Minutes – May 9, 2014

Online News Association Board of Directors Meeting

In attendance:

  • Meredith Artley
  • Jim Brady
  • Jody Brannon
  • P. Kim Bui
  • Eric Carvin
  • David Cohn
  • Josh Hatch,
  • Steve Hermann
  • Robert Hernandez
  • Mandy Jenkins
  • Greg Linch
  • Jennifer Preston
  • Jim Roberts
  • Benet Wilson

Not present:

  • Richard Hernandez

On the phone:

  • Jon Hart


  • Jane McDonnell, Executive Director
  • Trevor Knoblich, Digital Director
  • Irving Washington, Director of Operations
  • Jessica Strelitz, Strategic Partnerships Manager;
  • Jen Mizgata, Social Media and Communications Manager
  • Jeremiah Patterson, Digital Manager.

The meeting was called to order at 9:14 a.m. CT

Old Business

The board unanimously approved the minutes for the April board call.

General Updates (Staff)

Meredith and Jane set the agenda for the meeting.

Jane said the organization is growing, with 2,233 members, the highest number ever. Income from the conference is trending higher this year, tied to the fact that people are registering earlier this year. Jane said ONA has a lot of good news to report, from the success of the first Digital Leadership Breakfast to the growing traction across the industry for ONA’s ethics code initiative.

ONA Programs

Challenge Fund: Irving gave an overview of the Challenge Fund for Innovation in Journalism Education, which went very well in its first year of grants, with 12 winners. He said this effort is a true partnership with four major journalism foundations, with a fifth in the wings. The program received expanded funding this year from the Knight Foundation and the McCormick Foundation, which led to an increase in funding for a grand-prize winner. Irving said the next step for the program is to continue to communicate the work/projects of the winning teams to ONA membership and community.

AP-Google Scholarship: Irving reminded the Board that the scholarship is in its last year. It was originally conceived as a two-year program, but ONA had enough funds to give a smaller amount to two winners for 2014. He also noted the M.J. Bear Fellows’ blogs are launching on journalists.org in the next week. ONA14 Sponsorships: Jess told the Board sponsorships for ONA14 are going very well and the Midway is attracting a number of new sponsors.

Other Revenue: Jess said new year-round revenue is secured for 2014 so far and she expects to reach the goal by the end of the year. ONA is currently running an e-newsletter campaign and the new career center for journalists.org should be ready to launch in the next few weeks.

ONA Website and Membership Center: Jeremiah said the new membership center for journalists.org launched in mid-April. He has confirmed the system is working as it should and the staff has received very few support requests. He said the new system behind the Online Journalism Award submissions will connect to the membership site via a single sign-on as a way to to cut down on extra steps for members. He said he is also working with Greg Linch and Yuri Victor at Vox on a new site design, with the goal of making journalists.org responsive in the coming months.

Jeremiah said the ONA14 site is up and is borrowing a bit of functionality from the ONA13 edition and will continue to iterate. The first draft of the ONA14 program will be on the site in June.

ONA Camps: Jane said ONA has received another $50,000 from Gannett for ONA Camps. The focus for the five-year-old program has changed somewhat from general digital training to one-topic Camps. Jane said the design thinking concept has been very popular with attendees, largely thanks to the facilitation by Jennifer Mizgata and Reggie Murphy. In February, ONA held a D-Camp in Chapel Hill, N.C., focused on mobile design. The next is slated for June in Washington, D.C., on digital security.

ONA14 Program: Trevor said the 2014 conference program is well underway, with about half of the sessions decided. The program committee is striving to build a schedule reflecting a good ratio of male-to-female an minority presenters. He said ONA is aiming to have the final version of the program ready in July.

2013 Financial Audit and 990

(Terri McKnight, Partner, Rosenberg, Gellman and Freedman, Auditors, and Carolyn Skinner, Senior Manager, Dixon Hughes Goodman LLP, ONA Accountant, via phone)

Terri McKnight reviewed ONA’s financial statements and audit for 2013. She reported “no difficulties encountered while performing and completing the audit.” Terri, Carolyn, Jane, Irving and Josh worked on the audit, which was reviewed by the Financial Oversight Committee, made up ofJim Brady and Meredith Artley. Terri said the amount of the budget dedicated to supporting services (staff and infrastructure) is well under what most organizations aim for, instead going toward members and programs, which she called “great news.”

Carolyn said Form 990 is due to the IRS on May 15. All of ONA’s disclosures are similar to prior years, though there is new information in respect to a one-time lobbying activity.

The Board unanimously approved the 2013 990 to move forward for filing. The Board unanimously approved the 2013 financial statements.

Jon Hart joined the meeting via phone.

Financial Appointment and Nominations/Elections

(Meredith Artley, Board President)

Meredith offered a brief recap on Board discussions regarding a potential financial appointment to the Board to be the driving force for fundraising. The executive committee decided to make this appointment official in January 2015. ONA is still considering candidates and Board members were encouraged to submit suggestions.

Eight Board members are up for re-election for 2015

Jody Brannon (Vice President), Josh Hatch (Treasurer), Robert Hernandez, Greg Linch, Richard Koci Hernandez, Mandy Jenkins (Secretary) and Jim Roberts. Benet Wilson is eligible for re-appointment to her current role as Diversity chair.

After discussion, the Board approved a bylaw change to section 3.03 to clarify how the Board holds seats and makes appointments to non-elected directors (below). Following discussion and the by-law language change, of the eight seats on the Board of Directors whose terms end Dec. 31, 2014, six seats will be filled through election by the members and two seats will be reserved to be filled by appointment by the Board to fill immediate or future needs determined by the Board.

New bylaw language:

SECTION 3.03 Selection and Term of Directors. The initial Board of Directors shall be comprised of those individuals named in the Certificate of Incorporation. Prior to January 1, 2000, the initial Board of Directors shall elect 15 individuals who shall constitute the voting membership of the Corporation’s Board of Directors until the first annual meeting. At the first annual meeting, the voting members of the Corporation shall elect a Board of Directors, including both voting directors and nonvoting directors, from a slate of nominees selected by the Board of Directors. To provide for continuity on the Board of Directors, election of directors shall be staggered. At the first annual meeting, eight voting members of the Board of Directors shall be elected for a term of one year and seven voting members of the Board of Directors shall be elected for a term of two years. Thereafter, all voting directors shall serve for a term of two years. Nonvoting directors may be appointed by and shall serve at the discretion of the Board. The process for nominating candidates for the Board of Directors and for selecting directors from among the candidates nominated (including the number of Board seats to be filled through election by the members and the number of Board seats to be filled through appointment by the Board of Directors) will be established by the Board of Directors from time to time; provided, however, that, subject to the penultimate sentence of this Section 3.03, the process established by the Board for nominating and selecting directors will be designed so that no more than five Academic Members and/or Associate Members, in the aggregate, will serve as voting members of the Board at any given time. Each director shall continue in office until his or her successor is elected or qualified, or until his or her earlier death, resignation or removal. The tenure of the incumbent members of the Board of Directors shall not be affected by an increase or decrease in the number of directors. If a director’s term expires while the director is serving as an officer of the Corporation, the officer shall continue as a voting, ex officio member of the Board of Directors until the expiration of his term as an officer and the limit set forth in Section 3.02 of the Bylaws with respect to the maximum number of voting directors shall automatically increase, if necessary, until the expiration of the officer’s term. No change in the membership status of a director (whether from Professional Member to Academic Member or Associate Member, or from Associate Member or Academic Member to Professional Member) will affect the eligibility of that director to serve out the term to which that director has been elected; and no such change in membership status will cause a voting director to lose the authority to vote, nor will it empower a nonvoting director to vote. If the year during which a Director is to serve as Vice President of the Board of Directors is the second year of his/her twoyear term as Director, that Director’s term as Director will be extended automatically for an additional year to ensure that that Director would be available to serve as President of the Board of Directors during the following year if elected or appointed to such position by the Board of Directors.

Internet Policy Overview

(Mitch Stolz, Staff Attorney, Electronic Frontier Foundation, via Skype)

The Board heard from Mitch on the topic of net neutrality and he answered questions from Board members on how this issue might impact the journalism industry.

Josh said ONA has received an invitation from ICANN, the government body of the internet, to join its meetings. Journalists have historically not been a part of this nonprofit group. ONA would essentially be a delegate to ICANN as an at-large North American member.

The Board agreed to continue the discussion on internet policy and ICANN involvement, forming an informal committee — comprised of Jon Hart, Josh Hatch, Jane McDonnell and David Cohn — to explore the issue of net neutrality and discuss potential next steps.

Committee Reports

News Ethics

(Eric Carvin, Chair)

Eric discussed ONA’s presence at the International Journalism Festival in Perugia, which included sessions on ethical issues in using user-generated content as well as committee member Tom Kent’s DIY Ethics Code. Eric discussed potential next steps for this effort, including interest in examining the potential trauma from observing and working with UGC images on social networks.


(Steve Herrmann, Chair)

Steve supported Eric’s report on the IJF, saying the Perugia panels were a great success and made for a powerful ONA presence. Steve also said the ONAUK group, which was revived earlier this year, has a meeting coming up on June 10 in partnership with the BBC College of Journalism. Jane and Jess will also be in attendance. The Global Editors Network (GEN) conference is in June and ONA’s featured speaker will be Amy Webb. Steve also said the Brussels Press Club has approached him and Co-Chair Mario Tedeschini-Lalli to put on some events there.

The Board discussed the possibility of an international reception at ONA14.

Jane reminded committee chairs to take notes during meetings and share reports with the rest of the Board.


(David Cohn, Kim Bui, Co-Chairs)

Kim said the committee is pursuing a fundraising program with ONA Locals. David noted the committee planned to focus on one major fundraising effort this year and expand from there. There is also a fundraising effort in its early stages tied to a karaoke event at ONA14, headed by Greg Linch.

The Board discussed further fundraising ideas. Mandy suggested the committee collect and distribute ways for members to fundraise on their own, like AmazonSmile or the United Way affiliate campaign. Kim said this is on the group’s radar. Jane said ONA’s $15 for 15 Years effort is underway as well and had some donors.

Legal Affairs

(Josh Hatch, Chair)

Josh said ONA recently signed on to an amicus brief regarding an anti-SLAPP suit.

Online Journalism Awards

(Josh Hatch, Chair)

Josh said Jeremiah is working on a simplified platform for people to enter the awards this year. This year’s awards include a new data journalism award, funded by the University of Florida. There will also be a new visual storytelling award category, as well as a
broadened technology award Josh said he is looking to expand the pool of OJA judges. The Board was encouraged to offer suggestions.


(Jody Brannon, Chair)

Jody said the committee is discussing ways to expand the robust Facebook community of educators to encourage further participation.

Digital Leadership Issues (Discussion) Jess said the first Digital Leadership Breakfast, aimed at C-suite-level leaders in New York, went well. The next breakfast will be held July 17 in Washington D.C. The Board discussed issues that could be strong topics for future breakfasts.

ONA14 Conference & 15th Birthday

(Trevor Knoblich, Digital Director, Jane McDonnell, Executive Director)

Trevor said the programming committee went throught the first cut on ideas submitted to the ONA14 Suggestion Box and will fill further slots soon. There is a call scheduled for May 22 with the review committee for feedback. Board members discussed potential panel ideas, including holding spots for breaking news, midterm elections or other late-breaking issues or events.

Jane said ONA’s 15th birthday celebration is underway. She has circulated an email with ideas generated by a committee of founders and board members. The Board discussed what could be incorporated from past conferences, past programming and websites.

The meeting adjourned at 5:17 p.m. CT.

The next call will be June 13, 2014 at 1 p.m. ET.

These minutes are submitted by Secretary Mandy Jenkins