Board Meeting Minutes – September, 2023 - Esperanto-USA (2024)

2023-09-09

Ĉeestas

Ĉeestas sen Voĉdonrajtoj

Vilĉjo HARRIS

Introduction

Meeting is called to order with 8 voting members present.

Standing Reports

CO

The director of the CO shares his report on current activities of the CO.

President

The president reports his activities including reactivating a TechSoup account and the finance committee’s meeting.

Treasurer

The treasurer report clarifies how the “funds” work within our balance sheet. It is suggested that we ask the CPA we have discussed hiring, to determine what best practice is regarding presenting information about our different funds. Hoss reminds the board that a previous board had agreed to provide each fund manager with a quarterly report of the amount and activity in their fund.

Old Business

Board Functioning (Working Rules/Guidelines)

Brandon, David, Ruth, Jane, Hoss, and Fred will form a working group to determine and list out guidelines for board functioning.

Bequest from Ronald Swenson

The financial committee has met twice and agrees that the two options for receiving the money in cash or in kind would be taxed similarly, if at all. Financial committee recommendation is to receive the assets in kind and then decide what to do with them subsequently. Financial Committee recommends that the board create an unrestricted fund named after the Swensons, which a future board could restrict or unrestrict as needed. David proposes that we accept the bequest in kind as an unrestricted fund named “The Ronald Swenson Fund” and table discussion as to what to do with that until the disbursem*nts have been received. Margo seconds. Passes unanimously with 9 in favour.

Financial Committee

Tabled for more discussion.

Special Board Meeting

Resolution passed, with discussion on having it in late September. 23, 24, and 30 September would be the options in that range. Quintyn recommends a 2 hour meeting. Due to scheduling conflicts, the board agrees to hold the special board meeting for an hour and a half on October 7, beginning at 12:30 PM Pacific Time.

New Business

CPA

Brandon recommends that we engage the CPA who has been speaking with the financial committee, and who gave us a Statement of Work. She would be going through the funds with the CO and putting together best practices for each. She can also look at the HE Reed Trust and make recommendations concerning that, but that can be discussed separately. She estimates 20 hours of work at $50/hour, which is a competitive rate. Margo proposes engaging her, and David seconds. Proposal passes unanimously, with 9 in favour.

Ron Glossop Donation to 777 Fund

This fund is for UEA to use to represent Esperanto at the UN, and so this fund represents collaboration between the national organization E-USA and the international UEA. The board agrees that the financial situation needs to be clarified. Tabled for further discussion later.

Reed Trust

Brandon summarizes what we know about the Reed Trust. Recommendation from Financial Committee is to stop taking donations to the General Fund from the Reed Trust until we can determine how to best proceed legally, based on paperwork from the Trust, which can be shared with the board and with the CPA, or whether a Trust Attorney will be needed. Board generally agrees to let the CPA review the Trust documents.

Restricted Funds

Proposal: Task a working group (Margo, Brandon, Fred, David, Hoss, Jane) with reviewing the status of our restricted funds and making recommendations to the board for adjustments where necessary, with final recommendations to be made prior to the Board’s December Meeting if not sooner. David proposes; Jane seconds. Motion passes unanimously, with 9 in favour.

Board Meeting Day/Time

Quintyn agrees to work on figuring out a day/time. Next meeting will occur October 14 at 1 PM Eastern, per usual.

Appendix A: Board Votes Between Meetings.

Quintyn:

Following our conversation today:

I propose that the EUSA Board convenes a special meeting in late September with the only agenda item of clarifying the organization’s mission, vision, goals, and objectives. This focused session will ensure alignment and provide a clear strategic direction for EUSA’s future initiatives and endeavors.

Ruth Kevess-Cohen: I second the motion.

Brandono: As 10 days have passed, I am declaring voting closed. The motion passes with 8 votes in favor and 0 against.

Brandono:

Proposal: meeting minutes should include only decisions made, not discussions. This should include any decisions made over Slack in between meetings. The Secretary will share minutes in Slack and via email for review, and provisional minutes will be included in the bulletin according to the usual timeline. At the start of the following meeting, the chair will call for any final amendments to the minutes, after which the chair will call for a vote to approve the minutes as written. Any amendments which are made in this meeting should be reported in the following Bulletin issue.

Ruth Kevess-Cohen: I second it

Brandono: As 10 days have passed, I am closing voting on this proposal. It passes with 7 votes in favor and 1 opposed.

Brandono:

Proposal: Task a working group (Margo, Brandon, and David) with reviewing the status of our restricted funds and making recommendations to the board for adjustments where necessary, with final recommendations to be made prior to the Board’s December meeting, if not sooner.

Quintyn: I second this

Brandono: As 10 days have passed, I am closing voting on this proposal. It passes with 5 votes in favor and 0 opposed.