 as possible. Good morning, everyone. This is convening of the Massachusetts Gaming Commission and they're holding this meeting virtually. So I'll do our call. Good morning, Commissioner Bryant. Good morning. I'm here. Good morning, Commissioner Hill. Good morning. I'm here. Good morning, Commissioner Skinner. Good morning. And good morning, Commissioner Maynard. Good morning. Okay. This is a public meeting number 472. We're meeting on Monday, first thing 9am, August 21st. And we are turning back to our agenda, but we had completed much of the presentations, but not all of it. And I think I left it, you know, let Councillor Grossman, Interim Executive Director Grossman, remind us of where we left off and I think we'll be turning to the applicant. Well, thank you, Madam Chair. Good morning to you, to the commissioners and to all who are joining the meeting here today. Of course, when we left off, the commission had gone through a bulk of the presentations and the presentation of evidence. There was one new piece of information that emerged in the course of the meeting. And time was afforded the applicant to review it. And they have submitted some subsequent supplemental materials that have been circulated to the commissioners last evening, I believe. So at this juncture, I think we'll want to hear about that piece of information, make sure there's no further information to be discussed, because the next step of the proceedings would be to move into the review and evaluation process pertaining to the two issues presently before the commission, which of course, as everyone will recall, are the petitions for withdrawal of the two qualifiers, that being Christopher Carney and the Christopher Carney subchapter S, the trust. And then secondarily, the preliminary suitability review under section 215 and Chapter 23K of the commission's regulations and statute as applicable. So those are the issues presently before the commission. And Madam Chair and commissioners, if you're so inclined, we could, I don't know if the IEB has anything to say about the document that was forwarded, or if we just want to go right over to the applicant to describe and explain it. Before we turn to that, I want to make sure it's not this morning isn't completely restricted to just this document, correct? I believe we're going to allow MGA to respond fully to the suitability report, too. And I see Commissioner Skinner, I know you left at the end of a meeting where you wanted to make sure that we heard fully from MGA, correct? So is that fair? I just want to go back to you know, I think that's right. We can certainly allow the applicant to respond. You are right. I think we we did leave off without giving them a full opportunity to respond to all the information. So they should be allowed to do that as well. Thank you. You know, it was a very long meeting. I want to make sure we don't miss anything. Mr. Nozzle, turning chair, that was our understanding. And we're prepared to address two issues and a few issues within our presentation. Of course, the document that was circulated on Friday, we can respond to. And then also we have essentially some additional information to go through to respond to some of the issues that are raised in the supplemental IEB report. OK, great. Thank you. I just want to make sure we clarify that in terms of IEB, perhaps because the public didn't know what the document is. I think that was your point, Councillor Grossman, to turn to you, Director Lillios or councillor Hall on that document. That was. Sure, Chair, I can I can jump in on that. And just by way of explanation, it's not part of the IEB's protocol to pull the Secretary of State's filings on the applicant company as part of the preliminary review. We do verify all of the information on the BED form as part of the full review. We do an independent verification. It was really during the hearing when there was some discussion about something that was disclosed on the BED and that was disputed in the hearing that the staff went online and pulled a document from the filing, a public filing from the Secretary of State's office that was submitted by the applicant, I think, under that one fifty sixty that council has has referred to. So I did want to just explain how it was that that document came to light at that at the date in the filing itself. Does indicate a couple of different things. It does confirm that Mr. Kelly, who was the involved in that earth source matter, was, in fact, an officer and I think director of the company and then does confirm as well that Mr. Christopher Carney was listed as a vice president of the company in that twenty twenty filing. I know the applicant, you know, we had discussions over the weekend with council for the applicant. And I know they want to shed some further light on that. But that is what the document showed. And we did feel it was relevant and so put it before you. Thank you. OK, commissioners, any questions for Director Lilios before we turn to Attorney Nozal and Attorney Viridzio? OK. OK. Then to the applicant and Attorney Nozal and Attorney Viridzio, thank you so much. Yeah, thanks, chair, and thank you, director, director Lilios. And we appreciate the explanation of how this document came about. And although, you know, certainly frustrating for something to pop up sort of in real time, we appreciate the opportunity to have had a chance to look at it. And and and honestly, at the end of the day, I'm glad we have an opportunity to address this issue and something that appears to show some discrepancy in what MGA has been representing prior to the commission going into any of its deliberation. So although the timing is tough, it's also right. And I want to put the document into some context for the commission. So as the document that's being referred to is known as a statement of change in what this document represented for MGA was a proposed management structure in September of 2020 that was really never implemented. It was filed on September 14th, 2020, and then it was superseded when MGA filed its 2020 annual report and a further statement of change that was filed contemporaneously with that. And we've included some documents today that I'm going to refer to during our presentation. And I could just sort of, you know, walk through quickly. Commissioners want to refer to that packet. I'll go by the PDF page numbers for that. And I apologize. I think some of the cover slip covers for the documents might have gotten a little bit mixed up in the final production of that. So at page two, I think you find in our PDF the statement of change that was circulated on Friday. And then at page five, you'll find the annual report that was filed in March of 2020. And that was for the fiscal year that ended in 2019. And then at page eight, you'll find the second statement of change that followed by the annual report. And that covers the fiscal year ending 1130, 2020. And that was filed again in April of 2021. The offices and directors in the September 14th, 2020 statement of change run file with the Secretary of State's office for approximately six months. The September 14th, 2020 statement does list Christopher Carney for the first time as an officer of MGA. He wasn't paid in that position, didn't carry out duties in that position. And it was effectively eliminated when we filed MGA filed its statement of change of supplemental information and the updated and the next annual report on April 12th, 2020. I do want to point out also, as Director Lilios indicated, that that document contained other changes to the proposed to the proposed management structure, including adding Bob Kelly, Latisha Carney, Mr. Carney's wife and Mora Carney were also included as part of the same proposed management structure that was filed in September of 2020, wasn't implemented. And then superseded by the following supplemental information in annual report in 2021. As previously disclosed in our BED form, we had only listed Bob Kelly, Latisha Kelly and Mora Carney as being directors through 2019. So in the I want to explain sort of how this happened. So we do need to update our BED forms and we don't dispute that as a result of this document. In the due diligence leading up to the application materials, we missed the September 14th statement of change and the leadership of MGA did not recall the change at the time the applications were filed. How did we miss this? The statement of change was not located at the time in the corporate records of MGM when we prepared the applications. And then when gathering the reports from the Secretary of State's office, we just looked at the annual reports, not any supplemental changes. And then because this change occurred after the 2019 annual report was filed and then was later discarded by the time the 2020 annual report was filed in April 2021, we didn't include the information, the statement of change, supplemental information in the BED forms, and we should have. We amended these forms and we've included that those proposed amendments and how we would explain this in graphs of changes to schedule six and eight to the BED form filed by MGA. These are found at pages 15 and 16 of the PDF. We note the reasons why these changes were made in that document. And we update the correct dates for Bob Kelly and the other officers and add Christopher Kearney as a former officer as a result of the proposed management chain that was filed with the Secretary of State's office. It was an intentional wanton or reckless and it wasn't intended to mislead in any way. We certainly regret the error and we shouldn't have stated to the commission that Christopher Kearney was never an officer of MGA when based on that filing, although it was just a preliminary and temporary excuse me, a proposed management structure. He was listed as an officer from September 14th, 2020 to April 13th of 2021. Again, it was proposed management plan that was never implemented and listed on the secretary. It was listed on the Secretary of State's office for six months and I'm happy to pause there and answer any additional questions that the Commission may have regarding that and the updates that we that will now require us to make in connection with the application. Counselor, are you all set for questions from the commissioners? I am. Yes, we are. Thank you. OK. Questions and I understand that my microphone might be having an echo. Where is it working other than the little bit of an echo? Hmm. And so I'll take any guidance from Mills and Grace along the way if I can fix that. OK. Any questions for Councilor Nozom? Commissioner Bryant, I do. So Attorney Nozom, I'm looking at Attachment Six, the former director's trustees document, which shows up on page 15 of my PDF. And it looks like eight former officers, which is page 16 on my PDF. Yeah. So I'm just trying to clarify where this is and where the markings, what they indicate. Is it that the tight submission in these attachments was up until you filed this, the BED submissions and that the handwritten notations are the updates? Yeah, so these are in, you know, quickly done in draft form to illustrate to the commission the type of changes that are going to be needed to be made on the BED. So these are these are the original documents with both and then with some handwritten notes as to how they need to be updated, including changing the dates of the directorships for the former directors and trustees for Mr. Kelly, Mrs. Carney and Mora Carney. And then on the second attachment eight to then list both update that again for former officers for Robert Keller, Kelly, and then add Christopher Carney in to that as a former officer as well. So this this is meant to show here. Here's what these changes are ultimately going to be looked like. And this is I guess I'll describe it. Commissioner, it's kind of a mock up of what we expect to file. We haven't really had a chance to do that and get these filed with the IEB yet, but I wanted to let the commission know here's the way these changes are going to look ultimately when we make them, you know, probably in a little better form than the handwritten notes, but I wanted to be transparent as to what this will change for purposes of the two attachments in the BED. OK, yeah, I was just looking for the a lot of times you'll see the sort of date that the change is made. So I didn't see that on here. So I just wanted to make sure that this wasn't done earlier, that this was done. No, this was literally basically effective today. Yeah, and I would say, commissioner, not yet. Obviously, I need this finalized and signed and sent into the commission. And again, it was completed yesterday as a as an illustration of what we plan to do due to this mistake. OK, thank you. Yeah, any other questions? OK, then I'll turn back to MGA. Attorney Nozzle, I think you wish to respond to the supplemental report that IEB submitted with respect to preliminary suitability. Thank you, chair. Thank you, members of the commission. I do want to do that now. And just to kind of give you a quick overview of what I'm going to cover, I'm going to basically walk through MGA's application process and address some of the issues regarding disclosure that have been raised in connection with the in connection with the supplemental report. And I think understanding the process from MGA side will address some of these areas will address these areas of concerns. And again, those were found at page 29 at 32 of the IEB supplemental report. And and I'm also going to address the business practices of MGA in the context of some of the things that we've done during the application process, including the removal of Chris Kearney and the safeguards that all exist, going forward to ensure that these changes are met. I do not plan to address the suitability of Christopher Kearney except to the extent it impacts MGA's suitability. Again, it's our position that Christopher Kearney should be removed from our application. And we request that the commission do that and then consider the suitability of MGA. So if I had to summarize the, I guess, the areas of concerns in the IEB report in connection with the suitability of MGA and its remaining qualifiers, it's really whether MGA's application materials were accurate and forthright and other business practices of MGA sound. Again, there are no findings in the supplemental report. These are just questions that have been raised. And we expect, I think, at the end of the day, that we'll be able to address all of these things through the full investigation into MGA's suitability. But we did want to provide the commission with additional information in connection with the preliminary finding of suitability as we've been discussing as well. So I'm going to talk a little bit about the timeline and the documents that were filed. As the commission is aware, MGA submitted a copy of the scoping survey or submitted a scoping survey for the commission, providing information on the business structure and ownership of MGA. The scoping survey, as we discussed previously, did identify Christopher Carney as the beneficiary that Christopher Carney trusts because of the ownership of the stock. And again, we've given you a copy of that scoping survey so you can see it, you can see the questions that were asked and you can see how we answered them. And that's at page 17, starting at page 17 of the PDF. Christopher Carney's interest was included in the table of organization. Again, in connection with his beneficiary interest, according to the trust at page 19, in connection with control, which is found at page 20, the Christopher Carney trust was listed as having control of 40% of the MGA stock. The directors and officers at the time were also listed. And then for prong three, really, as to who can control the applicant's sports wagering operations and masks, this was largely left as to be determined based on a potential third party operator. So at the time of the application, Christopher Carney was not an officer director or shareholder of MGA. And he was not disclosed as part of the functional table of organization. We also did not list Mr. Carney in response to the control question. He didn't own 10% of the applicant. And at the time of the scoping survey, Mr. Carney was not an officer director or shareholder and he wasn't an executive employee or agent having the power to exercise significant influence over the decisions concerning the applicant's sports wagering operations and masks. MGA did disclose his interest and we believe that the scoping survey was accurate at the time that it was filed. And again, the same was done in connection with an update to that scoping survey that was filed on December 29th. And purpose of that update was to identify, again, a change that we thought needed to be provided to the commission in that we had created a new operating entity, the Rainham Park Sports Book. The rest of the information, though, stayed the same as we went through and refiled that attachment. Obviously on the licensing division, ultimately it issues a designation letter in January designating MGA, the George Carney Trust, the Christopher Carney sub-chapter S Trust as entity qualifiers and designating George Carney, Christopher Carney and Joseph Cappucci as individual qualifiers. And that's what you had in front of you up to now. On January 17th and 18th, MGA and its qualifiers submitted its applications for a category two sports wagering application along with the requisite MGA PhDs, mass-up forms and BEDs. It's important, and I think this has come out in some of our discussions, that MGA made two additional filings to the licensing division. In response to the licensing division it's February 7th request for a list of proposed sports wagering vendors. MGA provided a spreadsheet listing its proposed vendors that does include C. Carney environmental. This is at exhibit four on page 26. And on page 29, the actual spreadsheet includes Christopher Carney's company as a construction vendor, as we've been stating in connection with his responsibilities in connection with the new building. And then again, in response to the licensing division's March 7th 2023 request for occupational license information, MGA provided an updated proposed organizational chart that's been discussed. That was on March 16th of 2023. This chart listed Christopher Carney as the proposed COO of MGA for sports wagering occupational life sentences. This position was designated. And if you look at page 34 of the PDF as new, the new organizational chart then follows it at page 36 of the PDF. It wasn't until after as we've stated previously that Chris Carney was designated a qualifier that because he was a qualifier anyway, and that is noted again in that transitional and that transition, excuse me, transmittal email that he is a qualifier that we then decided that he can also hold a position managerial position with the proposed sports ball. So in connection with MGA's application materials, it's also important to understand the business practices by which MGA's application and related applications were filed. MGA as we have stated a few times now is a family owned business. It's been operating here for well over a half century, well over a half century. And despite this MGA hasn't been required to go through a licensing process as a business qualifier. So it didn't have these forms on file. It hadn't completed them in the past. It was something that really had to start from scratch. Obviously George Carney and other former executives including Bob Kelly had gone through the process in the past. So this process begins in late September through MGA's filing in January. We used outside resources to assist the preparation of the applications including an outside accounting firm, outside regulatory council and outside corporate council. With the input of the qualifiers, lawyers and accountants that put together the drafts of the documents, additional research was done to compile litigation matters, needed business and tax records, corporate records and financial information. Any previous submissions to the commission were also reviewed specifically in relation to Mr. George Carney. Several drafts of the documents were produced and reviewed by the outside team. Traffs were prepared for each of the qualifiers and sat down and reviewed with each one individually. Questions that any of the qualifiers had were answered and ultimately signed by each one of the applicants. A representative MGA reviewed each of the applications in making the suitability certification. And as you know and as pointed out in these reports, MGA certified that its qualifiers are suitable to the best of its reasonable knowledge. The supplemental report and to a certain extent the initial report by the IEB questions the certificate of suitability. I don't see that the supplemental report or the initial report suggests that MGA, George Carney, Joe Krucci have not answered questions accurately in the BED, MJ, PHT or mass up, especially when it comes to anything pertaining to Patriot recycling or earth source. Rather it's really concentrating on whether or not the certificate of suitability was correct. As to the certification that was made on behalf of the MGA, I remind you it was to the best of the reasonable knowledge and belief that the applicant and all the individuals and entities designated as qualifiers for application are suitable to hold a license pursuant to the licensing requirements found in the statute and the rights. And of course I'm paraphrasing, I think the forms certainly are well known by the commission. So in connection with the business practices of other companies, namely Patriot recycling and earth source, MGA as we have stated does not owner control those businesses that were subject to the BED enforcement actions. MGA did not know the compliance history of those companies, one of which was owned by Bob Kelly, who was not a qualifier and the other by Chris Carney. That then Bob Kelly was not otherwise involved in the application. And again, the fact that he was a former officer and director of MGA, as laid as based on the updates we've provided two years earlier regarding his separate business, these enforcement actions essentially had nothing to do with MGA. At the time of the application, MGA in its reasonable knowledge and belief was not aware of any issue that would make any of the qualifiers unsuitable. And we think as the IEB continues it's to investigate this matter, MGA is confident that its certification was made in good faith. And based on its reasonable knowledge at the time its understanding of the questions that were asked and the information that was required to be disclosed. In discussing the business practices of MGA further and moving along in the application process I do wanna spend a few minutes talking about the removal of Chris Carney from the steps that were taken from the MGA perspective. I wanna cover the decisions to remove him as a qualifier in the business practices that support that. So as we stated, Chris Carney was first identified as a qualifier due to his beneficial interest in the Chris Carney trust. At the time of the scoping survey which I've covered he was not an officer director or shareholder MGA. He was a contractor which was disclosed. After Christopher Carney was designated a qualifier MGA proposed to make him the COO and include him in a file in the licensing division as a new position for scoping the occupational licenses. This again is reflected in the documents that were provided at page 34 of the PDF. The application process for MGA is then caused for the IEV to look into a particular additional matter. Then on April 20th Christopher Carney makes additional disclosures to the IEV including the 2023 ACO pertaining to the gallery mall and the civil lawsuit involving Prey Farm and we're hoping these things were both disclosed to the IEV by Mr. Carney through council. In addition, Mr. Carney then offered an opportunity to meet with the IEV on May 7th. After that interview and with the knowledge that errors were made with Christopher Carney's application and the IEV was focused intently on his recycling business practices, MGA made the decision to seek his removal as a qualifier which we understood that the IEV had discretion to do. The request to remove was not novel. The IEV over years has removed many qualifiers. It has been an accepted practice to resolve the potential suitability issue with a qualifier and connection with an application or even a licensee and one that allows the commission to meet two goals, protect the integrity of gaming and allow the business to continue on in the application process. And as we stated and as documented in attachments to the IEV's report, MGA represented that at that time that Mr. Carney would no longer take on that role of COO, the new position that was created for him and disclosed in March. MGA did not propose at that time however to remove his beneficiary interest in the trust because we didn't believe that that alone required qualification and we spent time, considerable time explaining the interaction, the trusts and whether or not they met the statutory requirements for qualifications. We didn't wanna make any further changes certainly at that time because it really affected the overall careful estate planning that had been done for the Carney's for purposes of holding the MGA stock. In late June, Mr. Carney was informed of some additional matters and made additional timely disclosures that ultimately allowed the IEV to finish its report. Upon receiving the report and reviewing the issues that the report concerned on regarding Mr. Carney, MGA felt that these circumstances may raise challenges for the preliminary suitability of MGA. And that was basically the decision why we made the additional changes in order to eliminate any potential issues from a control perspective and other perspectives pertaining to his relationship to MGA. As a commission, as we've said many times the preliminary suitability finding and a temporary license remains essential for MGA to execute its business plan, complete its construction of its new retail facility. And at that time was really important to keeping the arrangement with our operating partner intact. We had kept our operating partner obviously informed of these developments all along including obviously providing copies of the IEV report. The decision to then remove Christopher Carney and Divesta's trust was also supported by our operating partner. For MGA, MGA has provided extensive documentation to the IEV regarding the transactions that resulted in the divestiture which is very thoroughly summarized in the RSM third report. I just wanna go through those quickly. MGA acted quickly to take the steps necessary to remove Christopher Carney's interest after the issue into the IEV report. We didn't wait for the commissioner to require this divestiture. MGA sought outside trust in a state council to insert a transaction met MGA regulatory goals. Evaluation of the stock was performed. The transaction is documented in the corporate documents of MGA, the trust and votes of each, excuse me, of the trust in MGA. We also have provided all the additional information regarding an additional restriction in the demand hold note held by George Carney that's payable to the Christopher Carney trust in that we said that no revenue generated by the licensed sports betting can be used to repay that loan. RSM has raised no questions about that documentation. They have raised a question as to how MGA will keep the sports way during revenue separate. We're happy to work with the commission in connection with MGA's internal controls to ensure that that will be the case going forward. MGA then went a step further. Although it felt comfortable that the existence of certain loans between Christopher Carney did not represent a relevant financial interest and the requisite influence or control required under the sports wagering act for purposes of being a close associate, we took the safest course of action and eliminated these loans between Christopher Carney and MGA on an abundance of caution. The allonge and assignment of those loans is also documented in the RSM for update. The steps that MGA took to remove Christopher Carney are illustrative of its understanding of the regulatory environment and the business practices that are required to operate successfully as a licensed sports entity. Continuing on with MGA's business practices, MGA under the ownership and control of George Carney has a long history of operating a wagering enterprise in Massachusetts, again, for well over a century, including under the jurisdiction of the commission. This has been done with integrity and honesty and cooperation with regulators. As it pertains to MGA, neither the IED report nor supplemental report raises any issues pertaining to MGA's simulcast wagering business or how the company has complied with various regulatory requirements over its years of operating and handling wagers. Dr. Lightbaum has reflected on working with MGA and its qualifiers and executives, including George Carney, Sue Rogers and Joe Kukuchi, who are all here today for almost, I believe, 30 years. We expect that MGA's prior history of business practices in racing and simulcast will be a big part of the durable suitability review. Putting aside the business practices of MGA and its history of compliance in the racing and simulcast business, the supplemental report raises issues regarding the business practices of two of MGA's approximately 30 tenants, Patriot Recycling and EarthSorth, neither of which are part of MGA's business. MGA does not control the actions of its tenants and MGA has not been accused of any wrongdoing as a result of its tenants actions. No environmental enforcement action has been taken against MGA in regards to its property, against MGA or its property. Patriot Recycling and EarthSource are entirely independently owned and MGA does not have any responsibility for the operations on or off MGA's property. This is not changed by the fact that Bob Kelly was an officer and director of MGA at the time of some of the DEP enforcement actions. I do just want to pause quickly, there's been a lot of talk about Bob Kelly and I just want to, we should put his, I think him in context, he's somebody who's actually fairly well known to the commission. He's certainly somebody who's been, is very well educated as a Princeton and Harvard graduate. He's the former president of an engineering firm and importantly, and I think this is important for certainly understanding his past relationship to MGA. He has been a gaming qualifier. He's been found suitable by the commission previously and in 19 other jurisdiction in connection with his board position that he previously held with gaming partners international. So he's not somebody who just is associated with EarthSource. He has a very rich business and history in the gaming sector as well. So I also now want to move to the FEIR that was issued and that's found at page 38 of your report. So despite not being responsible for creating the issue certainly in connection with the biosolid which the IEV report and supplemental reports spend considerable time, MGA has stepped in to mitigate the problem as part of the overall development of its land. As previously disclosed, MGA received its FEIR for the development of the random park land on August 17th. It's dated August 16th and a copy of that again is that you're in your packet at page 38. As part of obtaining the FEIR, MGA is committed to the removal of any remaining biosolid on its property. That's found at page 49 of the PDA. A process that's already begun and our conditions that were accepted by DEP. That can be found in connection with at page 54 and 55 in the DEP concurrence with the FEIR. The FEIR is by far the most comprehensive review of the property at random park and a document that historically and critically has been relied on on the commission by the commission as a prerequisite to the developing development of gaming establishments. The FEIR we would suggest is the best evidence of MGA's business practices pertaining to its property based on a very comprehensive review that has occurred over time. I just wanna turn back to what steps, not the steps that have been taken relative to Christopher Carney, but in connection with MGA's, from MGA's perspective, what is he still a qualifier for application? And the answer to that question is no, we've taken steps to ensure that he's been removed from any proposed management role. Obviously, the trust has divested its stock and having the recent loans for the construction of the sports book Elange and Assigned. As a matter of law, as Mr. Muratio has gone over extensively, Christopher Carney has no control and will not have additional any control going forward, which I think is an important piece to this. And I'll talk about some of the safeguards in just a moment regarding the removal and how it will be actually effectuated. But we believe that this covers all of the definitional aspects of what anybody would be made, how anybody would be made a qualifier in addition, including him not being a close associate, including him not being an affiliate and as previously discussed by Attorney Muratio, any consideration of the changes that have been made does not have significant substantial responsibility for MGA's business under the jurisdiction of the commission. There is a part of the report also that raises some questions regarding Mr. Carney, George Carney's MJ PhD, and I wish to turn to those again. So the commission understands how we are answering questions that are put before it. So the IEB supplemental report questions the accuracy of George Carney's MJ PhD, specifically whether or not he should have disclosed Christopher Carney as part of his answer to question 27. We interpreted this question to require disclosure of any family member that has a current legal relationship or is an employee of the gaming business. And we did provide you a copy of that particular question at it's at the last page of the PDF if you want to refer to it. So George Carney did not list Christopher Carney in his answer. As we have stated many times, Christopher Carney was not an officer, director, shareholder or employee of MGA at the time of the application. He was listed as an officer as we disclosed as determined by the information that was provided by the IEB on Friday for six months from September 2020 to April 21. As previously, as we previously discussed, he was considered for perspective officer position for of MGA that was never consummated. And that was after Mr. Carney's application was filed. We did not interpret Christopher Carney's work as a vendor for MGA on the construction of a building that did not involve any licensed gaming activity or his beneficial interest in the trust responsive to the question either. Mr. Carney answered the question with the advice of his advisors in no way did he make a false statement of material fact, certainly nothing that was willful, knowing or reckless or intentional. MGA is confident that the IEB's full investigation will confirm this fact. We do have another matter though to discuss in connection with Mr. Carney's answer to question 27. And we've informed the IEB of this and we wanna make sure that we're being 100% obviously transparent to the commission as we learn information that needs to be updated. We understand that this question does need to be updated for separate and distinct reasons. In completing the question, we did not include employees of taunt and dog track in connection with that answer, which taunt and dog track by way of background is licensed also by the legislature, Dr. Simon Cassin and therefore would likely meet the definition of a company involved in gaming under this question. Robert Kelly and Maura Kelly are on the payroll of taunt and dog track and should be listed in response to question 27 on the MJ PhD. The records of taunt and dog track were more carefully reviewed over the weekend and we wanted to make sure that this error was known to the IEB and to the commission, certainly before going into any discussions about the overall suitability of Mr. Carney or MGA. And we will update the question accordingly. Again, this was an error or self-reporting it and we're gonna correct it. Nothing was intentionally withheld, but rather through further due diligence, we learned of additional information that needs to be included in the MJ PhD. This is separate and distinct of our position that nothing needed to be disclosed regarding Christopher Carney in connection with that question, which again, we feel is going to be found ultimately by the IEB is going to be the case. An important aspect of what the commission is considering and I believe it was really commissioner Skinner who sort of pointed this out was, okay, we're arguing a lot about sort of things that have happened in the past with MGA, but what about the future? What are sort of those guide rails for our future compliance, especially when it comes to Christopher Carney. And I wanna walk through those because I think again, it's an important consideration for the commission and it goes directly to the heart of MGA's current business practices. First, as I've discussed and I won't go over again, the divestiture and a launch and assignment of the loans is complete. Christopher Carney's management position has been eliminated and the limits placed on Christopher Carney's involvement with MGA will be overseen in the first instance by MGA and it will be our responsibility and that it'd be enforced by the commission. And of course, as we've indicated and we certainly expect that these conditions, that these things can be conditions to ultimately its license or restrictions on its preliminary finding of suitability to reflect these changes. Specifically that Christopher Carney will not be a director, officer, employee or hold any position with MGA or affiliates until Christopher Carney meets applicable commission licensing requirements. MGA will not enter into any arrangements that would make Christopher Carney a close associate or affiliate without commission approval. And MGA will not have any arrangement with Christopher Carney that will give him a significant substantial responsibility for MGA's business under the jurisdiction of the commission of sports wagering and of sports wagering operations in Massachusetts. Memorializing these as license conditions or restrictions on MGA's preliminary suitability determination will provide the commission with the corresponding authority to take action quickly and immediately if in fact these conditions aren't met. In addition to the commission's enforcement authority MGA has put in place enhanced corporate governance to ensure that it can meet the commission's internal control requirements including as I mentioned, a new governance committee and an audit committee. The governance committee is comprised of three members including an independent member and is responsible for ensuring MGA its subsidiaries and service providers are in compliance with all laws and rules and regulations of the commission. The audit committee will be comprised of all independent members and in addition to overseeing financial audit and reporting will also audit compliance. Finally, the likelihood of any unlicensed individual or entity having influence or control of a sports wagering at the Rainham Park Sports Book is further diminished through the fact that we plan, we hope to utilize Caesars for this but to have a third party operator of the sports book. This will provide additional compliance, safeguards in addition to the operators in addition to our own, the licensee's own compliance and audit functions. So hopefully we can revive our operator agreement but in any event that still remains our plan and we anticipate that any operator would end up being a qualifier such as Caesars was designated. So the bottom line is there'd be significant safeguards in place to ensure that only those who are licensed by the commission will be involved in the operation and oversight of the sports book. If failure to do so will absolutely jeopardize the, this company's license going forward. So in conclusion, we of course first request that the commission grant the request to remove the Christopher L. Carney trust and Christopher Carney as part of its application. We think then in review of the overall suitability subsequently of MGA and its remaining qualifiers we do have demonstrated the integrity, honesty and good character to be issued a sports wagering license. As demonstrated today, our suitability certificates were made in good faith and all other questions and forms were answered honestly and where we've made mistakes, we've come back and said we've made mistakes. MGA has no pending litigation and the open source research contained done by the IEV in connection with its initial preliminary suitability report contained no derogatory information about MGA, George Carney or George Kucchi. The RSM report identifies some risk in random parks finances especially around the final financing of the new sports board, which would be great to have but we can also move forward without that building as we've suggested earlier in connection with the temporary space located in the existing facility. However, recent developments regarding its real estate likely places MGA in a stronger position than when it first applied including the issues last week of the FEIR or the development of the random park land. MGA has extensive experience in wagering in Massachusetts something that the legislature recognized in setting aside a sports wagering lesson license for MGA. This wagering experience as recognized by the legislature provides the business ability to establish and maintain a successful sports wagering operation. Although it's currently sub agreement with Caesars is terminated, there's a high likelihood that a new agreement can be entered into if we can get through these first two issues including the removal of Chris Carney and a preliminary determination of suitability. After the removal, we believe we do meet the requirements for preliminary licensure as applied to all the other sports wagering licensees. MGA requests that it be found preliminary suitable under the same standards applied to the other sports wagering licensees. Again, as we discussed earlier the limited purposes of 205 CMR 215 and conditioned on a finding that MGA adhere to the representations pertaining to the removal of Christopher Carney and that MGA revive or replace its operating agreement. I appreciate the opportunity to provide some additional context and respond to some of the issues that are raised in connection with the IEB supplemental report and we're happy to answer any questions including those around the additional disclosure pertaining to George Carney. Thank you. Questions for Attorney Nozl and thank you, Attorney Nozl. Okay, I see Commissioner O'Brien. Attorney Nozl, so can you identify who the new COO is in that list of officers? We've just eliminated that position, Commissioner O'Brien. So there's no COO and we did provide an updated, I believe, work chart to the IEB and I think I thought that was attached to an exhibit in the original IEB report. I'll see if I can find it, but... Okay, yeah, if you have a page number or something exhibit number if you could let me know that would be great. Loretta, I'm not, excuse me, Director Lillio, so I'm not sure if you recall, I think it was attached to one of our letters. Sorry, it's, I do have it, Commissioner. It's in the original IEB report, exhibit number 15. And it's exhibit B that was attached to that, which includes the, this was our, in removing the COO position, our proposed structure for MGA going forward. Thank you. Thank you. Commissioner's, other questions? Commissioner Skinner. Thank you, Chair. Attorney Nozl, my question pertains to the Totten Dog track. Could you just describe the relationship between MGA and that entity? Sure, I may defer to others that have kind of the best knowledge of that. Let me just confer to see who's the best to answer that question if I can just have a moment. Due to his long relationship with MGA, Mr. Muratio's gonna answer that question. Good morning, Commissioner Skinner. The Totten Dog track operates the simulcast business for roughly six months of the year. And MGA operates the simulcast business for the other six months of the year. They don't operate together. That's been the practice since, as far back as I can recall, it comes about during the days when live racing wasn't 12 months of the year, that there were very specific race dates that each racing licensee obtained. And so Totten Dog track applied for from the old racing commission, its own set of race dates. MGA applied for an entirely different set of race dates and the old racing commission granted those dates. At some point the legislature changed the law to allow essentially year-round racing. And, but those two companies then operated independently during their own set period of time, roughly six months each. And so are the two entities also independently controlled? Oh yes. The only commonality is that they're under the control of George Carney as a chief executive officer and president. But they themselves do not exercise control over each other. They're independent companies. George Carney is CEO of both. Essentially CEO, president. And I'm sorry, go ahead, Attorney Nozzle. No, no, I was just gonna say we did disclose all of this actually in the scoping survey as well. And that's, I think I previously referred, it's on the third page of the scoping survey. Okay, thank you for pointing that out. And you'll have to forgive me, I am on vacation and we got these documents very late last night. So I haven't had an opportunity to read every single one of the documents. So I will defer my remaining questions on that subject until I've had an opportunity to review that scoping survey, just in the interest of time. Mr. Sager, would it be helpful for us to point to the exact page because it might be straightforward? What page was, no, okay. I have the document open, I can find it. Okay, that's just fine. Thank you though. I just, in the interest of time, I'll move on if the information is clearly laid out in that document. Relative to the Board of Directors for MGA, I think right now, according to the documentation, George Carney is listed as President, Secretary and Treasurer. Do you, is there any plan to change that or will that be the case going forward? I can't really speak to, I guess, future plans. I can say that that's how the company sits today. That's how we expect it to be evaluated by the commission. And I don't have any additional information on any planned changes for that. I think, obviously, if that were the case, that could have implications for, not only updated Secretary of State filings, and we understand that could have, obviously, regulatory implications as well. And if we did make any changes, we'd go through the standard process that I think, Commissioner Skinner, you probably understand just as well as anybody from the licensing division, we'd notice the division, we'd go through a process of identifying whether or not that person needed to be a qualifier. They did fill out the paperwork within the designated amount of time and then go through that process if we did make any changes. Understood. Are you able to provide any additional information as to who will comprise both the governance committee and the audit committee and what that reporting structure will be to the Board of Directors? Real-time CPA. Yeah, so I'm gonna let Dan O'Brien has been leading how we are going to populate that. We can talk a little bit about the process that we've engaged in in order to identify those individuals. I probably won't think we can name individuals by name at this point, but Dan, why don't you talk a little bit about the process? Yes, we hired a consultant to come up with a list of qualified candidates for the audit committee and compliance committee. And we interviewed a series of people, most of them were CPAs with practice in publicly held companies, some of them have gaming experience. So we have a list of candidates who are all CPAs that we've identified for the audit committee who are able and willing to take that position once we can go forward on it. That's for both committees. So the compliance committee will have one independent member that Dan, I believe we've also asked for applications for from the ESL. Yeah, so it'll probably be a CPA will be the independent member of the compliance committee. And that's just one member, did you say? Yes. And three individuals governing the, on the governance committee. On the compliance committee, yeah. So it'll be two others named by MGA right now. Our plan is to name folks internally for that committee. The other part of my question, I don't think got answered. What's the reporting structure of each of these committees to the board of directors? It's, I think that's covered. I don't want to misspeak. It's covered and in compliance with the internal control regulations, which are very particular. And I believe they have to report both to the board and I believe that's the case. I believe they would report quarterly or as needed as any issues came up. Could you repeat that? I'm sorry. I believe that they would report quarterly after each meeting and then as needed if any issues came up in the interim period of time. Well, the nature of my question is more towards checks and balances, if you will. I mean, you have one individual who is serving in essentially makes up the entirety of the board and you have governance committee and audit and compliance committee where, you know, they're all reporting to one individual who is essentially what's being represented today. Yeah, I'm just wondering what's going on. One minute please. I think the attorney knows what was going to respond to your last statement. Yeah, I just wanted to be clear. The board of directors of MGA is both Joe Cappucci and George Carney. So there are two individual board members at this time. Yep, okay. My apologies, I did catch that. Joe Cappucci is the CFO, right? Yep. What's the relationship between, what's the relationship if there's any familial relationship between Joe Cappucci and George Carney? None, there's none. There's no familial relationship, just a long work history. Okay, thank you. But I think you understand, attorney knows what I'm getting at. You were nodding as I was trying to frame my question. You have George Carney who is the figure on behalf of MGA. I'm really, and I don't think I got an answer. I'm really trying to understand the relationship between George Carney as president, owner, CEO of MGA and each of the members who I understand have yet to be identified formally of these committees. Can you speak to what that, how we talk about assurances, so the question pertains to assurances that Mr. Chris Carney will no longer be involved in the day-to-day operations of MGA and where you have ultimately Mr. Chris Carney's father, George Carney, responsible for ensuring that that happens. I still need some assistance in understanding what exactly are the assurances. I mean, I understand the proposal to create these committees, but talk to me about how they will work to ensure that they are keeping the commission's concerns relative to Mr. Chris Carney's involvement at the forefront and that they are empowered to address any compliance issues. Sure. So the, yeah, we really don't have a lot of discretion there, Commissioner Skinner. The commission's regulations, specifically its internal control regulations are very prescriptive as to how these committees need to operate and function and they're set up very deliberately. So I can say, if we want to have, if you have a putting aside sort of the composition of the current board of directors of MGA, I can say that the compliance committee and the audit committee will be set up in a manner that's equivalent to what you've required for every other, not only sports wagering company, but also the gaming establishments as well. So they'll have to meet those requirements. And if you look at those regulations, they're actually pretty prescriptive in what those committees have to do and the membership of those committees. So we have to meet those minimum standards now. And that's why we designed these two committees, not to be put in place in order to deal with this particular issue, but this is about the overall operations of MGA. And what we're doing, and it'll be, you know, is really taking what has been run as a family business for a number of years and adding in the new regulatory obligations that we have. So we would need to meet the internal control regulations which require us to have a compliance committee that includes an independent member as well as then an audit committee. And what that is designed to do is ensure that those two committees have outside voices, the compliance committee at least one and with the audit committee at least three regarding the overall operations of the sports wagering book at Rainham Park. So, you know, from my perspective, the company is putting in place the processes that will provide the commission with the documentation ultimately through the compliance committee of if and when or how it's meeting these obligations. And then obviously the audit committee comes in and make sure that that actually has happened as intended. So again, I'm reverting back to the structure that the commission has accepted for purposes of overseeing not only sports wagering operations, but also the gaming establishments as well. We're gonna populate those committees certainly as required under the regulations. And this is on top of the fact that as now a regulated sports wagering entity will also be subject to several other rules under the commission, right? Your ability to show up demand records, your ability to come in and audit anytime, our requirements to do reporting on these things, our requirements to produce now not only audited financials, but annual audits as well. So I think the structure is gonna be in place that will essentially give the commission visibility into just about everything that MGA is doing when it comes to compliance with its license conditions, the law and the regulations under the commission's jurisdiction. Thank you. I don't have any other questions at this point. Madam Chair. Thank you, Madam Chair. So I think we need, we talked about this on Friday pretty much at length, but I still need some more clarification when it comes to the financial stability of what we're dealing with here. And I'm a little concerned because if I'm looking at this the way through the lens that I think I need to, I have to look at the facts that are before me today. What is not before me today is now an operator because Caesars has pulled out. So a red flag needs to go up because now I'm trying to understand financially how we're gonna make this work. Can you comment on one? I know you touched upon this about Caesars on Friday, but I also need to understand how we're gonna make this work even when you do have an operator put into place. And I think that may be an executive session question because I think that it may deal with competitively sensitive information, but these are two issues that I've been really thinking about that I really don't understand today because of what's in front of me today. Sure, and let me, I think you're right, Commissioner Hill, that in order to respond here, we may need to go back to executive session and we may need RSM involved in this discussion as well, but I just wanna stress conceptually what we are asking for. We're not asking you to unconditionally find the advocate in particular in connection with its ability to operate a sports wagering business as contemplated in connection with the regulations just outright. We're asking you to conditionally find that MGA has the first part of that based on its experience in as a simulcast operator and then only if we can come back with an operator that we would be found financially suitable for purposes of the overall application. So we do recognize that the operating agreement provides a gap, right? And we're saying we can and expect to put that back together and we don't want the commission to do anything more, but give us this conditional approval, which it can do based on that actually occur. So if it never occurred, Commissioner Hill, if the operating, we couldn't come back to you with an operating agreement, we'd be done. We would never be able to meet that suitability requirement. So we expect that that is a necessity, I think as you do, and we expect that we would only be able to move forward in fact, if we got that piece put back in place. Commissioner Hill, follow up? Not necessarily a follow up, but maybe a new line of a new subject matters. I'm trying to also understand that if we were to remove Christopher Carney, some of the financial pieces of the puzzle that were put into place have now been removed if I understand it correctly. And I wanna be clear on how we move forward with loans and things of that sort to ensure that this is financially stable moving forward. Again, I wanna offer the opportunity for an executive session. I believe that I think this may have come up in the public discussion on Friday, but I'm not positive. So I turn to you, Attorney Nozzle. Yeah, Commissioner Hill, if I understand your question, we don't see the removal of Chris Carney affecting the balance sheet of MGA and what's been presented. It certainly affects Chris Carney's potential, or excuse me, it affects the trusts balance sheet, it affects George Carney's balance sheet, but there is a distinction between what we've presented essentially as the business plan for MGA going forward. Again, with an operator agreement. And I'm happy if we need to get into the details about this to discuss those further, but we'd have to probably get into some personal financial information, which I think we need executive session for. I believe RSM also has waited on that issue, Commissioner Hill, so it'd be right for the executive session. And then always, if we determine that the loans in the public sphere, we will turn back to the public forum. Well, then at this moment, Madam Chair, that's all I have for now. Thank you. Okay, and so we'll just right now put in the parking lot the issues around the finances that you just raised and the need for executive session. See if we should do that before further discussion, but I want to turn to Commissioner Maynard. Thank you, Madam Chair. Attorney Nozzle, I appreciate you discussing the future relationship with Mr. Christopher Carney, I think that's the main and most important piece of this. You stated that Mr. Christopher Carney would not engage with, and you can correct me if I've got my notes wrong. Any gaming related business with MGA? My ears perked up when I heard that. Understanding the commission's authority, including reaching into vendor relationships, even having the authority to grant waivers, how broadly are you defining gaming related business? Commissioner Maynard, it would be anything that's under the jurisdiction of the commission that we would need to come to the commission for approval in order to engage it. So there's not an issue regarding whether or not Christopher Carney can or can't be a vendor. At this juncture, we'd have to cross that, I guess, bridge when we get there. We are identifying the fact that he has been a vendor certainly for MGA. So again, I think that that question is really related on what, if any, relationship or that the MGA intends to have with Christopher Carney going forward. And I've indicated the ones that we absolutely are not going to indicate in. And if there's anything else out there that requires commission approval, we're gonna be coming to the commission essentially to review that. So what we're telling you right now as to what we're proposing certainly is no management, a role, obviously, no financial interest. And whether any of that ever changes in the future, we would come back to the commission for purposes of any appropriate application or approval that would be necessary. Thank you, Councilor. And you really hit the hard of my question. Because we're going to involve the gaming commission in any column that could even potentially come up. Yeah, commissioner, I think it's a point. Certainly we're in the application process for licensure and we're working to meet those expectations. We fully understand that the relationship between MGA and the gaming commission has changed dramatically because of this application. And upon licensure will change dramatically again and will require many more touch points, involvement, intimate involvement by the commission and MGA's business going forward. Thank you. That's all I'm gonna say. Commissioner Skinner. Thank you, Madam Chair. Would it be appropriate at this juncture to hear from IEB relative to Mr. George Carney's disclosure with respect to Robert Kelly and Mara Kelly and specifically whether or not it poses any concerns around preliminary suitability? Hi, Commissioner Skinner. And just a point of clarification, I think it's Robert Kelly and is it Mara Carney, Attorney Nozzle, is that the? That's correct, Mara Carney. Mara Carney, okay, which I believe is Mr. George Carney's daughter if I have that right. So thanks for the opportunity, Commissioner Skinner. You know, we're in this preliminary review stage where the IEB's role is really to be of assistance to the commission in gathering facts and summarizing the application. And in this case, we did go beyond the application and gather those facts for you. But I'm very cognizant of our role in this preliminary stage, which is not to offer an opinion or a recommendation, but to help you with your fact gathering and help you with your evaluation of the facts. I do think though that disclosure is relevant to you. At the hearing on Friday, it was represented that Mr. George Carney is currently the general manager of the property. And so the omission of the two family members on question 27 in his personal disclosure form may be helpful to you in evaluating the overall fulsomeness of the disclosures as well as how you can evaluate these assurances that are being made about what to expect in the future. And I think they're relevant as well to your evaluation of overall business practices. I do, however, appreciate the disclosures that were made and I know the page will be updated accordingly. Mr. Attorney Nosl, do you wanna respond or? No, again, we're self-recording this and it wasn't done in any way intentionally. And as to Mora Kelly and Bob Kelly's, sorry, Mora Carney's involvement, I don't think in connection certainly with the simulcast piece or Bob Kelly were certainly identified by Dr. Blightbaum as being involved in that business. Again, they're on the payroll of Fontaine Dock Track. They aren't officers or directors. We're making this disclosure, didn't want this as soon as we discovered it, obviously the timing certainly is an ideal in connection with the process that's going on now, but we wanna make sure that the commission knows what we know and that we do feel that we need to update that particular form for George Carney. But again, it was based on additional due diligence that was completed really over the weekend. We've disclosed it as soon as we identified the error and we appreciate that commission would take that into consideration in connection with the preliminary finding of suitability. Attorney Nozzo, I did have the opportunity to review the scope and survey and one answer I cannot find here in the documentation after quickly skimming is, is George Carney the owner of the Totten Dog Track? Yes, and I believe that would probably be in the BED Commissioner Skinner. I don't have a reference to it at this point. Other questions, commissioners? I'm gonna turn now to you, Attorney Grossman. We are looking now to turn to decision-making process. Commissioner Hill has asked about a finance question. I believe it may be in the context of the preliminary suitability, but perhaps we would wanna hear from that before we turn to the request for withdrawal. Does it make sense to go into executive session to clarify that rather than turning to what I understood from your early guidance last Friday was to turn to the decision of the withdrawals first. Yeah, thank you. I think you're absolutely right. I think those questions do go to preliminary suitability as financial stability is a component of that. That said, we have taken the position throughout these proceedings that all of the facts, and I think that's true here, are relevant to both considerations. So I think unless there's any objection, it makes sense to try to establish all of the facts first before moving into decision-making. So if the commission is so inclined, I would suggest we address the questions that Commissioner Hill has inquired about in executive session if the commission again is so inclined. The first goes to the present and future financial projections relative to the operator's financial status. And the second relates to the status and terms potentially of the loans between Chris Carney and MGA. I think in both cases, they implicate competitively sensitive information that all of this has been provided in the course of this application for an operator license and could certainly place the applicant at a competitive disadvantage if these things were spoken of publicly. Similarly, I think there is a case to be made that there are privacy concerns as they pertain to Mr. Carney himself if we were to get into the terms of the loans that are outstanding. So for both of those reasons, again, if the commission is so inclined, I think the commission can move into executive session to discuss both of those issues. And I think I would do it now rather than later. Thank you. Thanks for that, guys. Are we nodding our head in agreement? That seems best. Okay, then per the open meeting law, the commission anticipates that it may meet in executive session in conjunction with its review of the application in accordance with GL Chapter 30A, Section 21A7 and GL Chapter 23N, Section 6I to consider information submitted by the applicant in the course of its application for an operator license is a trade secret, competitively sensitive or proprietary in which it disclosed publicly would place the applicant at a competitive disadvantage. And for GL Chapter 4, Section 726, subsection C, the privacy exemption to consider information submitted in the application materials related to named individuals, the disclosure of which may constitute an unwarranted invasion of personal privacy. Mr. Chair, just do I have a motion? Madam Chair, I move that the commission go into executive session on the matter for the reasons just specified by the chair. Second. Thank you. Any questions? Okay, Commissioner O'Brien. Aye. Commissioner Hill. Aye. Commissioner Skinner. Aye. Commissioner Maynard. Aye. And I vote yes, so five, zero. We'll go into executive session, but we do anticipate coming back to the public session. I will have a screen saver go up. Thank you to our communications team and we'll be transported to our new session. Thank you. So no worries. So I have opened a breakout room and invited those who I have on my list. If there are those who need to be included who have not been added in there, please feel free to let me know. I'm gonna be going through and adding some additional ones as well. Mike, you're going in there as well, right? You're muted currently. Yes, me, David, Kevin Murphy, please. I'll set, just added you guys. Thank you. Okay, I think we can turn down, take off the screen, please. I'll set. Thanks, Dave. I think you're all here. This is a reconvening of Massachusetts Gaming Commission and we started the morning of 9 a.m. We are just returning from an executive session. Thank you, public. We'll do our roll call because we are holding this meeting virtually. Commissioner O'Brien. I am here. Commissioner Helm, good morning again. Good morning, I'm here. Commissioner Skinner, good morning again. Good morning. And Commissioner Maynard. Good morning. Okay, and I'll turn back to Councilor Grossman. We went into executive session with respect to kind of looking at the current and future financial stability questions that we might have lying on RSM and then also some lending arrangements. And now I'm wondering if we are in a position to turn to, I guess it's item four on our agenda in our decision making process, five, I'm sorry, our discussion on decision or should we do a check-in with the commissioners first? Make sure everything's all set. I think that makes sense just to make sure that the evidence is essentially complete. There's no more information that any of the commissioners would like to hear. No more points that either MGA or the IEB has to make, and then the commission can move into the decision making process. And again, I think that we just have to remember that if we use the word evidence and that sounds a lot more formal than because it really is not an adjudicatory hearing, but it is all the information that we are collecting with respect to the lens that we're looking, the more narrow lens that we're looking at the application process, right? That's fair. Yes, the evidence meaning just information before you that you'll consider in making a decision. And so if we had a question while we wanted more information, we can turn back to both IEB and MGA. Certainly. Okay, good. Just to remind the commissioners, do you have any other questions then for MGA or for IEB? Are you ready to turn to item number five? Commissioner Bryan. So Madam Chair, I'm sorry, I don't have the agenda from Friday up. Five is what? The motion to de-designate. Discussion and decision regarding requested withdrawal and preliminary suitability. Okay, sure. So my position on the motion to withdraw or de-designate, however, it wants to be captured, which to me, I'm separating out somewhat from the question of suitability. I just asked because I was checking to make sure every commissioner was ready to go to. Sorry, commissioners Hill, commissioner Skinner. I am ready to move into the discussion. I just, just a procedural question, Chair, relative to some of the other components of the application, for instance, section D related to diversity. Will we be following the procedure, the way we have been doing it in the past with other applications when it comes to preliminary suitability? Can I think we still need to hear a presentation from the applicants relative to section D? Well, we do have other parts of the application, but it's my understanding we were just looking at preliminary suitability. And that's a, I forget which section of the application it is, just that narrow discussion. And then we would have to, because in fact, I think we've talked about the fact the application has changed in nature, generally, we would have to go back depending on circumstances and absolutely diversity is one that's outstanding. They have, it was, if I recall, we took our temperature on it, commissioner Skinner, and then there was request and they have filed. But today is not, it's not marked up for us to go back to the application. Is that fair? I'm going to turn to Councillor Grossman. Absolutely. And let me try to be as clear as possible to that point. If the commission grant all of the requests that are before you as presented by the applicants, they would not be entitled to move forward towards a temporary license at this juncture. That's not the question being presented. This is a very narrow subset of that. And there's two questions. There's the withdrawal question, which I've recommended you take up first. And I think you were prepared to do that. And the second question is just one of preliminary suitability under section 215 of the commission's regulations, not 218. And 218, you'll recall, is the provision of the regulations under which you evaluate the application holistically to determine whether you will allow the applicant to move forward in the process and ultimately begin operations. So that's for a different day. Right now you're just looking at whether you're going to allow the two entities and an individual to withdraw as qualifiers and whether you find preliminary suitability. But even with that preliminary suitability finding, the applicant cannot commence operation to be clear. And we can talk a little bit more. We've mentioned them before and we've gone through them, but now that you're in the decision-making stage, we can certainly go through the governing provisions of the regulations and law as appropriate and as helpful now or as you begin the discussion. Right, so I was going to turn to, I know that Commissioner O'Brien was ready to go, but I do think we have to have that reminder of the regulatory framework and any statutory provisions as well. And this would be, at this point, we can biker-k and focus on the request for withdrawal, correct? If the commission is comfortable with that, I think that that is a good place to start. Does that make sense, commissioners? Remind us of which provisions, okay, thanks. Sure, and I might turn momentarily to Ms. Monaghan to jump into the particulars. I'll try to tee it up at a higher level for you to help calibrate the thinking. Now that you've heard all of the information pertinent to that and offered the applicant an opportunity to present its side. So you'll recall that the withdrawals are governed by section 213 of the regulations. And essentially they require good cause in order to allow an entity or an individual to withdraw at this juncture, since you have already commenced reviewing the application. And I think the easiest way to look at it is that there's two pieces to that. There's in determining good cause, you have to look at whether the individual and the entity are required to be qualifiers and Ms. Monaghan will go through that momentarily. And if they're not, the question is whether there's any of the discretionary language that you would look to and feel as though certain the entity or individual should be a qualifier, even if they're not required to be that. And in making those decisions, there are a couple of things that you'll want to look at. Essentially, whether either Mr. Carney or the trust are considered to be a close associate of the applicant. And that's discussed under section six of chapter 23K and we'll get into that in a little bit more granularity. And then the second ultimate question is whether there's a business association of any kind. And that's discussed in the regulations under 2502 paragraph two. And if neither of those are in place with whatever conditions might be appropriate, you may elect to allow Mr. Carney and the trust to withdraw and no longer be qualifax. When you're looking at the close associate piece, you're looking at a couple of different things. And again, we'll go through the specifics, but you're looking at the financial ties. Have they truly been severed? Is there any relevant financial interest and things like the outstanding loans, the promissory note, the financing of the project and all of those things are related to whether their financial ties still in place. You also have to look at things like whether Mr. Carney in particular would be a director or officer of the entity. Those go to whether he is a close associate and that's actually a statutory and regulatory provision as to whether he is or he's not a director or officer of the organization. Ultimately, you're looking still at whether there's a beneficial interest, whether either the entity or the individual have a beneficial interest in the applicant. And you wanna kinda go through the list to satisfy yourselves that you know the answers to all of those questions. And if you satisfy yourself that there is no relevant financial interest and he is not entitled to exercise power over the operations of the entity, then you may find that he is not a close associate and that may require some conditions to be put in place too. One of those things to look at when you're looking at whether he's entitled to exercise power in the operations is what the nature of the communications between Christopher Carney and the applicant is or will be in the future. And there is precedent for looking at that as well. And we've talked a little bit about that in the past. So I think those are the fundamental considerations that go into whether someone is or is not a close associate. And the second part is the business association and that is a little bit more discretionary. The commission has a pine on that that is not a defined term and I wanna make sure I get this right before I move forward here, hold on one moment. Yeah, so the term business association is not a defined term. The commission has addressed that issue in a slightly different context under chapter 23K when it reviewed the question as to whether Steve Wynn was still a qualifier to the Wynn resorts application. It discussed how it went about determining whether there was or was not a business association and that might be a relevant, at least to know about and to think about in this context as well. So those are the issues that are directly before you for making this decision. And again, we're looking at just whether Mr. Carney and the trust should be allowed to withdraw. We're not looking at preliminary suitability at this moment. We're just looking at that very narrow issue. So with that, if it would be helpful, I might ask Ms. Monaghan to jump in and to walk through the actual regulations and statutes that govern the principles that I just mentioned. So I'm happy to do this one of two ways. I could read through all the statutory and regulatory factors regarding qualification first so you have them in your head or we could just go through them one by one and the commission could decide, yes, this applies, no, this doesn't apply, whatnot. The second way might be a little bit cleaner. But I guess one of the, I think for me and I would like all commissioners to jump in, we have been presented with a request and it was written in a document by Mr. Nozzle with a couple of related documents from Mr. Maurizio. And I guess the way that I need to think about this is they have to show good cause, right? So if we just start going through everything all at once, it's going to be a lot. I think all the commissioners have materials in front of them. If they don't have the reg in front of them, I think we've got to give them a chance to get in front of them or they have to show good cause. And I guess we have to show that they haven't demonstrated that they must be required. So I think how Todd sprained it, it might make sense to start us there. Caitlin, commissioners. Yeah, I actually had a slightly different understanding of what was just said by commissioner Grossman. So I'm curious to hear what a turning money has to say. Okay. I'm sorry, she shouldn't say, but I just wonder if we want to have everything read all at one time or... So let me just set this out a little bit more clearly. So as Todd explained, the commission does need to determine whether or not there is good cause to grant the requests for withdrawal. However, in order to determine if there is good cause, there's a gating factor. And that is whether either Mr. Kearney or the Kearney trust are mandatory qualifiers or whether the commission believes in its discretion that they should be a qualifier. In the event that they are mandatory or discretionary qualifiers, that sort of ends the good cause discussion because there can't be good cause if they're still a qualifier for them to withdraw. If the commission determines that Mr. Kearney and or the trust are not qualifiers or are not mandatory or discretionary qualifiers, then it can determine based on that, whether there's good cause for the withdrawal. And again, that the whether they're not, whether there's good cause is very discretionary on the part of the commission. So what I was suggesting just for process is to start by thinking about Mr. Kearney's request for withdrawal and then to walk through the mandatory factors. So factor one, just as an example, a person who owns 10% or more of the corporate applicant, commission can decide, yes, this applies or no, this doesn't apply. It's not a lot of factors. So it shouldn't take too long for most of them. And then if there's a factor the commission wants to have a discussion about, we can stop on that factor and have the discussion. And that seems to me to be the most efficient way to walk through the mandatory and the discretionary qualifier factors. Yeah, I like that. Start with the mandatory and then just make sure that we all are looking at exactly the statutory or regulatory language. Absolutely. Okay, because we wanna make sure it's very precise. Thanks. So again, we'll start with Mr. Kearney and then once we get through that, we can go on to the trust. So the first mandatory qualifier factors are in chapter 23 and section 5B. Yep. Okay. I love that the commissioners are all there. Okay. Not yet. Give me a picture. Yeah, better. All set, thank you. Great. Okay, so that section states for the purposes of this chapter, the following shall be considered to have control of an applicant. And again, we'll walk through them one at a time. One, a person who owns 10% or more of a corporate applicant provided however, that a bank or other licensed lending institution that holds a mortgage or other lien acquired in the ordinary course of business shall not be considered to have control of an applicant. So I'll pause there and ask if the commissioners believe that this provision applies or not to Mr. Kearney. Are you sure? Hearing nothing, I'll move on. No. I think you saw people who are not. It's no, yep. They have a going no. Okay. Understood, yep. Two, a person who holds a beneficial or proprietary interest of 10% or more of an applicant's business. I'll move on unless someone asks me to pause. So commissioners, do you have any questions? I see commissioner O'Brien is asking. Isn't it a dual? Is it a dual here or am I reading this incorrectly? I apologize. I'm not sure what you mean by a dual. Doesn't it keep going? There's an and, right? Let me pull up the, excuse me, I'm reading from my notes. Give me a second. There's no and, I think ultimately there's an and. All of these are and, and we are gonna have to decide it. But then I'll know. The purpose of this chapter, the following shall be considered to have control of an applicant. So one, I think we all recognize no. Two, a person who holds a beneficial proprietary interest of 10% or more of an applicant's business. Michelle O'Brien. Yeah, I guess the version I'm looking at of the legislative page says a non-corporate applicants business operation and who has the ability to control the activities of a non-corporate. Sorry, commissioner O'Brien, you're looking at an older version. Yeah. Okay. So the legislative on the website is the wrong version. Yeah. Got it. It's been amended, you know. Got it. We'll give you time to find the right version. Commissioner O'Brien. And I can circulate it, but I'm having a little trouble with my Westlust, so I might need a moment too. I, I think we've got, everybody's got the information and either hard copy or online. Are we good to move on then? Yeah, I think they changed it last year. Did they knock anyone? That's correct. Yeah. Okay. So the next is if the applicant is a corporation, which is the case here, the A, president, the chief executive officer, C, chief operating officer, D, chief financial officer, E, treasurer, secretary, G, each inside director, and each chair of the board of directors. So I don't think any of those apply, but we can move on. Okay. So those are the agreement because this is a good time for us to sort of be making our decision making or asking any questions. So that's why I'm looking to see, is everybody in agreement that's a no? Okay. So from there, we're going to move over to the reg, which is 205CMR 215, and in particular- And that's because item number four doesn't apply, and I just want to make sure. I'm being really thorough. Absolutely. On five B, four and five, down a pie. I don't believe that the applicant is an LLC or a partnership, so. Okay. If that's wrong, please jump in. Okay, and MGA's here, if there's something that they know that we're just missing, I'm counting on them for an explanation. So five B is all set then. Now we turn to the reg. Okay. Now we're looking at 215, and in particular 215.02 subsection one. I'll give everyone a moment to get that. 215.02. Yep. I'll move on unless, so that states that the following person shall be required to qualify as part of the sports wagering license review. If the applicant is a corporation, again, I'm skipping over to the corporation a piece of this. If the applicant is a corporation, each officer, don't believe that applies here, each inside director, any person owning or having another beneficial or proprietary interest in 10% or more of the common stock of the applicant or holding intermediary or subsidiary company of such company. Okay, I'm going to move on to the last factor, which is in the judgment of the division of licensing after consultation with the bureau, any person with significant and substantial responsibility for the applicant's business under the jurisdiction of the commission or having the power to exercise significant influence over decisions concerning the applicant's operations in the Commonwealth. Discussion on this. Commissioner O'Brien. So is this discretionary or mandatory? This is in the judgment of. So if in the judgment of the division of licensing after consultation with the bureau, they believe this applies, it would be a mandatory qualifier. Have we heard anything from chief O'Brien on this? Well, chair, the chief consulted with the IEB and in this case, the chief set herself aside from this particular application, but we worked with the licensing manager on the designation here. Based on the submissions, the representations, the IEB and licensing did designate both the trust and Mr. Carney and at a particular point in this process when suitability issues arose regarding Christopher Carney, the IEB declined to disturb that. But now the matter is before the commission again, but for all of the reasons that the IEB has explained in its filings, you know, those two qualifiers were designated and at the time that we were asked to adjust that designation, we declined to do so. Oh, I understand that. But now we're looking at O2 subsection 1A4. So Commissioner O'Brien, you wanna go through that question? So I guess the only follow-up question then in that regard is as we've gone through the hearings the last several weeks, is there any change in the position in terms of are you taking the same position still? I don't know if you've seen a position taken. Well, the declination that they made the request in the first instance to be designated or withdrawn to them and that was declined. And so my question is, you know, is that the same position given that there's been some new information that's come forth? The second clause of that subsection, you know, after the OR, you know, having the power to exercise significant influence over decisions concerning operations in the Commonwealth. In terms of the connection to MGA, the overall company, the IEB continues to have some questions there, including our ability to rely on some of the assurances that have been made, given the discrepancies in the production of some of the materials that we saw and the reality that we identified that was in conflict with some of those assurances. Commissioner Manick. Can I ask the question in a slightly different way, Director Lillios? Same question as Commissioner O'Brien, but let's say that the commission is to take all the facts the applicant says as true during the last few meetings. Would you have a different recommendation? Taking all of the assurances as true with this particular mandatory factor, I would have more confidence in lifting of the designation. And then I'm going to... I would like to be heard, Commissioner, and you know, may have something helpful on the discretionary factor. Okay, thank you. Commissioner Manick. In particular, because I don't, I hadn't been thinking of it as going to this second clause, but you know, setting aside the adjustments in the trust that you have heard about there remains the interest in BAS holdings and the track in the trust that you may want to give attention to. Chair, can I be heard momentarily? Yes. It is absolutely impossible for an applicant to continue to respond to what I think is basically a sliding scale of what we should be considered and what should be considered for purposes of being an applicant. The bottom line is this, that Chris Carney was identified as a qualifier because of his beneficial interest in the Christopher L. Carney Trust. That's what the report concluded. That's what it was based on. We've taken every step that we can to try to alleviate and remove all of those particular interests, but we can't continue to then say, okay, fine, what about this? We have done everything that we possibly can in order to remove Christopher Carney, certainly under what we think is the appropriate standard limited to the statutory requirements here. And now to essentially have to, I guess now respond to additional reasons for qualification puts any applicant in an absolutely impossible position. We will work and we will try to address any concerns that anybody has regarding the status of our application, regarding any condition that we have to address. Regarding any conditions that need to be put in place to ensure that Christopher Carney doesn't have a role that crosses any concern for the IEB, but more importantly for the commission. And we're happy, we certainly has been our intent to attempt to do that over the last several days, but we can't continue to try to fight essentially something that appears to be changing almost sort of meeting by meeting. Mr. Mosul, I appreciate your frustration. I guess I don't have anything in front of me from my perspective in the IEB reports that show other than newspaper, and this was decided on, aren't presented to us on Friday, concerns over ability to influence decision-making. And I raised that. And what I haven't seen is in number four, I think I don't have anything in front of me that says that the division of licensing after consulting with the bureau has that binding, that they've made a finding that either Mr. Carney will have significant substantial responsibility for the applicant's business under the jurisdiction of the commission, or has the power to exercise significant influence over decisions concerning the applicant's operations in Kamala. You've raised questions for us, for us to consider, but I don't have anything that shows that supports that finding. And I would disagree with you, I'm just stating it on the record. I would disagree in that I think the procedural posture is there to put that out. And then I just put the question definitively to IEB with the head of licensing has withdrawn from the application. But do we have it as a finding in the reports anywhere that either of those have been met? I think as a matter of law, as Director Lillio stated, the decision was made sort of moving into this that they were a qualifier. And so that could be the baseline decision and then the commission, it's now the commission's decision to sort of evaluate and move forward on that. And then the IEB defined an initial instinct to act on the request to withdraw, which is another evidencing of it. Again, that was before we took the subsequent actions in order to remove what has been identified as the reason Christopher Cardi is a qualifier because of his beneficial interest in a trust that owned 40% of the MGA stock. We have done everything that we can in order to remove that and remove any statutory requirement. And I would suggest to the extent that there is a discretion to go beyond what the statute is, that there is no evidence of anything else that's before the commission at this point. Let me just add that to be clear, I believe that the commission in evaluating this factor should take into account the statements of the MGA and sort of how it intends to move forward. But I do believe at this point in time the commission can make a decision on this factor. That's all. If I may, Madam Chair, I would just ask the commission to recognize also the explanation that we gave the other day that our Supreme Judicial Court has issued decisions over a hundred years in age that the only control over a corporation in the Commonwealth is exercised by its actual directors, officers, and to a limited degree, shareholders. So the IEB made a qualifying decision based upon the trustees of the trust, not Christopher Connie, but the trustees of the trust being shareholders, not because they were offices, directors, or even shareholders. We've eliminated that. So we would ask the commission to recognize and apply the Supreme Judicial Court's constant and consistent holding as to who controls a corporation. But we have satisfied that, whether it's discretionary, whether the commission wishes to consider this a discretionary or a mandatory issue. As a matter of law, enunciated multiple times by our Supreme Judicial Court only officers, directors, and to some degree shareholders have any measure of control over this corporation. And we've eliminated that completely. So I would ask that you please take that into consideration. Michelle, probably. I think I've made a pretty clear I disagree with that representation. I'm looking at 23K, 23N on the rags. And I just think that's a patent misrepresentation of the status of the law and the authority of this commission. I would also state that to the extent that maybe people feel like the ball is moving and the rules are changing. There has been a drip, drip of information that has come out of the applicant that's always constantly changing the facts on the ground. That to me is more the reason that we keep having to come back rather than anything that IEB did in terms of misrepresenting why the Chris Carney and or the trust are qualifiers. So I struggle to move forward past 25021A4 being anything but mandatory given the facts before us. I can speak again when it comes to discretionary, but I have looked at what was submitted by IEB. I went back in addition and I looked at the motion to withdraw and I looked at in particular Chris Carney's own words in the March, 1722 Rain and Public Hearing, the November 22nd, 2022 podcast interview with Bloomberg, his statements to IEB in May of this year. And in each of those circumstances, it is replete with representations that he is integrally involved with these businesses, that he has the authority to, could have closed them down in his own words. And when I asked him pointedly closed down what, he said the dog track, which we've had further discussion today is sort of part owner of the simulcast licensing business that is the genesis of this application. At the public hearing in Rainham, he spoke up and not only did not dispute that he was there on behalf of MGA, but then had an exchange with a resident very specifically saying, I'm the person come to me, here's my cards, call me. I haven't had the arrests in 30 years, et cetera, et cetera. When he got into the Bloomberg, and I note in that hearing too, there was a question about addresses of the businesses and Chris Carney himself was rather knowledgeable about the level of activity inside the sports book, the traffic in and out of the facility and also going so far as the nuance of potentially changing the address and the impact that it would have not only on the simulcast, but also the liquor license of the facility. So when I look at that, I look at his representations to Bloomberg where he said that their first partner, Bet365 where he came out and said, it's a family business I felt very comfortable with when I talked to them when I went to Vegas, et cetera. There is the effort to simply look at the four corners of paperwork, then there's the reality on the ground and the evidence in front of us. So commissioner, let me finish my chair. So from where I say the question on 215.01 on the four, to me, not only was he acting as an agent and the ability to influence, but he was the point person for this. He went out in his own words totally apart from whether or not newspaper articles are misrepresenting. Chris Carney's own words put him at the core of this. And I cannot say on the evidence before me as a commissioner that good cause has been shown. To me, it's mandatory on this record and I can talk about whether good cause discretionary comes on that set of facts, if we want to defer on that, but I was struck by his own words and the evidence that was put in front of us. I can't reconcile it any other way. So I agree with you, commissioner Brian, that Mr. Carney's words are very much reflected in newspaper accounts as him having a perceived ability to control and influence matters. However, I'm not sure we have any evidence that the individual or individuals who actually had control authorized him. The fact that- Madam chair. Excuse me one minute. It's not the newspaper articles, it's the defendant's own representations as the parent holding himself out publicly into government entities. He was the agent. I think that needs more vetting by this commission. I agree with you that he is, and this is how I feel. I do feel there is sufficient good cause here for granting these two, but we're speaking about Mr. Carney's request for withdrawal. And I did look at those articles carefully. I do see Mr. Carney is holding himself out. What I don't see is that we have evidence or information from other than those newspaper accounts in Mr. Carney himself that he actually has significant, powered to exercise significant influence over decisions concerning the applicants operations in the Commonwealth. What I do have is I have a history of this particular applicant working with us as a simulcast licensee where the individuals who are in control with Mr. George Carney and then of course, Sue Rodricks. There hasn't been any confusion on our part as to who we are working with. And Mr. Chris Carney may have a perception of his own influence, but when it comes down to actual control of the corporation, we don't have any evidence that he would have controlled those decisions. Is he a connector perhaps? Does he work to support the family's business? Yes, but there's no contracts. There's no indication that he has control. I do think- That's the problem for me too. We are working hard to try to see him as inextricably intertwined. I just am not there based on newspaper accounts. I do know that there's a big risk if he was and is and the applicant ever gets to having a durable suitability found in a full license. There's a big risk. If anything that I'm saying and seeing is in any way contradicted. And that would be, of course, our ability to assess a fine or to actually revoke the license. At this juncture, I see, you know, our director of racing, Alex Lybaum, Dr. Lybaum 31 years has worked with Mr. George Carney. We have no indication of any kind of problems or concerns raised with respect to this particular applicant, including anything with respect to Mr. Chris Carney, no negative history or no compliance that has anything to do with Mr. Chris Carney. We actually have IEB having found Mr. George Carney, apparently Mr. Kelly, suitable in 2013 and 2015. And yet if he was still, because Carney was still inextricably intertwined, you would think that they would have found that. And yet we don't have any evidence. Now they may, when director Lilios's team goes through all that they need to do for a durable suitability, they may find something that actually lends the support to their argument today. But my job from my perspective is to strictly look at the evidence in front of us or the information in front of us. And what I'm seeing and hearing is strictly in newspaper accounts, or from Mr. Carney, whom as I said on Friday may suffer a little bit from loose lips and sometimes I do too. But I am just saying suffers from that, but that's a perception and not necessarily real. So we could of course, under our consideration, I know we're gonna get to this, have a condition to address your concern as we think about this withdrawal because even withdrawals can be conditioned. So here's my concern with the recitation you just gave Madam Chair. You keep trying to take the undisputed statements of Chris Carney and question the veracity of them by casting them as if they were newspaper articles. I did not talk about newspaper articles. I am talking solely about his own words and this is a company that if it's his loose lips, this company allowed him to go to government bodies and represent himself as the agent of that company. Now, I have an issue with that if that's gonna be the explanation for loose lips. In addition to that, in addition to that Madam Chair, the reason you called out to Director Lightbaum that the status of what IEB was tasked with doing at this point under the reg and I expressed hesitation with this early on was overly reliant on self-reporting by the applicants and an open source check. They have not done what is traditionally done. And that's the other concern that I have with that which is why the posture that we're in given the drip, drip, drip of information, et cetera coming out of the applicant, I think the request to designate and withdraw is premature. I don't think this has been, this is enough and on the record before me, I patently disagree with you. I think that the evidence, the substantial evidence counters good cause. I think the good cause is to keep them designated and to go forward and determine both historically what was it and for business practices and would he be a qualifier and then assessing the veracity of the structure going forward where you have a, he was gonna be COO and all these people were reporting up to him and then you just eliminate the position with no succession replacement. I have a huge issue with that. I welcome my other commissioner's thoughts. I really would like to hear what they have to say. Madam Chair, may I address commissioner O'Brien's concerns? Respectfully, I'm not asking you at this point, Attorney Maurizio, I've asked to hear from the other three commissioners. Before we turn to the other three commissioners, would you like to offer Attorney Maurizio the opportunity to, he did ask me if I could allow and my instinct is to allow somebody to speak but commissioner O'Brien has said no, so I turn to you. Do we have Mr. Maurizio speak or no? Yes. Commissioner Maynard? I'm perfectly fine with that. Commissioner Skinner. You have consensus, Chair. Thank you. And I appreciate that, commissioner Skinner. I do think it's important for us to all be able to speak, go ahead, Attorney Maurizio. Thank you. Members of the commission, I appreciate commissioner O'Brien's concerns. I'm not trying to eliminate them or challenge them but what I would like to point out again is the superseding events which we have taken to eliminate or address those concerns. Commissioner O'Brien, you've correctly pointed out what Chris Connie's public statements have been. Those are his statements and many different inferences can be drawn from them. But I think as I pointed out the other day that when those statements were made, Christopher Connie was doing two things. The first was what he has always done in the construction realm of MGA's activities. And if the commissioners recall Christopher Connie explained himself directly, very well, I think, all of his activities in the construction world. Nothing to do with the simulcast business, strictly construction, tearing down the buildings, fixing the roof, the HVAC equipment, preparing the site for the new building, et cetera, et cetera. Even the activities connected with obtaining site plan approval from the town of Rainham is all construction related and it was all done even before 23N was passed. The second important fact that's now been corrected is that Christopher Connie's a lay person. He's not an attorney. He doesn't understand the distinction between the stock that was put into a trust that's owned by the trustees and not by the beneficiary. As any lay person would assume that if you're the beneficiary of the trust and a trust owns shares in a corporation, you consider it yourself to be an owner. That's very understandable. But as a matter of law, that wasn't the case. So all of these events that are being pointed to were prior to our corrective action which was now submitted to remove Chris Connie as a qualifier. He is the trustees of his trust and the longer shareholders. There's no money that's going to flow even though that's not under the law or the regulations by itself a test for qualification. But we have made sure that in the divestiture of that stock that no money from the category two sports betting activity would ultimately work its way to Christopher Connie. That was just an added step. We don't believe it was necessary but it was just something to give the commission a clear understanding of how far away from the category two sports betting license Christopher Connie will be. And lastly, we'll all do respect to commissioner O'Brien. What constitutes a control over a corporation is not up to me to say, nor is it up to anyone on the commission to say when the Supreme Judicial Court has ruled on that issue. And when the legislature has passed 156 D which governs all corporations or Massachusetts corporations and their control. So it's not, there's no evidence to provide. It's a matter of law determined not by us but by the SJC. So I would hope that the commission understands what I've just outlined and I hope what I've explained addresses commissioner O'Brien's concerns. We've cured Christopher Connie's perceptions of ownership and we have put a bulletproof wall around him in a manner that meets the SJC's rulings and 156 D about our control of a corporation. He has no control in fact. He has no financial interest in fact and all concerns that we can understand have been addressed. Thank you. One thing is specifically not in there. First of all, again, we don't have to spend the time doing it. I patently disagree with you. 215.021A4 has nothing about control. It is the power to exercise significant influence over decisions of the applicant's operations which is sports wagering. The striking thing to me is that the argument for just disregarding that would be that the company was so derelict that it allowed someone to represent themselves and that was fine with them and it's puffery. But most striking to me is November 22nd of 22 months after sports wagering has passed, Chris Carney makes representations publicly that I had never seen disputed that he went out to Vegas and negotiated with that 365. He makes representations about negotiating the operations agreement with Caesars. So to me, I have a number of questions that to me kill a claim that good cause has been shown on this record. So Commissioner O'Brien raised an important distinction. You are using the term control, Mr. Maurizio, and under four, that's where I'm saying, I don't see it, Commissioner O'Brien sees it differently in terms of the power to exercise significant influence over decisions concerning applicants' operations in the Commonwealth. So reduce the word influence is what she's focusing on. I don't mean to repeat her words because she said them clearly, but that I'm hearing you say control and I think my fellow commissioners are thinking the same thing. I've used the word control because they're in section 5B of 23N and it's in your implementing regulations. But the SJC doesn't limit their opinion to control. Yesterday, I can give the commission another citation from yesterday. Halby and versus Burr, 457 mass 620, pages 624 to 625. It was a leading decision discussing the new implementation of 156D and what positions, what persons have the right to do anything control, influence, whatever verb you wish to use. The SJC made it crystal clear in that confirming decision that certain offices and directors and to some extent shareholders are the only human beings that can control or influence or direct or cause a corporation to act in any way, shape or form. There's an amicus brief filed with that case by the co-chairs of the 50 lawyer committee that worked approximately 10 years on coming up with the new chapter 156D which governs corporations. The amicus brief gets into exactly what we have said that unless you sit in one of those positions, you can't do anything with respect to a corporation. It's akin, if you will, to the commission. Each one of you have certain authorities based upon the position you hold as commissioners. Somebody else in the Massachusetts Game and Commission could have an opinion about what their authority is or isn't. But it's an authority determined by the position you hold, not by the words you use. It's the same with the corporation. And that's what the SJC has said. And we're all, I would respectfully submit, found by the SJC and by chapter 156D when you're examining what human being can control or influence or direct a corporation in this state. There's just no gray area about that. That's just the law as it is. And yet Mr. Carney, Chris Carney is going and signing P&S's. He is signing formal documentations to public bodies representing NGA. And the NGA is totally fine with that. And respectfully, if this body or any other adjudicatory body were restricted to paperwork, I shudder to think what suitability analyses would look like if you couldn't look at the actual facts on the ground. We are tasked with looking at the facts in front of us, not a tortured analysis of corporate law that tries to hamper this commission. I don't, I'm sorry that you've expressed it that way, Commissioner, because I'm trying not to be in an advocate position or an adversarial position. I really am, but you're describing a tortured analysis. It is a law. And to some degree, you seem wedded to certain events that all happened before we submitted our withdrawal request, where we have as a matter of law ended all of that. That's yesterday's history. The last superseding event that you have is at the Chris Conny Trust. The trustees of the Chris Conny Trust are no longer shareholders of MGA, they're not. Chris Conny never was, but they're no longer. You have the legal documents that demonstrate that. That's not a matter of opinion. That's not a matter of advocacy. That is not a tortured explanation. That's a legal reality. And the other legal reality is Christopher Conny is not an officer, director, or shareholder of the applicants. As a matter of law, he cannot influence the corporation in any legal sense, can't do it. Those are the realities from the point in time in which we submitted the withdrawal request to today. And we would simply ask the commissioners to look at the curative steps that we took to eliminate this question. We have eliminated any possibility of Christopher Conny controlling, influencing, or any other verb you wish to think of, the direction of MGA from the point of today into the future. And we would hope that that would be enough. Thank you. Can I ask this question? Mr. Roosale, under your analysis, the corporation could have authorized Mr. Conny with respect to his expertise in construction and planning to represent the corporation without ceding authority to him. Is that correct? Of course. I mean, the engineer who put together the plans for the site plan approval, it's a zoning step. Okay, and my quick follow-up question is this, if we had a condition to the request for withdrawal, we have a condition that says, even though that's permissible, going forward, the corporation would not authorize Mr. Conny to so represent the corporation or the company, even in matters in which he has that construction expertise that you would see that to some other individual or entity. Could that be applicable? I represent Mr. Christopher Conny and the trustees. And I know they would agree to that, but it's up to MGA and allow Mr. Nozzle to answer that question. Chair, yes, we'd agree to those conditions. Right, and then to Mr. Conny, would he agree to a condition that he not make public appearances of in public statements or public appearances in which he makes statements or in any way makes public or private statements about suggesting that he has authority, perceived authority, or express authority? Would he be willing to a condition of some sort that wasn't very artful, forgive me? I know he would agree to it. It gets to be a little difficult to envision every possibility that some question may be thrown at him someday. But I mean, Christopher Conny has already said that he's not going to be involved. He's going to follow the commission's decisions and conditions, whatever they happen to be, he's more than happy to do that. Councilor Grossman, you just turned off your microphone. I was just going to suggest that we would have to refine that principle if that were to become a condition in that if Chris Conny were no longer a qualifier, we couldn't control his actions. It would have to be the other way around that we could control MGA and what would happen if Chris Conny was out there making certain statements. That's right. Thank you. Okay, commissioners, I took too much of the time. My apologies, Commissioner Hill, Commissioner George Mainer, excuse me, Commissioner Skinner. And Commissioner O'Brien, you have your microphone off. Sorry, you probably wanted to follow up. No, I'm still looking forward to hearing what the other three commissioners have to say. Okay, Commissioner Skinner. So I share Commissioner O'Brien's analysis under this particular question, 25021A4. The notion of Mr. Carney having the power to exercise significant influence over decisions concerning the applicants' operations and the commonwealth, that is still an open question for me. I said this last week, Chris Carney is very much ingrained in the family, the culture, the community, and where you have this almost, I think Mr. Carney made statements to the effect of, he's been doing this all his life. I wonder how he'll be able to shut that off. Attorney Merritt COU indicated that it would be hard to envision every single circumstance where Mr. Carney might be called upon to speak on behalf of MGA, where he would have to refuse. And I don't want to put words in your mouth, but that's my interpretation. He would agree to do that, but it would be hard to put that into practice in a lot of ways. And I share, again, let me finish and you will have the opportunity to respond. But I share that opinion that it will be very hard and it's convenient to rely on Massachusetts statute and case law where it benefits the applicant who finds itself in this predicament, whereby it's needing to convince this commission that Chris Carney does not have actual authority to make decisions on behalf of MGA. But I think it's already been said that his own statements, newspaper articles, the way he's held himself out on behalf of the, the corporation suggests otherwise. And Commissioner O'Brien pointed out the fact that there hasn't been anyone appointed in Chris Carney's place to handle these kinds of matters on behalf of the applicant. Specifically referenced was his negotiation. And I, again, commented on this last week. It's the inner workings of the operation, the sports way during operation that we really don't have a lens into. We really don't have an understanding beyond the representations that you've been making over the past couple of days, exactly what Chris Carney's role will be. Again, you're suggesting that there will not be any role, but it's hard to separate and really envision, right? Where a situation where he is just completely removed from the family, right? Completely removed from the community and not engaging in any iota in MGA's operations. I promise I'll give you an opportunity to let me finish, Attorney Maurizio. So there's this notion of actual and apparent authority. And certainly, from your perspective, there's no legal authority from Chris Carney to have done, to have set in motion all of the things he has set in motion relative to MGA. But there's definitely a apparent authority. And who's doing all of this, if not Chris Carney, right? There's been no representation as to who will take on these responsibilities in his absence. And I think that's very important. That needs to be established. It's very important. Relative to the actual, well, so you talked about curing the perception and that it's your position that MGA has done so. I disagree because the very points that we need to be hearing about this, what will the structure be going forward? Who will handle these matters on behalf of MGA going forward? Have not been spoken to. So relative to, I'm sorry. Okay. Relative to exercising significant influence over decisions concerning the applicant's operations. I think that Chris Carney is a mandatory qualifier. Now, that being said, based on all of the representations that were made today in terms of extricating Mr. Carney from the operations, I think that, to the extent that there's room, and I don't know if this is possible, but the discretionary aspect that Commissioner O'Brien referenced, I don't know if a waiver is appropriate here. If so, to the extent that there is that discretion, I'm interested in giving the applicant the benefit of the doubt, because I think there has been significant work and preparation put into opening and establishing an operating, excuse me, sports book on the property. And so, I wanna be clear though, I think that as a fundamental question, I do think and I do wanna rely on IEB's determination that Chris Carney is a qualifier. And relative to the process that this commission has set up to determine preliminary suitability, we have the IEB's report. And it does not contain recommendations. Director Lillios has reminded me in particular in public time and time again, that that's not what IEB is charged with doing. It is up to this commission to make those determinations, certain determinations relative to whether or not a qualifier is preliminary suitable or an applicant is preliminary suitable. I think based on all of the totality of the evidence, yes, Madam Chair, I'm gonna use that word, but I understand it's a loose iteration of that. I think that there is a question still and it's certainly the perception. And I understand what your argument is relative to reality, but there's certainly the perception that Mr. Carney does continue to have and will continue to have the power to exercise significant influence over decisions concerning MGA's operations. Thank you, Commissioner Skinner. I understand exactly what your thought process says. And I can't question it, except to ask you and the remaining commissioners to look at the past a little more carefully because the IEB report and everything that you've been talking about as to what Chris Carney did in the past began in the context of the sports betting legislation, hopefully being passed and preparing MGA's real estate for development. If you consider the evidence or the facts that have been presented, even in the IEB report, nothing on Chris Carney now, nothing predates that activity when Chris Carney was a sharehold, his trust was a shareholder of MGA stock. That was a relatively recent event due to Mr. George Carney's estate planning and then the construction activities that Mr. Chris Carney is very knowledgeable about. Dr. Leibbaum told the commissioners that for the years and years and years that she's represented the old state racing commission and now the gaming commission and dealing with MGA's activities. It's been George Carney, Sue Rodriguez and Joe Cappucci have been the points of contact. That is the information you have. And it's only when 23N comes into play and now MGA has to now re-change the way it operates as a great big old building that's been there since 1929, 1930 for live racing. It needs to go away and we needed to create a brand new facility, state of the art, the biggest apparently in the sports betting world that ever existed is what I hear and move into that direction which required zoning site plan approval as a construction task. It required actually sending the bulldozers and the excavators out there to do the work. All of that began, Chris Carney's activities began when that effort began nothing before. And there's no facts that have been submitted that suggest he had any involvement in anything prior to that coming to life. So now that's the past, which now, and we've talked about it many times how we got there. So now we've submitted a request that would grow. It's not a matter of will MGA follow what it says it will do. It's just what MGA has been doing for decades without Chris Carney's involvement. He only stepped in for construction and then when he thought he was gonna be an owner he then was proposed to be the COO for a period of time. So I think, and I can understand how the commission is focused on the last year and a half or so but MGA has been in the gaming business under Mr. George Carney's control ownership since the past 57 years but he was involved in management even before he took control of the race track going back to 1956. That is the reality that we're faced with Mr. Carney, George Carney has always been the boss. Nobody tells George Carney what to do, not even his son. And we've presented you with the papers to take care of the last year and a half to two years that have happened and we believe we've done that fully and completely. As to your concerns, Commissioner Skinner as tomorrow and going forward that's outside my role at the moment. Yeah, Mr. Nozzle is able to talk about that. I just, and I understand there've been org chats submitted that explain it, but I'll turn that over to Mr. Nozzle. Commissioner, I'll be- Can I just comment on, I just didn't quickly just comment on a response to your comments Attorney Muratio to be clear. I'm not limiting my opinion that Chris Carney may have significant influence over MGA to the news articles relative to his connection as COO of the sports book. I in large part make my determination, my opinion, based on his identity as a family member particularly where you have a corporation that is in all of the filings over the years. I mean, it's primarily and I don't think you know anyone disputes this it's a family owned business where you have family members primarily holding significant roles within the corporation. And so that's the practice that's the history of this corporation and how do you exclude Chris Carney from that? How do you exclude Chris Carney from the family, right? That's not easy to do, right? So it's from that perspective that I am forming my thinking around the perception that Chris Carney will continue, may continue. I wanna be careful with my words may continue to have significant control over the corporation if this commission does not put safeguards in place to prevent that. Well, fully understood commissioner Skinner not to restate what we've said before. We have Christopher Carney is more than willing to accept whatever conditions the commission themes prudent. The only thing I would continue to hit home on is the undisputed fact that this company MGA has been under the control of George Carney for decades. And throughout that time period Chris Carney has still been his son. And other than the construction activities that kicked in in order to get this sports betting operation going, Chris Carney has not and there's no evidence to the contrary been actively or in any way exercised any control over the applicant. This just hasn't happened. I mean, to suggest that Chris Carney is going to control George Carney is to with all due respect is to not understand 50, 60 year history of George Carney George Carney is his own man. He built this company himself. He relies on experts, he listens, he takes advice from lots of people and then he makes the decision. He's in charge, he's always been in charge. That'll never change. And I'll just be very brief on behalf of the MGA team MGA is certainly willing to accept conditions that alleviate any of the commission's concerns going forward. And Commissioner Skinner, we have put the team as it exists today as we propose. If in fact, we have the ability to move forward here in front of that commission. We put it together and put it in front of the commission in connection with our initial presentation we made in connection with the application. You heard from a lot of them and actually all of them are here around the table today. And I indicated before that that is in front of you as exhibit B to exhibit 15 of the original report where we removed the COO position but that's our organizational structure. Are we open discussions about how that organizational structure could be potentially enhanced? Sure, but we have put the team that we expect is gonna run this going forward in front of the commission. And I would say that team successfully went through a majority of the elements that was required certainly required as part of the application process. You've heard from many of them, Mr. Brooks, Mr. Joe as well as Sue Rodgers. And as including others that we've added since we're going to be now part of a sports majoring enterprise, including the other people that are here today, Mike Mishno, Kevin Regan, security and surveillance as well as, excuse me, yes, security and surveillance. So we've been building that team out and we have presented what that team is gonna look like to the commission going forward. And we feel confident without that COO position and certainly without Christopher Carney that this group can successfully operate a sports majoring operation. Can I turn to Commissioner Maynard or Commissioner Hill? Are you interested in commenting at this point? Well, was Commissioner O'Brien responding? Did I miss somebody? Oh, okay. I didn't know if Brad wanted to go or if I wanted to go. I couldn't tell which way your hand went and go. You were mostly to Commissioner O'Brien. Yeah, I think that's Brad. Commissioner Hill. Commissioner Hill. Commissioner Maynard. Go ahead, Commissioner Maynard. Yeah, so I feel like this has been broader than just the singular question of the particular clause. So I might as well just get it out there. One of my mentors and good friends and somebody I look up to said, just because you put boots in an oven doesn't make them biscuits, right? And I feel like I've heard a lot about a lot of boots going into the oven, right? And you're looking in there and there's no biscuits, right? And so the way I'm looking at this is I believe on the day that the IEP took their information, I think they were totally correct in their interpretation. I think that the way that they were looking at it, I don't even question it that, you know, there should have been, he should have been listed on the document. There's Chris Carney. There's no question. I think that Commissioner O'Brien, by the way, I just have to address this. I have to, Attorney Murinfield, I did a lot of research back a few months ago on what the commission has authority to do and not do because we were actually having a debate amongst the commissioners on authority. And what I learned was the SJC gives a lot of authority to interpreting statutes and regulations to this body, right, when it comes to those under us. And so I just want to be clear. I hear what you're saying. It is a factor that I am weighing. I believe that all of us are, but at the end of the day, the buck stops with the commission until, up and until a court says differently on any particular decision that we make. And I think most bodies like ours and the Commonwealth have been extremely successful in front of courts, including the SJC and interpreting their statutes and their creatures. That said, I am swayed by the argument that there's a willingness amongst MGA and Chris Carney to sever this relationship and do so in a way that is acceptable to the gaming commission. And I think the question then comes is, is it good enough? What you're offering up, is it good enough for us? I think there's still some to be left desired. I don't know how much has come into the public and the private section, so I'm gonna say this very carefully. I think it's interesting the trustee situation and who are the trustees of the Chris Carney trust. And that's something that I'm interested in, but if you're telling us that you're gonna make every effort, going forward, not the past, going forward to separate, I would hold as Director Grossman said, the applicant to extremely high standard on what they're allowing, who they're allowing to go and represent them. I, the conditions are probably not, probably not exactly what you would want, Attorney Nozzle, but I can foresee myself agreeing to some heavy conditions, but I would think that this factor is met today, as it sits today after two meetings of the conversation. I wanna be clear, that's not where we were when Director Williams' team was looking at it before. And I think it's a lot. I want to commend the IEB because I believe that the IEB finding some of this information drove us through this outcome. And I think that that's a good thing, not a bad thing. We just want to make sure that every operator that's operating in the Commonwealth is doing so looking highest integrity. I hear both attorneys today telling me that that's their goal too, for the applicant. And that's where I'm sitting right now, and that's where I'm at. Commissioner Maynard, I appreciate your comments. And I just, I know you said sort of jumped ahead back to Attorney Monaghan, if we have to look at number four as mandatory. Yes, I think if the commission determines that the, I mean, if you sort of agreed with the, I'll read it again. In the judgment of the division of licensing after consultation with the Bureau, any person with significant insubstantial responsibility for the applicant's business under the jurisdiction of the commission are having the power to exercise significant influence over decisions concerning the applicant's operations in the Commonwealth. So if you believe that to be true as of today, I think that would be, I don't think, I know that that would be mandatory that Mr. Carney be considered a qualifier. I will go back. I think as of a week ago, two weeks ago, maybe, right? As of today, I don't think that's so. Okay. Thank you. Thanks for that clarifier. And then Commissioner Hill. I won't belabor this point anymore, Madam Chair. If you're going to ask directly about question four, I'm in the same camp as a commissioner Maynard. When we first heard the discussion a few days ago and a couple of weeks ago, I would have said, absolutely. He would have been a qualifier, but after the last couple of meetings that we've had, I have to hearing from the MGA, after hearing from Mr. Carney himself, I would have to say at this point that I feel that he would not qualify, but make very clear that if we're gonna release him as an individual qualifier, I too, I'm going to recommend some serious conditions upon that withdrawal. But if you're asking us for an answer to the question, as of today and as of now, I would say that he would not qualify. And before, okay, so that's really helpful. And as I said, I think that's where I've been and I was struggling with it. I hear Commissioner O'Brien feeling differently. Commissioner Maynard, you've clarified, Commissioner Skinner, I think I heard you in agreement with Commissioner O'Brien, I don't want to put words in your mouth. Not entirely. I think commissioners Hill and Maynard and I are, we've reached the same destination, but have taken two paths. I don't, I'm not ready to say just yet again, based on the perception, general perception and Chris Carney's role as a family member on behalf of the corporation that he does not hold significant influence over the corporation. So I'm not willing to disturb IEB's determination that he is a mandatory qualifier, Chris Carney. But I am interested in exercising any discretion the commission has in revising for making some adjustments to that determination or waiving the requirement that he be a mandatory qualifier. So, Commissioner Skinner, thank you for that. And that actually raises a question for me. Councillor Grossman or Councillor Monaghan, I guess I was thinking the discretion would go the other way. Is this, is there flexibility around for OO 2, 1, 8, 4? I don't think there's flexibility there. That is sort of a mandatory factor. Where there is more discretion is in 205CMR 215.022, that separate. So I think the commission would have to decide, you know, whether it believes that this factor applies or not, and then it can go on. If not, it can go on and address the discretionary factor. And then at that point, you're done with the qualification factors. So, okay. So at this juncture, if there were a majority of us who found that for subsection four, my apologies, was met still. And again, I think I joined Commissioner Maynard in articulating that it's not a question of IEB's decision-making based on its initial thinking. I just, if it's now shifted to us, I still just don't have the information that would allow me to say that either clause is met. But I would add that I do know this is a preliminary suitability stage. And I mentioned that earlier. And IEB has capacity to uncover things that we can't anticipate. But at this juncture, I feel that I joined Commissioner Hill and Commissioner Maynard saying it hasn't. But I don't believe it's mandated that Mr. Kearney be qualified. And what I'm hearing is that can't be waived. So it would have to be a majority of us finding that he is disqualified, right? Otherwise, we would move on to the next. I think that's right. That makes sense, Commissioner Skinner. It does. And in that case, I do find that Mr. Kearney, based on my own assessment of all of the information IEB put forward, I'm not willing to disturb their determination. And so I do think that Chris Kearney is a mandatory qualifier. Okay. So I'm thinking do we need to vote on this particular at this juncture on this? I don't think you need a formal vote. I think it's enough to say that, correct me if I'm wrong, there are three commissioners who don't think he's a mandatory qualifier under this factor and there are two that do. Therefore, we move on to the final discretionary factor. More discretionary. Okay, commissioners, are you all satisfied with that? Or do you want to form a vote? This meeting is being recorded. All set? I think it's clear where we all stand. I just to reiterate, I do think he's a mandatory qualifier. But I think for three, two on a consensus, now we move on to the next part of the analysis on the discretionary. Which is more discretionary. Okay, and thank you. So the last factor to consider is under 205CMR 215.02 subsection two. And that is the commission may in its sole discretion require other persons that have a business association of any kind to the applicant to undergo a qualifier review and determination process. These persons may include but are not limited to holding intermediary or subsidiary companies of the requester. And again, the term business association is not a defined term in either the statute or the regulation. So with that, you can discuss whether you believe this would apply or you would want to apply it here. This doesn't raise the term close associate, but you mentioned that. That is in the suitability section. So that would be addressed if we move on. Okay, thank you. Because I know that has a particular definition. Okay. So business associate does not. You know what I was wondering though, Kelsey Grossman, if you could refer us to the page in the wind decision where that got brought up. I couldn't find it in the PDF. Sure, it's page six of the wind decision. I can show it to you if that be helpful. It's one paragraph. Yes, please. It'd be helpful to me. Okay. You'll have to pardon my highlighting. Grant, and I think it's important to remember this was determined under chapter 23K. It's very similar though. There also was not a definition for the term there. So I think the principles are aligned which is why I've raised this and I'm showing it to you now. It's funny. It's not on my page six. Interesting. Of the decision. You got a bigger hold on it. Thanks. It is online, Madam Chair. It is. It's funny. I pulled up the decision from, right now I'm seeing on the Secretary of State change of supplemental information, just I don't know what you're seeing. Oh, the shared, your shared screen is showing that. It is. I don't know if I'm unique in that or if it'd be weird. Oh, you did have it up and then it just shifted. Is it not on anymore? All right, let me try it again. Sorry. I must be looking at a different version Commissioner Hill of the decision. So if as long as he makes a bigger print, I can read the screen. How about that? Great, that's it now. Madam Chair, Commissioners, you're still it looks like everyone is done reading it. Should I take it down? Are you all set? Caitlin, do you wanna walk us through the regulation? Sure. So again, it's that the Commission may, in its sole discretion, require other persons that have a business association of any kind with the applicant to undergo a qualifier review and determination process. So basically the decision for the commission is if you believe that Mr. Kearney has a business association of any kind with the applicant, whether in your discretion you would like him to be considered a qualifier. Commissioners? Michelle Browning. I don't think it's gonna surprise anyone that since I thought he was mandatory to the extent that he's not deemed mandatory, I absolutely would think he is, should be designated under sub two for all the reasons that I said before, which I'm not gonna belabor the time you spent and repeat it. And that's despite the withdrawal request. Correct. Correct. Because to me, and I said this before on say it again, he's integrally intertwined. He has been an unless and until that is clarified for me in terms of their business practices, which are critical to suitability unless that's got more clarity to it. I cannot say that having him as a qualifier would do anything other than advance the interests of the Game Commission in terms of ensuring the integrity of the process and the licensees. Madam Chair. Yes, Commissioner Mayer. I believe Director Lillios told me earlier when we were on a different factor that you have something to say under this piece. I was interested in hearing it before I move on to the next one. Thank you. Thank you, Commissioner. Just my suggestion on evaluating this discretionary piece is to go back and look at some of the financial entanglements and whether financial entanglements rising to the level of a business interest can continue to exist. We talked about them in some detail in the closed session. So I wanna be cautious about what's said in open session. But that would include the ownership interest that the Chris Carney subchapter as trust continues to have including interests that may potentially lead to something involving a land sale and whether that is an entanglement of note to you, the extent of any interest in construction contracts that have existed in the past or may continue to exist. And to the extent you deem relevant any residual interests there was some mention by the applicant about estate planning stuff which may not be a business interest but given the overall family nature of the business you may want to consider those. Commissioners, we did discuss financial arrangements and under our assembly reporting to us. We did hear from Chief Chang. Do you have other questions on that? The might of Director Neliosus's comments. Is it, Madam Chair, is it public and I'm looking at the applicant. This is, oh, sorry, they're in public session. I understand that. I almost said another Southern saying that wasn't as nice. But the, is it public who the trustees of the Christopher Garny Trust is? Or is that just- Yes, we've stated those, I think, in the public record. I think that's also public documents, right? That's what I was getting at. I'm just gonna say that I believe that we've discussed the two trustees. We've identified them, I think, in the public record already. So they are here today, yes. And the reason I'm asking Attorney Nozzle is because I've got this, it's in my head. And so I'm just gonna get it out there. You've got a trustee for the trust who is an officer of MGA. Is that correct? That is correct, commissioner. Commissioner Maynard, you wanna elaborate because I don't have whatever's in your head. I don't have it in my head yet. I see that as a potential entangle that MGA would have an officer who also is a part of the trust, the Christopher Garny Trust. I see that as a potential entangle. I can answer that question, commissioner, by saying there are two trustees. One of them is not employed by MGA. It's not an officer of MGA, Mr. Daniel O'Brien. He's an independent CPA. And it requires both trustees to act when it comes to activities of those trustees. So one cannot, trustee cannot do something on their own, requires both. Thank you for turning right to you. I just wanna put it on the right grade. Part of what you want us to do and to believe is that this relationship, from a business perspective, no one's asking for the familial relationship that keeps coming up to be disentangled. That's impossible. But from the business aspect to be disentangled. And so when you, to me, I'm not judging anybody's decision-making. But if it were me, I would have trustees that had no relationship with MGA, no relationship with the business. But that's me, right? And so I'm sitting here trying to figure out how I'm supposed to think about this and weigh this. When again, I'm taking the leap of faith that you're asking us to take, that this is going to be disentangled. And that this is not going to be an issue. So I'm just trying to take the leap with you. And this, to me, is a sticking point in my thinking. Well, Joe Cappucci is one of the trustees and he's a director of MGA as well. So he's already going through the qualification process. And you'll be examining his suitability on your own. Daniel O'Brien, of course, is an independent CPA. He's not an officer of the company. So his decision process, of course, is completely independent of whatever MGA is doing. And both of those trustees, the Chris County Trust now, they have no legal connection to MGA any longer. They've divested themselves at the stock. So that's the way we were thinking through this. The fact that Joe Cappucci is a director and an out and still a qualifier, I mean, that's a fact. But as trustee of the trust, they have no connection. They can't do anything vis-a-vis MGA or MGA's business. That's been completely severed. They're no longer shareholders. That was our thinking to give you that comfort. So just to pick an example, MGA wants to increase the number of directors it has. That's a shareholder vote under chapter 156 D. The trustees of the Chris County Trust, not being shareholders, they can't even attend the meeting. They have no vote. They have no rights. They're not there. I says, if I bought shares of IBM on one day as a shareholder, and I could exercise shareholder rights and then I sell the shares, I'm out. I can't vote or do anything with respect to the shares I used to own. So I'm hoping that that was our thinking anyway, to break that connection by selling the shares. I might be the only one with this hang up. No, I mean, my hang up goes obviously beyond that, which is just evidence is once again, sort of how they're intertwined. I don't see any succession plan in terms of replacing him as COO. I don't know what the succession plan is if this passes to who is apparently the heir apparent. And so to me, I share not only that concern, but even deeper concerns that I feel like him being designated under the discretionary capacity serve the interest of the statute and this commission. Mr. Maynard, it's that helpful. Then I'll turn back to Caitlin because I know the context of your question or inquiry was with respect to 25022. I think I've got that right. And the issue around business associate. All right, I'm just gonna say it again. You have a person that works for the business as a trustee of the trust. That is an association in my head. Attorney Nosell here, if you could help out here. We understand where Commissioner Maynard is coming from. I think certainly as a condition, I can't speak for the trust that Attorney Muradzio has to, but from the MGA perspective of not having one of its officers also serve in that trustee capacity, we would be open to that change if that was something that would alleviate Commissioner Maynard's concerns. I can't speak on behalf of the trust or what the mechanics of that would be and how it would have to be done. There's separate outside trust that the state's counsel to this. And again, I don't represent the trust, but certainly from the MGA perspective, we very much would be interested in that certainly as an option if it was something certainly that would alleviate your concern, Commissioner Maynard. Well, I would echo that. I'm sure that the trustee if Mr. Capucci is someone that the commission is not comfortable with because of the connection with MGA. So Capucci can resign and then a new trustee can be appointed that has no employment position with MGA. I did want to note that initially in the initial scoping, Mr. O'Brien was not designated as a qualifier for his trustee status. But as our documents repeatedly state, we do continue to reserve the right, or not the right, but we continually have the practice of updating our scoping. And we have been thinking ahead already to the trustees and pulling in Mr. O'Brien and any other trustees. This doesn't go Commissioner Maynard to exactly your concern, but it's my expectation that trustees in this particular trust would be pulled into the scoping process and be designated as qualifiers. So I just want to point out, we have two requests in front of the commission to de-designate Christopher Carney and to de-designate the trust because the trust no longer owns the 40% chopped stock of MGA. That was the whole purpose behind the request to withdraw is to, Mr. Muritzio was saying, was to remove its financial interest as a stockholder in MGA, which is we have done. Commissioner Maynard, if there's a separate issue regarding, I guess, some concern regarding the overlap between an MGA officer and the trustee of the Christopher Carney sub-chapter S Trust, we are prepared to try to address that. By essentially making a change now in the trust, which would no longer be a qualifier. And I understood that and I kind of just stood when the chair was talking about, it's not a hang up for her, but I just, to me, a severed relationship, to me, one human being, being a link in the relationship is problematic. And so that's all I'm saying. And even after this situation goes because I just, I think, again, it's a leap of faith, right? I mean, the whole, your whole request is at the end of the day, a leap of faith. You're sitting in the room together, right? That would not be typical of someone who wants to be removed from something, sitting in the room with the licensee. So I'm trying to join you on this, but I'm trying to do it in a way that makes sense going forward. Commissioner Maynard, let me, sorry. Let me just jump in. Joe Cappucci has waved his hands a couple of times, saying he'd be very happy to resign as trustee. Yes. So if we would very easily do that, put in a new trustee that has no position with MGA at all. Easily done. Thank you. Yes, we would, and MGA stands by that as well, obviously on the end of, we would also not want Mr. Cappucci any longer to serve as the trustee of the trust and we'd be happy to incorporate that in, certainly maybe to the request or withdraw potentially of the trust or however the commission wants to incorporate that into this process. Commissioner Maynard, we would make that happen. We just need probably a limited amount of time in order to do that, identify a new trustee. Commissioner Maynard, a practical solution, right? Does that help you on 2502 on the business associate? Because you were the first to chime in on it. Yeah, that was my hang up and I'm appreciative of all of the understanding about. Okay. Commissioners. What I have been torn with Madam Chair throughout this process is the fact that I have to look at what's in front of me. And the discussion that we just had was great. But what's in front of me today is that that relationship is in place and what could be happening in the future doesn't help me when I'm asked right now, is there other qualifiers? And the fact of the matter is the relationship that Commissioner Maynard just brought up as of today as of what's in front of me to vote on or discuss tells me that there is a relationship, a business association under other qualifiers. Would I be happy with the change that's been proposed absolutely? And I think it should happen. But I'm being asked today to disqualify him as a qualifier under two when as of today, there is a relationship that exists with the trust and MGA. So I need somebody to help me work through that. Commissioner, sorry. Commissioner. I'm going to have to turn in also, yeah. Sorry, if I can start. Again, I think we're reacting to a concern that the commission is raising in connection with withdrawals from my perspective as a condition. You're not being asked to decide on just exactly what was in front of you. You're saying, and I think what Commissioner Maynard is saying is it should this change take place? And I don't want to put words in any commissioner's mouth. Then I think we're outside of the particular aspects of this regulation. And we were saying to you, Commissioner Hill, if that is something that is meaningful and needs to be done, we'll do it. If you would like Mr. Capucci to resign now, we can do that as well. But I think what we're saying is we can do this and we're just asking you to make this and add essentially a condition to something to address this particular concern going forward. It's not uncommon, certainly, for any of the commission's licensing decisions to say, okay, this is what you presented. We're not 100% comfortable with it, but we would be comfortable with it if it had A, B, C, and D. And I think you're very much in your authority in order to do that. And if one of those things is you would not like an MGA officer to serve on the Christopher L. Kearney sub-chapter S Trust, we will make that happen. Thank you for your comments. Thank you, Madam Chair. Just a reminder too that, and forgive me for picking Joe's last name, Capucci. Right? That he is, yes, and he is going under, he is a qualifier. So at least with respect to that particular subsection, he's a qualifier. I think you were probably asking more about the trust question, Commissioner Maynard. But I think there was a practical solution, but we could make it a condition. So Commissioner Hill, do you see any other issues under that particular subsection? I do not. Okay, Commissioner Skinner, Commissioner O'Brien. Can I just get clarity on the exact question we're being asked to respond to? We're looking at subsection 25022. And whether you see any concerns there, you can turn to Attorney Monahan for more explanation. Sure. That would be whether you believe that Mr. Carney has a business association of any kinds with the applicant. And if so, if you believe that, that means that he should be considered a qualifier. Okay, I thought so. I wanted to make sure I was keeping the discussion orderly in my head. I've already expressed my opinion that Mr. Carney is a mandatory qualifier, just given the perception that he does have undue influence over the operation of MGA. So I'm not interested, however, in sort of back-douring him in, under this provision of the regulation. So I'll end that there. I'm good on this provision here. And my thinking is, as I indicated earlier, I would like to give the applicant the benefit of the doubt. I think Commissioner Maynard's points raised relative to the trustee were good ones. I'm pleased that MGA readily resolved that question for Commissioner Maynard. So I think we are moving in the right direction. So I am not seeing a consensus to Dean Mr. Carney, a business associate. Katelyn, where does that- Sorry, Chair, would it be helpful? I'm not sure, and maybe you feel comfortable with the possible financial entanglements piece that you've resolved that. I don't know if it would be helpful to go into an intercession and push that out. I did mention that we had the opportunity to hear from Chief Chang and RSM on those issues. I think they were raised. You outlined them again. Commissioners, do you need, I think I thought I had asked, do you need more information on that? And I didn't hear a response of saying yes. Do we need to revisit? I, if you didn't hear a response from me, I'm sorry about that, but that's just one of the many questions that I have in terms of the other information that came out about the other co, the company that's sort of a co-presence in paramutual and racing. To me, that's just another example of what I think why this request is premature and why he's still a qualifier. If there's something to be said, and whether it's executive or public, I want it to be said. I don't want the record to have anything left unsaid. So if I'm hearing, I mean, Yeah, I think Chief Chang and Senior enforcement council hall could just flush out that area that was touched on in the first executive session, but just so you have a full picture, it may be helpful. I don't think it will take long. Mission. All right, Commissioner Hill, how do you feel, do you want to revisit? Financially, I'm all set, but if other commissioners have questions, I certainly would never not want them to get their questions answered. Mr. Skinner. Same, I'm interested in having, you know, some additional discussion if that would be helpful to my fellow commissioners. Okay, so in order to go into executive session, I do have to read into the record. Requirements under the open meeting all, and I know it's getting very late, so I'm cognizant of the fact that probably we need a break, but let's just get this attended to. The commission anticipates that it may meet an executive session in conjunction with its review of the application that corresponds with GL Chapter 30A, Section 21A7, and GL Chapter 23N, Section 6I, to consider information submitted by the applicant in the course of its application for an operator license that is a trade secret, competitively sensitive or proprietary, in which if disclosed publicly, we place the applicant at a competitive disadvantage, and or GL Chapter 4, Section 726C, the privacy exemption to consider information submitted in the application materials related to named individuals, the disclosure of which may constitute unwarranted invasion of personal privacy. Do I have a motion and I will just get a nod from Councillor Grossman. Are we all set on that motion? The motion sounds good. I think we should just be clear what we're going to talk about. Financial entanglements I got. I'm not really sure what else we're gonna be talking about or what the entanglements exactly are that we haven't already talked about. There were a couple of matters that were deemed appropriate for executive session the first time. We wanted to flush that out a little bit more to make sure that there's a full picture of some ownership interest, trust related ownership interest. I must caution about the word entanglement because I'm not sure if that sometimes could have a negative connotation. So I just want to be very careful and neutral, but there are financial relationships, financial transactions that you want to address. I think that Director Lilios did list them in her earlier comments. Have you alluded to them? I believe I did, Chair. I believe I talked about an interest in the Chotton dog track and an interest in holdings that could lead to interest in a significant land sale. So Councillor Grossman. I believe we have spoken of those things in executive session and if those are the two things we're going to talk about, then that would be appropriate. Okay, with that advice, do I have a motion? I'm sure I move that the commission go into executive session for the reasons delineated by the chair and for the matters for the clarified by Director Lilios. Second. Any further discussion? Thank you for the motion, commissioners. Commissioner O'Brien. Aye. Commissioner Hill. Aye. Commissioner Skinner. Aye. Commissioner Maynard. Aye. I vote yes. Five-zero and before we go into, we will return to public session, but we probably all need a break, right? It's been a long day and I think everybody for their patience, it's one-thirty. Do you want the lunch break now, commissioners? Yes, please. We return, can we do it two o'clock or two o'clock, five? My apologies to those who are on vacation. You are working hard today, so thank you. I will return, I will go right straight to the executive session. I'll have Dave and Mills will transport us to the breakout room and we'll convene around two, two o'five. Thank you very much. I think we can take down the slide. Okay. Okay. Commissioner Skinner's here and you may have their user video. There we go. So this is a reconvening of the Massachusetts Gaming Commission and we just had a lunch break and a short executive session and now we're returning to our public session. We're holding this meeting virtually, so we'll do a roll call. Commissioner O'Brien. Aye. Commissioner Hill. I'm here. Commissioner Skinner. I'm here. And Commissioner Maynard. I'm here. Okay. So we'll get back to where we left off and I'm gonna turn to Attorney Monaghan and Attorney Grossman to just put it back in perspective. I think we were looking last at 2502 and there was a question around some financial arrangements. Yes. So I think at this point, it's up to the commission whether it determines that Mr. Kearney is a qualifier under 215.022. And then once that decision is made, I can, we can talk about next steps. Okay. Before we went into executive session, I don't think I had a consensus or a majority on going in that direction, but I wanna be visited given we just had an executive session. Commissioners, just help me out. If you wanna let me know if you think that under this more discretionary cause, we wish to deem Mr. Chris Kearney a qualifier as a business associate. Commissioner O'Brien. It doesn't change my view that, yes, we should. It didn't change my view. No, we shouldn't. Okay. It didn't change my view either. Director Lillios mentioned the issues that we just discussed in executive session earlier today. And it's still my opinion that Chris Kearney is a mandatory qualifier under 215.021A4. And with respect to, given that we recognize that that didn't prevail, you haven't changed your mind. I think you said 0-2-2. I haven't changed my mind. I, again, I think he's a mandatory qualifier. And as I said earlier, I'm not interested in backdoring him in under 215.0212. Thanks, I just wanna make sure I was clear. Thank you. And then Commissioner Maynard. I think given what we've learned today and the applicant's willingness to work on that trust document, I would say not a qualifier as of right now. Okay. And I'm in the same position as I was, which is at this point, not a qualifier. So, and we then, next steps. Sure. So having determined that Mr. Kearney is not a mandatory or a discretionary qualifier, the commission will need to decide whether there is good cause for him to be removed as a qualifier. And that, again, is very discretionary. You can make that decision. Once that decision is made, if no, obviously we're done. If yes, you would want to consider whether there's any conditions that you'd like to place on the granting of withdrawal. And this is pursuant to 205-CMR-213 now? Correct. You know, if everybody wants to reference that, but that is the requests were made via both Mr. Nozzle and Mr. Maratzia. About 213, what section? If there's only 01, but there are four subsections and each one is meaningful, I think. Caitlin can walk us through it. Sure. So 213, basically the relevant sections here are 213.01 subsection two sets that good cause standard. And it doesn't really say anything else about good cause, just that a finding of good cause is necessary to allow the withdrawal at this procedural posture. And then 213.01 subsection three says that if the commission agrees to grant withdrawal under any of the circumstances in 205-CMR-213.01 subsection two, the commission may condition that withdrawal with appropriate terms it deems necessary, including but not limited to a period of time within which the applicant may not reapply. Commissioner. Madam Chair. So I had said this earlier that the request for withdrawal I can be supportive of, but I would be putting some conditions on that withdrawal. And just for discussion purposes, there are three that come to mind. And I would just need some help on how to word it and certainly write it. But the first is the ability to influence the operation. And that would include communication with staff at the new facility. That would also have to do with communications with family members who are involved in the new operation. Certainly I would say that could not be an officer or a director in the future in regards to this facility. And then certainly financial ties in regards to loans and trust issues as we've already talked about today. So those would be my three big concerns that I would have that would have to be part of any withdrawal that the commission would grant. So I always try and start the conversation and then hearing from my other colleagues is always beneficial, but that's where I'm starting at. Mr. Maynard. I would join Commissioner Hill on each of those. I appreciate him mentioning that. I also would condition it that this is request for withdrawal on him not holding him at himself out to being a decision maker or a contractor or a follower of this entity at all. So that's the first piece. And I would join Mr. Hill. I would probably put some strong language in the world. And also I kind of would like someone to monitor this and make sure that he is actually withdrawn. When I echo some of those conditions I've raised a couple earlier as well. I think in terms of monitoring I'm interested in that and exploring that. I also know that one of the hooks of course is to make it through MGA, right? That they understand that should they get licensed to operate and there's any non-compliance with respect to this withdrawal of Mr. Kearney, Chris Kearney all together there would be consequences to that. So I think that's also important that we frame it that way. I think you alluded to that earlier, Councilor Grossman. But I think I've heard that Mr. Chris Kearney is willing and wants to comply with these kinds of conditions. But I think your point Councilor Grossman is that we would have no control over Mr. Chris Kearney after the facts. So it would really have to go through MGA. Yeah, I think we'd have to write this out. But the condition I think you'd essentially want to put in place would be that no officers, directors or members of the staff of MGA shall have certain communications with Chris Kearney and that to the extent they can, they do that they be minimal and non substantive and certainly unrelated to the operations of the enterprise or the future of the enterprise. And what the commission did in the past when it considered a similar situation is that it directed their Council to notify the commission promptly if there are any such communications. And that's how we've monitored the other situation. And so it's not that Chris Kearney has to agree to that. It's that the applicant has to agree to that. Councilor Grossman, explain to me again, I'm sorry, why Chris Kearney would not have to agree to that. I mean, if he's out. But he is the petitioner. As a condition of withdrawal, should the commission approve that? This is what we've laid out or the beginnings of what we laid out need to be met in exchange. So help me understand how there's no responsibility or accountability on the part of Chris Kearney there. Well, I guess the point is, is that conceptually what you're saying is that he's out, he's gone. He's no longer affiliated with this company. With certain conditions. Yeah, with certain conditions. But the condition. And so therefore if he doesn't meet those conditions, how is it not within this commission's authority to address that? You can address it and you should address it, but there's nothing you can do to him. Why couldn't you make it conditional that the withdrawal is then null and void and he's back in as a qualifier? That's right. But that's really a condition on the company, I would say that their qualifiers would have to be adjusted. It's not really a condition on Chris Kearney. I don't, I'm not sure I see it that way. I mean- Yeah, it would vacate the order and then he's back in a status of having to request again. That's right. I would further another, obviously I'm opposed to not having a VG of qualifier, but I would further require that he fully cooperate with any efforts by IEB to talk about his historical involvement with MGA as part of the suitability review. Well, again, you can impose whatever conditions you want on Chris Kearney. The question becomes what happens if he doesn't comply with them. There's not much you can do to him. All you can do is take action against the company. Well, but his status could be reinstated and that might put the company in a different posture too, but that would put him back within the purview of this commission. Yeah, I think we're saying the same thing, but going about it in a slightly different way. So I think ultimately Chris Kearney and the applicant are agreeable to that understanding we can certainly craft a condition that accomplishes that. Yeah, Councilor Grossman, I hear what you're saying except I do want to have Chris Kearney be bound by these conditions as well and not just leave it to MGA to agree to them. I think Chris Kearney affirmatively and as part of any written decision that is issued by this commission, that needs to be clear. I agree, I think we can make it very clear. I think ultimately the exposure is that if he disregards this and talks to employees anyway and talks to his father and talks to the directors and officers, then the whole license if it's issued is placed in jeopardy. Understood. And I might add that I agree with that. I don't know if it means automatically he becomes a qualifier, that would be, I think it would be, and I'm just trying to be fair here. If he's out, if that whatever facts involved, whatever violation it is, then we'd be back at determining whether he's a qualifier now. But it would put him back in that posture. Not EB would make that determination, right? Well, it says if, and this is looking at the reg, it says under three, if the commission agrees to grant withdrawal in any circumstances, the commission may condition that withdrawal with the appropriate terms that deems necessary. I interpret that to mean the order is conditional, meaning if any of those conditions are violated, the order goes back to its issuance. Which means he is back being a qualifier. He and the trust are back being qualifiers and they would have to appear back in front of this commission. And I share that interpretation. How the matter, it should have come to our eyes, gets to the commission to hear is up for discussion, but I do think it's this commission's jurisdiction to review that matter. Attorney Nozel, are you interpreting 213.01 subsection three? I know you raised that withdrawals could be subject to conditions as well. We would agree withdrawals can be subject to conditions. I think the point at the end of the day is that the responsibility of the jeopardy is gonna lie with MGA that's licensed. How you get there, if you wanna take this step of deeming him a qualifier and we have to go through this process again, as opposed to MGA has violated the condition of its preliminary suitability and deal with it that way, we're open to how the commission wants to proceed on that. And if I may say so, as counsel to Christopher County, whatever commissioner Skinner would like to see along these lines, they'll be more than happy to agree to it. Has no intention of breaking the promises that he's made to the commission over these past couple of sessions. He was never involved in the past. He will all be involved in the future. Whatever the commission wishes to have him signed or agreed to, so long as it follows what we've been talking about, you'll be more than happy to do so. Well, I would certainly hope that what I'm looking for is also agreed to by Chris Caring. I'm sorry? I noticed my name was noticeably absent from your representation. So I'm curious as to condition number five that I just put forward in terms of being fully cooperative with IEB. Oh, yes, of course. I was paying attention to commissioner Skinner who I think I heard last, but it goes with the entire commission, whatever in yourself as well, commissioner O'Brien, whatever the commission pleases to feel comfortable that Chris County is not gonna be involved in MGA's operations, he will agree to. And he will certainly cooperate with the commission on any questions you may have as you go through this process. More point of the IEB and the commission. Yes, of course. And I know the commission has spoken already about the monitoring of any conditions that you might adopt. It would be helpful to the IEB. And typically, we're in a self-disclosure arena and we monitor through disclosures and also through monitoring, you know, compliance committee minutes, audit committee minutes and that type of thing that may not be fully operational yet. So to the extent that the IEB is very clear about its obligations on this monitoring piece that would be helpful to our team. Director Olio, so I'm glad you weighed in on that particular piece. I had another question generally and that is whether the IEB sees any additional conditions helpful if the commission is inclined to grant the request to withdraw. I'd like to just bring this back to, I'd like to hear from all the commissioners and see what each commissioner, if we could just have an accounting of the conditions that have been raised so far, that would be really helpful. Do we have those notes? I do, they're a little rough. So we'll have to get the wording exactly right. But the first was a condition regarding the ability to influence the operation, including communication with staff at the new facility and communications with family members involved in the new operation. The second is that Mr. Kearney could not be an officer or director in the future. The third would relate to financial ties, I think closing some loose ends regarding loans and trust issues that have been discussed here today which I believe would include having a independent trustee assigned in lieu of the trustee who's currently a director of the company. And the next condition would condition Mr. Kearney not holding himself out to be decision maker or controller of the entity at all. The next would be some kind of monitoring of the conditions and I'm not sure exactly where we landed on that. I think Councillor Grossman suggested that in the past we've had the council from the entity. Councillor Grossman. If the commissioners agree, absolutely we can. I mean, that was just what you had, I just was reminding us for the record that that was one suggestion. Okay. I'm just gonna make a note here as we go, sorry. The only other thing I would add for clarity on that would be that there'd be an obligation on the part of the decision makers at MGA to report that to council because the situation we had with Steve Wayne was a little different where we were telling the licensee you had an obligation to call us if person X had reached out to you. This may happen that he represents himself outside direct communication with employees. So if they come to learn of that information I think it should be clear that the responsibility is on them to call council to then inform us if they come to any sort of information that he's made representations publicly that he represents MGA. Okay. Okay, I have that written down. Give me a second as I go through notes here that Mr. Kearney fully cooperate with the IED regarding historical actions with regard to MGA and I think that's it for now. I'd like to add that I think we've got it covered that he can't try to influence the operator through communications either in the public or a perception by expression in the public. But MGA also has it looks it appears that they've used him sometimes informally as an agent to public agencies, sometimes informally to do work at the facility that those informal arrangements even though they're not controlling arrangements be curtailed. So that means that MGA wouldn't be able to authorize him to represent him in various capacities. So it's not so much on Mr. Kearney, but also on MGA. Madam Chair, I would just add as the commission may please, for example, as the commission's deliberating, are you proposing that, for instance, Chris Connie's company that snow plows the whole property would not be allowed to continue to do that? If that's the way the commission is going, we would need to know that just for clarity. And right now you have his company marked down as a vendor and that was a question I had like what does that mean for status in terms of his company doing that kind of work? Because right now, I know on Friday, Commissioner Rivian asked about contractual arrangements versus those informal arrangements. And those informal arrangements have caused confusion, right? So we wanna address what has caused this confusion. And so certainly the informal, now the more formal, the contractual ones that he's engaged in, how do we feel about disturbing those if it's in the construction or snow plowing main as a vendor? Madam Chair, I envision that no contact whatsoever. You start to get into the business association piece and all of these things bring him dangerously close to the line, if not over it. And I would say that if he's gonna be out, then he's out. If he's dancing around it, then they're playing with fire. It sounds like. I only bring up the question just for clarity, where more than willing to do whatever the commission wishes. I think I would like to see all ties severed. A bright line, a bright line, I think will benefit the circumstances. Am I wrong? I've got Commissioner Hill, Commissioner Maynard, how do you feel? Commissioner Skinner, I'm sure by it. Commissioner Maynard? Yeah, I mean, I'm sitting here thinking to myself, you know, do we then start looking at every contract, right? You know, what's this really high payment for a snow plowing job, you know? And then all of a sudden, we're out of the gaming commission world at that point. And so I think the director's point, the cleanest thing here is just to sever the business relationship. Commissioner Skinner, Commissioner O'Brien, I think that three of us have sort of said. I agree. I agree. The cleanest way to do this is just to sever all business ties, you know, not doing so would open, I think, too many doors. And as Councilor Grossman said, it's dangerously close, so. Okay, Commissioner O'Brien? Yeah, I mean, I think this condition evidence is why I don't think he should be, you know, deemed no longer a qualifier. But I think you would have to include the language directly or indirectly to make sure you don't have a beard coming in, where we find out he is in fact, being a vendor through some third company. So I would add that language in to make sure that condition is really complied with. All right, so I think the angle is both ways. Mr. Kearney is, you know, we don't want him to do certain things, but MGA's got to also rely on others for that informal stuff as well as the formal, okay? Other conditions, I know that Commissioner Skinner, you've asked IEP, but then I would also need to turn to MGA and I'm just trying to keep this meeting under our control for a second. So I want to exhaust the commissioners. Any other condition? It is okay. Commissioners, do you want to turn to IEP and MGA for the input or are you satisfied right now? Chair, I've already expressed my interest in doing that. So if we could please proceed that way. I'd appreciate it. Okay, Director Lilliams, why don't you give us your ideas and we'll turn to MGA. I really don't have direct suggestions on what conditions to adopt here. You know, the monitoring pieces of concern to the IEP. I know there are those other businesses or at least Patriot Recycling that is on the property now. I'm not exactly sure what the arrangement with MGA is with that business. I believe it may be a tenant, for instance. So I don't know if you want to address some of those relationships now or if they would be encompassing your general condition on no direct or indirect relationship. But it sounds like you're directive on being out of the business as a qualifier is that you haven't put any time constraints on that. It sounds like that is an open-ended thing. So I'm in agreement with that. But other than that, I don't really have any comments at this time. MGA, do you have any further suggestions on the conditions that we've just outlined and IEP's comments? Anything that you want to add? No, we would just ask the commission to vote on the withdrawal so that we can with the conditions and so we can move forward. Thank you. Okay, commissioner Skinner, anything else? All set? All set, yeah, thank you. Thank you. Commissioner Maynard, commissioner Hill, commissioner O'Brien. Quite frankly, the only thing I have to say on that is some of these conditions, if there is a generational shift in ownership and control, we don't have any sense of what the succession plan is. They may run smack dab into conflict with these conditions. So I just want to, before we turn to a vote, I guess I just would like to add a comment that addresses comments that were raised was that one, very pleased that this was a very thorough discussion. We spent a lot of hours and I respect that. And it's been noted that the law of Massachusetts, and this is in our win decision, affords the commission significant breadth in our decision making. But in that same decision, we also say with that comes an equally significant duty of fairness. And I think today there's been a lot of time and effort to do just that. I respect the work of IEB so very much. I also respect the work of MGA and appreciate very much the submissions made by particularly Mr. Nozzle. And so all that came before me informed my decision making and I appreciate everybody's efforts. Commissioners, before we take a vote, do you want to have anything to add to that? If not, we would need a motion regarding in Councilor Monaghan and Councilor Grossman can help us the request for to withdraw with respect to just Christopher Kearney does not address the subchapter S trust. I think it can be a fairly straightforward motion, something along the lines of, you know, I moved to allow Mr. Christopher Kearney's motion to withdraw as a qualifier with the conditions discussed here today. And is that, Caitlin, is that pursuant to 205CMR 213.01 to section one? So subsection one, let me just look at it so that we're looking at the same thing. It would be, I think it just pursuant to 213.01 subsection two, which allows the commission to make a express finding upon good cause that the withdrawal request can be approved. Would we need to reference subsection three for conditions? I don't think you need to reference the statute in the motion. You know, when we write up the accompanying decision of course we'll include any citations. Congratulations. I think, what if you just generally reference 213? Sure. Can't hurt her. You know what that said? I have to try to remember what I said all over again. So something along the lines of, I moved pursuant to 205CMR 213 to allow Mr. Christopher Kearney's motion to withdraw as a qualifier with the conditions discussed here today. Mr. Maynard. What that said, Madam Chair. I move pursuant to 205CMR 213 that Mr. Christopher Kearney's motion for withdrawal be granted subject to the conditions discussed here today. Second. Any further discussion? All right. Commissioner Bryan. Nay. Commissioner Hill. Aye. Commissioner Skinner. Aye. Commissioner Maynard. Aye. And I vote yes. So for one. Okay. Now we have the next request, which is on the trust. Yes. And so I would suggest that we go through the same process and walk through, all right, I'll pull up my note here and walk through the mandatory factors then the discretionary factor and just proceed as we just did. So I will, if you agree, I will start with the mandatory factors. That's back to 2502. We're actually starting with chapter 23N, section 5B. Oh, that's right. Thank you. Okay, so if we're ready, the first factor is a person who owns 10% or more of a corporate applicant provide, oh, I'm sorry, let me read the preamble. For the purposes of this chapter, the following shall be considered to have control of an applicant. A person who owns 10% or more of a corporate applicant provided, however, that a bank or other licensed lending institution that holds a mortgage or other lien acquired in the ordinary course of business shall not be considered to have control of an applicant. Okay, gonna move on. Second factor, a person who holds a beneficial or proprietary interest of 10% or more of an applicant's business, okay. If an applicant is a corporation, the A, president, B, chief executive officer, C, chief operating officer, D, chief financial officer, E, treasurer, F secretary, G, each inside director and H chair of the board of directors. We're then gonna move on to the regulation and those factors, which is 205CMR 215.02 subsection one. I'll give everyone a second to get there. And that states that the following person shall be required to qualify as part of the sports wagering license review if the applicant is a corporation, each officer, each inside director. Any person owning or having another beneficial or proprietary interest in 10% or more of the common stock of the applicant or holding intermediary or subsidiary company of such company. And in the judgment of the division of licensing after consultation with the bureau, any person with significant and substantial responsibility for the applicant's business under the jurisdiction of the commission are having the power to exercise significant influence over decisions concerning the applicant's operations in the common law. Okay, I'll move on unless anyone has anything to say. Okay, great. Let's just take an affirmative check. Does anybody think any of those apply in this circumstance? Michelle Brownian. So I'm just looking at finding good cause and substantial evidence. And where I'm hung up on this one is I think it's a very different specter. It's easier to segregate out both historically and prospectively. But I still have a lot of questions about inconsistencies in the presentation. And for that reason, I'm not convinced that good cause exists to remove the trust either. Can you apply the bag? And just so you know, I know, is there a standard on good cause? Is it substantial evidence or? I think, yeah, generally in lieu of explicit standard, it's good substantial evidence. Thank you. And that's what I applied in the last time, but I meant to ask it. And so when she just raised it, I wanted to confirm. Thank you. Yeah, so significant and substantial responsibility for the applicant's business, either Commissioner Brownian, so I understand your thinking. Maybe I'm going a little forward, but I'm looking at the motion to withdraw. And I just feel like I have some more questions about exactly what the financial interplay is and influence on the ultimate discharge of the loan, the financing of the company, et cetera. And so I'm not satisfied in the record before me that I can say that I found good cause and substantial evidence. Whether that falls under 213 or whether it falls under 215, I guess remains to be seen, but. There is one more factor. If I just wanted to state that one, if there's any discussion of that before moving into the final discussion. So the last factor is the discretionary factor, 205CMR 215.02 subsection two, and that's that the commission may, in its sole discretion, require other persons who have a business association of any kind, the applicant to undergo a qualifier review and determination process. So I guess I was doing what we did before. Did we find that it was required to be qualified under O2 subsection one, A4. Right, and I'm not there. I'm down at the discretionary. Oh, okay, that's helpful. Yeah. So are we in agreement that not a person required to be qualified? Yes, I agree with that. Thanks, commissioner. Okay. All right, that's really helpful. Okay, so now to the discretionary. And I'm agreement too, just to be clear. Okay. And commissioner O'Brien, I know you're waffling between and not in a bad way because it's easy to see where you're going. O2 subsection two versus right straight to the 213. And it circles back to what I said before in terms of the sequence of the disclosures, the self-reporting, et cetera. When I look at it, I'm just not satisfied that the trust is not somehow still interrelated with the financing, et cetera. Acknowledging that there have been conditions just put on the other license that address some of the concerns that I had about trust to use, et cetera. But I'm just not there yet to say that we shouldn't exercise that discretion given what I see is an integrally intertwined series of family businesses and trusts. Does anybody wanna follow with a question for clarity of commissioner O'Brien? Wanna give MGA the opportunity to respond? Not hearing a response. Understood. And in that case. Sorry, chair. Sorry, chair. We couldn't get to the new five. I was missing the mouse here. I couldn't tell. Thanks. The principal condition as we understand it and the trust is more than happy to follow is that there will be no trustee of the trust. That's also an employee of the applicant. And we fully agree that that will be a condition that'll be met. Were there any accounts receivable? I'm trying to remember. Or was that all under the other under Chris Carney individually? There's nothing with the trust. Nothing with the trust. As it relates to MGA, correct? So fighting with the mouse, if that's correct. Director Lillios. No, this is just going back to what we talked about in an executive session, but I agree with Mr. Muratio. Okay. If the commission is of the opinion that the trust is not a mandatory or a discretionary qualifier, then it would move on to determining under 205 CMR 213, whether there is good cause for the withdrawal and whether there are any conditions that commission would like to apply. And of course, Mr. Muratio just pointed out one, which is that no trustee of the trust would also be an employee director or a director of the applicant. Do we need to add family member to that list? Absolutely, we can. We should, I think. I just, I didn't know if the rules of trust estate speak to that already or not. We just have to be careful about how we determine what a family member is because the applicant is a corporation. And so a family member is, it's a little bit different. You could say no relation of the Carney family, I suppose. Exactly that. Thank you. If I may, if the Carney family member has no connection to MGA, I wouldn't understand why that would be a necessary condition. It seems to me that the first condition, which is no one who's an officer, director, shareholder or employee of MGA, shall be a trustee. I think would cover the complete severing of the relationship between the trust and the trustees and the applicant. But as an example, if Chris County's mother wants to be a trustee and she has no connection to MGA, I don't know why that would be a problem. The concern I have there is the level of influence. Again, that might be at play in the relationship between Chris Carney and his mother. Oh, okay. If you wanna list his mother or some specific people that's, I mean, it's not important to the trust. I'm just trying to keep this in line with the commission's thinking, as I've heard it, that there should be some business association between the trust and the applicant. And, you know, but if the commission wishes to put on some other controls that it thinks is necessary, we're not gonna, at this late stage, debate that. We're trying to be completely cooperative, give the commission all of the assurances it thinks it needs, so we can move on with the application. So whenever the commission pleases, we will do it. So I don't wanna list out, I'm sorry, Commissioner Ryan. I don't wanna list out. The circles of consanguinity for our enhanced rules, can it be something like that? Can you say that again? We have circles of consanguinity that you can have conflicts, you can only go so far out. That's usually how it's written in terms of when you look at ethics restrictions. So are we, you can pull a narrow circle. Can I take a temperature check on the other three of us to see how far we wanna go with this? Commissioner Maynard. I was thinking similar to Commissioner O'Brien, really thinking of family members who may be beneficiaries of NGA. If he's got a second cousin twice removed, who's a really good trustee, I wouldn't want to keep that person from being able to do it. So more than I would say, I would say Commissioner O'Brien's thinking. Commissioner Howe? A lot, the lines of Commissioner Maynard, may I suggest that the commission identify a family member that would not be a trustee or a person that would not be a trustee. Is anyone that has been a shareholder of MGA an officer or director within X amount of years? Give us a time period so we know what to look at. If you want to put a 10 year time period of today, 10 years to the past, something like that. Now we have a very clear structure to understand and comply. We won't have to worry about a second cousin type situation. And I'm sorry, would that include anyone who does have a financial interest in MGA? Oh, absolutely, absolutely. The trustees, if I may, from what I'm hearing. The trustee of the trust will not be an officer, director, shareholder or employee of MGA. Nor will it be a person that fell into one of those four within the past X years from today. That covers a whole lot of people. And there's a public record that shows what that is. And then as Commissioner Skinner just said, because it may be somebody's theoretically tomorrow that could come in and have a position. And so you could add an additional covenant that says or condition that says, and no one who becomes an officer, director, shareholder or employee of MGA will become a trustee of that trust on a going forward basis. I think that covers everything as far as I can think. As long as that list excludes someone who has a financial interest in MGA, I think I'm good with it. It does because you have to be a shareholder to have a financial interest or pull a paycheck, so to speak. And I think that covers both worlds. Well, I mean, I don't wanna go too deep but what about survivors rights and things like that? Could you speak to how that works? Because it's definitely something that comes to mind when we're talking about George Carney's mother potentially becoming trustee. Yes, well, I think the conditions that the commission has outlined are also prospective. So they don't change, those conditions don't change just because circumstances involving Mr. George Carney or anyone else may change in the future. Those are conditions. So if a trustee becomes a trustee tomorrow, for example decides to retire and move to wherever and we need a new trustee, your conditions are still in place. We would have to designate or the trust mechanism would be looked at to designate a new trustee. When it comes to the flow of the stock certificates I would point out to the commission who has the bylaws, I understand there's a restriction on transfers of shares. So the board of directors of MGA have to approve any transfer of ownership of those shares and those directors of MGA are completely under this commission's control through the licensing process. So, you know, the shares can't move by order of the probate court, for instance. They have to go through the board of directors. And in fact, there's a very old SJC case again that upheld MGA's stock restrictions, the validity of those stock restrictions. So they're quite, they're very strong, they're valid and it's all under the control of the directors. Which is why if you look at the corporate papers that we submitted the votes, it's all covered in those votes, the transfer of the shares because it's a requirement under the corporation's bylaws. Thank you, Mr. Muratio. I'm gonna turn to Councilor Grossman and Councilor Monahan. You've heard the sentiments of the commissioners and Mr. Muratio's recommendation. Have we close in terms of a condition? Yeah, I'd wanna do a tiny bit of wordsmithing, but I think where we are is there shall be no trustee of the trust that is also an employee, director, officer, or shareholder of MGA, or anyone who has held one of those positions within the last 10 years. And I would of course, in wordsmithing this, just make sure that it's basically talking about anyone who's held this position in the last 10 years currently or sort of in the future, if they start to hold that position, then they can't also be a trustee of the trust. Is there any other limit that you'd want on the appointment of the trustee? Okay, so that's one condition, the other condition? Sorry, excuse me, that was the only condition I had on this one so far. I don't like we had another one, but I guess you're right, Caitlin, my apologies. I need just two seconds, thank you, my apologies. So we have that one condition. Is there any other concerns? And this would be, again, to permit the withdrawal of the sub chapter S trust. Okay, are we prepared to move then? It would be a similar motion that we used. Suggest that it's the same motion, but replacing Mr. Carney with the trust. Would you like me to say it again? So I just want to make sure that it's 215 and not 213, Caitlin. It is 213, 205CMR 213. All right, I got that here, 215, your honor. Madam Chair, I move that pursuant to 205CMR 213 for Christopher J. Carney sub chapter S trust motion for withdrawal of application as a qualifier be granted subject to all the conditions discussed here today. Second. Any further discussion? Okay, Commissioner O'Brien. Nay, based on me not finding substantial events. Commissioner Hill. Yay. Commissioner Skinner. Commissioner Maynard. All right. And I vote yes, so four one again. Okay, so thank you everyone with respect to that portion of our number five. We are slated to discuss preliminary suitability and that's critical to I know the applicant for us to turn to that. We have spent two full days on this and I am very hesitant to roll it over. But that said, I think we probably could use a quick break and continue on. Commissioners. Madam Chair, before we take a break, could we really just do a temperature check? I know you're hesitant to roll this over. I'm not suggesting that we do, but I committed to reviewing this matter today on a vacation day and we are now three hours beyond over three hours beyond what I anticipated. And somewhat selfishly, I would like to at least join enjoy some of this day. I'm happy to excuse myself for the remainder of the meeting. Should it come to that? But I want to at least just see where the other commissioners are in terms of getting to a determination on preliminary suitability today. At least, I know where I stand. I mean, generally I'm interested in preserving and expanding the longstanding family and community institution that is MGA. With the appropriate guardrails in place to address some of the issues that we've heard about today, particularly around credibility and financial viability. But I don't think I can do that in good faith. I don't think I could grant preliminary suitability today in the absence of the identification of an operator who is ready, willing and able to step in here at this point in time. So I wanted to put that on the record in the event that I'm not able to do so later in this discussion. I just, again, it's after three o'clock and I've already committed time well beyond what I initially said that I would. Again, that is just to make it clear that I'm happy to excuse myself from this meeting but I want to just, again, get a temperature as to what the other commissioners are thinking in terms of getting to a determination on preliminary suitability today. And I say all that with all due respect to the applicant. I understand. And I think we all share the chair's sentiment that we last resort want to roll this over but I think I want to be realistic here about what we think we can get done today. So I have a similar concern procedural posture-wise in terms of us addressing preliminary suitability where there's no operator in place. I think there has been significant change in the status of the applicant after the votes that were just taken. And I think I said this earlier on that another potential outcome today was to say to the applicant, this is not complete and you have not met the threshold that we're looking for to move forward. And that's where I am right now at a procedural posture note where I feel like given the material changes that have just happened with the votes and the fact that we don't have an operator on a sports book, the more prudent thing from my view would be to say to the applicant, you're not complete yet and you need to come back when you are. Wish I had Mr. Maynard. I don't disagree with my colleague, Commissioner O'Brien, I said this Friday that I was trying to understand how we could move forward without an operator. My mind has not changed and I don't know how we can move forward without an operator. We did just take some new votes that I think maybe the applicant can go back and discuss privately with possible partners. But I don't know how we can move forward, Madam Chair. I'll jump in before I turn to Commissioner Maynard. Sorry, Commissioner Maynard only because he asked that I don't know how to move forward and actually that's part of what I was hoping to hear today a little bit more clarity. Attorney Nozo started today with extensive comments and explained to us how we could possibly get there. And I was hoping we could hear a little bit more before we make a determination one way or another. And that is of course been a major factor for us to consider, but I'd hope that maybe today before we broke we would know whether that is, there is a path forward. I have not rolled out one, but I haven't rolled one in either. So I was looking to be educated. Commissioner Maynard. I think that we are, that the applicant is in a different posture than they were given this. I think that it's what I see in the record, I can say this looks a lot more positive than it did before. And it is something that I feel is trending the right direction for sure. But absent an operator and it sounds like there's consensus it does make taking the temperature which is what we move forward very hard to do because it's taking a temperature without a thermometer. So I think it's very difficult to do a grade or to think about needs exceed so forth madam chair, but I will also state on the record that this applicant is in a much improved position right now. Could you just say the last part again? I'm sorry I couldn't hear you commissioner. The applicant is in a much improved position from my perspective given the decisions and state made today in concert with us. Well, I'm hearing that there isn't a consensus to move today. I'm disappointed personally because I don't know I know that there are more vacation days ahead this week and I know we have an extensive meeting on Thursday. So I'm looking to see how we get our work done and I am quite cognizant, but this has been an outstanding request for a while now. And the applicant was patient with us. If I recall correctly, it was we've rolled this over a few times sometimes because we needed more information and then other times because of our scheduling. Well, I'm just very, I'm just, I just want to put on the record that does this mean we are up at 9 a.m. tomorrow doing this? Again, 8 a.m. I wouldn't think so madam chair. I would think that given certainly my position on this I would expect the applicant may need more time than overnight to make a determination as to whether they can come in with an operator. Can I just be heard briefly and maybe provide some context for the discussion and just really deal with the practical reality without any finding or sense of MGA's suitability now with the removal of the trust and the removal of Chris Carney as qualifiers. It still proposes a huge challenge for us to go into the marketplace after two days of public hearings about questions on MGA's suitability and find a partner. We think we've addressed a lot of the, we think we've addressed the concerns that the commission has raised both through the removal requests and now that it's been granted and we do believe that MGA as it sits now before the commission meets the standards for preliminary suitability. We're not asking for anything more than that particular finding and if it's conditioned on us needing to come back certainly to proceed in any way whatsoever based on having an operator in place we are certainly, we understand that that is the reality but right now we have a lot of information and really no understanding of where the commission is as to MGA's overall preliminary suitability which puts us in a really I think difficult position to do exactly what the commission is asking us to do is go out, get another operator you're not going forward without another operator and we wanna do that we have a potential partner to do that but that potential partner has told us they won't go forward with us unless we have some determination on preliminary suitability. So we're stuck and I'm not suggesting that that's the commission's fault but that's the reality of the situation. So what we've been asking for is really a determination very limited that MGA as it sits now after all the other issues that have been brought up and that we've now responded to. So we'll meet the preliminary suitability standards as applied to category two sports wagering licensees and we would like the commission to consider and make a finding on that to allow us to do exactly what you want us to do is find a operating partner but it's gonna be difficult for us to do with that level honestly of continuing uncertainty without some understanding of where the commission is and whether we want another potential operator to make the investment to come back in front of the commission in order to move something forward. So it is a unique and unexpected request but it's one that I feel is absolutely necessary. Again, for us to do exactly what the commission would like and bring us back with an operator. We need some determination on preliminary suitability in order to do that. Attorney Nozo, I hear you in all of that. I hear the sincerity there, but where I'm stuck and I raised this question on Friday is understanding and understanding the intersection between 218, excuse me, 215 and 218 as it pertains to preliminary suitability with respect to the overall application. So I had asked on Friday and Attorney Monaghan gave a little bit of guidance but how can we bifurcate those suitability determinations? I don't understand how, and I'm not saying I can't get there but what does it mean to, if the commission is inclined to determine that MGA is preliminary suitability under 215, what does that then mean under 218? And I'm happy to hear from you, Attorney Nozo but the question really is directed to Attorney Monaghan. So we talked on Friday about 215 and 218 and both include, and when you're talking about preliminary suitability you also have to look at chapter 23 and section six which sets out some of the factors that need to be considered. When you take section six and 215 together you get all of the factors that need to be considered for preliminary suitability. That, and then the commission makes a determination based on those factors. Functionally that decision is then ported over into 218. They're not different standards in 215 and 218 that is ported over as a factor for overall whether you are not, whether the commission is going to award a license. I would say, as I said on Friday that determining preliminary suitability requires a holistic review of the applicant and all of its qualifiers. There are several factors that I believe the commission that would relate to the operator. And so it may be difficult to sort of evaluate those factors without an operator. I would also say that earlier in the day there was discussion about sort of a condition on the operator. And I do think that would be different from conditions that have been issued in the past on licenses. Previously conditions are along the lines of the applicant should work with the IEV on the investigation or things like that. There's sort of self executing that can happen and the license moves on. This kind of condition, a condition on finding a new operator would actually require a whole second round of suitability determinations. You'd have to go back once the operator came in and I don't think that's anything that commission has done before. So I do see this request to be different from other requests for review, preliminary suitability and potential conditions. Yeah, so the only thing I would add to that is really, I think what we're asking for at the end of the day is really to go through the factors under 23 and section 60, integrity, honesty, good character and reputation of the applicant, financial stability, integrity and background of the applicant. The business practices and business ability of the applicant to establish and maintain a successful sports wagering option, which is the one we are suggesting the commission condition as part of its review on us finding an additional operator. And then you can answer the question of whether the applicant has history of compliance with gaming or sports wagering, licensing requirements and other jurisdictions, whether the applicant at the time of application is a defendant in litigation. And then the suitability of all the parties and interests to the license, including affiliates, close associates and financial resources of the applicant, which obviously you've spent over the last two days coming up with what that is gonna be for purposes of the review. So the way I envision this working is that analysis with the understanding that in what we've heard clear from the commission is that it's not gonna find us necessarily suitable in connection with our ability to operate a successful sports wagering operation without an operator. We understand that. We understand that you're going to do that and you need to condition that particular finding. Again, also based on the experience of MGA and its history of wagering in Massachusetts, but also conditioned on the fact that we would still need to find an operator. If we satisfied that, we found the operator, we then come back in front of the commission satisfying the first prong now under your evaluation of our overall application in connection with the suitability of the applicant under 218 with the first prong essentially having been established. So I think that's the way we envisioned what we're asking for to happen operationally. As we've gone through today, we think we meet those standards with all of those conditions. And that's what we're requesting of the commission. The one response I would make to that is that when you look at the preliminary suitability of the applicant that does take into consideration the qualifiers, and I don't think you can necessarily say that the operator is only relevant to one of the factors. I think it's entirely possible that the commission could decide that it's relevant to multiple factors. And so it's again, it could be very difficult to disaggregate without an operator. And then you would have to come back and do a full new preliminary suitability review with an operator. Again, if any of the prongs were conditioned on having, yes, we think you do have the requisite integrity, honesty, good character for purposes of licensing, but it's conditioned on you also having an operator. I think you can do that with each one of the elements under 60 to the extent that it's applicable. And the commission isn't going any further than that. And if we can't come out, come back with an operator after that finding, we're essentially done in connection with the current application. So I hear what you're saying. I have the same mind that Commissioner Skinner does in terms of Mr. George Carney's history of a business and maintaining that business and going forward. But I have to say that all of the other applicants, not only in this, but in the Horse Racing Center, we've made very clear that the application is supposed to be complete and in a posture to go forward. And for me, absent an operator, the exercise of going through other things that may influence that to me is just not appropriate in this posture. I don't feel comfortable doing it. Mr. Hill, Mr. Jordan, I'm a manor that's done that twice today, Jordan. I haven't changed, Madam Chair. I don't know how we can move forward. And at this point, I'm not willing to do so without an operator. I've been called worse than Commissioner Jordan, probably in this meeting. My apologies again. No, that's fine. I was kidding. A little bit of levity is what I was hoping for there. That's why I asked the question that I asked. I guess I would ask Caitlin, is it even proper to Commissioner O'Brien's point to, whether it sounds like it's not today, Commissioner Skinner and others, but which are very important. But would it even be proper for us to say, in so much as what we have, the commission, I'm trying to even figure out how we would say it, you know, there's no issues with what we have as of right now. I guess, Caitlin, I would ask is that, would that be possible? Again, assuming all those facts were true, assuming all those facts were true, and then, you know, to Attorney Nozo, would that satisfy what you're looking for? I mean, I would say that that is not contemplated by the regulation. And it is more of an advisory opinion than a decision. The reg contemplates a decision and not an advisory opinion. So it is not necessarily what I would recommend. That said, if the commission wanted to do that, we could potentially find a way to move forward. I guess sort of picking up on Commissioner Maynert's, I guess, string, and we'd like that determination regarding preliminary suitability. But maybe I'll ask the question in a different way. Based on the changes that have been done in front of including the removal of Christopher Carney, including removal of the trust, what is the commission's position regarding preliminary suitability if we were to come back with a proponent? Is that something that's, and this is what I'm concerned about. Is it, is that dead on arrival? And I'm going out and finding a partner that I ultimately won't be able to get through, just because of right now, the suitability issues that are in front of the commission. So whether it's a sense of the commission, that, you know, you're not making a final determination, but you know what, MGA, you've made a lot of changes. You've made a lot of representations. And what Commissioner Maynert says, you know, we're in a much better position or we're an improved applicant, or there's a more likelihood that you're going to be found preliminary suitable with a operating partner, something that we can indicate to the marketplace that we have a pathway forward. Commissioner Hill, how's that registered with you? Give that some thought, Madam Chair. Commissioner Bryan. For me, it's asking the same question in another way with all the respect to attorney nozzle. I still feel uncomfortable moving forward. It's not how we've treated any other applicant. In my view, it's not the right way to do suitability certainly and preliminary suitability. I'm just not comfortable doing it today. And that's, to me, this applicant is still moving, but not sufficient to adjudicate preliminary suitability unless and until they come back with an applicant and then we look at everything. That's where I am right now. This category two application is a little bit different from the others. I can acknowledge that because it's not in the same competitive vein that we saw for category three and even different than category one because we were assessing our own licensees, or in this case, the legislature has actually deemed this particular entity to be licensed to sports wagering master's subject, of course, to our rules and regulations. You know, took a good amount of time to address the request for withdrawals. We reviewed all the preliminary suitability materials. Now we have to remember that Mr. Cardian, the trust is our out. And so to Commissioner O'Brien's point, it's not a reason why I'm struggling with this is because this wasn't a topic that's new. You know, Councillor Grossman, you and I talked about this, you know, was there a site, a path forward without putting the application review in front of us. And so we were to look at this through a narrow lens and that's what I'm struggling with. I'm hearing my fellow commissioners say we can't, but I thought in fact, we thought there was a path forward somehow here, but maybe I'm missing something. I just want to make sure I'm checking with council. I hear Commissioner O'Brien, I hear Commissioner Hill, hear Commissioner Skinner saying no, but I just want to make sure that before I leave, at least I understand why they're no make sense and make sure that you're not thinking something different, Councillor Grossman. No, I'm not. And you know, the reality was that neither I nor the chair could make this decision on our own outside of this meeting. And this is the way it had the decision had to be made. To put it in legal parlance, I think what ultimately folks or the commissioners are saying is that they can't get to a place where they find substantial evidence in the record that the applicant is preliminarily suitable to move forward based upon essentially the lack of an operator. Is that what they've said though? I want to make sure. Well, no, but if that's what they're not taking a vote, I think that that's, there's no vote that's been taken to be clear, but that's kind of where everyone is from a legal perspective. And that's what I was looking to find out of what the commissioners thought about this. And I think folks have been clear as to where they stand. So, no, I just want to clarify. So that is what they're saying that there's a decision that there's not substantial evidence. I don't know if they're saying that or that they can't go forward right now. Well, we might be splitting hairs a little bit. You know, it's not that they can't go forward. I don't want to put words in anyone's mouth. I think that everyone's trying to be careful not to make any final decisions to preserve everyone's rights and futures and whatnot. And if called to a vote, we could see what happens. But I think most of the commissioners have been very clear as to where they are right now. So if anyone- No, I just wanted to get clarification that as to, you know, I think there was a request to actually put the application on the agenda. And I thought that we really couldn't do that. So because of the issue that's presented, but then I thought I understood that we were looking at a little bit more of a narrow scope on this particular issue, but I'm hearing that without the operator in that place, we can't proceed in the way that I think a turning nozzle just laid out that bear. So- I think it would be fair to say the commission probably won't get to where attorney nozzle has proposed it get to. Okay. Um, commissioners, is there anything you'd like to add for the record? Or anything- I just, I chair, I'm sorry to go ahead. Go nowhere ahead, Commissioner Skinner. Your video's off, so I can't read the lean in so much, but I understand why you want your vacation day videoed off. So thank you. I just wanted to clarify. It's not that I see that there's no path forward. I think that there might be. We just don't know it at this point in time. And I don't want to put the car before the horse to attorney nozzles point about, you know, being in a position to go out into the marketplace with some, I guess some, a little bit of support in doing that in terms of what this commission has decided. I think you got a nod from a couple of the commissioners here in that there have been some significant decisions made in MGA's favor. And I think, you know, the sentiment has been made that already just in that decision-making, MGM is in a much better place to go back and have discussions. I'm sorry, did I say MGM? MGA is in a much better position than it was on Friday, than it was this morning to then go back to have those discussions with whether be Caesars or any other potential operators. So I support that. I do think that we've made some significant headway here and I don't want to lose sight of that. I feel a commissioner of Skinner's pain. I can actually hear it in her voice and I join her in that, in that we literally have a situation where our council really, really built is saying it's hard not to treat this as an advisory opinion. I also hear attorney nozzles on the applicant saying, we need some assurances. And so I'm struggling in the same way as commissioner of Skinner. And I also heard commissioner O'Brien say, you know, it's an appropriate mix factor here. And so I'm trying to balance on all of those and where that leaves me in that balance is that absolutely I have watched this application come for months. There's one commissioner talking, I've watched it come for months. I've seen various iterations of it. Sometimes I've grand and bearded when I get these emails in the middle of the night that something new has come in or something new has been done. But that said, taking everything in totality to answer your question, attorney nozzles, does one commissioner talking here? Absolutely, I think that this is in much better condition. I think that had an operator been with you today, I think I could have made a decision assuming we had information on that operator, right? IEP had already checked them, things were looking. So I feel the pain, I hear the pain and so much is, I think all I can say legally right now this moment is a much better application when it comes to preliminary visibility. I think the applicant has also demonstrated something else, which is their unwavering willingness to try to get to something here and to get to yes and to work with the commission, which is extremely laudable that you're willing to set through this for two days and when we have an issue come up, you've had a response and said, hey, how can we make this work and we're gonna open ourselves up to you? And I think all that should be taken into consideration from anybody that would wanna do business with you. But again, I don't wanna go so far as to overstep my boundaries as commissioner and somebody who's watching the integrity of this process to try to become a piece of a negotiation act. So I think I gave you the best that I can give you given what the other commissioners are saying. So I echo commissioner Maynard and commissioner Skinner. I had hoped that we could perhaps move forward in the vein that you requested MGA. I know that it would be an extraordinary condition. I didn't hear that it wouldn't be a permissible condition. The application with your prior operator was extremely strong. We were going through it and I am hopeful that to the extent that they may be, you knew their interests that they do so for you and that you're able to come back with a strong application with the operator in place because that seems as though the procedural process, the procedural sequence that we've got to go through. Although I like to be imaginative, think of it's hard for the commissioners to imagine how we can proceed. So what I am very concerned about is delay on our part but I also hear, I think commissioner Brian raised the point that they're gonna need some time to meet the expectations of this commission. So I'm turning to councilor Grossman as executive, interim executive director. How would you recommend that we proceed? It sounds like we should perhaps, well, there's a couple of ways to do it. One option would be to just to give the applicant some time to digest this conversation and see what they would like to do as far as next steps are concerned. The other way to do it would be to postpone these proceedings until a later date and check in as to where we are, whether there's any update for the record or otherwise. I guess both are very similar in some ways but ultimately no final vote will be taken here today. So either the commission can set a next date. I think we've established that. I'm just saying, will you plan on meeting with the applicant or next steps and keep us informed? How do you wanna proceed? I see, yes. Yeah, I'd be, I could certainly communicate with the applicant to kind of hash out the next steps in the process. This is a difficult forum to do that, I think. But it's very clear, the application, no final action has been taken on it. So I think we will have to make some decisions as to where we go from here. But I think if everyone's comfortable with that, we can communicate with the applicant and report back. MGA, wanna leave last word with you? Thank you, commissioners. And also thank you as well for certainly to providing some sediment and I guess a reaction to sort of what MGA has done to date. We're appreciative of those comments. We're certainly happy to sit back down with staff. Obviously I don't have an answer as to timing on next steps or if be quite frank, whether there will be any. But we certainly will go back out and appreciate some of the sediment that's been given today. And obviously are thankful for the rulings in connection with the trust and Mr. County. Well, I hope to see you soon. Thank you. Thank you very much. Chair, I'm trying, I am so concerned about this, but it is what it is. We didn't ever take a vote, but I heard four are prepared to adjourn today. Commissioner Skinner? I just would be remiss in not communicating this. I'm whining about not getting to enjoy all of my day today, but I just want to extend gratitude and appreciation for the MGA, its attorneys, its team. You've shown incredible patience throughout this process, these past couple of days. I know it's not easy sitting on your side, but I do want to make sure that you knew that, I think we all, I think I can speak for my fellow commissioners here. I think we all understand. And I don't want to make light of the situation in my referencing my vacation. I'm committed to this process. I'm committed to doing my part here. And I really do, I'm rooting for you. That's a long-winded way of saying that, but I do think we need to ensure that we are in a good space here. So thank you. Thank you, Patricia. Thank you. Thank you. I just want to point out, Madam Chair, you had, it seemed like three willing to adjourn and one who was going back and forth, which is me, and then you will adopt, so. I think we're, I think we're two, possibly. I don't think I've got a third though, Commissioner Maynard. I think I wish I could get a third, but it doesn't sound like I'm going to get a third. And I can read the room. And again, I wish the MGA, the very best in being able to come back to the commission soon with meeting the expectations of the commission so that we can move on your application. Pleased with the work that was accomplished today with respect to the request for the waivers. And we'll go from there, but Commissioner Maynard, am I right? Somebody is going to need to move to adjourn. And this is maybe one where I say nay. I could move to adjourn, Madam Chair. Second. Any discussion? Commissioner O'Brien. Aye. Commissioner Hill. Aye. Commissioner Skinner. Aye. Commissioner Maynard. Aye. I vote no. Four-one. Thanks.