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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.
4. Committee Reports
  1. Steering Committee – Reports emailed
  2. Executive Committee – No report received, minutes will be accepted either at next meeting or in actions without meeting.
  3. Licensing and Legal Committee – Report emailed
  4. Disciplinary Committee – Report emailed
  5. Bylaws and Governance Committee – Report emailed
  6. 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
  1. 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.
  2. 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.
  3. 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.
  4. 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.
b) Appointment of Committee Chairs – Chairperson
  1. Steering Committee - The Chair nominated Geoff Strayer to continue as chair of the Steering Committee
  2. Disciplinary Committee - The Chair nominated David Misener to take the chair of the DC
  3. 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.
  1. Executive Committee - add Geoff Strayer to the Executive Committee
  2. Steering Committee - add Zach McCauley to the Steering Committee
  3. Disciplinary Committee - the following names were put forward for appointment.
    • Nathan Camarda
    • Tom Guertin
    • Brad Lee
    • Brian “Ug” Lee
    • Ross Prosser
    • Kathy Rau
  4. 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.
d) Acknowledgment of the following actions that were taken between meetings:
  1. Approval of March 2, 2025 Board of Directors Meeting Minutes on March 22, 2025.
  2. Approval of May 4, 2025 Special Meeting Minutes on May 23, 2025.
  3. 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.
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.


Video Record

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.
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
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