Minutes of the Scheduled Meeting-2024-03
Scheduled Meeting of Board of Directors
- March 10, 2024, 19:00 ET, 18:00 CT, 16:00 PT
Martin Lessem, Chair - absent, 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 - absent
1. Call to Order – Chairperson
- a. The meeting was called to order at 19:10 ET, 18:10 CT, 16:10 PT by Laura Lochen, acting Chairperson for the meeting.
2. Roll Call – Secretary
- a. The secretary called the roll.
3. Financial Report – Treasurer, including sponsorship (from ExComm meeting)
- a. The treasurer reviewed the reports that had been sent to the Board prior to the meeting. There was discussion about possible uses for funds, as the organization is currently doing well. This included discussion about how to help the entire organization and items produced by the Bureau of Supply. Then discussed forming a committee to consider how much and how to decide where to use some of the funds. After further discussion topic was tabled to have the Steering and Executive Committees come up with their suggestions, which the Board will then use to form a policy document. The chairs of the Executive and Steering Committees will take this item.
4. Committee Reports
- a. Steering Committee – sent prior to meeting.
- i. Chris Hollaway had questions about the minutes of the last three meetings, which were answered. These included chapter start ups, some changes to previous AOs, and some miscommunication about the GACM that was discussed at some length. There was also some discussion about a PD on Social Media, which was supposed to go to the Licensing and Legal Committee, and didn’t get sent to the Board. There were also some inaccurate dates in the report that were discussed. There was also discussion about the Charities that the Steering Committee recommended, that haven’t been sent to the Board, nor had it been communicated to the office responsible for the GACM.
- b. Executive Committee – attached to email.
- i. No questions
- c. Licensing and Legal Committee – no report received.
- i. Has not met, no report.
- d. Disciplinary Committee – no report received.
- i. Issues scheduling a meeting, so they have not yet met. However, there are no issues to deal with right now.
- e. Bylaws and Governance Committee - attached to email.
- i. No questions
5. Old Business
- a. Executive Committee recommendation, members wishing no contact – Laura Lochen.
- i. The Board liked the letter and the update to the PD. Chris Hollaway moved to accept the documents and their use, Justin Grays seconded. The motion carried by acclamation.
- b. Composition of committee and subcommittee membership, quorum of the Board in a committee or subcommittee research – Matthew Parker
- i. Tabled since Matthew Parker was not able to attend the meeting.
- c. Documents from Steering Committee for CLO and Board approval – Mike Garcia
- i. First there was discussion on the Youth Policy. Chris Hollaway suggested numbering it as a Board PD rather than a Steering Committee PD. Chris Hollaway moved to accept it as a BOD PD, David Westover seconded. Cindy Van Wyhe, Chris Hollaway, Wayne Bruns, David Westover, Joe Harney, Mike Garcia, Justin Grays, and Laura Lochen voted aye. Next there was discussion on the Membership Policy and Lochen Clause. The Board had requested a change at the December meeting which was not changed in the document. David noted that the Bylaws state who the Corporate Officers are, service heads and space lords. Chris Hollaway suggested removing the Board officers from the ‘hat’ clause. Joe Harney suggested pulling the hat policy out as a separate document. Chris Hollaway pointed out that the document covers both real world (Board level) and role play (Steering Committee) aspects. He suggested splitting it into two documents, one from the Board and one from the Steering Committee. The Steering Committee can decide if they will expand or pull out the hat policy. Chris Hollaway moved to table and separate the document, seconded by Justin Grays. Passed by acclamation. Chris Hollaway offered to split it into two documents and post them to Discord.
- d. Update to SC document, section 9b – Mike Garcia and David Westover
- i. There were three changes proposed to the Steering Committee Policy document. First was changing 9.b., splitting it into three (9.b., c. and d) and expanding it to include Service Orders/Directives as well as ‘Grand Alliance Joint Chiefs of Staff’ directives. Second was a change to item 1, adding a second sentence. The Secretary was accidentally removed so there was discussion on making sure to put that back in to align with the Bylaws. Third, a section on “Special Meetings” (8.g.) was added. Mike Garcia moved to amend #2 to include the Secretary, Justin Grays seconded. David Westover accepted the amendment. The amendment passed by acclamation. Justin Grays moved to accept the three proposed changes, Mike Garcia seconded. Passed by acclamation.
- ii. During that discussion it came to light that there are two committees that do not include the Board Secretary, and they must be a member of all committees.
- e. Audit proposal – Chris Hollaway.
- i. Cindy Van Wyhe had gotten information on one place willing to do the audit, but asked what type of audit we wanted, which she was unable to answer. Joe Harney asked if we need to have an audit. However, it would give the organization transparency. Mike Garcia suggested that the Treasurer and Secretary work together on getting several options. Chris Hollaway will give the Board options on types of audits we can choose from, then work with Cindy Van Wyhe to supply options as to who could perform the audit.
6. New Business.
- a. Job Description document – David Westover
- i. Cindy Van Wyhe asked about having the Board Secretary making sure the other committee secretaries get their minutes sent out to the committee members within two weeks, but that isn’t a requirement in any of the committee or other documents, so she asked that it be a requirement elsewhere for her to have something to point to as a requirement. The Board decided to table the document and discuss it on Discord before the next meeting.
- b. Background checks – Martin Lessem
- i. Martin Lessem shared with Cindy Van Wyhe that the company that does the background checks requires a telephone number, and Martin Lessem offered to use his phone number just to have one on file with them. The treasurer also offered to use his number. No change to the phone number is being made at this time and Martin’s will continue to be used.
- c. Ongoing Meetings for Committees – David Westover
- i. David Westover moved, Justin Grays seconded that we accept this document. Cindy Van Wyhe suggested adding a tag when something is posted, so the members know about it before the vote. Joe Harney asked what problem this solved. Part of Matthew Parker’s opinion on the committees doing work between meetings had been that it could happen if we had a document allowing it, so this document would allow it. Joe Harney suggested revisiting the document at some future point to make sure it works for those involved. Cindy Van Wyhe, Chris Hollaway, Wayne Bruns, David Westover, Joe Harney, Mike Garcia, Justin Grays, and Laura Lochen voted yes.
7. Schedule Annual Meeting – June 14 at 20:00 ET, 19:00 CT, 17:00 PT 8. Adjourn – Chairperson
- a. The meeting was adjourned at 21:46 ET, 20:46 CT, 18:46 PT
Documents approved: