Minutes – July 30, 2018

Online News Association Board of Directors Special Meeting

Board members in attendance: Benét Wilson, Josh Hatch, Eric Carvin, Mandy Jenkins, Greg Linch, Jose Zamora, Celeste LeCompte, Nathalie Malinarich, Shazna Nessa, Charo Henriquez, David Smydra, Versha Sharma.

Board members not present: Imaeyen Ibanga, P. Kim Bui, Elite Truong, Justina Sharp (Student Representative).

Also present: J.J. Leitner (Legal Counsel).

Staff in attendance: Irving Washington, Executive Director.

The meeting was called to order at 12:08 p.m.

Change of bylaws

Board President Mandy Jenkins led a conversation discussing our compliance with Delaware Law.  The board discussed the proposed language, and whether  “elected” includes “appointed” members. According to JJ, there would be no “appointed” members because newly elected members by the Board would be elected, not appointed. Irving points out that many of ONA’s peer organizations have board members elected by the board. JJ clarifies that the new class of members has the same rights as regular members, in response to a question. The only potential issues are if your membership turns around and complains about the Board having an extra set of rights, to appoint members and break ties.

  • The Board discussed messaging these changes to the general membership, possible coupling it with the announcement for nominees around late August.
  • The Board discussed other possible bylaw changes in the future and how to make them accessible as possible for members.
  • The Board unanimously approved amending the bylaws to create a new class of Director members. Put forth by Josh Hatch, Seconded by Benet Wilson.
  • The Board unanimously approves holding back two board member seats in the upcoming election. Put forth by Greg Linch, seconded by Celeste Le Compte.

The meeting was adjourned at 12:40 p.m.