Minutes of the Scheduled Meeting of the Board of Directors-2024-09
Minutes of the Scheduled Meeting of the Board of Directors
September 15, 2024, 17:30 ET, 16:30 CT
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, advisory role – Chief Legal Officer
1. Call to Order – Chairperson
- a. The meeting was called to order at 17:35 ET, 16:35 PT by the chair
2. Roll Call – Secretary
- a. Wayne Bruns joined at 17:39 ET, 16:39 CT and John Neitz joined at 18:28 ET, 17:28 CT. Matthew Parker was not in attendance. All other board members were at the meeting.
3. Financial Report – Treasurer
- a. The treasurer went over the financial reports and some background on the reports.
- b. Moved by Chris Hollaway and seconded by Zach McCauley to publish the financial report with the minutes.
- c. There was discussion about a proposed change later in the meeting as well as a conflicting policy that will need to be changed to allow publication of this information.
- d. Approved by acclamation.
4. Committee Reports
- a. Steering Committee – Report sent via email to the Board
- i. Moved by Mike Romero, seconded by Michael Paquette to accept the report.
- ii. Approved by acclamation.
- b. Executive Committee – Report sent via email to the Board
- i. Moved by Chris Hollaway, seconded by Geoff Strayer to accept the report.
- ii. Approved by acclamation.
- c. Licensing and Legal Committee – No report received
- i. The committee chair explained that the meeting was two days prior so there wasn’t a report yet, but expect a report for the December meeting.
- d. Disciplinary Committee – Report sent via email to the Board
- i. Moved by Michael Paquette, seconded by Zach McCauley to accept the report.
- ii. Approved by acclamation.
- e. Bylaws and Governance Committee – Report sent via email to the Board
- i. Moved by Mike Romero, seconded by Geoff Strayer to accept the report.
- ii. Approved by acclamation.
5. Old Business
- a. Composition of committee and subcommittee membership, quorum of the Board in a committee or subcommittee research – Matthew Parker
- i. Tabled as Matthew Parker was not at the meeting
- b. Audit proposal – Chris Hollaway
- i. Discussion about the idea of having an audit, options for how to perform an audit and who on the Board has audit experience. Geoff Zoeller recommended referring this to the Licensing and Legal Committee for discussion and a recommendation on action.
6. New Business
- a. Acknowledgment of the following actions that were taken between meetings:
- i. Approval of the Annual Meeting Minutes of June 14, 2024
- ii. Approval of the Regular Meeting Minutes of June 14, 2024
- iii. Approval of the Special Meeting Minutes of June 27, 2024
- iv. Approval of the Steering Committee Recommendation to grant the Republic of Haven Navy full voting status as a branch of TRMN.
- 1. Moved by Zach McCauley, seconded by Geoff Strayer to ratify the items that have unanimous approval in action without meeting since the last regular meeting.
- 2. Passed by acclamation.
- b. Recommended Bylaws Amendments - Geoff Zoeller
- i. No one asked to vote on any of the amendments separately.
- ii. It was moved by Mike Romero, seconded by Michael Paquette to accept the eleven amendments.
- iii. Zach McCauley, Cindy Van Wyhe, Chris Hollaway, Wayne Bruns, Michael Paquette, Mike Romero, Geoff Strayer and Geoff Zoeller voted aye. Motion carries.
- iv. The language affecting service on committees will not take effect until the new Board year.
- c. Motion on Initial Term Status for Directors - Geoff Zoeller
- i. Moved by Zach McCauley, seconded by Mike Romero to accept the motion.
- ii. Cindy Van Wyhe asked the people whose terms are extended by this motion if they agree to serving more than the one year term that they agreed to.
- iii. Zach McCauley, Cindy Van Wyhe, Chris Hollaway, Wayne Bruns, Michael Paquette, Mike Romero, Geoff Strayer and Geoff Zoeller voted aye. Motion carries.
- d. Board of Directors’ Officer Policy - Geoff Zoeller
- i. Moved by Geoff Strayer, seconded by Mike Romero to accept the policy.
- ii. Chris Hollaway raised a concern about Administrative Assistant limitations. After discussion, nothing was changed.
- iii. Cindy Van Wyhe again recommended that Secretary 3d should say “draft” copy of the minutes, so that no one later requires an approved copy of the minutes be sent out within two weeks of the meeting. This was accepted as a friendly amendment.
- iv. Cindy Van Wyhe asked about, under Treasurer 4c it says the Board will look at the annual budget at the second regular meeting, which is the September meeting. That will take effect with the new Board, as a budget was approved at the June meeting for this year. This may be discussed at the next Licensing and Legal Committee meeting, in conjunction with the audit discussion.
- v. Cindy Van Wyhe asked again why the job descriptions are being done as a policy document for all of the positions instead of using the job description documents the rest of the organization uses for each of these positions. This will be discussed in the Director discussion between meetings.
- vi. Cindy Van Wyhe brought up, on the record, that if the various committee secretaries are to be sending out draft minutes within two weeks of their meetings, the policy documents for those committees will need to be updated with that requirement as well. The committee chairs were asked to communicate the requirement to their secretaries until we get those changes made.
- vii. Passed by acclamation
- e. Motion on Steering Committee’s Recommendation for revised TRMN charities
- i. Moved by Zach McCauley, seconded by Geoff Strayer to approve the motion.
- ii. Cindy Van Wyhe pointed out that the Turpentine Creek Wildlife Refuge was approved by the Board with an effective date of January 1, 2024. The change would be to add the other three charities.
- iii. Chris Hollaway had previously asked that changes take effect at the beginning of the calendar year to align with the Grand Alliance Campaign Medal timing, so additional charities would be effective January 1, 2025.
- iv. The wiki listing the charities now has links for the charities, so that members can click through.
- v. Cindy Van Wyhe suggested that the mentioned wiki shows that they are not in effect until 2025. Geoff Zoeller asked that the post be edited to indicate that.
- vi. Chris Hollaway abstained. The remaining Board members voted aye. Motion carries.
- f. Social Media Policy – Geoff Strayer
- i. Moved by Mike Romero, seconded by Michael Paquette to accept the policy published by the Steering Committee.
- ii. Passed by acclamation
- iii. Cindy Van Wyhe asked about how we will handle this policy. Previous policies affecting real life have been published as Board Policy Documents, such as the Membership and Youth Policy Documents. Will this also be a Board Policy Document? There was some discussion about real life versus role play. Geoff Zoeller wasn’t comfortable deciding during the meeting, so this will be a Director discussion between meetings. Geoff Zoeller asked the Steering Committee chair to make sure in the future, anything the Steering Committee does that involves real life be sent to the Board as a recommendation, rather than trying to adopt it as a Steering Committee policy.
7. Schedule Next Meeting – December
- a. After discussion, the next meeting will be held on December 1, 2024 at 19:30 ET, 18:30 CT
8. Adjourn – Chairperson
- a. Moved by Mike Romero to adjourn. Meeting adjourned at 18:50 ET, 17:50 CT.
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