Minutes of the Special Meeting-2024-06

Special Meeting of Board of Directors

June 27, 2024, 19:30 ET, 18:30 CT, 16:30 PT

Wayne Bruns Chris Hollaway, Treasurer, Zach McCauley, EVP, John Neitz Mike Paquette Mike Romero Geoff Strayer Cindy Van Wyhe, Secretary, Geoff Zoeller, Chair, Matthew Parker, Chief Legal Officer - absent

1. Call to Order – Chairperson

a. The meeting was called to order at 7:30 pm ET, 6:30 pm CT

2. Roll Call – Secretary

a. The secretary called the roll

3. Special Meeting Action Item:

Upon recommendation by the President and CEO, shall the below TRMN members serve on the Board of Directors’ Bylaws and Governance Committee:

• Geoff Zoeller, Chair

• Michael Romero

• John Neitz

• David Westover (Representing the Lords)

• Mark Reed (Representing the Commons)

a. Moved by Mike Romero, seconded by Zach McCauley to set up the committee as listed. Mike Romero asked, and Geoff Zoeller answered why members of the House of Commons and the House of Lords were suggested to be members of the Committee. Chris Hollaway commented about including the Board Secretary in the committee, as they are responsible for all documents issued by the board, there is a draft document that would require changes to other documents which the secretary has oversight of, and currently Policy Documents are being posted in various places and formats by various people when having matching formats handled by one person would help ensure that there are not conflicting documents posted. Also the secretary has been putting them in the format and numbering per the current AO, which others have not been doing. Cindy Van Wyhe said she had shared her comments on Discord, but had not had a chance to dig into the Delaware law that was used to set up the Bylaws yet. Mike Romero asked about having the various committees send documents to the Secretary to have them correct the formatting. Mike Paquette suggested that the Bureau of Communications has the correct formatting. John Neitz asked what the reasons are to have the committee as proposed, without the secretary. Geoff Zoeller answered with why two of the board members were proposed. John Neitz then asked if it would be onerous for Cindy to be on the committee. She answered that it was an expected part of the job, as the previous Board made it quite clear that the secretary must be on all committees. It is not onerous to do what the job entails. Wayne asked where the record of this is. Cindy replied that she had posted the section of the March minutes that stated this in the Discord chat, as well as the section of the draft officer duties that states this. Geoff Zoeller said the previous Board had not yet passed the updates or the officer duties, so the current Board is not bound by it as it is not approved. Zach McCauley asked about doing sampling rather than 100% inspection approach. Cindy responded that this was just what she had been told by the previous Board, recorded in the minutes, which were approved by every Board member. Geoff Zoeller asked about the terms Zach used, as he isn’t familiar with them. Zach explained the difference between a sampling plan and 100% inspection.

b. Geoff Strayer asked about presence on all committees or as an ex-officio member on committees. Having a compliance officer as a voting member on committees may appear as a lack of trust of the committee leadership. Geoff Zoeller said this is a great point, but is off the topic of the Special Meeting, so cannot be discussed at this meeting.

c. Mike Romero moved and Zach McCauley seconded to end discussion and call the vote

d. Wayne Bruns, Chris Hollaway, Zach McCauley, John Neitz, Mike Paquette, Mike Romero, and Geoff Strayer voted aye. Cindy Van Wyhe voted nay. Geoff Zoeller abstained.

4. Adjourn – Chairperson

a. John Neitz moved and Wayne Bruns seconded that the meeting be adjourned. The meeting was adjourned at 7:52 pm ET, 6:52 pm CT