Minutes of the Annual Meeting-2024-06

Annual Meeting of Board of Directors

June 14, 2024, 20:00 ET, 19:00 CT, 17:00 PT

Martin Lessem, Chair Laura Lochen, EVP Cindy Van Wyhe, Secretary Chris Hollaway, Treasurer Wayne Bruns David Westover Joe Harney Mike Garcia Justin Grays Matthew Parker, advisory role – Chief Legal Officer

1. Call to Order – Chairperson

a. The meeting was called to order at 20:07 ET, 19:07 CT, 17:07 PT

2. Roll Call – Secretary

a. The secretary called the roll. All members were in attendance.

3. Proposed Budget – Treasurer

a. The Treasurer discussed the budget and supporting documents that were sent prior to the meeting. There were a few questions asked and answered. It was moved by Martin Lessem and seconded by Joe Harney to accept the budget as presented. A roll call vote was taken, and all members voted yes.

4. Election of Board members – Chairperson

a. The chair asked the Chief Legal Officer to run the voting as he is the only member not voting. Mike Houghtaling has pulled out of the Board elections due to events that happened in the background with certain people trying to influence the vote and he was not comfortable with that and decided he did not want to serve on the Board as a result. There was some discussion as to how the vote would proceed. Some Board members wanted a private vote while other members wanted transparency for the members. Chris Hollaway moved, and Laura Lochen seconded that we send the votes to Matthew in chat, who would tally and announce the results for each person. Martin Lessem said that we want to ensure transparency to the members votes should not be private. Laura Lochen said the vote should be finished before any votes are published, to not influence succeeding votes. Chris accepted an amendment to make the votes public after the new board has been seated. Joe Harney asked that votes be published in the minutes, after the annual meeting. Martin asked which section of Roberts Rules Chris had referred to as Martin saw by voice in Article 3, section 46. Chris was referring to section 14, paragraphs 46:30 and 31. Cindy pointed out that the officer elections at last year's election was done by roll call vote, so that is our current established customary method. That was for officers rather than directors. Aye: Laura Lochen, Chris Hollaway, Mike Garcia, Wayne Bruns, Justin Grays, Joe Harney. Nay: Cindy Van Wyhe, David Westover, Martin Lessem. Motion Carried.

b. Vote on Martin Lessem

i. Aye: Martin Lessem, Chris Hollaway, Cindy Van Wyhe. Abstain: Laura Lochen. Nay: Wayne Bruns, Mike Garcia, Justin Grays, Joe Harney, David Westover.

ii. Martin Lessem is not reelected to the Board of Directors.

c. Vote on Cindy Van Wyhe

i. Aye: Martin Lessem, Chris Hollaway, Cindy Van Wyhe, Wayne Bruns, Larua Lochen. Nay: Mike Garcia, Justin Grays, Joe Harney, David Westover.

ii. Cindy Van Wyhe is reelected to the Board of Directors.

d. Vote on Wayne Bruns

i. Aye: Martin Lessem, Chris Hollaway, Cindy Van Wyhe, Wayne Bruns, Laura Lochen, Mike Garcia, Justin Grays, Joe Harney, David Westover.

ii. Wayne Bruns is reelected to the Board of Directors.

e. Vote on Joe Harney

i. Aye: Joe Harney, Mike Garcia. Nay: Martin Lessem, Chris Hollaway, Cindy Van Wyhe, Wayne Bruns, Laura Lochen, Justin Grays, David Westover.

ii. Joe Harney is not reelected to the Board of Directors.

f. Vote on Chris Hollaway

i. Aye: Cindy Van Wyhe, Justin Grays, Chris Hollaway, Mike Garcia, Laura Lochen, Wayne Bruns. Nay: Joe Harney, David Westover, Martin Lessem.

ii. Chris Hollaway is reelected to the Board of Directors.

g. Vote on Geoff Zoeller

i. Aye: Martin Lessem, Cindy Van Wyhe, Chris Hollaway, Laura Lochen, Wayne Bruns, Mike Garcia, Justin Grays, David Westover. Nay: Joe Harney

ii. Geoff Zoeller is elected to the Board of Directors.

h. Vote on Zach McCauley

i. Aye: Martin Lessem, Cindy Van Wyhe, Chris Hollaway, Mike Garcia, Justin Grays, Laura Lochen, David Westover. Abstain: Joe Harney. Nay: Wayne Bruns.

ii. Zach McCauley is elected to the Board of Directors.

i. Vote on Mike Romero

i. Aye: Martin Lessem, Cindy Van Wyhe, Chris Hollaway, Mike Garcia, Justin Grays, Laura Lochen, David Westover, Wayne Bruns. Abstain: Joe Harney

ii. Mike Romero is elected to the Board of Directors.

j. Vote on John Neitz

i. Aye: Martin Lessem, Cindy Van Wyhe, Wayne Bruns, Laura Lochen, Justin Grays, David Westover. Abstain: Joe Harney. Nay: Chris Hollaway, Mike Garcia.

ii. John Neitz is elected to the Board of Directors.

k. Vote on Michael Paquette

i. Aye: Martin Lessem, Chris Hollaway, Cindy Van Wyhe, Wayne Bruns, David Westover. Abstain: Justin Grays, Joe Harney, Mike Garcia. Nay: Laura Lochen.

ii. Michael Paquette is elected to the Board of Directors.

l. Vote on Geoff Strayer

i. Aye: Martin Lessem, Cindy Van Wyhe, Wayne Bruns, Laura Lochen, Mike Garcia, David Westover. Abstain: Justin Grays, Joe Harney. Nay: Chris Hollaway.

ii. Geoff Strayer is elected to the Board of Directors.

m. At this point there was a full board, so additional candidates were not voted on. The meeting was passed back to the chair.

5. Adjourn – Chairperson

a. The meeting was adjourned at 20:53 ET, 19:53 CT, 17:53 PT