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ACB Board of Directors Meeting Minutes: February 20, 2021

President Dan Spoone called the February 20, 2021 American Council of the Blind Board of Directors meeting to order at 11:00 AM Eastern time. At the call of the roll, the following officers, directors, staff, contractors, and invited guests were present:

  • Dan Spoone, President
  • Mark Richert, 1st Vice President
  • Ray Campbell, 2nd Vice President
  • Denise Colley, Secretary
  • David Trott, Treasurer
  • Kim Charlson, Immediate Past President
  • Jeff Bishop, Director
  • Donna Brown, Director
  • Sara Conrad, Director
  • Dan Dylan, Director
  • Katie Frederick, Director
  • Jim Kracht, Director
  • Doug Powell, Director
  • Pat Sheehan, Director
  • Michael Talley, Director
  • Jeff Thom, Director
  • Penny Reeder, Board of Publications
  • Eric Bridges, Executive Director
  • Cindy Hollis, Membership Services Coordinator
  • Kelly Gasque, Executive Assistant and Multimedia Design Specialist
  • Sharon Lovering, Editor, Braille Forum
  • Nancy Marks Becker, Chief Financial Officer
  • Clark Rachfal, Director of Advocacy and Governmental Affairs
  • Tony Stephens, Director of Development
  • Jo Lynn Bailey-Page, Grant Writer
  • Debbie Hazelton, ACB Radio Program Director
  • Rick Morin, ACB Radio Technical Director
  • Janet Dickelman, Conference and Convention Coordinator
  • John McCann, guest
  • Maria Hansen, guest
  • Koni Simms, guest

Approval of agenda: Trott moved acceptance of the agenda with the addition of the role of the Executive Committee, Richert seconded the motion, the agenda was approved.

Approval of board meeting minutes: Trott moved, and Thom seconded the motion to approve October 13, November 14, November 23, and December 2 board meeting minutes. The motion carried.

Executive Committee Meeting Summary and Discussion

President Spoone provided the board a review of the January 8, 2021 Executive Committee meeting. The following items were discussed during the meeting:

  • ACB drafted a statement concerning events at the Capitol January 6
  • Discussion occurred concerning seeking consulting support for training on diversity, equity and inclusion, and sexual misconduct.
  • Discussion around community events, including appropriate topics, took place. A motion was made requiring events posted to the community schedule be hosted by an ACB-trained Zoom host.
  • Approval of budget money to create a full-time employee (FTE), to coordinate the audio description project and grant writing, the position's been posted, and the interview process is underway.

Kracht moved and Trott seconded the motion to ratify the motions made during the executive committee meeting. The motion passed.

Powell moved and Kracht seconded a motion that the president appoint an ad hoc committee to explore the current role of the Executive Committee. Powell elaborated on his motion to establish a committee to review the role of the executive committee and how it intersects with the full board. He would like a report available prior to any constitution and bylaw changes.

Issues of concern:

  • Executive Committee committed up to $50,000 for training and this is not in the budget; this is a lot to spend without board discussion. Powell would like the committee to explore a dollar limit.
  • The Constitution requires 2 weeks advanced notice of board meetings but is this necessary in the digital age.
  • Staff change (can changes be made and under what circumstances without the whole board approval).

Powell hopes this appointed committee can review these issues. Campbell read Article 6C of Constitution and nothing in the last meeting was outside its authority. There are things the committee needs to act on. Campbell and Thom agree the constitutional language is broad. Kracht supports the need for a committee to review the executive committee scope of authority. John McCann pointed out there are DC code provisions that mention a designated body, which is a subset of the board with specific powers. Trott supports Powell's motion and that a 14-day notice for a board meeting is un-necessary, but there is still a need for the executive committee. The board will need to open the budget and approve expenses. There is no timeline on this, but we will need to do this so the public can see it. President Spoone pointed out that the Voting Taskforce recommends not voting on constitutional and bylaws changes. The Ad Hoc Committee will bring recommendations to the fall board meeting. Bishop would like to serve on the committee as it relates to members selected to serve on the executive committee. Going forward, President Spoone will invite the whole board to executive committee meetings, but only executive committee members can vote on issues.

Mission Moment

President Spoone and Executive Director Bridges thanked the ACB Radio team and volunteers for making these ACB events possible.

Consent Agenda

Colley moved and Sheehan seconded approval of the consent agenda. The motion passed.

President's Report

Spoone stated that as a heads-up, we as a board are responsible for discussing organizational policies and guidelines. ACB is in no way trying to be prescriptive, but there are growing pains and as a board, we are responsible for reviewing these guidelines and policies as issues arise.

WBU Update

Kim Charlson reported that in late October, the WBU Executive Committee met and made the decision to move the quadrennial General Assembly meeting to a virtual event. The WBU dates are June 28-30. The WBU meets in conjunction with ICEBVI, this event is known as the World Blind Summit. The WBU Executive board meeting will take place for three days, two hours each day. The meetings run from June 14-19 from 7:30-9:30 AM Eastern. The week of June 21 is for presentations, re-ports and elections. ACB is responsible for collecting dues from U.S. member organizations and then paying WBU dues. Spain hopes to host an in-person General Assembly, perhaps in 2024. Kim will share more de-tails about the WBU events as they become available.

L10 Update

Some board discussion occurred surrounding the L10 methodology. Some common themes were: it is efficient for running meetings, prioritizing tasks, and this structure is now being used by the Advocacy and Public Awareness Steering Committees. A concern expressed was that using this structure for meetings sometimes creates time constraints, but discussion of ideas and topics does help focus meetings.

Auction Thanks and Reminder

Leslie Spoone, Auction Chair, thanked board members for their participation in ACB’s auctions, which combined raised over $52,000. June 1 is the deadline to send items for the 2021 summer auction.

Diversity, Equity, Inclusion (DEI) and Sexual Misconduct Training Workshops Feedback

Spoone reported that many board members re-ported that they found the training very favorable, good conversation, good discussion, and valuable content. Eric shared that future ACB trainings will take place with Lathram GPM and this will include annual training opportunities.

Executive Director’s Report

Bridges reported that funding was secured for a position of assistant to the membership services coordinator through the Gibney Foundation. This position needs to be reflected in the budget. Campbell moved and Brown seconded a motion to approve the position of assistant for the membership services coordinator. The motion passed. Recruitment will begin for the Alexandria Administrative Assistant position with an announcement going out for that position soon. An announcement for a communications manager will go out toward the end of March. Eric thanked Erika Keller for her work in the organization's HR role. Eric thanked Jeff Bishop for his role in transitioning ACB email lists to Groups.io. Rick Morin has joined the team as ACB Radio's Technical Director. Rick also manages groups.io. ACB has over 157 email lists with over 12,283 unique email address subscribers. There are approximately 85 moderators. The goal is to have a list moderator to self-moderate lists. If you visit acblists.org, you can sign in with your email address and the system can send you an auto-generated password. You can see the lists you are subscribed to, and all the recent traffic on those lists.

Performance Evaluations Under EOS

Quarterly cadence of L10 has a performance system that tracks with rocks. The fourth quarter meeting is an annual review. Jeff Thom asked for executive director and board evaluations to be incorporated into the process as part of board review responsibilities.

Staff Reports

Advocacy and Governmental Affairs

Clark Rachfal, ACB’s Director of Advocacy and Governmental Affairs reported that ACB’s work on accessible voting is ongoing. Some of the gains were only for the 2020 election, and Cases are proceeding in several states. HR 1 and S1 are broad rights reform at the federal level. A glaring problem with them includes strict paper ballot mandates which are inaccessible for ACB members and many in the cross-disability community. Currently, the legislation does not have enough votes to pass the Senate. Accessible voting initiatives allowed ACB and NFB to come together. We all want greater access to voting.

DOT issued final rule of travel with service animals. The rule became effective on 1/11. This is being monitored closely by ACB. Feedback has been provided concerning attestation forms. On February 22, at 1:15 eastern, DOT representatives will speak about implementing this rule. Following the DOT panel, GDUI users will moderate a conversation by Alaska, American Delta and United about the rule. Finally, Swatha Nandhakumar will begin on March 1 as ACB's Advocacy and Outreach Specialist.

Public Awareness

Kelly Gasque, ACB's Executive Assistant and Multimedia Design Specialist, spoke to the board about several initiatives of the public awareness steering committee, her work with Kate Vendemio, and she provided social media statistics. Kelly's full report is attached in the reports section of the minutes.

Development Report

Tony Stephens, ACB's Director of Development, reported on ACB's direct mail campaign. David Trott asked about viability of direct mail, and Tony indicated ACB is doing much more targeted direct mailings.

Jo Lynn Bailey-Page thanked the Gibney Family Foundation for their support of ACB's community initiatives. The Uni-Description Project, which began in 2017, has developed audio description for national parks. De-script-a-thons occur twice a year, and the most recent event described Midwest parks. The event was long, complex, but rewarding. The Google Foundation will continue their funding of this initiative. Description is now provided in over 100 of the nation's 400 national parks. Tony and Jo Lynn's report are attached in the reports section of the minutes.

Membership Services Report

Cindy Hollis, ACB’s Membership Services Coordinator reported Hump Day Happy Hour started March 11, 2020. That event has continued nearly every Wednesday since that time. Calls aver-age around 15 affiliate presidents. 11 calls were held the last two weeks of March 2020. In the last week of February, 2021, 93 events will be held. As of 2/27/21, scheduled activities numbered approximately 340 events.

Chief Financial Officer Report

Nancy Marks Becker, CFO, reported that ACB received notification in November 2020 from the Blair Trust that all parties signed onto and agreed to the terms of the trust, and distribution percentages. In December, ACB received $311,806.00 from the Blair Trust. Per ACB's legacy endowment policy, the funds in the reserve ac-counts need to be 100% of the 2020 approved budgeted expenses from operations. Based on the policy, $101,452 needed to be added to the re-serve account before allocating the remaining funds to the legacy and re-serve accounts. The remaining allocation to the reserve account was $57,581 and the legacy account was allocated $172,773.00. The total amount in the reserve account is 159,033.

Affiliate Member Management System (AMMS) Update

To better under-stand the diversity of ACB’s membership, voluntary fields for gender and race/ethnicity were added into AMMS this year. If a member does not want to provide this information to an affiliate membership records per-son, individuals can visit members.acb.org and update their individual profile. However, this information is strictly voluntary and not required. ACB is in the process of merging database records, but this is a very time intensive project. However, once it is complete, members will be able to manage everything from the members.acb.org site with one account.

Scholarship Process

The scholarship application period opened in November 2020 and closed February 15. A total of 270 individuals started an application and 156 complete applications were received. ACB published the scholarship information on the website, via Dots and Dashes and held community events demonstrating how to complete an application. Partners, such as AFB VisionServ Alliance and schools for the blind also distributed ACB's scholarship information. The Scholarship Committee is beginning the process of interviewing and selecting winners, who will be notified in May.

Campbell moved and Thom seconded approval of the staff reports, the motion passed.

Treasurer's Report

David Trott reported that in 2020, despite Corona-virus, ACB's net profit was $284,161, the amount budgeted was $237,439. The revenue was $1,607,525, budgeted revenue was $1,348,548. Expenses were $1,765,025, budgeted expenses were $1,194,487 for a net operating loss of $157,500, with a budgeted net loss of -$453,939. Actual unrealized gains in 2020 were $228,053, convention profit was $213,608, with a budgeted profit of $216,500. Corporate giving programs, such as creating a healthier community, Combined Federal Campaign and United Way increased significantly. Due to holding a single event in 2020, the Audio Description Project (ADP) was below budget. Individual donations, along with ACB fund-raisers such as the auctions, walk, raffle, AMMS, and Mini Mall purchases, were above budget. Working from home necessitated some higher than anticipated software costs than initially budgeted. Wages and benefits were slightly above budget in 2020, due to the director of development working with the contractor during a transition time and hiring an HR staff person. Legal fees were higher than budgeted in 2020 due to Blair Trust terms negotiations and cancelling the Schaumberg hotel contract for the conference and convention. Fluctuation of the stock market also impacted ACB, however, by the end of 2020, investment returns yielded from 9% to 12%. During the 2020 virtual conference and convention, ACB earned $4,655 and is expected to grow over the next few years. Thrift store sales were slow in 2020, but stores managed to come close to their monthly sales goals near the end of the year, contributing $110,000 to ACB.

Brown moved acceptance of the Treasurer's report, Powell seconded the motion. The report was approved.

Motions

Director Jeff Bishop brought two motions to the board for consideration.

First, Bishop moved and Charlson seconded a motion that board policy be amended allowing members to participate virtually for the fall 2021 meeting. After some discussion, a friendly amendment was made encouraging in-person participation but making the virtual option available to those who might choose to take advantage of it. The motion passed, with Kracht and Powell voting against, and Thom and Trott abstaining.

The second motion concerned amending the board stipend policy as financial considerations are a key barrier to board membership. The stipend increase would cover transportation, hotel cost based on double occupancy and per diem. Numbers ranged from $800 to $1000 per meeting for expenses. Bishop moved that the stipend for each board member be amended to $800 per board meeting, Denise Colley seconded the motion adding, “Sometime in the future”. Bishop and Colley agreed to the friendly amendment. Powell suggested $1,500, however, Bishop stated the purpose of the stipend is not to cover the entire cost, but to help with expenses. Jeff Thom stated that if we are an inclusive board, we need to cover costs for everyone. Trott pointed out if more people take advantage of this proposal, we could be looking at $48,000 per year for board meeting costs. Bishop pointed out we can always increase the stipend and ideally cover 100% of all expenses, but as an organization, we are not in a financial position to do that right now. Powell suggested we monitor virtual board participation, if people are not taking stipend but participating virtually, we can adjust the stipend if needed. Michael Talley appreciated this step to make the board more inclusive. Pat Sheehan asked if BOP representatives are included in this proposal, and the answer was that they are included. Nancy indicated most people only request a stipend reimbursement when it is needed. The motion to increase the board stipend to $1,000 per board meeting to cover transportation, appropriate per diem and lodging, based on double occupancy, passed unanimously.

Community Events Policy

Cindy reported that the Guidelines have been reviewed by legal counsel. Thom asked if community concerns have been addressed. Special-Interest affiliates want a way to reach out to event attendees, but there is not a way to do that yet. Future policies will be added around Zoom hosts and training, many of the items in the com-munity events policy are in the hosting guidelines as well. Brown moved the event policy be approved as presented, Campbell seconded the motion. Powell asked if there is a grievance procedure in the policy. At this time, individuals are instructed to reach out to Cindy. Also, if hosts have an issue, they need to let Cindy know. Currently the ACB Code of Conduct operates as the official grievance policy.

ACB Radio Report

Debbie Hazelton and Rick Morin shared that ACB Radio highlights include:

  • Adding another individual to the production team.
  • Second Reaper class taking place now.
  • Working on getting more advanced notice from staff/community calls, making sure ACB Radio is at the forefront of communication and events.
  • Virtual conventions are scheduled through the middle of October, Florida will be a hybrid and likely many others will as well.
  • ACB Radio will provide streaming services, help with Zoom support, and provide support when speaking with hotel AV staff.
  • More Zoom training is underway for convention hosts and streamers.
  • Many affiliates are donating to ACB Radio in appreciation for the help and this is assisting in covering expenses. ACB has not charged affiliates for streaming services in 2020.
  • ACB-Radio Friends email list is going away, the announce list will remain.
  • Work is being done on the Mainstream schedule.
  • Needs exist for new server and software, Live365 will help with licensing streams and provide more visibility to ACB Radio.
  • Fundraising: still accepting donations for Valentine's Day concert, the goal is $5,000 and we are at $3,900.
  • Affiliate-level sponsorships will be available during the month of March airing April through August.
  • ACB Radio Roundtable will occur the first Saturday and “Chewing the Fat” is the first Thursday of the month.
  • Thanks to Debbie Hazelton for her support.
  • Rick has been making the transitioning from Jason, and is still learning a lot, but feeling more confident he is mastering the skills.
  • Zoom now supports high-definition stereo, pre-recorded video will go out in stereo as well. :
  • ACB Radio is working with Louisville Web Group, looking at IT infra-structure.
  • ACBMedia.org is under development, which will give people easier access to content.
  • Rick is monitoring groups.io to watch for ISP blocking email list traffic.
  • Rick is working on adding more community content to the main-stream channel.
  • The team is looking at a database to best manage national convention projects.
  • Video production is appreciated by low vision attendees, people asking for video of auction items, more engagement from sighted and low vision community, if interested in video production, please reach out to Rick Morin.
  • ACB Radio Policy: The policy will apply to streamers and guests.
  • This is informational, making the board aware of ACB Radio policies and procedures that align with ACB's code of conduct.
  • Campbell moved and Powell seconded approval of the ACB Radio report, the motion carried.
  • Board of Publications (BOP) Report: Penny Reeder reported the following BOP highlights to the board of directors:
  • Interviewed moderators for the ACB Conversation list and presented findings to the BOP.
  • Moderator training will begin soon.
  • The ACB-Conversation list will replace ACB-L.
  • BOP award nomination summary is in the February Braille Forum
  • An article will be in the May Forum concerning the candidate pages and process.
  • Two candidates’ forums are planned in June, in advance of the July conference and convention.
  • BOP will provide training in March for affiliate newsletter editors.
  • Starting on March 2, BOP meetings will be streamed on ACB Radio.
  • Brown moved and Powell seconded the BOP report, the motion passed.

Conference and Convention Coordinator Report

Janet Dickelman reported to the board the Phoenix contract was released with no penalty and no obligation to rebook. We are unable to rebook there, due to costs, but she wanted to try to give our business to Hyatt. A proposed 2024 venue consideration is Jacksonville, Florida and a 2025 site is Dallas, Texas. These sites are offering $99 room rates for 2024 and 2025. Audio/visual needs and food and beverage pricing are still being worked out. Trott moved and Campbell seconded a motion to allow Janet to proceed with 2024 and 2025 contract negotiations respectively. The motion passed.

The 2021 ACB Conference and Convention theme is better together wherever we are.

Conference registration will open May 20 and close June 28. Five streams will be available for sessions on ACB Radio this year. Separate streams will exist for the exhibit hall and tours. Links and contact information will be available for exhibitors to hold Zoom rooms. Vendor sessions will occur at same time each day. Janet reported that the Convention Program Committee is working on the agenda. Powell moved acceptance of the convention report, Sheehan seconded the motion. The motion passed.

Voting Taskforce Recommendations

Pat Sheehan reported that the task-force looked at phone and technological systems for the voting process. Constitutionally, a standing rule will need to be suspended that requires paper ballots be used as a secret ballot. Virtual roll call will take place, so names of delegates must be known in advance. The Nominating Committee can meet prior to the convention, and that is allowed.

Three alternatives were considered for voting: Election Buddy, Election Runner and Vote Now. Based on our needs, the taskforce believes Vote Now will best meet the needs of ACB. Guide Dog Users Inc. (GDUI) has used this system since 2015, and telephone and online options are available. Voting codes will be sent via email and regular mail. This will allow all members to vote. Vote-Now estimates the cost to run from $15,000 to $20,000. Trott moved the approval of using Vote-Now for elections and budgeting up to $20,000 for this purpose. After some discussion, the motion passed.

The voting process will be communicated via ACB's communication channels and community calls. Campbell moved and Kracht seconded approval of the Voting Taskforce recommendation. The full report is also attached to the minutes in the reports section.

Committee Reports

Ray Campbell thanked the Multicultural Affairs committee for holding a session during the upcoming legislative seminar and for hosting a Black History presentation February 27. David Trott recognized that the Next Generation special interest affiliate turns one year old this year. They are having a one-year celebration Monday, February 22.

Adjournment

Ray Campbell moved and David Trott seconded adjournment. The meeting was adjourned at 7:00 PM eastern.  

Reports

The following reports were provided in advance of the meeting:

  • 2020.12.31 ACB BOD Financials by Program
  • 2020.12.31 ACB BOD Financials unaudited
  • ADP Website Update
  • Editor’s Report
  • January 2021 Audio Description Project Activity
  • Membership Report 02.12.2021
  • Public Awareness Board Report 2-21
  • Resource Development Report for ACB Board 2.16.21

Respectfully Submitted,
Katie Frederick