Board Records
Board of Directors Minutes and Official Video Records
2025
June 15 Annual General Meeting
- Minutes of the Annual Board of Directors Meeting
- June 15, 2025, 18:30 ET, 17:30 CT
- Geoff Zoeller, Chair
- Zach McCauley, EVP
- Cindy Van Wyhe, Secretary
- Chris Hollaway, Treasurer
- Wayne Bruns
- John Neitz
- Michael Paquette
- Mike Romero
- Geoff Strayer
- Matthew Parker, Chief Legal Officer (Non-voting)
- 1. Call to Order – Chairperson
- The meeting was called to order at 18:35 ET, 17:35 CT
- 2 .Roll Call – Secretary
- Zach McCauley, Cindy Van Wyhe, Chris Hollaway, Wayne Bruns, John Neitz, Michael Paquette, Mike Romero, Geoff Strayer and Geoff Zoeller present, as well as Matthew Parker.
Election of Board members – Chairperson
- 3. Rank Choice Voting - Link will be sent ‘Live’ at the Meeting
- Kerry Kuhn, David Misener, and Colin Lloyd were elected to the Board of Directors by rank choice voting.
- 4. Final Comments and Thank Yous – Chairperson
- Geoff Zoeller thanked the outgoing Board members.
- 5. Adjourn – Chairperson
- Moved by John Neitz, seconded by Chris Hollaway to adjourn the meeting. Meeting was adjourned at 18:45 ET, 17:45 CT.
- Minutes of the Board of Directors Meeting
- June 15, 2025
- Members:
- Geoff Zoeller, Chair,
- Zach McCauley, EVP,
- Colin Lloyd, Secretary
- Kerry Kuhn, Treasurer
- John Neitz
- Michael Paquette
- Mike Romero
- Geoff Strayer
- David Misener
- Matthew Parker, Chief Legal Officer (Non-voting)
- 1. Call to Order – Chairperson,
- Geoff Zoeller called the meeting to order at 7:01 PM EDT.
- 2. Roll Call – Chairperson
- Geoff Zoeller called the roll, all members present, quorum established. Also present Chris Holloway (Chancellor of the Exchequer), Matthew Parker (Chief Legal Officer)
- 3. Financial Report – Chancellor of the Exchequer
- Chris Holloway reviewed the Accounts that had been sent to all members prior to the meeting. He noted a change of accounting principles that store sponsorships would be considered cost of goods, since they represent advanced purchase rather than store goods for profit. He also noted the ROI for the funds investment was 18.2%. It was mentioned that we should consider price points in the TRMN store to account for inflation. There were no questions or comments
Acceptance of the report moved by Michael Paquette, seconded by Zach McCauley; Passed by general acclamation without dissent or abstention.
- Chris Holloway reviewed the Accounts that had been sent to all members prior to the meeting. He noted a change of accounting principles that store sponsorships would be considered cost of goods, since they represent advanced purchase rather than store goods for profit. He also noted the ROI for the funds investment was 18.2%. It was mentioned that we should consider price points in the TRMN store to account for inflation. There were no questions or comments
- 4. Committee Reports
- Steering Committee – Reports emailed
- Executive Committee – No report received, minutes will be accepted either at next meeting or in actions without meeting.
- Licensing and Legal Committee – Report emailed
- Disciplinary Committee – Report emailed
- Bylaws and Governance Committee – Report emailed
- Nominating Committee – Report emailed
- There were no questions. There was intent declared for taking the process recently used for the board elections from the Nominating Committee to the bylaws committee.
Acceptance of the reports as filed moved by Kerry Kuhn, seconded by Zach McCauley; Passed by general acclamation without dissent or abstention.
- 5. Old Business
- None
- 6. New Business
- a) Election of Board Officers and/or non-voting Directors – Chairperson
- Executive Vice President.
Zach McCauley was nominated by David Misener, seconded by Mike Romero. He accepted the nomination, and was unanimously elected by roll call vote. - Secretary
John Neitz was nominated by Geoff Strayer, but with the presence of other candidates he respectfully declined the nomination.
Colin Lloyd was nominated by Zach McCauley, seconded by Kerry Kuhn. He accepted the nomination, and was unanimously elected by roll call vote. - Treasurer.
- Non-Voting Treasurer: Chris Holloway was nominated by David Misener, seconded by Geoff Strayer, but refused the nomination. No other nominations for non-voting treasurer were received.
- Voting Treasurer: Kerry Kuhn was nominated by Zach McCauley, seconded by John Neitz, she accepted the nomination and without other nominations was unanimously elected by roll call vote.
- Chief Legal Officer: Matthew Parker was nominated David Misener, seconded by Kerry Kuhn, Matthew Parker accepted the nomination, and was unanimously elected by roll call vote.
- Executive Vice President.
- b) Appointment of Committee Chairs – Chairperson
- Steering Committee - The Chair nominated Geoff Strayer to continue as chair of the Steering Committee
- Disciplinary Committee - The Chair nominated David Misener to take the chair of the DC
- Bylaws and Governance Committee - Geoff Zoeller chose to remain as chair for one further year.
Moved by Mike Romero, seconded by Michael Paquette, there were no questions, and the appointments were approved by unanimous roll call vote.
- c) Additional Committee Appointments - Chairperson
- The Chair suggested that there be crossover between the Steering Committee and Executive Committee by the chair of each of those serving as a member for the alternate committee.
- Executive Committee - add Geoff Strayer to the Executive Committee
- Steering Committee - add Zach McCauley to the Steering Committee
- Disciplinary Committee - the following names were put forward for appointment.
- Nathan Camarda
- Tom Guertin
- Brad Lee
- Brian “Ug” Lee
- Ross Prosser
- Kathy Rau
- Bylaws and Governance Committee -
- Andrew Reist (HoC)
- David Westover (HoL)
- John Neitz
- Michael Paquette
- No problems or concerns were expressed.
The nominating committee was not addressed, and will be appointed later this year following review of the policies and process by the governance committee. Acceptance of c - 1 to 4 appointments was moved by David Misener, seconded by Zach McCauley and the committees were appointed by unanimous roll call vote.
- The Chair suggested that there be crossover between the Steering Committee and Executive Committee by the chair of each of those serving as a member for the alternate committee.
- d) Acknowledgment of the following actions that were taken between meetings:
- Approval of March 2, 2025 Board of Directors Meeting Minutes on March 22, 2025.
- Approval of May 4, 2025 Special Meeting Minutes on May 23, 2025.
- Approval of May 18, 2025 Special Meeting Minutes on May 28, 2025.
- Motion to file the Acknowledgment and approval of the actions moved by Zach McCauley, seconded by Kerry Kuhn, and approved by general acclamation, with no dissension or abstentions.
- a) Election of Board Officers and/or non-voting Directors – Chairperson
- e) Approval of 6th Space Lord - EVP
- Zach McCauley reported on the search for the next 6th Space Lord. There were three candidates, and Bruce Crews was unanimously selected by the Executive Committee. Motion to accept the recommendation by Mike Romero, seconded by David Misener, unanimously approved by roll call vote.
- f) Approval of BuPlan’s 2027 MantiCon Proposal
- Proposal Document
- There was general affirmation of the proposal by multiple members of the board. The motion to accept the proposal was moved by Kerry Kuhn, seconded by Mike Romero, unanimously approved by roll call vote.
The initial idea of starting a non-profit to run Manticon was presented to the board. This would not be a continuation of the previous for-profit company. This first will be run past the Legal and Licensing Committee.
- 7) Schedule Next Meeting –
- September 7th at 3:30pm central / 4:30pm Eastern / 9:30pm GST.
- 8) Adjourn – Chairperson
- The chairperson sought a motion to adjourn, moved by Zach McCauley, seconded by David Misener, and approved by general acclamation, and the meeting was closed at approx 2025-06-15 at 7:30pm.
May 18 Special Meeting of Board of Directors
- Minutes of the Special Meeting of Board of Directors
- May 18, 2025, 19:30 ET, 18:30 CT
- Geoff Zoeller, Chair
- Zach McCauley, EVP
- Cindy Van Wyhe, Secretary
- Chris Hollaway, Treasurer
- Wayne Bruns
- John Neitz
- Michael Paquette
- Mike Romero
- Geoff Strayer
- Matthew Parker, Non-voting Director – Chief Legal Officer
- 1. Call to Order – Chairperson
- The meeting was called to order at 19:31 ET, 18:31 CT by the Chair, Geoff Zoeller
- 2. Roll Call – Secretary
- Geoff Zoeller, Zach McCauley, Cindy Van Wyhe, Chris Hollaway, Wayne Bruns, John Neitz, Michal Paquette, Mike Romero and Matthew Parker were present. Geoff Strayer was absent
- 3. Special Meeting Action Item
- a. A Code of Conduct disciplinary recommendation forwarded to the Board by the Disciplinary Committee, pursuant to PD-BOD-3400 - 8.d
- Moved by Zach McCauley to go into Executive Session, seconded by Mike Romero. Approved by acclamation.
- a. A Code of Conduct disciplinary recommendation forwarded to the Board by the Disciplinary Committee, pursuant to PD-BOD-3400 - 8.d
- 4. Executive Session (The Board will meet in closed session)
- There was discussion about the topic under consideration to allow for a decision.
- 5. Public Action on the Special Meeting Action Items may be taken.
- It was moved by Zach McCauley and seconded Mike Romero by to exit Executive session.
- It was moved by Cindy Van Wyhe and seconded by Zach McCauley to allow the President and the Chief Legal Officer to handle the matter referred to the Board by the Disciplinary Committee with private counseling.
- Zach McCauley, Cindy Van Wyhe, Wayne Bruns, John Neitz, Michal Paquette, Mike Romero voted aye. Geoff Zoeller did not vote. Motion carries.
- 6. Adjourn – Chairperson
- Moved by Wayne Bruns, seconded by Michael Paquette to end the meeting.
- Meeting ended at 18:10 ET, 19:10 CT
May 4 Scheduled Meeting of Board of Directors
- Minutes of the Scheduled Meeting of the Board of Directors
- May 4, 2025, 18:30 ET, 17:30 CT
- Geoff Zoeller, Chair
- Zach McCauley, EVP
- Cindy Van Wyhe, Secretary
- Chris Hollaway, Treasurer
- Wayne Bruns
- John Neitz
- Michael Paquette
- Mike Romero
- Geoff Strayer
- Matthew Parker, Non-voting Director – Chief Legal Officer
- 1. Call to Order – Chairperson
- Meeting was called to order at 18:30 ET, 17:30 CT by Geoff Zoeller.
- 2. Roll Call – Secretary
- Zach McCauley, Cindy Van Wyhe, Chris Hollaway, Wayne Bruns, John Neitz, Mike Romero, Geoff Strayer, Geoff Zoeller were present. Michael Paquette was absent.
- 3. Special Meeting Action Items:
- a. Approval of new 5th Space Lord - Nathan Camarda
- Moved by Zach McCauley, seconded by Mike Romero to approve the new Fifth Space Lord. Zach McCauley, Cindy Van Wyhe, Chris Hollaway, Wayne Bruns, John Neitz, Mike Romero, Geoff Strayer voted aye. Geoff Zoeller did not vote.
- b. Approval of Licensing Agreement with Worlds of Weber and BuNine
- Moved by Geoff Strayer, seconded by Mike Romero to approve the licensing agreement. Zach McCauley, Cindy Van Wyhe, Chris Hollaway, Wayne Bruns, John Neitz, Mike Romero, Geoff Strayer voted aye. Geoff Zoeller did not vote.
- c. Bylaw amendment - Article III.3.b
- Moved by John Neitz ,seconded by Zach McCauley to approve the amendment. Zach McCauley, Cindy Van Wyhe, Chris Hollaway, Wayne Bruns, John Neitz, Mike Romero, Geoff Strayer, Geoff Zoeller voted aye.
- d. Policy edits:
- i. Update to PD-BOD-3100 Executive Committee – #7
- ii. Update to PD-BOD-4100 Youth Policy – #20.a
- iii. Update to PD-BOD-4000 Membership Policy – Endnote
- Moved by Mike Romero, seconded by Zach McCauley to adopt all three policy edits. Zach McCauley, Cindy Van Wyhe, Chris Hollaway, Wayne Bruns, John Neitz, Mike Romero, Geoff Strayer voted aye. Geoff Zoeller did not vote.
- a. Approval of new 5th Space Lord - Nathan Camarda
- 4. Adjourn – Chairperson
- Geoff Strayer moved to adjourn the meeting, approved by acclamation.
March 2nd Scheduled Meeting of Board of Directors
- Minutes of the Scheduled Meeting of the Board of Directors
- March 2, 2025, 18:30 ET, 17:30 CT
- Geoff Zoeller, Chair
- Zach McCauley, EVP
- Cindy Van Wyhe, Secretary
- Chris Hollaway, Treasurer
- Wayne Bruns
- John Neitz
- Michael Paquette
- Mike Romero
- Geoff Strayer
- Matthew Parker, Non-voting Director – Chief Legal Officer
- 1. Call to Order – Chairperson
- The chair called the meeting to order at 18:31 ET, 17:31 CT
- 2. Roll Call – Secretary
- Geoff Zoeller, Zach McCauley, Cindy Van Wyhe, Chris Hollaway, Wayne Bruns, John Neitz, Michael Paquette, Geoff Strayer and Matthew Parker were present. Mike Romero was not present.
- 3. Financial Report – Treasurer
- Chirs Hollaway went over the financial reports that had been sent out prior to the meeting. The Fidelity Fund that the Board chose to invest in has netted us almost $230 in the last year, or a 23% rate of return. Chris Hollaway suggests putting another $1000 of our free capital into the fund. Geoff Zoeller asked that information be shared to allow the Board to consider adding more funds. Moved by Geoff Strayer, seconded by Zach McCauley to accept the report. Approved by acclamation.
- 4. Committee Reports
- a. Steering Committee – Emailed to the Board of Directors, draft minutes.
- Chris Hollaway asked if the changes to the OQE and GACM would be announced. Geoff Strayer indicated that there would be an announcement. Geoff Strayer said the advice and consent vote on the Civilian Deputy has closed.
- b. Executive Committee – Emailed to the Board of Directors, draft minutes.
- Zach McCauley said there would be action coming to replace the Fifth Space Lord as the current person wishes to retire from the position in May.
- c. Licensing and Legal Committee – Emailed to the Board of Directors
- d. Disciplinary Committee – Emailed to the Board of Directors
- e. Bylaws and Governance Committee – Emailed to the Board of Directors
- Moved by Michale Paquette, seconded by Chris Hollaway to accept 4 c, d, and e. Approved by acclamation. As shown above, 4 a and b are drafts. They will be acted upon once their committees approve them.
- a. Steering Committee – Emailed to the Board of Directors, draft minutes.
- 5. Old Business
- 6. New Business
- a. Acknowledgment of the following actions that were taken between meetings:
- i. Approval of December 1, 2024 Board of Director Minutes on December 8, 2024.
- ii. Approval of the new 2nd Space Lord on December 29, 2024.
- iii. Approval of the new Marshal of the Corps on February 21, 2025.
- Moved by Zach McCauley, seconded by Geoff Strayer to acknowledge these actions. Passed by acclamation.
- b. Rescind Policy PD-BOD-3000 (10 Mar 2024 - Ongoing Meetings), as this was superseded by Policy PD-BOD-3001 (01 Dec 2024 - Action Without Meeting).
- This was an oversight. The old policy should have been rescinded at the time the new PD was passed. Moved by Zach McCauley, seconded by Geoff Strayer to rescind PD-BOD-3000. Policies are simple majority.
- Cindy Van Wyhe asked about the process for keeping a record of the rescinded PD. Wiki will have a Rescinded section for any rescinded documents.
- Zach McCauley, Cindy Van Wyhe, Chris Hollaway, Wayne Bruns, John Neitz, Michael Paquette and Geoff Strayer voted aye. Geoff Zoeller chose not to vote. Motion carries
- c. Amendment to PD-BOD-3001 - 2.iv.
- Small change to allow the vote to close once all members have voted, rather than leaving it open for a full week.
- Moved by Chris Hollaway, seconded by John Neitz to approve the change.
- Zach McCauley, Cindy Van Wyhe, Chris Hollaway, Wayne Bruns, John Neitz, Michael Paquette and Geoff Strayer voted aye. Geoff Zoeller chose not to vote. Motion carries
- d. Discussion on the 2025 process for nominating three board positions - Geoff Zoeller
- The Bylaws state that the President nominates Board members. Geoff Zoeller was uncomfortable with that. He would like to have a nominating committee. Since the Bylaws have not been updated to show that, he will nominate whoever the committee recommends.
- e. Appointment of Chair and Members of 2025 Nominating Committee:
- i. John Neitz, Chair
- ii. Michael Paquette, Vice Chair
- iii. Geoff Strayer, Secretary
- Moved by Zach McCauley, seconded by Geoff Strayer to approve the appointments.
- Chris Hollaway asked if the process would be similar, where there would be an announcement to the membership and do interviews. Cindy Van Wyhe asked if there would be shared information about the candidates, such as the questionnaire used last year. Geoff Zoeller stated that the committee would be doing an announcement to the whole membership and that information on candidates would be shared with the board.
- Zach McCauley, Cindy Van Wyhe, Chris Hollaway, Wayne Bruns, John Neitz, Michael Paquette and Geoff Strayer voted aye. Geoff Zoeller abstained. Motion carried.
- f. Ranked Choice Voting Simulation - Geoff Zoeller
- i. Matt Parker & Dave Westover will be observing the back end as the Board members do the simulation to ensure that the engine is operating correctly.
- ii. The Board members used a voting form to do a sample vote. The people being voted on are Honorverse characters. A few questions on the process were answered.
- iii. The back end of the form was then shared so the Board could see how the vote is processed.
- iv. Chris Hollaway asked about how this meets the Bylaw requirements of having a majority per Article three, paragraph three b. It appears that this wasn’t changed when c was changed to talk about rank choice voting. The Board will work to correct this section of the Bylaws prior to the June meeting.
- v. Matthew Parker is comfortable with this process after the Bylaw issue is cleaned up.
- vi. Some were uncomfortable with people who were ranked the worst by the majority being elected. Geoff Zoeller reminded everyone that the Board had amended the bylaws to go with a Ranked Choice Voting scheme and that the results are based on who earned the highest ranked voted
- a. Acknowledgment of the following actions that were taken between meetings:
- 7. Schedule Annual and Next Regular Meeting – June 15 at 18:30 ET, 17:30 CT
- 8. Executive Session – Appeal from Disciplinary Action (Closed to the Public)
- a. Executive session started at 19:13 ET, 18:13 CT
- b. Discussed the appeal and reasons for the appeal.
- c. Move by Geoff Strayer, seconded by Zach McCauley to end Executive session at 19: 18 ET, 18:18 ET
- d. Passed by acclamation.
- 9. Action may be taken based upon Executive Session discussions.
- Moved by Michael Paquette, seconded by Zach McCauley to deny the appeal and uphold the removal of Phillip Textor from TRMN.
- Zach McCauley, Cindy Van Wyhe, Chris Hollaway, Wayne Bruns, John Neitz, Michael Paquette, Geoff Strayer and Geoff Zoeller voted aye. Motion carries
- The Chief Legal Officer will reach out regarding the denial of the appeal.
- 10. Adjourn – Chairperson
- Moved by John Neitz, seconded by Michael Paquette to adjourn the meeting.
- Passed by acclamation.
- Meeting was adjourned at 18:22
2024
Under Construction
2023
Under Construction