R. had one correction which had previously been made. There were no other corrections.
• Susan R. made a motion to approve the February 14, 2023 Board meeting minutes and Jane G. seconded the motion. The minutes were approved unanimously.

Approval of the Get Into Action committee as an ad hoc Committee of OIAA

• Jane initiated a discussion about voting on bringing the Get Into Action Committee into OIAA as an ad hoc committee.
• Susan R. stated that she had concerns about the mission statement of the Get Into Action Committee which states that it was formed to promote groups getting into general service.
• Jane replied that the Get Into Action Committee started to gather information about online groups and that the committee is now looking at the issues confronting online groups.
• Jeff stated that the mission statement needs to be revised and that at the most recent Town Hall had presentations from online groups about problems and issues with online groups.
• Mark also commented that he understands that the mission has changed but that is not reflected in the current mission statement.
• Susan R. made a motion to postpone the vote on the Get Into Action Committee becoming part of OIAA until the mission statement is revised. Jennifer seconded the motion. The Board voted unanimously to approve the motion with one abstention.

Discussion of Our Relationship with General Service

• Jane asked the question of whether we should be discussing general service at all or do we need to stay away from discussing anything related to general service.
• Jane raised this in conjunction with a request by a member of the Unity committee for funds to attend a Congresso in Columbia.
• Jeff mentioned that the Unity Committee’s mission is to reach out to General
  Service Offices around the world and explained how the committee has liaisons to the various GSOs around the world.
• Susan expressed concerns about the Unity Committee spending this money because it does not seem to be the mission of the Unity Committee and that it should have been part of their budget.
• Jeff further explained how this money would further the mission of the Unity Committee to establish connections to the GSOs and Intergroups in Colombia
• Jane stated that the approval of this Unity Committee expense will be done by the Finance Committee and that a motion from the Board is not required.

Does OIAA Need to Trademark our new Logo? – Mark M., Technology chair

• Mark raised the issue of whether we need to trademark our logo. He stated that it would not be expensive to trademark our logo but we need to discuss what the risks are for doing this. His concern was that someone else might steal our logo and trademark it themselves.
• Jeff stated that if you have a trademark then you need to defend illegal uses of the trademark. If you don’t defend your trademark, you lose it. He brought up the issue that AA had with trying to defend the Circle and Triangle logo and how that cost AA nearly $500,000. Jeff stated that he didn’t think that the effort of enforcing this would be worth it.
• Jeff stated that he would reach out to the intellectual property person at GSO and report back on the conversation with her.

Do still we need a Member Login page? – Mark M., Technology chair

• In the redesign of the website, much of the information on the OIAA Member Login page is being made available in other areas of the website.
• The question becomes: Is there any sensitive information that should be housed in a Members Only section?
• Jane asked if the form filed for the State of NJ with the Officer information would be included on that page. Jennifer stated that these would be corporate papers and would not be made available in the Members section.
• Jeff stated that these types of documents would be placed in a secure area owned by the Secretary.
• The issue of having Board meeting minutes stored in a Members Only area was raised. Jeff mentioned that we are making Board meeting minutes available directly on the website and not in the Members area.
• Mark mentioned that there are no plans currently to have a Members Only area on the new website. The Board agreed with this approach.

Vice-Chair Report – Susan R., Vice-chair

• Susan R. reported that she has taken over as chair of the Guideline Ad Hoc Committee as requested by Jane G.
• Due to other service commitments, the committee was given two weeks off.
• Susan R. reported that several subcommittees have been setup to work on different sections of the guidelines. Susan has been working on the subcommittee to look at parliamentary procedures from around the world to incorporate into Section 3 of the guidelines.
• Susan R. asked the committee whether they wanted her to serve as the committee chair and the committee voted to elect her as the committee chair. The question from Jane was whether OIAA’s Chair has the ability to appoint the chair of an ad hoc committee. [Secretary note: Section 5.06 of the approved Bylaws states: “All committees shall nominate a candidate for the position of committee chair and submit their nominations to the Board, to be voted on by the Board in keeping with these Bylaws.” From the Ad Hoc Committees section of OIAA’s current Guidelines: “The Intergroup Chairperson or any Standing Committee may create Ad Hoc Committees. Each Ad Hoc Committee elects its own Chairperson.
• This seems to indicate that the Chair does not have the ability to appoint the chair of an ad hoc committee. However, this is an issue which can be examined when we convene a Bylaws Revision committee.]

Required Corporate Documents – Jeff B., Secretary

• Jeff mentioned that there are 3 documents that we need to put into place as a non-profile, 501c3 organization. This work was started with Barry and turned over to me.
• The three documents are:
  • A Whistleblower document
  • A Conflict-of-Interest document
  • A Record Retentions policy document
• Jeff stated that there were a few open issues with the Whistleblower document. To report an issue, the Whistleblower would make a report to the Chair. The question is who would the Chair hand off the issue to for investigation. After some discussion it was decided that the Vice-chair would conduct the investigation. Once the investigation was completed, a report would be made to the Board.
• Jeff stated that he believes that a Whistleblower document would have to be filled out by each Officer and Committee chair. A Conflict-of-Interest document would also have to be filled out by the same group of people.
• Only one Document Retention Policy is required for the organization. There is a list of documents types and the retention period for each document type. Jeff asked that the Document Retention Policy be reviewed by the Board members before next month’s Board so that this document can be voted on and approved.

Questions about the Finance Chair and Finance chair motions – Jane G., Chair

• Jane had questions about whether Spencer is still acting as the Chair of the Finance committee. Jennifer stated that she believes that Spencer is still the current Finance chair.
• Mark stated that he thought that Spencer had resigned but Jane has not received any resignation from him. As a result, Spencer is still the Finance chair and, according to the approved Bylaws, Spencer is a member of the Board. Yet, he has not been attending as a Board member.
• Jane stated that there is a motion from Amelia to remove the Finance chair as an Officer of the Board. Brian and Spencer also had a motion relating to the Finance chair that also asked to remove the Finance chair as an Officer of the Board but also asks that the Treasurer should also be the chair of the Finance committee.
• Jeff mentioned that there are some issues with the motions that Amelia presented to Jane. Jeff agreed to review Amelia’s motion and document the issues. Mark suggested that these issues be addressed by a committee convened to revise the Bylaws working with our attorney. Jeff stated that he would include this suggestion in his response to Amelia.

Motions Summary

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

1. Mark M. made a motion to approve the January 10, 2023 Board meeting minutes and Susan R seconded the motion. The minutes were approved unanimously.
2. Susan R. made a motion to approve the February 14, 2023 Board meeting minutes and Jane G. seconded the motion. The minutes were approved unanimously.
3. Susan R. made a motion to postpone the vote on the Get Into Action Committee becoming part of OIAA until the mission statement is revised. Jennifer seconded the motion. The Board voted unanimously to approve the motion with one abstention.

Humbly submitted,
Jeff Bernknopf
OIAA Secretary