Minutes of the Scheduled Meeting of Board of Directors-2015-10

October 25, 2025, 14:30 ET, 15:30 CT

Geoff Zoeller, Chair; Zach McCauley, EVP; Colin Lloyd, Secretary; Kerry Kuhn, Treasurer; John Neitz; Michael Paquette; Mike Romero; Geoff Strayer

Not present: David Misener; Matthew Parker, Non-voting Director – Chief Legal Officer

1. Call to Order – Chairperson

a. The meeting was called to order at 15:32CT by Geoff Zoeller

2. Roll Call – Secretary

a. Apologies from Matthew Parker (Pursuant to the ByLaws, the President invited the Chief Legal Officer to participate in this meeting.)

b. David Misener, not present

3. Special Meeting Action Item

a. A Code of Conduct disciplinary recommendation forwarded to the Board by the Disciplinary Committee, pursuant to PD-BOD-3400 - 8.d

b. Motioned to go into closed Executive Session by Geoff Strayer, seconded by John Neitz; Roll call vote: all aye

4. Executive Session (The Board will meet in closed session)

a. The board met and discussed the actions mentioned in the Disciplinary Committee report, its recommendations, whether to vary from the recommendations

b. Return to public session motioned by Zach McCauley, seconded by Kerry Kuhn; Roll call vote: all aye

5. Public Action on the Special Meeting Action Items may be taken.

a. Motion: To allow the President and the Chief Legal Officer in coordination with the Lord Speaker to handle the matter referred to the Board by the Disciplinary Committee with private counseling.

b. Motioned: Zach McCauley, seconded by Mike Romero; Roll call vote: all aye and chair voted aye.

6. Adjourn – Chairperson

a. Motioned by Kerry Kuhn, seconded by Mike Romero; Vote by general acclamation: all aye.

b. Meeting was adjourned at 15:59CT