Minutes of the Scheduled Meeting-2024-06

Scheduled Meeting of Board of Directors

June 14, 2024, immediately after the Annual Meeting

Cindy Van Wyhe, Acting Chair Wayne Bruns Christopher Hollaway Geoff Zoeller Zachary McCauley Mike Romero John Neitz Michael Paquette Geoff Strayer Matthew Parker, advisory role – Chief Legal Officer

1. Call to Order – Chairperson

a. The meeting was called to order at 20:54 ET, 19:54 CT, 17:54 PT by the acting chair, Cindy Van Wyhe.

2. Roll Call – Secretary

a. The outgoing secretary called the roll. All members were in attendance.

3. Financial Report – Treasurer

a. The outgoing Treasurer gave a summary for the benefit of the new directors. It will be emailed to the new board after the meeting. Financial information is currently available to the Board, which can be discussed at a future meeting.

4. Committee Reports

a. Steering Committee – Report emailed. This will be sent to the new board after the meeting.

b. Executive Committee – No report received.

c. Licensing and Legal Committee – The committee met and had a fairly extensive conversation about royalties, requirements and legal requirements. Plan to include the Board in the discussion at the next meeting.

d. Disciplinary Committee – Report emailed. This will be sent to the new board after the meeting.

e. Bylaws and Governance Committee - There is no report from the Bylaws and Governance as no action has come before us since the last meeting.

5. Old Business

a. Composition of committee and subcommittee membership, quorum of the Board in a committee or subcommittee research – Matthew Parker

i. Matthew has not researched this yet.

b. Audit proposal – Chris Hollaway

i. There has been discussion about an internal audit. Discussion about hiring someone or doing it internally. Cindy had volunteered to participate as a Certified Quality Auditor with a business minor and the Board member responsible for compliance. Chris talked about audit and review, cost of an external audit, seeing if there is internal talent to do an audit. Zach asked what the risk is and need for an audit. Since the majority of the board are brand new, this will be tabled.

c. Job Description document – David Westover

i. The document will be sent to the new board after the meeting. With most of the Board being new it will not be voted on at this meeting.

d. OQE Submission – Chris and/or Cindy

i. Cindy gave a brief summary of the submission in question, what is involved and why it is in question. Chris explained more about the submission. Matt Parker was uncomfortable with giving OQE credit for volunteered professional services as there are other members donating their services, not getting OQE credit. Cindy shared that part of the bill was fees that the member paid, filing fees, postage, etc. The total was $822.42, of which $625 was for services, $197.42 was for filing fees and postage. John Neitz moved that recognition of some sort (award) for the work and OQE for actual expenses. Geoff Strayer seconded. Approved by acclamation.

6. New Business

a. Elect Board Officers – Cindy

i. President

1. It was moved by Mike Romero and seconded by Michael Paquette that Geoff Zoeller be President.

2. Geoff Zoeller accepted the nomination.

3. Wayne Bruns, Chris Hollaway, Geoff Zoeller, Zach McCauley, Mike Romero, John Neitz, Mike Paquette, Geoff Strayer, and Cindy Van Wyhe voted aye.

4. At this point Geoff Zoeller took over as the newly elected chair of the committee

ii. Executive Vice President

1. It was moved by Geoff Strayer and seconded by Mike Romero that Zach McCauley be Executive Vice President.

2. Zach McCauley accepted the nomination.

3. Mike Romero, Mike Paquette, Zach McCauley, Geoff Strayer, Chris Hollaway, John Neitz, Wayne Bruns, Cindy Van Wyhe voted aye.

iii. Secretary

1. Mike Paquette moved, and John Nietz seconded that Cindy Van Wyhe continue as secretary. Wayne Bruns moved, and Geoff Strayer seconded that John Nietz be secretary.

2. Cindy Van Wyhe accepted the nomination. John Neitz did not accept the nomination.

3. Mike Romero, Mike Paquette, Zach McCauley, Geoff Strayer, Chris Hollaway, John Neitz, Wayne Bruns and Cindy Van Wyhe voted aye.

iv. Treasurer

1. Wayne Bruns moved, and Mike Romero seconded that Chris Hollaway continue as Treasurer.

2. Chris Hollaway accepted the nomination.

3. Mike Romero, Mike Paquette, Zach McCauley, Geoff Strayer, Chris Hollaway, John Neitz, Wayne Bruns and Cindy Van Wyhe voted aye.

4. Chris designated Betty Osthoff as his senior subordinate

v. Chief Legal Officer

1. Geoff Zoeller appointed Matthew Parker to continue as Chief Legal Officer

2. Matt Parker accepted the position.

3. Mike Romero, Mike Paquette, Zach McCauley, Geoff Strayer, Chris Hollaway, John Neitz, Wayne Bruns and Cindy Van Wyhe voted aye.

4. Matt designated Rex Hood as his senior subordinate

b. Appoint Committee Chairs – Chairperson

i. Steering Committee

1. Geoff Strayer was appointed chair.

ii. Executive Committee

1. This is the EVP, so Zach McCauley

iii. Licensing and Legal Committee

1. This is the President, so Geoff Zoeller

iv. Disciplinary Committee

1. Geoff Zoeller asked about continuing as a member now that he is Board chair. Matt suggested it would be better to resign to keep distance between the Board chair and Disciplinary.

2. Mike Paquette was appointed chair.

v. Bylaws and Governance Committee

1. Zach McCauley suggested Cindy Van Wyhe as chair.

2. Chris brought up that he had sent several items to the committee that have not been handled.

3. Geoff Zoeller will chair for now.

4. Geoff Zoeller asked if Cindy is currently a member of the committee. At the March meeting the Board discovered an issue with the Bylaws in that the secretary responsible for corporate compliance is not a member of the Bylaws and Governance Committee or the Disciplinary Committee and should be a member of all committees. However, the Bylaws and Governance Committee has not addressed the issue, to her knowledge.

c. Discuss royalties to BuNine and David Weber – Cindy/Matt

i. Cindy gave a brief description of the Licensing and Legal Committee meeting contents. Matt added that license granted to TRMN by BuNine does not require exclusivity. However, it is a license with the Board, not any individual group or person. The committee referred it to the Board to determine how to handle smaller groups, or items that BuSup is not able to produce at a price or timetable that is reasonable. Geoff Zoeller clarified that the offline conversations did not involve any subunit of the TRMN producing items. Matt stated that the emails that he saw made it seem like that was the option that was being pursued.

d. Departing post by the then President, Martin Lessem – Matt Parker

i. The post was outside of the normal award and promotion cycle, as well as something that the Steering Committee had previously disallowed. Matt suggested referring it to the Steering Committee for review to either adopt or modify. Geoff Zoeller asked that Geoff Strayer take this up and have a conversation with the outgoing chair of the Steering Committee and maybe the vice chair, David Westover.

e. Art Department location in the organization – Laura Lochen

i. The Art Department is currently under the First Space Lord due to having been a combine position with the Executive Vice President. Laura suggests that it should be under the Executive Vice President, to work with the Executive Committee as a whole, not under any particular Bureau. Geoff Zoeller and Zach McCauley will discuss this outside of the meeting.

f. Emails for new Board members – Cindy Van Wyhe

i. The secretary asked if the emails used when applying for a Board position are those that the members would like to use for Board communications as she will be adjusting the Google Group, calendar, etc. for the new Board.

7. Schedule Next Meeting – September 15 at 5:30 ET, 4:30 CT 8. Adjourn – Chairperson

a. It was moved by Mike Romero to adjourn. The meeting was adjourned at 21:54 ET, 20:54 CT, 18:54 PT