Minutes of the Special Meeting of Board of Directors-2025-05

Minutes of the Special Meeting of Board of Directors

May 18, 2025, 19:30 ET, 18:30 CT

Members:
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, Non-voting Director – Chief Legal Officer

1. Call to Order – Chairperson

The meeting was called to order at 19:31 ET, 18:31 CT by the Chair, Geoff Zoeller

2. Roll Call – Secretary

Geoff Zoeller, Zach McCauley, Cindy Van Wyhe, Chris Hollaway, Wayne Bruns, John Neitz, Michal Paquette, Mike Romero and Matthew Parker were present. Geoff Strayer was absent

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

Moved by Zach McCauley to go into Executive Session, seconded by Mike Romero. Approved by acclamation.

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

There was discussion about the topic under consideration to allow for a decision.

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

It was moved by Zach McCauley and seconded Mike Romero by to exit Executive session.

It was moved by Cindy Van Wyhe and seconded by Zach McCauley to allow the President and the Chief Legal Officer to handle the matter referred to the Board by the Disciplinary Committee with private counseling.

Zach McCauley, Cindy Van Wyhe, Wayne Bruns, John Neitz, Michal Paquette, Mike Romero voted aye. Geoff Zoeller did not vote. Motion carries.

6. Adjourn – Chairperson

Moved by Wayne Bruns, seconded by Michael Paquette to end the meeting.

Meeting ended at 18:10 ET, 19:10 CT