Minutes of the Board of Directors Meeting-2025-06

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

Steering Committee – Reports emailed
Executive Committee – No report received, minutes will be accepted either at next meeting or in actions without meeting.
Licensing and Legal Committee – Report emailed
Disciplinary Committee – Report emailed
Bylaws and Governance Committee – Report emailed
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

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.
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.
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.
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

Steering Committee - The Chair nominated Geoff Strayer to continue as chair of the Steering Committee
Disciplinary Committee - The Chair nominated David Misener to take the chair of the DC
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.

Executive Committee - add Geoff Strayer to the Executive Committee
Steering Committee - add Zach McCauley to the Steering Committee
Disciplinary Committee - the following names were put forward for appointment.
- Nathan Camarda
- Tom Guertin
- Brad Lee
- Brian “Ug” Lee
- Ross Prosser
- Kathy Rau
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:

Approval of March 2, 2025 Board of Directors Meeting Minutes on March 22, 2025.
Approval of May 4, 2025 Special Meeting Minutes on May 23, 2025.
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.