Minutes of the Scheduled Board of Directors Meeting-2025-09

September 7th 2025 at 4:30pm Eastern

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

a. Chair called the meeting to order at 4:31PM Eastern

2. Roll Call – Secretary

a. Apologies from Mike Romero,

b. Roll call taken, all others present

3. Financial Report – Treasurer

a. Kerry Kuhn gave a report for the financial activity for the last three months. Some expenses exceed income, but has servers paid out to 2027.

b. The issue of raising store prices to reflect increased costs was raised again. Kerry Kuhn to actively liaise with Ben Wagner

c. Motion to accept by Michael Paquette, seconded by Zach McCauley. Motion accepted by unanimous general acclamation

4. Committee Reports

a. Steering Committee -TRMN Steering Committee Minutes_13JULY25_Revised.pdf

b. Executive Committee - 2025-9-7 Executive Committee Report.pdf

c. Licensing and Legal Committee - L&L Committee Minutes 8-23-25.docx

d. Disciplinary Committee - Disciplinary Committee Report - Sept 2025.docx

e. Bylaws and Governance Committee - B & G Committee Report - August 2025.docx

i. No questions were raised.

ii. Motion to approve by Zach McCauley, seconded by David Misener. Motion approved by unanimous general acclamation

5. Old Business

None

6. New Business

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

i. Approval of the Minutes of the Annual Meeting of June 15, 2025, on June 27, 2025

ii. Approval of the Minutes of the Regular Meeting of June 15, 2025, on June 27, 2025

1. Motion by Geoff Strayer, seconded by Zach McCauley. Motion accepted by unanimous general acclamation

b. Review, discussion, and approval of the Budget - Treasurer

Proposed 2025-2026 Budget.xlsx

Proposed 2025-2026 TRMN Budget Explanatory Notes.docx

i. It was noted that this was similar to the previous year’s budget.

ii. Motion by Zach McCauley, seconded by Michael Paquette. Motion to adopt the budget accepted unanimously by roll call vote. Chair voted ‘aye’.

c. Ratify the actions of the President and Executive Vice President in bestowing an Honorary Parliamentary Medal of Valor for a non-TRMN youth at the request of the Make-a-Wish Foundation and in accordance with David & Sharon Weber’s wishes

i. The events were reviewed. The chair has spoken to relevant parties to try and ensure that we are in the loop earlier. Zach White did the artwork – thanks expressed to him, and to all the people who put in so much effort.

ii. Kerry Kuhn suggested it be made known generally to org members that if we are going to do this going forward that the org has to be involved.

iii. Motion by John Neitz, seconded by Kerry Kuhn. Motion accepted by general acclamation, Zach McCauley abstained, all others aye.

d. Amendments to Bylaws

Amendments to bylaws - September 2025.docx

1. Comments that most of these are minor changes to the bylaws. This formalizes the nominating committee

2. Motion by Zach McCauley, seconded by David Misener. Motion accepted by unanimous roll call. Chair also voted ‘aye’.

a. Discussion:

i. Zach McCauley noted that this is a smart move for the org as a whole as it increased fairness. Kerry Kuhn agreed, noting though that the process was a bit stressful.

ii. Potential for the recent candidates to feed back to the nominating committee was floated, and the nominating committee may survey the candidates.

e. Amendments to Various Policies

Policy amendments - September 2025.docx

1. Last set of proposals remanded to Steering Committee

2. No concern raised in the meeting, the proposals that had questions were those that were referred to the steering committee.

3. Motion to accept by Kerry Kuhn, seconded by Zach McCauley. Motion accepted by unanimous roll call vote

f. Approval of revised privacy language on the TRMN website

Legal Disclaimer 1 - Edited.docx

1. This language had been brought up by 4SL who noted that our existing language had not been updated since 2016. Matthew Parker drafted revised language. Legal and Licensing Committee approved.

a. Matthew Parker noted changes were to make the language easier to understand and reflect current practice.

b. Matthew Parker checked that the tech side of the language was accurate. Geoff Zoeller confirmed that 4SL had reviewed and approved.

2. Motion by Kerry Kuhn, seconded by Zach McCauley. Motion accepted by unanimous general acclamation.

g. Approval of an Affiliate Agreement with Anderman Charities

Affiliate agreement with Anderman Charities.docx

1. Created to better define TRMN relationships with business entities who are affiliated with TRMN. This one is the template, with Anderman Charities. Geoff Zoeller noted that he felt it important that there was no conflict of interest, since he had a pre-existing involvement with Anderman Charities. Thanks again to Matthew Parker for assisting with drafting.

2. Potential for affiliate agreement with BuNine/Worlds of Weber/Words of Weber. Will be brought to the board in the coming months.

3. Motion by Kerry Kuhn, seconded by Zach McCauley. Motion accepted by roll call vote. Chair abstained.

a. Discussion – Geoff Zoeller is not the president of Anderman Charities, so will not have to sign.

b. Anderman Charities has already approved this document.

c. Matthew Parker related specific concerns that were worked through in the drafting.

d. To ensure that there are no questions going forward about relationships between TRMN, TRMN officers, and external bodies.

7. Schedule Next Meeting – Chairperson

a. 7th Dec 4:30 PM Eastern

8. Adjourn – Chairperson

a. Motion by David Misener, seconded by Geoff Strayer. Motion accepted by unanimous general acclamation, meeting ended at 5:18 PM Eastern