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Board Meeting Minutes – June, 2024

Board Members in Attendance

Brandon SOWERS

Quintyn (Kuo/Q) BOBB

David BECK

Ruth (Margo) KEVESS-COHEN

Enrique (Enriko) HARO MARQUEZ

Board Members not in Attendance

Charlotte BURTON

Fred MEYER

Jane SHEVTSOV

Non-Board Members in Attendance

Amanda SCHMIDT

Bill HARRIS

Peggy DOLTER

Mateo BROOKS

Meeting Open, Attendance, Approval of Agenda, and Review of previous meeting minutes.

The meeting was called to order by Brandon at 12:32 PM Eastern Time. The following board members were in attendance: Brandon, Quintyn, Enrique, David, and Ruth. This is five out of eight board members, constituting a quorum.

Brandon asked Quintyn to take notes for the meeting, to which Quintyn had already volunteered, and the board members expressed their gratitude.

Brandon proposed extending the meeting by 30 minutes, making it a 2-hour meeting, since the agenda was very full due to this being the last meeting before our annual conference. If it was decided later that the extra time was not needed, the meeting could end 30 minutes early. Additionally, Brandon suggested a 10-minute break around 1:00 or 1:15 PM. The board members agreed to this proposal unanimously.

The agenda was reviewed, and there were no further suggestions or changes.

Brandon asked for any comments on the previous meeting’s minutes. Quintyn introduced a proposal regarding the handling of meeting minutes, emphasizing their importance as legal documents, particularly for interactions with banks and official matters. The proposal suggested that meeting minutes should not be automatically approved but should be thoroughly reviewed by all board members before approval by formal vote. Quintyn highlighted the importance of sending out the minutes promptly after the meeting and giving board members a 24-hour reminder before the next meeting to review the previous meeting’s minutes. Additionally, it was suggested that a summary of decisions be sent to the bulletin shortly after the meeting with a note indicating that the official minutes would take precedence if there were any discrepancies.

David and Ruth supported the proposal, noting that reviewing the minutes before the meeting was beneficial and that timely reminders to read the minutes were helpful. Mateo suggested that draft minutes be sent out quickly after meetings to prevent members from forgetting important details.

Brandon agreed, adding that whoever calls the meeting should remind members to read the minutes at least 24 hours ahead of the vote to approve. He also suggested that the summary of decisions continue to be sent to the Bulletin to keep the membership informed, with the note that the official minutes would take precedence.

Proposal: Discontinue the practice of automatically approving board minutes, recognizing their status as legal documents requiring thorough review.

The proposal was moved by Quintyn and seconded by Ruth. There were no oppositions or further changes suggested. Amanda inquired if the board would review the meeting minutes together during each meeting or if everyone would read them ahead of time and suggest changes. David clarified that board members should read the minutes before the meeting and approve them during the meeting itself.

The board also agreed to continue to make video or audio recordings of the meetings to ensure accuracy and provide a reference for the Secretary if needed.

The proposal was put to a vote and passed unanimously with a 5-0 vote.

Special and Standing Reports

The Central Office

Bill and Amanda were invited to present their report.

Amanda reported that she and Bill had been working hard on various tasks, including reviewing all the accounts in QuickBooks with assistance from Matt and a QuickBooks technician. They aimed to organize the accounts better and consider deleting unnecessary ones before switching to QuickBooks Online, which does not permit account deletions.

They also highlighted the existence of multiple similar accounts, such as those for postage and shipping, and their efforts to consolidate them. Amanda mentioned that she and Bill had reviewed the tasks performed using his proprietary software on his desktop computer. They need to find alternative ways to carry out these tasks once Bill’s system is no longer in use, since all orders made through our current bookstore, including memberships, are set up in such a way that they can only be processed by Bill’s proprietary software.

Amanda shared her comprehensive review of the tasks she would need to continue doing versus those required for the transition. She expressed that this review made her feel less overwhelmed, as many tasks related to Bill’s proprietary programs were no longer relevant.

Furthermore, Amanda informed the board that our intern will be starting on Monday, who will assist significantly with preparations for the upcoming conference and the annual report. The intern will help with formatting, compiling, printing, and other tasks. Additionally, she will assist with the bookstore project, including setting up a system to sell books at the conference and arranging credit card payments.

Brandon thanked Amanda for her report and asked if anyone had questions or needed further information related to the Central Office. There were no questions or further comments.

President and Vice President

Brandon and Quintyn opted to forgo a detailed report, noting that the agenda items and ongoing activities already encapsulated the efforts and projects they were managing. They offered to address any questions if the board members had any.

Brandon asked if anyone had questions for him or Quintyn. There were no questions.

Treasurer and Landa Kongreso Komitato

David confirmed that he had sent out the monthly financial reports, noting that everyone should have received them. He raised a question regarding the year-to-date monthly operational summary, specifically about a line item indicating $17,340 for the total convention. Amanda clarified that the $17,340 was an income line, not an expense.

Ruth questioned the implications of the income and associated expenses, expressing concern about the potential negative impact on the bottom line if the convention expenses matched or exceeded the income.

David Beck explained that it is common for the organization to be in the negative at this time of year due to the uneven arrival of donations, which are typically concentrated at the end of the year.

Brandon mentioned that membership was up 36% compared to the same time last year, which was a positive development.

Amanda detailed recent expenses, including a deposit for a charter bus for transporting conference attendees to the beach party and purchasing branded towels for attendees staying in student housing. These expenses were necessary as student housing did not provide towels, and the branded towels were a cost-effective and useful alternative. David reiterated that the towels were the first and only actual purchase made so far, with other expenses being deposits.

Brandon suggested organizing membership discussion sessions on various topics, like international engagement, to fill some time slots at the congress. Quintyn confirmed that a petition for session topics was included in the last email to the membership.

David inquired about the ability to take credit card payments at the congress, specifically for the bookstore. Amanda mentioned plans to get point-of-sale tools that can be used with phones. David emphasized the need for efficient payment options at the congress to handle various charges, including food. Brandon and David discussed the importance of encouraging pre-registration for meals to avoid potential issues with physical payments and ensure a better experience for attendees. Matt suggested that the payment system should be versatile enough to handle all types of transactions during the congress.

Brandon proposed a separate meeting to finalize details related to the Landa Kongreso.

David Beck concluded his report and Brandon asked if there were any further questions for David. There were none.

Education Committee

Ruth, Chair of the Education Committee, provided a brief update, stating that Derek now has two CD copies of “pasporto la la tuta mondo” courses and has noted that the quality could be improved. She plans to follow up with him to determine the cost and timeline for these improvements.

Chuck Mays had informed Margaret that obtaining a high-quality, editable scan of the 10-lesson postal course would cost $180. This scan would allow for updates and edits, making it accessible for those who prefer or need a paper course. Ruth agreed that this expense was worthwhile and mentioned using existing funds to cover the cost. She will confirm this with Chuck.

Ruth reported that the series of films for the Lernu! course is nearly completed and will soon be uploaded to YouTube. However, the editing of the actual app for the course has only just begun. The project is more complex than initially anticipated.

One of the Education Committee’s tasks is to determine the use of Reed fund money for scholarships and professors. Margaret suggested coordinating with NASK, which hires professors, and possibly collaborating with ESF to cover professor salaries while exploring other grant opportunities.

Brandon supported the idea of editing the “Pasporto al la Tuta Mondo” course for better quality, suggesting that Alex might know skilled individuals who could assist at a lower cost than commercial services. Ruth agreed to follow up on this suggestion.

Brandon thanked Ruth for her updates and asked if anyone had questions or comments. There were none.

Communications Committee

Quintyn, Chair of the Communications Committee,  reported that the new website is up and running. The website currently consists of three main pages, with links to other relevant websites, some of which are not owned by the organization. Quintyn expressed excitement about the recent update posts available on the website. These posts can be used for disseminating information to the membership. Quintyn was able to publish the review of the previous minutes on the website, ensuring easier access for members. The website is expected to continue evolving. Version one, which establishes the basics, is published. The KpK is working on translating everything into Esperanto. This draft will then go to proofreaders. Ruth and other community members will assist in proofreading before publication. The committee plans to continue adding content to the website. Members interested in more details were encouraged to discuss further.

With Mailchimp, the committee aims to provide regular email updates, especially since the Bulteno will only be published four times a year. A proposal for the content and frequency of these updates is being worked on by Enrique and Quintyn, with an expected solidification by the next KpK meeting on Tuesday.

A social media code of conduct has been passed by the committee. The committee is considering expanding these guidelines to the entire Esperanto community, defining harassment, and criteria for blocking/removal from online platforms. 

Matt questioned if there is an inventory of official Esperanto U.S.A. groups on social media and if the moderators are aware of the new policy. Quintyn confirmed the existence of such an inventory and mentioned efforts to bring moderators such as Rachel Helps into KpK’s management of these groups. Mateo inquired if there will be a list of official channels on the website. Quintyn confirmed that this is a planned update and is currently partially built out on the website.

Ruth asked if the committee is coordinating with the editors of the Bulletin. Quintyn assured that they will coordinate to avoid duplicating efforts, especially for community highlights.

David suggested politely asking groups using the Esperanto-USA name without consent to remove it. Enrique raised a legal concern about the ability to enforce this. Ruth pointed out that groups can identify as fan clubs but must clarify they are not officially associated.

Brandon highlighted the integration between Salesforce and Mailchimp, ensuring that Mailchimp can read updates and provide detailed reports on email engagement.

Quintyn briefly overviewed Mailchimp’s ability to provide demographic insights, showing the age distribution of recipients and engagement rates, which can help tailor future communications. Other board members expressed interest in exploring this further.

Old Business 

Membership Committee’s Proposal

Brandon opened the discussion on the recommendations from the membership committee, focusing on dues rates and membership categories. Peggy, Chair of the Membership Committee, summarized the proposed changes, emphasizing simplification and overdue adjustments to dues. The proposal aims to streamline categories and increase dues to adjust for cost-of-living increases, with dues set by the board as per the bylaws. Peggy suggested considering online memberships for only international members.

There was a discussion on proposed changes to rates and categories. Matt stressed understanding financial goals beyond dues, echoed by David, who emphasized diversifying income streams. 

UEA’s discount for youth members was clarified as up to age 25, with automatic TEJO membership up to age 35.Brandon proposed a $50 combined youth rate to include UEA/TEJO membership for those under 25, generally agreed upon. He pointed out that we would keep slightly more than half of the income from each of these memberships, and also avoid the annual $2 ‘per-capita’ payment to UEA for non-members. Brandon clarified the $50 combined youth rate would result in a $7 discount, compared to $30 youth membership in Esperanto-USA and $27 youth membership in UEA/TEJO. Matt suggested offering both youth memberships for E-USA only and a combined youth E-USA & UEA packageDavid sought clarification on under-19 discounts. Brandon and others favored keeping one combined youth price for simplicity.

The Board discussed membership categories, clarifying family membership and voting rights. Questions arose about age requirements for children and potential misuse of family memberships. The possibility of paperless bulletins was debated, considering organizational values.

Proposal: The Board will present the recommendations from the Membership Committee at the Landa Kongreso and send it out to the membership shortly, with the addition of having the  youth membership cut off at age 25 instead of age 30, and including a combined youth for UEA and TEJO membership at $50.

The proposal was moved by David and seconded by Enrique. The proposal was put to a vote and passed unanimously with a 5-0 vote. David thanked Peggy and her committee for their work on the membership changes. 

Brandon proposed tabling the discussion on the Regional Events Working Group and the UN Office topics due to lack of time. David Beck noted Fred’s absence and seconded the motion to table the discussion. The group agreed to table the discussion and take a five minute break.

Dulanda Kongreso

Brandon introduced the proposal from the Toronto group to organize a joint conference for the U.S. and Canada next summer. They invited Esperanto-USA to hold their annual Congress as part of the event.

Enrique raised a question about the LKK  reports from Toronto and whether joint meetings would be required. Brandon suggested updates from designated members or periodic written reports. David mentioned his experience with previous events and suggested minimal involvement in logistics. Matt suggested appointing delegates and forming a joint committee to manage the event. Brandon expressed confidence in the Toronto group’s organization and suggested challenging them to have registrations ready by the next Kongreso in Los Angeles. Matt encouraged involving interested members in event planning and suggested establishing a North American Events Committee.

David moved and Ruth seconded the following motion to accept the invitation to hold the annual Congress in Toronto:

Proposal: Accept the invitation to hold our Annual Congress in 2025 in Toronto as part of the Dulanda Kongreso.

The Proposal was put to a vote and passed unanimously with a 5-0 vote.

New Business

Labor Allocation for the Central Office

Amanda brought up the topic of labor allocation and shared her time sheet, indicating she has been working between 15 and 20 hours per week on average, with some weeks exceeding 20 hours. She noted that she might work closer to 30 hours per week during the current crunch time leading up to the CO transition and conference. She expressed concern about exceeding the originally estimated hours of 5 to 10 per week for the first six months of training and requested the board’s approval to work more than 20 hours per week during this transition period.

Brandon acknowledged that the original scope of the transition was underestimated and praised Amanda for effectively managing the workload. He highlighted that the transition is progressing well, but there’s still much to do.

David suggested discussing this topic an executive session. Brandon suggested that we table the topic and return to it later in the meeting, and plan to go into executive session at that point.

Ruth inquired about Amanda’s workload after July 1st, to which Amanda mentioned her hope to work fewer hours once the transition is settled, ideally settling around 20 hours per week. Matt forecasted that more time might be required for certain tasks in the next few months but expected workload reduction afterward due to process simplification. Brandon appreciated Amanda’s time tracking and expressed readiness to analyze tasks for potential streamlining in the future. David asked if Amanda preferred to work 20 hours per week, to which she responded that between 20 and 30 hours would be acceptable, but over 30 would be too much, and that as few as 15 would be acceptable.

The board agreed to discuss the matter further later in the meeting in executive session.

Social Media Usage Expectations

Quintyn initiated the discussion by introducing the topic of the social media code of conduct, highlighting the need for policies in place to ensure constructive conversations and prevent harassment on online platforms. He showed the Board the document outlining these expectations, which were approved by the Communications Committee. He outlined the document’s purpose, including definitions of harassment and spam, and emphasizing respectful engagement. The process for reporting incidents and subsequent actions were also discussed, focusing on transparency and documentation.

Matt raised two points regarding the reporting policy and the criteria for blocking individuals. He suggested adding clarity to the criteria for blocking individuals to avoid ambiguity, and including a specific email address be used for reporting misconduct on social media. .

The discussion expanded to discuss the role of a board “delegate” as outlined in the policy, and the possible role of an “ombudsman.” Quintyn explained the delegate’s role and suggested utilizing the Communications Committee for handling reports and to revisit the question of the ombudsman. 

David proposed revisions to the blocking criteria for clarity and emphasized the importance of upholding freedom of speech while maintaining a welcoming atmosphere. Ruth raised concerns about addressing irrelevant topics on social media platforms such as political ones. Quintyn clarified the roles and responsibilities regarding addressing conflicts and reporting incidents.

Proposal: Incorporate the Appropriate Account Use to the official policies of Esperanto-USA pending updates by Quintyn to reflect the discussion during the board meeting. These policies will be subject to at least annual review by the Board to ensure continued relevance and compliance.

Ruth proposed the vote and David seconded the motion. There was a unanimous (5-0) vote in favor. 

Appropriate Workspace Account Use

Quintyn presented and provided an overview of the document he prepared for the meeting. He emphasized the need for proper use of organizational accounts on Google Workspace and Slack.

Quintyn highlighted the Executive Director’s responsibility in managing these accounts strictly for organizational purposes, ensuring compliance with Esperanto-USA’s mission and operations. Key points discussed included: The exclusive use of accounts for Esperanto-USA purposes, keeping account passwords confidential, respecting others’ privacy and adhering to the social media code of conduct, prohibiting the use of accounts for illegal or unethical activities.

David raised concerns about password security, suggesting unique passwords for each technology platform. Matt provided insights on policy versus guidelines distinction. Brandon suggested rephrasing the document as a policy instead of guidelines, and the group discussed its implications. It was agreed to add a clause reserving the organization’s right to view account activities.  Matt emphasized clear language and enforceability in organizational policies.

Proposal: Incorporate the  Social Media Code of Conduct to the official policies of Esperanto-USA pending updates by Quintyn. These policies will be subject to at least annual review by the Board to ensure continued relevance and compliance.

David moved to accept the policy, seconded by Ruth. The proposal was passed with unanimous (5-0) approval.

— 

Brandon mentioned the allotted meeting time was almost finished. He expressed reluctance to extend the meeting much beyond two hours and suggested discussing the financial matters and the executive session. Ruth emphasized the importance of addressing the finances to simplify Amanda’s tasks. David stressed the need for both priorities: finances and the executive session.

Brandon suggested extending by 15 minutes, until 2:45 Eastern. David suggested 15 more minutes, extending until 3:00 Eastern. Quintyn expressed the need for a longer duration.

Brandon suggested extending until 3:00 Eastern, ending early if possible. No opposition was voiced. The meeting was extended until 3:00 Eastern.

Funds Working Group Proposals

The following proposals were discussed during this session:

  1. Proposal: Merge all funds from the Swenson Bequest into Esperanto-USA’s brokerage account.
  2. Proposal: Consolidate the Gibson Fund into the General Fund, as the Gibson Endowment income is allocated there already.
  3. Proposal: Merge the Unrestricted Publishing Fund into the General Fund.
  4. Proposal: Direct all investment  income from Esperanto-USA’s brokerage account to only the General and Endowment Funds.
  5. Proposal: Create a comprehensive budget for 2025.

The board members discussed the suggestion to direct income from the brokerage account to the general fund to simplify accounting and our complicated investment income allocation system. Financial reporting, the need to simplify our complex fund system, and the management of endowment funds were discussed. The discussion also included the timing of sending out emails related to various updates, including the Landa Kongreso and excursions details. David suggested waiting another week to avoid overwhelming members with too many emails. There was a brief confusion about whether certain information had already been sent out, but Quintyn clarified that an update covering multiple topics had been sent.

David proposed accepting all five of the proposals, and Ruth seconded. The proposals passed unanimously (5-0).

Executive Session

David proposed going into executive session, and the proposal was seconded by Quintyn. The proposal passed unanimously, and the Board entered executive session at 2:40 PM ET.

During executive session, the following motions were passed unanimously (5-0):

Proposal: Allocate up to $1000 for a retirement gift for Bill, with up to $200 used for a physical gift to be presented at the 2024 Annual Congress, and the balance to be paid as a bonus on his final paycheck.

Proposal: Approve Amanda Schmidt to work up to 50 hours per two-week pay period through the end of August, with no more than 40 hours in any given week, and with an exception allowing for additional hours as needed for the pay period containing the Congress. Beginning in September, the Board expects that she will be working an average of 40 hours per two-week pay period.

The Board left executive session at 3:10 PM ET.

Conclusion

The meeting was adjourned at 3:11 PM ET.

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