Minutes of the Scheduled Meeting-2023-12

Scheduled Meeting of Board of Directors

December 3, 2023, 19:00 ET, 18:00 CT, 16:00 PT

Martin Lessem, Chair, Laura Lochen, EVP, Cindy Van Wyhe, Secretary, Chris Hollaway, Treasurer, Wayne Bruns David Westover Joe Harney Mike Garcia Justin Grays - absent, Matthew Parker, advisory role – Chief Legal Officer

1. Call to Order – Chairperson

a. The meeting was called to order at 5 minutes past the hour by Martin Lessem.

2. Roll Call – Secretary

a. Roll was called. The only member not attending was Justin Grays.

3. Financial Report – Treasurer

a. Chris Hollaway went over the financial report, which was sent to the Board prior to the meeting.

4. Committee Reports

a. Steering Committee – sent to the Board

b. Executive Committee – sent to the Board

i. Laura Lochen asked if the Space Lord reports should be attached to the report. Cindy Van Wyhe pointed out that things shared with the committee are available to the Board in the drive links shared.

c. Licensing and Legal Committee – no report received, no secretary elected

d. Disciplinary Committee – sent to the Board

e. Bylaws and Governance Committee – no report received

i. David Westover said they really don’t have activity to report. There is one policy they are working on.

5. Old Business

a. AO review for non-rp – Cindy/Martin

i. The Admiralty Orders that Martin and Cindy feel are corporate level Admiralty Orders, and therefore Board of Director level are AO 1102-01, 1306-01, 1909-03 and 2103-02.

b. Executive Committee recommendation, members wishing no contact – Laura/Cindy

i. Laura Lochen shared that the Executive Committee decided those members would be moved to the HMS Charon. David Misener is working on a letter to be sent to those members as to their choices and how to undo/rejoin active membership. The letter should be approved by the Committee at their meeting in December. Laura will bring the letter to the Board, as it affects membership. Laura Lochen will talk to David Misener about making a policy document to go with that, so the board can approve the policy and the letter at our next meeting. Board agreed by acclamation to table this until our next meeting.

c. FLA title – Martin/Wayne

i. Cindy Van Wyhe shared a visual aid of what the Bylaws changed and what they did not change. Laura Lochen said that according to policy the First Space Lord isn’t necessarily the Executive Vice President. The Treasurer is the Chancellor of the Exchequer and the Legal Council is the Lord Chancellor. The other corporate titles do not currently have a role play title associated with them. Mike Garcia read something that the Steering Committee had voted on. Martin stated that he’d like to retain Admiral of the Fleet, rather than change his uniform. Martin Lessem asked that the document not be shared until after the staff duties were actually transferred. Mike Garcia commented that the document should have been shared with the Board, however, the Steering Committee secretary has not sent it to the Board secretary to share. Joe Harney asked if the Chairman of the Board retained the duties and responsibilities of the Chief Executive Officer. The Chairman of the Board is the CEO and President of the organization. Joe Harney then asked why we would dissolve the office necessary to do those duties and responsibilities. Martin Lessem said that some duties had already been passed, for example the JAG no longer reports to him directly, the Exchequer no longer reports to him directly and has the Office of the Order of Queen Elizabeth under him. What is left is the empty position of Staff Communications Officer, the Staff Intelligence Officer and the Staff Tactical Officer and her deputy. They run the TRMN gaming Discord, which is very active all the time. Joe Harney asked, since the Board positions have been associated with role play titles for the life of the club, how do we maintain consistency and not confuse the membership. For instance when Martin retires and there is a new Board president, what is their TRMN title? Matthew Parker said that there is not role play aspect to President and CEO. The role play aspect has basically been transferred to Mike Garcia as Chairman of the Steering Committee. Laura Lochen said in the past there was too much role play business and not enough organizational business being done. There may be members of the organization that would like to serve on the board, but don’t want a title for serving. Joe Harney said that we are a 501c7. The whole point of the Board’s duties and obligations is to run the fun part of the club. If we delegate all of that to the Steering committee what is the point of the Board? Martin Lessem said that the Board’s job is to oversee everything. Joe Harney said if it impacts the members of our club, it is Board business. Mike Garcia moved that we enter executive session. Wayne Bruns seconded. Executive session – Discussion about the intent of the BoD and the committees and how they interact.

d. Composition of committee and subcommittee membership – Joe

i. Legal issues with having a quorum of the Board on the Steering Committee. Joe will get any citations to Matthew for a legal decision. Matthew didn’t believe it was an issue, but he admitted this is just a back of the envelope reading. Michael Garcia said that due to the way the Bylaws are written there cannot be an ‘accidental’ Board meeting or decision. Joe Harney said that the Board isn’t notified of the Steering Committee meeting, but five members of the board get together and meet. Matthew will research any issues with a quorum of the board (5 or more members) in a committee or subcommittee. Laura Lochen suggested getting some things in writing as to what can and cannot be discussed by the various committees. Joe Harney moved to table until the next meeting when the legal counsel has had a chance to research. Cindy Van Wyhe seconded. Table until next meeting by acclamation.

e. Appointment of Divisional Vice Presidents and Corporate Officers – Joe

i. Per our Bylaws appointment of Divisional Vice Presidents and Corporate Executives must be with the advice and consent of the Board. He’s assuming the roles have been acting roles until today, as they should have been approved by the Board prior to appointment. There was discussion about needing to reappoint under the new Bylaws for existing/continuing appointments. Mike Garcia moved that we ratify the Executive Committee as a slate. Martin Lessem seconded. Laura Lochen, Cindy Van Wyhe, Chris Hollaway, Wayne Bruns, David Westover, Joe Harney, Mike Garcia and Martin Lessem voted aye. Motion carries. Mike Garcia moved that we ratify the Steering Committee as a slate. Martin Lessem seconded. Joe Harney requested that the vote be for each Divisional Vice president rather than as a slate. The chair agreed to that procedure. For the RMN, Laura Lochen, the vote was Laura Lochen, Cindy Van Wyhe, Chris Hollaway, Wayne Bruns, David Westover, Joe Harney, Mike Garcia, Martin Lessem voted aye. For the RMMC, Mike Houghtaling, the vote was Laura Lochen, Cindy Van Wyhe, Chris Hollaway, Wayne Bruns, David Westover, Joe Harney, Mike Garcia, Martin Lessem voted aye. For the RMA, Matthew Miller, the vote was Laura Lochen, Cindy Van Wyhe, Chris Hollaway, Wayne Bruns, David Westover, Joe Harney, Mike Garcia, Martin Lessem voted aye. For the IAN, David Westover the vote was Laura Lochen, Cindy Van Wyhe, Chris Hollaway, Wayne Bruns, Joe Harney, Mike Garcia, Martin Lessem voted aye. David Westover abstained. For the GSN, Zach White, the vote was Laura Lochen, Chris Hollaway, Wayne Bruns, David Westover, Mike Garcia, Martin Lessem voted aye, Joe Harney voted nay and Cindy Van Wyhe abstained. For the Civilians, Wayne Bruns, the vote was Laura Lochen, Cindy Van Wyhe, Chris Hollaway, Wayne Bruns, David Westover, Joe Harney, Mike Garcia, Martin Lessem voted aye.

f. Revisit Steering Committee Policy Document – Joe

i. Joe Harney had to leave the meeting shortly so moved to table, Michael Garcia seconded. Approved by acclamation.

g. MantiCon bid proposal – Subcommittee

i. The working document was sent before the meeting. Michael Garcia said it’s a good start and likes the way it is formatted. He suggested removing the number of members. He also suggested having a MantiCon track on the programming.

h. Investment proposal – Chris

i. Matthew Parker agreed to the resolutions from a legal perspective. People asked questions of Chris Hollaway on the Discord, which he answered in an email. Martin Lessem moved to adopt the resolutions, Laura Lochen seconded. Laura Lochen, Cindy Van Wyhe, Wayne Bruns, David Westover, Martin Lessem voted aye. Chris Hollaway and Mike Garcia abstained. Motion carries.

6. New Business

a. Google group wanted? – Cindy

i. A couple of the committees are using a Google Group. Does the Board want one as well? Cindy Van Wyhe already set up a special email for the Board of Director’s secretary role, so has full history on that email address. Mike Garcia likes the Google Group for record keeping. Mike Garcia moved to refer it to the office of the secretary, Martin Lessem seconded. Approved by acclamation.

b. Documents from Steering Committee for CLO and Board approval – Mike

i. The documents and CLO opinion were emailed to the Board before the meeting. Matthew Parker commented on the change to the two hat rule, that if we are committed to making that change, this will have to be communicated carefully as there are a lot of people who currently have two hats and are an instructor. BuTrain will have a problem if this is not managed. Laura Lochen commented that we’ll have to communicate very very well what this means and how it will affect BuTrain directly. Board of Director officers are a hat in the document as well. Michael Garcia said the wording could be modified to be corporate officers, rather than Board of Director officers. The corporate officers would be the CEO, COO, CFO and CLO aka President, Executive Vice President, Treasurer and Chief Legal Officer. Matthew Parker said that a determination of open hostility from another organization should come from the Board of Directors. On the Youth Policy, he already created the photo release forms, which BuComm should have. They can be updated as needed but he’d need to review any revisions. The documents need to be edited before the Board votes on them. Chirs Hollaway asked why the 1SL isn’t listed as part of the Executive Committee and Laura Lochen explained that the 1SL is part of the Steering Committee, as a branch head.

c. Action without meeting requirements – Joe

i. Joe Harney asked that our legal counsel clarify, his understanding is that all members must agree to an action without meeting, unanimous consent on all actions without meeting. If anyone disagrees it must carry to the next meeting. Any action without meeting at the Board or committee level must be unanimous for it to pass. There are some AWM items that have been marked “Passed” in error as they were not unanimous.

d. Discord access for Board members – Joe

i. Joe Harney asked the President to direct that all Board members have access to any Board Discord or Committee Discord to support the Boards actions to allow the Board to do their duty of diligence and be aware of what is going on, as much as possible. Laura Lochen asked if that would include rules around Board members commenting in committees. Michal Garcia moved to table until we can meet with Matthew Parker and Cindy Van Wyhe to come up with rules about access and visiting the committee without disrupting the committee business. Matthew Parker said generally the policy should be that the Board may attend any meeting and should be notified of any meeting, may have access to any Discord but should not comment unless they are on the committee. The one exception would be the proceedings of the Disciplinary Committee should be confidential, so that the Board could be truly neutral in their vote on Disciplinary actions. Michael Garcia didn’t like the carving out of exceptions. Michael Garcia still moved to table. Cindy Van Wyhe seconded. Approved by acclamation.

e. What is a JCD and where are they on the forums? – Joe

i. This agenda item was added before the posting of the JCDs to the forums in the last couple days. Joe moved to table due to the postings. Cindy Van Wyhe brought up that the Steering Comm PD says they will issue AOs in section 9b. Does the PD need to be updated since they are not issuing AOs? Matthew Parker said probably need to update. Michael Garcia said that he and David Westover would come up with an amendment.

f. 2024 Budget proposal – Chris

i. The budget proposal was sent to the Board before the meeting. Chris Hollaway talked about keeping income flat with some increases in expenses. Big Cat Rescue was changed to Turpentine Creek as that is where ‘our’ bobcats are. Martin Lessem said that is correct. Then Chris Hollaway asked if that is what we want to do. Chris Hollaway doesn’t control the PayPal account that GACM goes into. Martin Lessem said a new account could be set up that is controlled by the Treasurer. Martin Lessem explained that TRMN told them we would continue to support the organization hosting the bobcats we adopted as long as those bobcats are alive. When Max and MaryAnn are not around the Board can decide to change our charity, or not. Martin Lessem moved to accept the budget proposal, Laura Lochen seconded. Laura Lochen, Cindy Van Wyhe, Wayne Bruns, David Westover, Martin Lessem. Chris Hollaway abstained. Motion carries.

g. Audit 2021 – 2023 proposal – Chris

i. Chris Hollaway suggested that we have our books audited by an outside party. Chris has very little information before 2020, but there has not been an audit since then. Laura Lochen said it would be good to have a baseline and suggestions. Cindy Van Wyhe said she may know someone that could do the audit. Martin Lessem said we need one or two recommendations for auditors before the Board can vote on having one.

7. Schedule Next Quarterly Meeting – March 10 19:00 ET, 18:00 CT, 16:00 PT 8. Adjourn – Chairperson

a. Martin Lessem adjourned the meeting at 21:05 ET, 20:05 CT, 18:05 PT