Board Meeting Minutes – December, 2023

2023-12-09

Ĉeestas

Ĉeestas Sen Voĉdonrajtoj

Bill (Vilĉjo) HARRIS

Standing Reports

As Follows:

CO

Director of the CO reports a couple big projects but nothing to report.

President

The president has been working with the new co-editors of the bulletin, with Quintyn and the KpK about the website, and with Bill Harris and Amanda Schmidt about the Central Office. Brandon has spoken with all candidates for editors. The president has also spoken with LSG Ligo de Samseksemaj Geesperantistoj) and formally extended an offer to them to have their annual congress at our LK in 2024. Invitations were also sent to KEA and ESF. 

Treasurer

Reports, as prepared by the director of the CO, were sent to the board via email prior to the meeting. One note is, due to the timing of when the check from the Reed Trust came, the final balance, which shows up as being negative, is actually $7000 in the positive. A significant amount of money has been sent as donations which will be applied to December and to this year, but which has not yet been factored in due to our waiting for certain reports from others such as Anna Bennet.

KpK

The KpK has purchased software for use in building the website and has purchased MailChimp for use in coordinating and sending out email communications. The KpK has an active E-USA presence on nearly all social media already and has prepared thank you letters to our donors. Committee members recently attended a Pasporta Komisiono event and learned how E-USA can coordinate with Pasporta Servo, as well as participating in and presenting at the Virtuala Kongreso. Both of these events have brought in new ideas and support from other Esperanto speakers. Chuck Mays, a KpK member, has experience with MailChimp and has been helping in that regard. Amazon Web Services has given us $1000 worth of credit for $95 through TechSoup, which we are using for the website.

LKK

Tentative dates: July 13-16, with verbal confirmation expected this coming Monday, with the location to be at Cal State Dominguez Hills. NASK will end one week before the Landa Kongreso, and the Universala Kongreso will be a couple of weeks after the LK, if these dates are confirmed.

Old Business

As follows:

Funds Working Group

Margo has been building a document to understand the nature, structure, and purpose of the various funds, as well as the E-USA rules and policy and the legal rules concerning each of these funds and their use. We are still struggling with several funds to determine why they were originally set up and what the donors had intended. Fred and David both ask to make sure they have access, and Brandon has been collaborating with Margo to understand the funds. Margo thanks Hoss for his help in explaining a very detailed history of the publishing funds.

Board Meeting Day/Time

Based on board responses, 9 out of 11 people is the most that would be present at any one time. The time that would enable most people to attend is from 3-5 PM Eastern on Saturdays. Bill and Hoss are the two who would be unavailable at that time. Sundays from 4-5 we have the same availability for any shorter or special meetings. In order to be more flexible, particularly with Bill and Hoss, we may need to be flexible as to which Saturday would give them the most availability. The first Saturday of the month would limit the amount of information we could get from our financial reports, and the third and fourth Saturdays would be more likely to hit holidays, but we can revisit this to determine whether there is a way to make meetings more accessible to Bill and Hoss. Weekday meetings limit us to no more than about half of the board at a given time, which makes a quorum difficult, but we may be able to discuss with Hoss and plan enough in advance to make some meetings more accessible to him as well.

Discussion concludes that the second Saturday of each month from 3-4:30 PM Eastern Time would be the best time for the most members and will be the plan for January, but in the meantime, we can verify with Hoss whether a different Saturday would be more attainable for him. Bill confirms he would be available at that time. We are waiting to hear from Amanda whether she will be able to make this new time. Quintyn proposes that the time of our Board meetings will henceforth be the second Saturday of the month, from 3-4:30 PM Eastern Time. Jane seconds. Bill agrees to change it going forward in Google Calendar and in Zoom, starting with the January meeting. Motion passes unanimously with 8 in favour. 

New Business

As follows:

Change in Agenda

Discussion of Support for regional gatherings and operational budgetary discretion are tabled by acclamation, to be discussed in Slack.

Finances

Unrestricted funds include General fund, Gibson endowment, Life Membership, Glenny fund, and Unrestricted Publishing fund. Stephanie has recommended that these funds listed here be combined into the General Fund, which would give us a positive balance of $33,623.84 in the General Fund. Concerns are raised as to whether the Gibson Endowment and the Unrestricted Publishing Fund, in particular, can be safely and legally folded into the Gibson Endowment. There is uncertainty regarding the Gibson Endowment, but it was originally created as an unrestricted fund, and no paperwork has been found. Brandon found an article about the Gibson Endowment from previous decades, which clarified that the board does have the right to spend the Gibson Endowment as they choose. Brandon and Margo recommend we fold in the Life Membership fund and the Glenny fund, and enough from the Swenson Bequest, to allow the General fund to no longer be in the negative. Margo proposes that we fold the Life Membership fund and the Glenny fund into the General fund to balance it out, and then transfer enough from the Swenson Bequest to bring the General Fund to zero. David seconds. Proposal passes unanimously with 8 in favor. 

Reed Trust

The Reed Trust is a separate legal entity to Esperanto-USA, but E-USA is the sole trustee of this. The trust was set up with the rule that we should use 90% of the disbursements to fund scholarships or a professor for a university for the instruction of Esperanto. If we reallocate retroactively the 90% of disbursements that were distributed from the Reed Trust during 2020-2021, and 2023, to the stated aims, which would be a total of $31,443. David suggests that we talk with Stephanie about this, to make sure that we are following legal rules and guidelines in the spending and restriction of these funds. Brandon suggests that, at least for 10% goes to the General Fund, and 90% goes to a new Restricted fund, created for that purpose. Concerns are raised as to whether a future board would then be able to change that fund to an unrestricted fund and spend it toward other methods against the wishes of the donor. David and Brandon will call Stephanie to determine how to ensure that a future board cannot unrestrict the use of that fund. Fred moves that we take 10% of this year’s $12000 disbursement from the Reed Trust and give it to the General Fund and that we consult with our CPA on what to do with the remainder. Margo seconds. Motion passes unanimously, with 8 in favor.

Virtual Open House

A virtual open house would be a way for people who cannot attend a LK or other events in person to meet with leadership and for E-USA leadership to engage in two-way communication with Esperanto speakers around the USA and around the world. This would take place virtually and have participation from leadership and members of the board. Possible suggested dates are in late January and early February, and this could also allow members to meet the new editors and learn about the upcoming LK. This would not be replacing any current events but would be in addition to current events. Board members who are interested in participating should reach out to Quintyn.

End of Year Fundraising

KpK will send out thank you letters to donors to acknowledge and appreciate donors. Quintyn recommends a working group from the board to develop a fundraising campaign, who to contact and when, etc., so the KpK can be focused on the communication side of things. Fred points out that different states have different rules, and other board members confirm that this is why we give people a link to donate through ESF, who does have systems in place to ensure that donations can be legally solicited. Discussion concludes that, if we begin working earlier in 2024, we may be able to have a more robust end of year fundraising campaign, but for the end of this year, we can focus on thanking the people who have donated.

Usona Esperantisto

New editors will go for the year 2024. The board will need to discuss in Slack the salary for the new editors.

Google Workspaces

This allows us to have a [name]@esperanto-usa.org email account and will open up new avenues and allow more security.

Board Member Expectations

Tabled to be discussed at a later time or via Slack.

CO Director

David moves to go into executive session. Margo seconds. The board enters executive session. Quintyn proposes to offer the position of Transitional Director of the CO to Amanda with amendments made by the board. Margo seconds. Motion passes unanimously. Quintyn moves to leave executive session and Fred seconds. Motion passes unanimously.

Meeting adjourned.