Minutes Scheduled Meeting of the Board of Directors-2025-03

Minutes Scheduled Meeting of the Board of Directors

March 2, 2025, 18:30 ET, 17:30 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, 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.

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

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