Minutes Scheduled Meeting of Board of Directors-2024-12

Minutes Scheduled Meeting of Board of Directors

December 1, 2024, 19:30 ET, 18:30 CT

Members:
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, advisory role – Chief Legal Officer

1. Call to Order – Chairperson

a. The chair called the meeting to order at 19:32 ET, 18:32 CT

2. Roll Call – Secretary

a. The secretary called the roll. All the members were present.

3. Financial Report – Treasurer

a. The treasurer went over the financial reports supplied to the board prior to the meeting. Michael Paquette moved to accept the reports. Zach McCauley seconded the motion. Approved by acclamation.

4. Committee Reports

a. Steering Committee – Report emailed by chair to the Board.

b. Executive Committee – Report emailed by chair to the Board.

c. Licensing and Legal Committee – No report received.

d. Disciplinary Committee – Report sent with agenda.

e. Bylaws and Governance Committee – Report sent with agenda.

i. Chris Hollaway asked if the leadership changes on the Steering Committee were planned changes. Geoff Strayer said that all were planned changes.

ii. Chris Hollaway commented on his belief that the Steering Committee September minutes are incomplete due to the lack of names on award nominees. Discussion about not wanting to publish that people were nominated and didn’t receive those awards. Geoff Strayer pointed out that the names are on the agenda, for the committee to know who is being voted upon. Michael Paquette commented that he doesn’t feel the Board needs to know who is nominated, since the Board is not involved in determining awards.

iii. Chris Hollaway commented that it would be nice if citations were included on the award posts by the Steering Committee. Geoff Strayer said that citations have come and gone over time, but he plans to suggest that for the next round of awards.

iv. Moved by Geoff Strayer to accept the reports, seconded by Mike Romero.

v. Approved by acclamation.

5. Old Business

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

i. Matthew Parker said that some of the concerns brought to him are being assuaged by the changes being made. Matthew also said there couldn’t accidentally be a Board meeting as it must be called in a specific manner. A committee meeting doesn’t meet the specific requirements of calling a Board meeting.

b. Audit proposal – Chris Hollaway

i. Chris Hollaway asked that this item be closed. Neither the old Board nor the current Board is pushing for an audit. Geoff Zoeller suggested discussing it in the Licensing and Legal Committee moving forward.

c. Vote on minutes of the September meeting

i. Zach McCauley moved, and Mike Romero seconded that the September minutes be considered.

ii. Chris Hollaway commented that he did not see any of the changes that he had mentioned regarding content and completeness.

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

6. New Business

a. Acknowledgment of the following actions that were taken between meetings:

i. Revision to Membership Policy 6.b "Financial Documentations” of September 22, 2024

ii. Waiver for use of charity at WindyCon of November 3, 2024

1. Moved by Mike Romero, seconded by Zach McCauley to acknowledge the things that were done as an Action Without Meeting.

2. Approved by acclamation.

b. Recommendation for the Executive Committee to discuss usage of TRMN funds – Zach McCauley

i. Discussion about how the organization might use the funds we have to support the organization. One thought was to provide convention boxes for each Fleet. Another idea was the Sphinx Forestry Commission ribbons.

ii. Looking for information from the Bureaus and Branches as to what they are paying for, that should be TRMN expenses.

iii. John Neitz suggested that BuPlan would be a perfect place to have the convention boxes planned and proposed. Chris agreed to send the information he has to the Executive Vice President.

c. Ratify the Steering Committee vote on new Branch Heads – Geoff Strayer

i. The Steering Committee selected Samuel Dietzmann to head the IAN, Mike Romero to head the RMN and Garret Bitker to head the Civilians starting in January.

ii. Moved by Chris Hollaway and seconded by Zach McCauley to ratify these selections.

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

d. Proposed new Fourth Space Lord – Zach McCauley

i. After a search for a new Fourth Space Lord, there were three applicants. The person chosen at the end of the process was David Westover.

ii. Moved by Geoff Strayer, seconded by Michael Paquette to ratify the selection.

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

iv. Geoff Zoeller commented that there is currently a search for a Second Space Lord. That recommendation may be considered as an Action Without Meeting to fill the opening prior to March.

e. Change to Membership Policy for Background Checks

i. Geoff Zoeller commented about the need for background checks for people with higher levels of access in Medusa. Zach McCauley worked with the senior staff at the Bureau of Personnel. After discussion, the decision was if a person has access to more than one chapter or if a person has access to more than 25 members’ information they should have a background check.

ii. Moved by Geoff Strayer, seconded by Michael Paquette to accept the proposed change.

iii. Chris Hollaway pointed out the 30-day period to allow people time to get the background checks done. Chris questioned if the 30 day implementation period was sufficient to complete background checks before people lost access and was told that the turnaround time was quick. Chris also asked about the international background checks, and that people do not have access without having passed a check. Chris also asked about the availability/ability for international background checks as that was the actual failure in BuPers with an individual (Mr. Coulombe) being given full access in MEDUSA without completing one. He believes that is when Geoff Zoeller mentioned that it was the reason a vendor was not specified in the policy but that BuPers was going to be more circumspect about granting MEDUSA access without one.

iv. This does not change the checks required by the Youth policy.

v. Approved by acclamation.

f. Governing Document Policy

i. Moved by Geoff Strayer, seconded by Michael Paquette to accept the policy.

ii. John Neitz commented that the Articles of Incorporation have not been seen and are not on the wiki. He’d like to be able to see them.

iii. Cindy Van Wyhe commented that she plans to vote against this policy due to the change to PD numbering to sequential numbering instead of grouping documents by topic, per the current AO. She suggested letting some group do sequential if they want, but don’t require everyone change to sequential numbering. She asked what the benefit of sequential numbering is, what is the gain? There was no answer to that question.

iv. Geoff Zoeller said the sequential numbering would be moving forward, not renumbering existing documents.

v. John Neitz suggested amending the document to say, “all future documents will use this numbering method”. Geoff Zoeller said language could be added to make it effective as of a certain date.

vi. Matthew Parker asked who would be keeping track of what the next available sequential number would be. Geoff Zoeller said the issuing authority would have to catch duplications before they are issued.

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

g. Amendments to Various Policies

i. Geoff Zoeller asked if anyone wanted to segregate anything for a separate vote.

ii. Mike Romero moved; John Neitz seconded to accept the amendments.

iii. Zach McCauley asked about the currently occurring searches for Space Lords. Does he need to use the new process? Geoff Zoeller said searches in process continue with the current process. New searches will follow the new process.

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

h. Amendments to Bylaws

i. Geoff Zoeller asked if anyone wanted to segregate any of the amendments.

ii. John Neitz moved; Zach McCauley seconded to approve the amendments.

iii. Mike Romero asked if the Bylaws would be accessible to the membership. Geoff Zoeller said they are published on the wiki.

iv. Chris Hollaway asked what the effective date would be. Geoff Zoeller said it was effective upon adoption, unless we make provision otherwise.

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

i. Bylaws and Governance Committee Policy

i. Zach McCauley moved; John Neitz seconded to accept the policy.

ii. Approved by acclamation.

j. Action Without Meeting Policy

i. John Neitz moved; Geoff Strayer seconded to accept the policy.

ii. Chris Hollaway is leery of the ongoing meeting methodology, in part due to items he feels are stalled in the Steering Committee.

iii. Geoff Zoeller pointed out that this document does not require that committees operate in a specific manner but allows them to use other methods as needed.

iv. Chris Hollaway asked how they had been meeting this way prior to this policy. Geoff Zoeller pointed out that those items were in the specific committee policies and the amendments the Board just passed removed them from the committee Policy Documents to put them all in one Policy Document.

v. Chris Hollaway commented that a standing committee not having minutes doesn’t follow Robert’s Rules. Geoff Zoeller said the Board follows Robert’s Rules unless it adopts rules of its own, such as this Policy.

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

7. Schedule Next Meeting – March

a. March 2 at 18:30 pm ET, 17:30 CT

8. Executive Session - Recommendations from Disciplinary Committee & Personnel Matters (Closed to the Public)

a. Moved by Zach McCauley to go into Executive session, seconded by Chris Hollaway to go into Executive Session.

b. Approved by acclamation.

c. Executive session started at 20:54 ET, 19:54 CT

d. The items from the Disciplinary Committee and Personnel Matters were discussed to enable votes on the items.

e. Michael Paquette moved, and Geoff Strayer seconded to go back to public session. Approved by acclamation.

f. Executive session ended at 21:31 ET, 20:31 CT

9. Public Votes on Executive Session topics

a. Phil Textor conviction

i. Moved by Chris Hollaway, seconded by Zach McCauley to exclude Phil Textor from the organization.

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

iii. Geoff Zoeller asked Matthew Parker to communicate that to the individual and to the Bureau of Personnel

b. Bill Lochen option #6

i. Moved by Wayne Bruns, seconded by Michael Paquette to adopt option #6 from the Disciplinary Committee report.

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

iii. Geoff Zoeller and Matthew Parker will deal with option #6.

10. Adjourn – Chairperson

a. Moved by Micheal Paquette to adjourn the meeting.

b. Approved by acclamation.

c. The meeting was adjourned at 21:35 ET, 20:35 CT

Updated documents are on the wiki here: Board_of_Directors