 Let's call this meeting to order. We've started recording. Can we have a microphone? Pardon me. Yes, we do. And there's Christian. So call to order at 601, Christian. Call to order at 601. And before we go any further, there's one thing I just want to state that Siobhan's not going to be with us tonight. She's recovering from some surgery. And I just want to make sure I get in the minutes that her friends at CV Fiber wish her a speedy and thorough recovery. We hope to see her at the next board meeting and very possibly at one of our two executive meetings coming up in February. And here, here, second that. Okay. Are there any additions or changes to the agenda? Hearing none, any comment from the public? We asked the question of a quorum. Is that correct? Do we have a quorum? Yes, we do. Okay. Was there an addition to the agenda that I was too quick? Yeah, Jerry, I was wondering whether you wanted to take up the internal financial control procedures under the treasurer's report or as a separate item. I'd like to do that under the treasurer's report, right? I think it'll fit in there nicely. Okay, no public comment, then the approval of the previous meeting's minutes. Jeremy? Motion to approve the January 11th, 2022 meeting minutes as drafted. Second. Second. Who seconded that? Was that Christopher? I would want them. You would want them? Okay. So we have a second. Any discussion on that? Hearing none. I think the minutes have just been approved. Thank you. We're gonna get into the treasurer's report. We do not have our treasurer tonight. Phil has told us that I think for the next month or maybe two months, he's not able to attend a Tuesday evening meeting for whatever reason, but Ray is going to take his place here as the chair of the finance committee. And we also have some financial controls that we're going to want to discuss. Right, thank you. So according to the material now that Phil's given me, so I'll share this with you, we have a cash balance of $847,800. Some of that grants on hand are $830,907. And there's discretionary funds of $16,893. So the balance of the grant funds, now this is the balance of money that has not yet been received is $2,426,500. And this is for pre-construction work. In January, the executive committee approved payment of bills which included, which totaled $110,564, which included pole inventory, high level design, dues for Vicuda, advertising for the executive director, bookkeeping, legal, treasurer, stipend, insurance, and some others. And then we also received a donation of $100. And that concludes the treasurer's report, except for the matter of internal financial controls. Any question on the treasurer's report? I'd be happy to pass them on to Phil. No questions. Okay. I believe you received from Jerry a document entitled, Internal Financial Control Procedures. And so you're probably aware that the Vermont Community Broadband Board requires us to have internal controls for the management of our grants, right? The state itself and the federal and the feds with their grants require us to have internal controls. And frankly, as a municipality, we can't avoid having internal controls. So what I tell you is that Phil worked up the first set of procedures that I worked with him. And then we worked with our bookkeeper to make sure that they got her blessing. And then we looked at the finance committee and also looked at the executive committee. We actually took some action at the executive committee, but determined later that it was more appropriate to board approve these internal controls. And so they involve discussions on the annual budget, purchasing grants, the process by which different invoices are approved, the fact that they have the grant number attached to them, et cetera, et cetera, as well as that as a kind of an exception to a process which includes somebody approving that the work was done for the invoice, going to the executive committee for approval, for the authority for payment, and then the accountant actually making the payment. In the case of where there's fixed, budgeted and funded monthly expenses, which includes like the accountant and the treasurer and probably the executive director or some other things as maybe determined by the executive committee, these fixed expenses just need the approval of the supervisor for that particular expense. It doesn't need to go back to the executive committee for delay in the payment of those particular bills. So those are fixed, budgeted, and funded monthly budget accounts. And I do have a motion for approving these procedures. And I'm going to stick it in the chat room for the benefit of everyone, especially the treasurer, the minute taker. And see if we can go here. Christian, can you see those? You got them? So for those who are listening in, whereas internal controls are essential for the proper management and handling of funds and expenditures by municipality on behalf of its members, whereas the receipt and use of federal and state funds demand their authorized use and accurate accounting, whereas the Vermont Community Broadband Board grant awards require internal controls, is hereby moved that CV-Fiber Governing Board approve the internal financial control procedures dated February 7th, 2022, and authorize the executive committee to oversee their faithful implementation. Second. Second. Where's Shabal when you need her? I said second. I said second. Oh, geez. I heard Jeremy first. That was just a fight between me and R.D., though. We have a motion. We have a second. Is there any discussion on this? As Ray had said, this was worked up by a small working group and then it was approved by the finance committee. Then the approval was recommended to the executive committee. The executive committee approved it and the executive committee determined that it would probably be best for something like this to go all the way through the governing board. Is there any additional discussion here? Hearing none, I believe the motion is passed. Thank you very much. Fantastic. This is a very important thing, by the way, because now I can email this up to Rob Fish's office because they wanted our latest financial controls and I wanted to be able to say that it had been approved by all authorities. Now we have it. Thank you. Thank you, everybody. I'd like to move into the 2021 audit status. There's a couple of things to note here. We did not spend $750,000 of federal money in 2021. So we did not have to have a single or we do not have to have a sing what's known as a single audit for 2021 for federal fund expenditures. We ducked that bullet and we have notified the PUD, a PSD that we have ducked that we didn't spend the threshold. We don't need to do that. It is in the statute that once operable, a CUD has to have a financial audit. We have gone through talking to folks at Vicuda, talking directly to lawyers, multiple lawyers, including the firm that we use to represent us frequently. And all have come to the conclusion that we really don't need an audit, a financial audit for 2021. We have not had enough transactions. We are not operable in the meaning that was intended in the statute that we aren't providing any services. So we are not required to do an audit for financial audit for 2021. That said, we are definitely going to do a financial audit for 2022 regardless of whether we have subscribers or not. We certainly hope to, but we will have moved, certainly moved enough money around that we definitely will need an audit for 2022, regardless of our operational status. I will also add that one action that we are taking, we've spoken with our accountant and we've spoken with auditing firms in preparation for a 2021 audit. And they were telling us that we really don't need one. It would be a waste of money. It would be ridiculously expensive because you have to check all these boxes even when the boxes are empty. What we are doing instead is we have our accountant doing what she calls a compilation report, a compilation report, which is taking all of our financial actions over the past since we've had any financial actions, taking all of that all the way through to 2021, documenting every transaction, including the source of funds, including the invoices, including the bank statements, having all of that compiled into one single place so that as we move forward, that will support our 2022 audit and that will also presumably support our financial standing as we move forward and eventually go out to the market to get some municipal bond money. So we're taking this action proactively as opposed to going and looking for this stuff three years from now. We're compiling it all into one place right now and that action has been approved by the executive committee to move forward and do that. So that's our 2021 audit status. I don't believe there's any action to be taken here but I'm just happy to take any questions. R.D., you're on mute, R.D. Okay, can you hear me now? Yes, sir. Good. How does the compilation differ from a formal audit? The compilation is just as it's stated, it's a compiling and a reconciliation of where all that money went, whereas a formal audit goes far deeper than that. They get into all of our procedures and processes and certainly dig deeper and have a whole series of checklists of thresholds that in order to be a certified audit has to meet all of these various standards, which for us is just total overkill. Got it. Thank you. Certainly. David, Healy? Yeah, in a typical audit that we're talking about, they also will recommend it, controls that we might not have, or other areas that they found that we are lacking in terms of process. So that's the other outcome of an audit. Very good. I'd like to move on to the clerk's report. Jeremy, have you something to tell us? I don't, business as usual. I am curious though, there is a number ending in five, six. Would that person like to identify themselves for inclusion in the minutes? I got the seven five. I think that's URD, correct? Yeah, that's me. Hi, this is Jonathan Williams calling in from Berry City. My apologies, I'm eating dinner, so I'm calling in using my computer. Well, we just want to make sure that we got the attendance track. Right, we appreciate you being on mute while you're eating dinner. Thank you. That's my pleasure. I would like to add one thing to the clerk's report. I know that we have brought this up at the executive committee, and that is the space in CV Fiber's name that was inadvertently included at the Department of State, somehow a typo, that has been resolved. Our name has been officially changed back to its intended CV Fiber no space. So that's just an update. We don't have any action to take on that. And that's behind us. Any questions on that? Okay, I'd like to move into the high level design update. David, would you like to talk to us about Vantage Point? So we got a, Vantage Point is slowly coming to the end of doing the high level design for the whole district as well as the WEC 3CUD just area. And they have sent us a number of PDFs detailing the high level design. And I afford them on to our new designer, NRTC. It's not clear how this material will be used by them or not or whether they're going to start from scratch. And in the meantime, we're looking forward to closing out the project so we can know how much money we have spent on this project because we received in grant funding way more than we are anticipating spending to Vantage Point for this project. It's been a very tough, I mean, communication has been very difficult with this firm and it seems COVID has taken a toll on a lot of people in the Midwest. This is one firm that's had a number of cases of their workers being out and delaying the work that's been done. So anyway, happy to take any questions on it. It's moving slowly, but hopefully the end of February will be done. R.D., go ahead, sir. I presume, David, that the grant funds we receive for the work that Vantage Point did carry over to the work that NRTC is going to do. Good question, R.D. We'll do as soon as we get the invoice. Jerry will file an amendment, a proposed amendment to reuse the money for either a detailed design or other uses that are appropriate for what we got the money for. We're anticipating, for those unfamiliar with this one, we had two grants, one that was a CB fiber territory and they're, what do I say? That was so that we could deal with all the green mountain power and Woodbury and all the things that are not WEC and then the three level, three CD. Yeah, three CUD WEC area was a separate grant. So we'll have to figure out how the grant amendment will go for that one. For the CB fiber grant, it should be pretty straightforward. How do we reallocate a proportion of the money that we got in the grants for the three CUD one? We'll figure out when we talk to Rob Fish. And there's another. Henry wanted to know if I'd put the PDFs on SharePoint and I had not, but I will do that. Right. But with the caveat that they're not final. Right, they're not final. Right, they're not final. And the final deliverable would be a GIS database with all the estimated costs and all the equipment and electronics and all the materials that they estimate will need to do the design. And I would like to add that this will all be handed off to NRTC that will continue the work that was started by Vantage Point and refine the work that was done by Vantage Point and then move that high level design into a detailed design. So it was a leg up and I'm hoping that we'll have a smooth handoff between Vantage Point and RTC. I don't see why we wouldn't. Any other questions on high level design? I'd like to move into our negotiations update. Ray, I'd like you to get into this a little bit if you don't mind and I would also like you to add the woman that we've been talking with about permits because she popped up a little bit after this came to print. So you may recall that Jerry and I have been designated the negotiating team on behalf of CV Fimer and we have been negotiating with NRTC, Waitesfield, Telecom and Mission Broadband. That's the NRTC team. With NRTC we've finished with the Master Services Agreement where we've approved and executed the EPP, the Executable Project Plan, right? And they're working on that. We were told today that we'll see some, get some information on Thursday which will be very helpful as moving toward finishing up that particular aspect of it. There are several other exhibits yet to be negotiated with them but after we do this one we'll be doing the first, the initial project plan. We had some discussions with Mission Broadband. We talked to N.E.K. to talk about how they have incorporated and worked with Mission Broadband to kind of find out, get a feel for the scope of work with which we want to work with them. We had a meeting yesterday. What's today, Tuesday? Yeah. We had a meeting yesterday with a gal, Karen Kotecki, who you may know, and her company right away, LLC. And she does a lot of the permitting in the state and has been doing it for decades. And she was just a delight to talk to the other day. We have a letter of engagement from her. We're looking at how we might, what the negotiation or contracting vehicle will be with her. She had worked with NRTC for the project that was done in N.E.K. They have their first subscribers. They did a short project before the end of the year with some leftover grant money. And apparently she worked very well with Mission Broadband and with N.E.K. So we're looking forward to engaging her as part of this whole team. Let's see, is anybody else, anything else? So yeah, Waysfield Telecom. We've had several meetings with Roger. And he has a person who helps him with the contract and negotiations. We've gone through the Master Services Agreement. We've pretty much fleshed that out. We have some agreement on that. We went through the exhibit B, which is the rating structure, what they charge as a network manager for the NOC, Network Operations Center as well as for the ISP, Internet Service Provider parts. And we're kind of going through that and shaking that out. The third exhibit has to do with standards. And they sent us a suggestion for standards that didn't quite sync up with my recollection of what the RFP said. And I also felt like since we're also working, since they're also going to be NAK's provider, we asked them if it was okay with them if we talked to NAK. We should have one single set of standards. And so we've spoken with Krista, the executive director over there, and we are pulling together. She's going to send me her RFP with the standards that they had. I'll take a look at both sets of standards, kind of shake them out, compare those with what Waysfield Telecom told us, and see if we can come to something that will work. So that's proceeding. I think that we're probably still a few more weeks before bringing that to conclusion. But I think by the next board meeting, next month, I think that we'll be able to put that to bed. I think that's it. Jerry, can you think of anything else to add? Yeah, I'd like to add something, especially with regard to the standards. The standards that were in the RFP aren't just, I don't know how to describe this, aren't just retail standards. There were also standards that were back-office standards, engineering standards, quality standards that aren't, you know, how long did it take you to answer the phone? How long did it take a truck to get out? There were other quality standards that we had in our RFP that they said they would meet. And we want to make sure that we have a coordinated process with NEC so that we're both asking for these same, basically engineering performance standards, not necessarily the retail performance, but the engineering performance. We think that's very important that we keep that backbone, that's not the right term, but that we keep these technical standards as high as we can, because it will eventually show up on the retail end in the performance that gets to our subscribers. So I just wanted to put that out there. And I'd like to add one more thing, but it's not part of the negotiations update. I could have put our executive director search in here. I should have, and I wasn't sure where to put it. So I think it's going to come under the negotiations update, is that we have received quite a few resumes and cover letters. And I don't want to speak for the working group with these, but I'm impressed with the shortlist that's being developed from what we've received. I'd be honest with you, I didn't expect the level of quality that we've gotten when you cull it down to a shortlist. So we are, of course, all very busy people. Some of us are way too busy, but we will figure out a time next week to move into the next level of development of our executive director search. I think, you know, we'll determine whether or not it's appropriate now to close acceptance of any more and decide who we're going to follow up with to talk with, interviews, references the whole bit. So we're getting close to making the next step and sometime during next week we'll have a meeting where we can work that out. And I apologize for not having that as a line item in the agenda. Are there any questions other than David Healy? Go ahead, David. I just wanted to say that I thought the advertisements I saw in the Times Argus in seven days were incredibly well placed, very articulate, and I hope they worked. And we advertised elsewhere, elsewhere too. The LinkedIn, the Indeed, there was a Vermont. Anyhow, we reached out, we reached out beyond, we reached out towards specific minority-focused areas, women-focused areas. So we'll say we're not paying as of right now, we're not paying anymore for advertising. What we've done is finished for now, and it was quite expensive, more than I anticipated, but that's because I'm out of my realm here and didn't realize how expensive it would be. So we can shift then, if nobody has any objection, we can shift to 2020 Construction Funding Outlook I'd like to start this off and then maybe have Ray and David follow up if David has calmed down enough to talk about this. What we're seeing here is a real opportunity for two funding sources in this coming construction season. Certainly we have the lining up for the grant funding and we hope we believe that we're on track to be able to get construction grant funding and get construction going on this coming construction season. But what we're also realizing and getting closer to being able to do is to also have RUS funding via WEC available also during this construction season. And one of the things that we needed to do was to be a little bit more specific with WEC about where we might be able to spend RUS funds because what we don't want to do is spend loan money where we could have spent grant money. We want to optimize our grants and optimize our loans and move forward accordingly. So we are continuing to move forward on both fronts. We have a plan that takes our area A and maybe even some of our area B because we have contractors in the field right now finishing up areas B and C to get that poll data for us that is necessary to do this. So we're getting to a place where we're envisioning and we're formulating a division of grant monies will be spent in this area. RUS loan monies via WEC will be spent in this other designated area. And the timeline can commence in this construction season 2022 and roll over into following construction seasons 23 and 24. And we're moving forward with WEC on specifying exactly how that will proceed. But I think that for the most part the general guidelines on how we're moving forward are pretty much agreed upon. We're 99% there. And we'll continue to move forward on both fronts. Ray, please. Yeah, so I just want to add a few points. One is that Christine Hall quest the executive director of the rock community broadband board has said that we could expect to receive our percentage of $300 million based upon some road mile formula. And what that means is the percentage is 9.3%. And what that amounts to is 227.9 million dollars which in our estimate of 50 million is taking us almost 60% of the way there, right? When we talk about the WEC funds, the RUS loan, what we have signed up for at least in our discussion is about 230 miles of our 1200 miles. And so we're looking to get RUS loan money to cover that. So that's, you know, what's that one sixth, one fifth of the total thing as well. The other bit has to do with town ARPA funds. And that is that the Vermont community broadband board has agreed to match up to $1.5 million in our district. So those communities that come forward, let's say, and they offer $100,000, the VCBB will match that with $100,000. We now have $200,000 to spend in that community. And what's important about that is that provides us the money to do drops, to do installations that we might not have been able to do until quite some time down the road or may have required subscribers to pay for, to pay for that. And we can use that money for other things too, like connecting the town hall, connecting the library, connecting the schools, et cetera, et cetera. So it's important. And we put in our budget that we'd like to get this year about $3.5 million in town ARPA funds, total about $6 million. But if we could get one and a half million dollars upfront from the towns this year and matched by one and a half million dollars, that'd be a big help. And so I know that there's some people who've asked for presentation materials and I've provided those things and we can help in any fashion, let us know. But that's what I had to add. Excellent. Is there, oh, Alan, please. Is there any change in the development of the town ARPA funds, MOU? Has that been updated and is ready to go out? What I would tell you is that that has not yet been completed. But what I would say is that under the broadband board's construction RFP, where the matching funds are provided, it talks about a letter of commitment. It doesn't require that there actually be an MOU. So a letter of commitment. And that's still being fleshed out as to regard to what that means. It probably means that the board, select board has voted to contribute $100,000 and they put it into a document and send it to us, right? And I think that's going to be adequate enough. Okay, that'd be great. I just don't want us to lose the matching money. The clock is ticking in September. It's not that far away. Exactly. That's what I forgot to mention. I'm glad you did. September 15th is a deadline for the matching. Yeah. And so that's going to be fast coming. Thanks. Any other comments on this? I would like to add one thing at this point. I think it's worth saying and Jeremy Hansen, if you have anything you might want to add to this, but one of the things that we have always been very keen on is reducing the cost to our subscribers. We need to get the service out there and we need to get it out there in a timely fashion. It needs to be reliable service. But I just want to make sure that everybody on the board understands that through all our negotiations, and through all of our balancing of various funds and how we're moving forward, we're always focused on reducing the cost to the extent we can to our subscribers. And that's a critical aspect of how we're moving forward. And I have DW, who is David? Who is DW? David Wendt. Thank you, sir. Just a quick clarification question on the deadline of September 15th. Is that a deadline for the funds being obligated or being spent? No. Actually, that's the deadline for a letter of commitment from the town. The deadline for the obligation of the ARPA funds is December 31st, 2024. The deadline for expenditures December 31st, 2026. Okay. Thanks. And I'm not quite sure yet what the infrastructure investment and jobs act commitments or obligations are. There's another 100 million coming, which is part, I think it's going to be part of that 300 million. Chris? Shank? Yeah. I just wanted to clarify. So this, the funds, that's a first come first. So while September 15th is the deadline, I just want to be clear that theoretically, it could be July. It could be April. If enough towns sign up quickly enough and kind of get ahead of the game, it's not like everybody automatically definitely has until September 15th. Well, obviously, we'd like to get as much of that upfront, but only one and a half will be matched. We'll accept all of it. And the other thing is that if Waterbury, for example, contributes 100,000 and they match it with 100,000, we now have $200,000 to spend in Waterbury. And if later on downstream, Orange comes along and says, well, we'll give you 100,000. There may not be matching money available. And so we'll only have 100,000 to spend in Orange. And I picked Orange because Siobhan's not here. Any other questions on our 2022 construction funding outlook and how and why we're moving forward? I guess they might want to know what is going to be spent. And we're hoping that we can start some construction in June. Figuring that design, the detailed design is going to be finished in the spring poll inventory. And then we start Make Ready, which is going to be a lengthy, lengthy process, which we're still trying to get our arms around. That's a good point, right? Let me do one 20,000-foot perspective here. And our intention, which is different from some other CUDs, our intention is to get subscribers on board as quickly as we can. And as we're moving through the process of design, Make Ready, construction, lighting the fiber, getting folks on board, we want to follow that process so that we can get people online as quickly as we can, as opposed to getting all of the backbone infrastructure in place, spend a year or two doing that, and then distributing out to homes. So our intention is to get folks lit as quickly as we can, meeting all of the necessary criteria. How's that for bureaucracy? All right. Okay. If there's nothing else on our construction funding outlook, I'd like to move forward on our Rules of Procedure Refinement. Alan, do you want to take that? I actually have the motion prepared. Thank you, Chuck. I apologize. I know you guys were collaborating on this, so I wasn't sure who to ask. Yeah. I mean, it could come from either one of us. This went through both policy committee and the executive committee, but it is at the request of the communications committee. So I'll go ahead and jump in on it. As we have been operating over the course of the last number of months, the communications committee has been operating with the charter that the board agreed to that allows us to communicate on behalf of the board doing things such as sending email updates to our community members and things of that nature. It recently came to our attention that there was a paragraph in the Rules of Procedure that didn't really sit well with. There was some ambiguity as to whether that would be allowed or not allowed. And on further reading and further interpretation between Alan and myself, Ray, we came to the agreement that there that they probably did restrict the intent of the original communications committee charter. And it was actually represented an opportunity to refine our rules of procedure to better set us up to communicate better in the future. And I want to thank Alan and the policy committee for the great work they did in wordsmithing this change to make it really forward looking and not just something that helps unblock communications committee, but is actually going to be something that serves the board and all committees in a really great way. So to that end, I'm going to go ahead and paste the motion into the chat here. And I apologize. I don't know why it made the text absolutely gigantic. Let me try pasting again. Okay, now for those who are listening in and for the record, I'm going to go ahead and read this. Whereas the governing board authorized the communications committee to create and distribute communications on behalf of the board and CV fiber in accordance with the communications committee charter, the charter, and without requiring further board approval for each communication. Whereas the CV fiber rules of procedure states, except as provided in 30 VSA chapter 82, no governing board member has authority to represent or act on behalf of the governing board unless by majority vote, the governing board has delegated such authority for a specific matter at a duly noticed meeting and such delegation is recorded in the meeting minutes. The chair, however, without such authorization, may speak for the governing board on matters of policy as well as on actions taken by the board. Whereas members of committees may be better versed in subject matter and more readily available. Whereas the executive committee recommends that the governing board adopt this course of action. Moved that we refine the rules of procedure to add the following additional sentence to the end of section a paragraph three committees may be delegated specific authority through the charter granted each committee to represent or act on behalf of the governing board regarding matters germane to the committee's activities. Second. Sorry, I was on mute discussion on that. So first thing to call the second Jerry for the minutes. I suspect I lost, but I heard rain. You lost, Matt. Forget it. All right. I was going to give it to Tom Fisher just because he's being so, you know, quiet and genteel for us. I was going to give it to him. I was actually going to jump in. Sorry, I have not had time to review this prior to the meeting. I think what you're saying makes sense for the communications committee getting out communications and how that relates. I'm wondering beyond the communications committee, does this have any other impact that we want to be careful of? And I don't know that it does, but just thinking through, you know, are there impacts for the finance committee, for example, now or down the road that we do not want them acting without board approval in some way. So the goal here is to actually give each committee the right to speak on behalf of CV Fiber for their area of focus. So as an example there, the finance committee, some representative of the finance committee may need to go into a bank on behalf of CV Fiber and represent CV Fiber's interests. And I think we would all agree that that would be something that would be germane to the finance committee's jurisdiction. The key here is that what this does is it sets up the charter of the committee to be the controlling document of sort of what is in balance versus what is out of balance. And if this means we need to go through an exercise of perhaps refining our charters and making sure that, you know, that we're explicit about those activities, perhaps we do. And frankly it's time for us to go through our, you know, go through an annual revisit of our charters anyway. So this is a great opportunity to do so. But yes, I think you're absolutely right, Tom, that there are some implications like that that we need to think through. As you say, going into a bank representing the greater board could be a good thing. But if it's, you know, oh, I've got permission to stick this million dollars in my bank account, that would be a good thing. So. Alan? Yeah, Tom, what this does, the guarantee that this can't go off the rails is that any change in a charter, addition, revision, whatever, has got to come before the full board. I mean, that's sort of the stock gap. So that a committee itself cannot go ahead and make a decision about who's going to represent if there's a broadening of their authority that it's needed. They have to come to the full board. So Jeremy, sir. The other thing that I'd say, Tom, is that this doesn't give authority to, you know, me as a member of the planning and development committee to go into a bank and talk to them about stuff. It gives authority to the planning and development committee to authorize me to go to the bank. Right. The authority isn't given to the members of the committee. It's given to the committee to then dole that out as committee sees fit. So there is that extra level of control there to prevent Ray from, you know, draining your bank accounts. And I have the wiring. I just wanted to add Jerry that at an exact, a prior executive committee meeting, Jerry has asked for us to review and revise our charters and propose and get those into the executive committee for recommendations to the full board for any changes. So the board will see something over the next few months I expect. That's the intention. So we will work through that. Jeremy, is your hand, is that residual or did we not call on you? Not a problem, sir. So on the topic that Jeremy just mentioned, I think what he's suggesting actually wouldn't be possible because as a member of the planning and development committee, that does not fall under the topic or under the subject of finance. So, but the finance committee could authorize a member of the finance committee to go to the bank, but not the planning and development committee. But yes, okay. So I made a terrible, because I'm not part of the finance committee, so I couldn't put myself in that role, but you are correct. That's why Jeremy is the only the clerk. Is there further discussion here? Is there anyone that has a problem or would like to describe how they do not appreciate this motion? Hearing none, I think that means it's unanimous consent. Thank you. I'm going to learn how to say that, but I'm on my way. We may want to announce that we are now taking a vote, and if there's no further discussion at that point, then it passes by unanimous consent. Any further discussion? No. Are there any objections? No. Yeah, exactly. Any abstentions? Thanks. Thanks for the coaching. I will actually take that to heart and take notes on that. Okay. Just be a thinker. Yeah. Shall we move then into town communications? I'm not sure if we covered this already with our discussion of the ARPA funds or if there's additional discussion that we need to have here. I was thinking more of the ARPA funds, but I'm open to something else. I know that we were discussing, let's say, a subscription to Front Porch Forum for that kind of thing, but I think, is that probably the executive committee function? Yeah. I just would, since I brought it up and everybody's going to be now curious, we're looking into, or Chuck is looking into, a method by which we could send Front Porch Forum blurbs to all 2021 communities at one time, as opposed to, or not as opposed to, but perhaps in addition to whatever individual delegates might want to submit. Right. And that's on the agenda as Chuck put in the chat. That's on the agenda for our next executive committee meeting, which is in two days. Tom? On the topic of the town ARPA funds, we have been going after it as individuals going to our own towns and certainly getting lots of help from Ray and others on making that happen. Do we want to make a more pitched effort, a consolidated effort to reach out as a body to those towns and say, look, time is ticking. Here's our chance and longer we wait, we're not going to have as much chance of getting the full money. So. Well, that's a really good point. And I think that may fall into also what we're talking about with Front Porch Forum as a vehicle, because it's really difficult to go to the individual delegates and lay on the individual delegates to have the burden of being able to have that communication. And from Porch Forum, I think it's going to be helpful to us, but I don't want to, I don't want to front load. I don't want to front load that. And whatever just came up there in the chat about Elmore, that's in the next agenda item. Additional communications, additional discussions on town communications. I think David has his hand up. Yeah. Just to say that I think there is a benefit to having the town representatives on the involved in those communications and that outreach. And just because the select board often knows the delegates and there's some, there might be some like, wait, who are these other people coming to us from CV5 or separate from the people we know. So I fully agree with kind of having a concerted effort and joined up approach, but definitely still involving delegates so that they, because they are known to the select boards. I know that's what my town would be expecting. Yeah. Jerry, you're muted. I'm sorry. We certainly need to fully engage the delegates. It's a little bit uneven though. Not everybody is able to spend the same amount of time and effort as the delegates. So we definitely need to approach this from both perspectives. Chuck, please. Yeah. I would just like to point out that once they are onboarded, it seems like a mantle that the executive director could pick up and help drive. And, you know, I do agree that delegate involvement is very important there, but, you know, hopefully we can have a driving factor there that will really kind of help it move forward more seamlessly because, you know, it's hard for us to organize those kinds of concerted efforts as a group of volunteers. That said, I would also like to say, I don't think we should wait that long because it's still going to be a little bit of time before we have that person onboard and up to speed. So I do wonder if maybe we should be putting an ask out to either the executive committee or the communications committee to try to organize something a little sooner. Understood, especially regarding the town ARPA funds. Ray and then Jeremy. Yeah, I just wanted to note that you may recall that we had somewhat of a canned town report that was signed by or had Jeremy Hansen's name on as a chair and also the delegates name that went out and it was about a page, page and a half, which also included a paragraph or two about ARPA. And so we were kind of seeding the field there with that information so that not only select board members, but also town residents would get the information. And I think that there's an effort underway that we may be sending emails out to folks that have subscribed to our other letters, perhaps with the town report itself or some modification of that so that we can get people inquiring of their elected officials about whether or not they should invest in broadband because frankly, that's why they joined CV fiber, right, to do something that they couldn't do themselves. But here is a way that they can help and we can't access tax funds. But we can do this together. Thank you, Jeremy. Yeah, so I just wanted to point out that yeah, absolutely delegate involvement would be great for this sort of outreach, but what a one, two, three, four, five, six, seven of our towns have not sent a delegate or have only sent one, zero or one delegate or sent a delegate to zero or one of our last four meetings in the last 90 days. So, you know, there's no way to reach anyone in those towns because those delegates are not active. And even on this meeting, we've only got 12 out of the 21 members. So that's a good point. And that's what I meant by the unevenness of delegate engagement. Tom. Yeah, I mean, I like the idea of where we have gotten some engagement with the towns that, you know, executive director could, you know, do more outreach. But there are 20 of us and getting in front of 20 towns like boards is going to be a challenge. And it's not like we aren't busy. I'm wondering, is there any way to drive the need only, you know, visual orientation where we have like this is these are the towns here are the ones that have how much they've each, you know, promised, how much is available to them, how much is being matched, how much is going to that town, but not your town, how much of the total bucket. I'm just wondering, is there any way to combine this in a nice Excel marketing kind of thing and then send it out on a weekly, monthly at least basis to each of the select boards, maybe put it somewhere in whether it be a, you know, the approach form doesn't really allow for visual communication, but I'm just thinking like, I'm saying to drive, like if we really want $3 million, are we willing to work for it to push the towns to put in that level of effort and how do we engage them in a way that's not going to just be like, here's a number we're trying to hit and this is kind of where you're at. Anyway, I'll start. No, that's point well taken. I'll go with Chris and then I'll go to R.D., please. So for, for Waterbury, Linda created a separate front porch form account using the waterbury at CVFiber.net handle and she actually listed it with her own name, but with that email address and then she shared the credentials with me so she and I can both post under the same account. I think it's probably a good idea for each town to do that or for somebody at CVFiber to do that on behalf of each town. And so if we did that and the executive director eventually or in the interim, you know, a representative of the communications committee had credentials for all of the towns, like it would be a little bit inconvenient because it'd have to, you know, make 20 individual posts, but at least one person could do it consistently on the same day with the same messaging. But then it would at least appear to the public as coming from that delegate where we have a delegate. That'd be my suggestion. I appreciate that, Chris. Thanks. Let me go to R.D. and then Chuck, I know you want to respond to that because this is in the wheelhouse of the communications committee. Okay. Well, I post regularly to front porch form and I get lots of responses. I also would, I agree with Tom. I think a spreadsheet showing town, ARPA actions across the district would be helpful to me in lobbying my select board. They're very eager for broadband service, but I don't think that they're aware and I'm not aware of what other towns have taken, have made commitments with respect to their ARPA funds. So in lobbying my select board and I'm up for election to the select board in March, so I may be one of those folks who's being lobbied. The more information we have about ARPA commitments that our towns are making the likelihood is that my select board will make a commitment to some of its ARPA funds. Excellent. Thank you. So let me go to Chuck and then Henry and then David Lawrence, please. Two comments on that. First is Chris in response to your proposed around front porch forum. We're actually exploring is front porch forum has a secret menu option where you pay them money and you can post to many communities on behalf of your organization and it's not an ad. It's a full fledged post. So that that is part of what we're exploring so that we can get the message out everywhere at once with a single fell swoop action on our part. That said, I would encourage all delegates to continue to engage even if we pulled the trigger on that and we live in a world where that is the case because the more people hear about us, the better and having that personal touch from people is really, really a high quality thing and gets that word out. The second thing I'll point out is this idea of a place where people can see where towns have committed and sort of what the status is and what town has committed the biggest pot and so forth. Sounds like a really great place to leverage a good tableau visualization and I'm wondering if maybe Henry had the same idea which is why his hand was next but that's the kind of thing where you can create a very slick presentation view of who was contributed and how much and kind of help get people motivated by seeing where they stack up. I'll stop there. All right then. Thank you Chuck. Henry, it's yours. And then David. Yes, so unless I'm missing something, I think this is all really important but I'm sitting here with the town of Duxbury and they're waiting for some piece of paper that they can use to make an agreement and so I think it's really important to try to finalize whatever that MOU or whatever that other term was the understanding or agreement or commitment we need to finalize the document so that we can give it to the town so we can make in the case of Duxbury, give them a piece of paper or document that they can then act on. And right now I'm waiting for that document in order to proceed with Duxbury's making a commitment to CV Fiber and I think it's great that we're going big scale but I think it's more important to scale and give people that are waiting for this document the ability to proceed with their town on their own. Chuck is this something the communication committee is putting their arms around that we can move forward with something like this? The MOU was not in the communications committee it was I think it was in PDC. I'm just going to let you respond to that but David Lawrence had his hand up but please respond to where this resides. It actually resides with me in the finance committee and I'm working it out with the CUDA and N.E.K. Excellent. Sounds like we need to get that out the door as soon as we can. David and R.D., thank you. Yeah and I just wanted to say basically the same that I know my select board is kind of hungry to understand where things are and how we're moving forward and with town meeting day fast approaching and me not having gotten any kind of data into the town report by the deadline it would certainly be great to be able to update the town at town meeting so that's kind of first in the forefront of my mind now. That's a very good point. Thank you. Okay. So it sounds like we have something that's with the finance committee to finalize and move forward Chuck I'm not sure where this is going to come up with the communications committee but it sounds like there's there's a close relationship between the two here to make this work. Agreed. Any other comments on the town communication? I don't see any more hands up. Chris I'm sorry. I can't raise my hand on the phone. I apologize. Yeah, I just wanted to express that you know having unexpectedly become my town's representative as opposed to the alternates. I wasn't closely following our soliciting of ARPA monies from our respective municipalities and so upon my initial appointment I was asked a lot of questions by the very city mayor etc and they did inquire if we would be soliciting any money and much to my now embarrassment I said no this doesn't cost the city anything to be a continued member of this entity and so now you know I'm just feeling a little stuck in that I'm not sure how to go back to them actually we do want to solicit some monies and they will be matched etc so I'm kind of stuck between a rock and a hard place it was due in part to my own ignorance but any sort of directive that this body as a larger entity could take in terms of facilitating this or onboarding new members and how to approach their respective city councils or select boards that would be greatly appreciated because I'm a little stuck quite frankly that's a really good point we need to tighten this up there's no question we've got to tighten this up and it's something that's got to float to the top of all of our agendas here to make this happen so I think I'm going to be leaning on Chris excuse me I'm going to be leaning on Chuck and Ray to coordinate what this response needs to be and because your hand is still up would you like to make a comment Chris? Yeah I have two comments one related to what we're just talking about and one not so the related one is in response what I would suggest is you know you could still you know save face and say you know technically the town does not have to contribute anything however if the town were to contribute first of all there's the possibility of you know having the funds be matched and second of all the more funds that are contributed the lower potential rates for the subscribers and potentially the quicker the build out can happen so you know you could sort of save face there and say okay yep you know the town technically does not have to give anything however you know there's an opportunity so that would be my suggestion on that and then the one other unrelated thing that's real quick I just wanted to make sure that we're okay as far as having a quorum with RD having dropped off I don't know how close we were to a quorum Jeremy Matt I'm going to rely on you sir that brings us to 11 so we're squeaking by yeah because we've got 21 towns technically still I believe and yeah so 22 yeah so 21 is just barely if we lose one more person then we're out of a meeting well that's a segue to the next heading if we're done with town communications which is town membership I personally personally don't know the status of Elmore and I don't know if there is anyone that can update us on the status we were if I remember correctly waiting for some official communication from Elmore David Healy do you have information David you're on mute sir sorry technically right now Elmore is still part of Elmore Fiber however Elmore Fibernet has agreed to take them on as well as any K Broadman so right now Elmore is going to be served by at least three CUDs but mostly it won't be us the the division in the town was Morrisville Electric is going to take the whole western part I mean Elmore Fibernet is taking the Morrisville Electric customers and any K Broadman is taking the Hardwick Electric customers so from a standpoint of reporting to CV Fiber so as I know we are you know they're still part of us until the town tells us and not part of us and David can talk but that's my understanding David Lawrence yeah I just had a quick question on that did we have anybody adjacent to them or were we just running one really long line all the way up Route 12 to get there no no no we're adjacent we're on two sides Worcester Callison Woodbury or you know okay yeah I mean Worcester is kind of close but it's still a long run from Worcester to Elmore it's a long run it is a topography makes things difficult for sure but they're adjacent towns so but the utility network is the one that finally won over this one so that's sort of my status and I forget Brian the delegate from Elmore was going to check with the select board as to whether they wanted formally withdraw from us and I have not heard back from Brian thank you Alan yeah I just want to point out there are no polls between Worcester and Elmore Katarina Katarina before you drop we're going to lose quorum if you drop is there any chance you can stay on for a few minutes more I don't believe we have any actions expected at this point so maybe the rest of this meeting is just going to be informational since we've just lost a quorum is that appropriate? We need to get an adjourn so we're on forever Yeah you should probably you should probably adjourn the risk that you have though is that if there's any quorum of the sub-entities of the governing board that are present then the quorum of those of that sort of meeting would have to be warned and it's sticky so unless there's folks from other towns where if we can get RD back eaten quickly So how about if we adjourn adjourn at this point in time because we've lost our quorum and I'm afraid that we're going to have executive committee quorums and other committee quorums Alan I would love to hear what you have to say about this You know I don't think that you would have a meeting of say the policy committee let's say there were a quorum of those members present you have to you can't say a meeting is automatically in session when you have a certain number of people that qualify as a quorum you actually have to say we're having a meeting to discuss the following so I don't think we would automatically have a meeting of the policy committee, the finance committee the communications committee just based on the numbers you actually have to go through the motions of having a meeting of dealing with business that has to deal with your committee and I don't think anything we have left is like that We're very close to adjourning here Jeremy Matt Yeah Yeah one thing that I would say is for this exact reason we should lean on towns to either provide active members or leave CV fiber and I don't know if we can you know say Elmore is out I mean looking back at this they haven't they've someone came on September 14th 2021 other than that the previous meeting was March 10th of 2020 so they kind of they haven't been here at all Roxbury is kind of a way-ish, Williamstown is the same way Woodbury you know and these towns are killing our quorum you know if we had actual business that we needed to do we'd be in big trouble right now Point taken Oh I'm sorry I forgot to put my hand down Okay so Thanks for the reminder Alan So regardless of the quorum there's two points I wanted to make and I'm going to make them very quickly one is of course the question of Elmore and where they stand I also wanted to let folks know that we've been approached but only very hesitantly by the town of Huntington which is on the other side of Duxbury it's kind of that Bolton Duxbury faced in the other side of Camelsholm I believe just to let folks know that we've been approached I've responded to an email but I haven't gotten I haven't been responded back and then the last thing I wanted to do before we adjourn is on Huntington if you want No please do Yes sir So I had a nice conversation with a gentleman from Huntington they're exploring their options because they are nestled in between two CUDs and there is an opportunity potentially to have Weitzfield Champlain Valley Telecom just directly expand into their region and so he has been tasked by the select board to start exploring gathering around what might be the best path to take so we had a bit of an informational session where I told him what we were up to and explained how we work and invited him to meet with Jerry as well and get more information from Jerry Who's the other CUD? Is it Maple? Maple Broadband That would make sense that it would be Maple or Weitzfield could do it without a CUD I guess is the way they're looking at it anyhow it's been exploratory and the gentleman did not respond back to me after I responded to him so that's where we're at with that The last thing I'd like to point out is I don't know how frequently folks are going up to our website and what your experience has been with our website but we've had some updates by Chris and Linda and I just want to give a little bit of a shout out and thank you for the folks that are helping us on the website is really critically important and it's been improving I would say I hope everybody else feels that way but it's our face to the world so it's really important so thank you and we'll need to pass that on to Linda when she's here next Is there David? Linda is on? Linda is on? Is she? Linda! I didn't see you Linda! She's on vacation I'm climbing on an airplane right now so it's a good thing you had a quorum before Christopher's here so they worked thanks to all of you for all that you do it's much appreciated any other comments before we adjourn is there anything anybody would like to bring up Tom? Sir? Just thinking about Christopher being on at the same time I made a hard effort when I started even though I was the alternate attending all of the meetings and that's what then got me into delegate but I think we should make that out and I think part of that is maybe they don't want to join because they're not having any voting authority but we need to help in times like this it's a necessary part of the job so if they're not interested in that then they shouldn't be the alternate maybe we should make that press to the towns as well but each of us as delegates should make sure that we have someone who will show up if we don't and I'm including myself I think my alternate has not been on in quite a while so Jeremy Matt? Yeah I'm in the same boat I was alternate for a while but I still do stuff another really big point is that you can still do a lot as the alternate you can't vote in the governing board maybe but you can be part of committees and vote on committees be active there and it's also a really good continuity thing when the delegate inevitably gets tired then you got someone who has institutional knowledge to step in and continue and they can participate in the conversation soon Henry I see your hand is up Yeah talking about the website I just wanted to ask for clarification because right now we're getting communication committee emails that are announcements that we're supposed to publish and we're also have a list of news in the website and this last round I just I posted things from the news from the website now is that what we want to do or do you want I'm just a little confused because we're getting announcements from two different sources which one should we use Chuck can you clarify yeah I can jump in on that so the communications committee as we go through our general update of monthly newsletter we'll always provide the monthly newsletter posted to the website the monthly newsletter sent out to our email subscriber list as well as the abstract newsletter provided to front porch forum with a link back to the website and so that's part and social media links to our newsletter on LinkedIn, Twitter and Facebook that is our normal SOP for posting that monthly update and so you can expect all of those to occur now you are more than welcome to either jump ahead of that because sometimes it takes a few days to get all of those pieces into place and if you notice something is posted you're more than welcome to proactively post it ahead of receiving that update that I send out to the board alternately since the communications committee only does that update on a monthly basis you are also more than willing to share out news that you find on the website on a more regular basis frankly as the delegate you can always post to front porch forum pointing back to the officially approved communique and add your own interpretation to it or say that I would hope you hold party line for the most part and reuse things that are already written and not try to invent things too much but you can share those things out any time you like and so it's kind of up to you if you want to be really proactive about it it's fantastic if we had more of that or if you want to wait for those updates to come through with the wording I send out to the board you can do that let's just be sure to not get ahead of our official communications so that we're all speaking from the one voice I just want to clarify that they are the same thing if I post it from the news on the website it will be the same thing that you sent out on an email to me because it didn't seem like they were exactly the same I'm just trying to post it from the best source because there's non substantive differences around formatting so for example front porch forum doesn't support html instead of having html at points we change them to text I know that part I just mean content wise it's the same website and Henry if you have any questions it's always best to check with Chuck before you send something out I just don't want to send the same thing twice we're not posting to front porch forum communities on anybody's behalf at this point time it's under discussion if that would happen we will obviously communicate more broadly so where it would be duplicative is if you have members of your community who subscribe to both front porch forum and directly to our email list they will see that content in both places if you're also posting it but that's okay the rule of communication is you generally have to communicate multiple times for a single message to stick that's not the issue it's just a matter I mean I post it to both front page front porch forum and next door so it's just a matter of just posting it once to both of them until you do it for us thank you Henry any other comments before we adjourn I want to thank everybody for being here and once you do every day for CV fiber can't be replaced I'll tell you what yeah thanks good night all thank you