Minutes of the Scheduled Meeting-2023-09

Scheduled Meeting of Board of Directors

September 17, 2023, 20:30 ET, 19:30 CT, 17:30 PT

Martin Lessem, Chair - Present, Laura Lochen, EVP - Present, Cindy Van Wyhe, Secretary - Present, Chris Hollaway, Treasurer - Present, Wayne Bruns - Present, David Westover - Present, Joe Harney - Present, Mike Garcia - Present, Justin Grays – Present (arrived ~30 minutes late), Matthew Parker, advisory role – Chief Legal Officer - Absent,

1. Call to Order – Chairperson 2. Roll Call – Secretary 3. Approve the minutes – Secretary

a. Chris Hollaway moved, Laura Lochen seconded to approve the minutes. Approved by acclamation.

4. Financial Report – Treasurer

a. Chris Hollaway read through the report that he sent. Accepted by Martin Lessem.

5. Investment Options – Treasurer

a. Chris Hollaway discussed the investment options he had sent out. Joe Harney questioned the CD rates as they are much lower than what is on offer from other institutions. Mike Garcia moved that we invest $1000 in the mutual fund, Chris Hollaway seconded. Joe Harney had a friendly amendment to also invest $1000 in a higher rate CD. Mike Garcia and Chris Hollaway accepted the amendment. Laura Lochen, Cindy Van Wyhe, Chris Hollaway, Wayne Bruns, David Westover, Joe Harney, Mike Garcia, Martin Lessem voted aye. Motion carries.

6. MantiCon 2024 Proposal – Treasurer

a. Chris Hollaway read through the proposal that he sent. Wayne asked about TMCL and Martin said it is now defunct. Laura asked what MantiCon is any more. There is no longer staff or equipment for running a convention. There MUST be a local group doing the pushing and running. Mike Garcia asked about the NASFIC Con Comm and their involvement. Laura Lochen had considered rotating it around so it’s not always in one area. She had also talked to someone about NASFIC in Buffalo when she was at WorldCon. Chris Hollaway asked to table the proposal until our next meeting. Mike Garcia moved that an ad hoc committee be formed to move forward with the MantiCon idea and the bid process, Cindy Van Wyhe seconded. Approved by acclamation. Motion carries. Laura Lochen, Martin Lessem, Cindy Van Wyhe volunteered to be on the committee.

7. Discuss what to publish (agenda, minutes, documents, etc.) and where – Secretary

a. There was discussion about having a Board of Directors area on the forums. That would be a good place to publish items. Agenda and minutes (after approval) are agreed to be published. Don’t need to publish a recording of the meetings and would allow more discussion during the meetings. Only publish the recording of the annual meeting. The policy documents could be published on the wiki.

8. New Business

a. Inactive members on holding chapters – Secretary

i. The Executive Committee wanted this brought up at the board meeting. There are inactive members in the holding chapters that have asked to not be contacted, however they don’t wish to quit the organization. There was discussion about how this could be handled. Mike Garcia moved that we ask the Executive Committee to propose how to handle this the easiest and propose this to the Board of Directors, Cindy Van Wyhe seconded. Approved by acclamation.

b. Promotion board confusion – Secretary

i. At the last board meeting when discussing the policy documents, the board said that BuPers “Managing” promotion boards and awards meant they would enter that information into Medusa, not take over all boards. However, BuPers believes they will now run all the boards except for flag, which is the Steering Committee. Dave Misener is invited to the Steering Committee meeting to discuss how the document will be interpreted, since it is open to interpretation. The Board will wait until the Steering Committee has met to discuss this.

c. Required resolutions for the Fidelity Investment proposal – Treasurer

i. Page 28 of the proposal has several resolutions that need to be approved to make the investment. Mike Garcia moved that the Chief Legal Officer review the resolutions first, seconded by Martin Lessem. Then the board can approve via an email vote to get the investment started. Approved by acclamation.

d. Bylaws and Governance Committee – Mike Garcia

i. Mike Garcia suggested that we stand up a Bylaws and Governance standing Committee. This does not require a change to the Bylaws. Mike Garcia moved that we stand up the committee, Martin Lessem seconded. Laura Lochen suggested that the committee be open to suggestions from the membership. Approved by acclamation. David Westover volunteered to chair. Mike Garcia and Joe Harney volunteered to help.

e. Space Lord Reports – Laura Lochen

i. The reports happen in the Executive Committee minutes now.

9. Schedule Next Quarterly Meeting – December 10, 19:00 pm ET, 18:00 pm CT, 16:00 pm PT
10. Adjourned at 22:18 pm ET, 21:18 pm CT, 19:18 pm PT by the Chairperson