 I'm calling the meeting the which meeting I'm calling the regular governing board meeting of March 12th 2024 to order with a quorum at 6.03 p.m. Are there any additions or changes to the agenda. I'm not seeing any do we have any public comment. Not seeing any let's go prior meeting minutes Jeremy do you have a motion for us. Yeah, motion to approve the February 13th 2024 meeting minutes as drafted with some late last minute revisions that John Morris provided me. Do we have a second second. Okay, seconded by Tom Fisher. Any objections to the motion. Any abstentions David Healy. Okay, David Healy is abstaining from the motion wasn't at the meeting. And the motion passes. Per minute treasure is report Lori back. Hey, good evening everybody is Dave Manix here we've got or David. Yeah, we've got a new cadence for our financial reports. They come out after the 15th, which is this week. What our new cadence has ever reported to this group before is we're going to close the books by the 15th and then on our regular finance and audit meeting will evaluate the financials and do the executive summary and send that out to this governing board. And I did send out the January results about 3 weeks ago for January and and then you'll have a chance at the next governing board to hear about the department's report. So I think this this cycle is probably about a week early for asking for a treasure's report. Do we have the January report. We do have we gone over the January stuff. We are not not for this group. We can which would be fine if you'd like to. Would you like to guys talk about January. I mean if it's if we're not going to discuss January then we may as well just remove the treasure's report from the from the agenda because it's always going to be behind. So we need to go ahead Jeremy. I was going to say that yeah we need to you know if the reports are a month behind that's fine. But I mean I think a brief summary of where we stand as of the most recent report sure is important to give to the group. Yeah. So please go ahead with that. Yeah. So the the executive summary is there's some overarching updates and then we go into the details. But the overarching update is that we still lag on our useless bills from 2023 and even stretching into 2024. We've talked about this at executive committee and Lori Beth and Bonnie and accounting are keeping a estimate of what those charges are. So we have that understanding about what that impact is to our income statement. So that's the first issue and I don't know if that's going to be corrected in 24 either. It's just a problem with useless not being timely and there's submitting of invoices. But we're working on that. But it's a known risk and we just have to monitor it. At this point it's about 1.3 million that we've been able to estimate and and reserve on our on our books. The next update is that the team is is actually got our our our balances our cash balances into a sweep account and we're we're now seeing interest on our grant funds and January reported an income of sixty five hundred dollars interest on on that cash balance and we'll continue that. Yeah. We had slower than anticipated customer installations and Janiel and David can go into that on the operations update. We are hoping to get 15 a week and we had a little bit less than that in January. So obviously that that results in less revenue coming in the final at the top and that was reflected in January's actuals. But we did get an update today and they do anticipate in getting 15 done this week. Obviously mud season is going to slow that down a bit. But I think for for a year to date we're a little bit behind on our installations that generate those that revenue strings. We've begun to expend town ARPA funds for drops in installations and we we allocated seventy six thousand five hundred in the towns of Calis East Montpelier and Worcester that focused on on the drop in installation costs. Any questions on the update on that high level summary balance sheets highlights. We had cash on hand of five points five point seven million at the end of the months. Our fixed assets which are deployed is two point eight million accounts payable one hundred and sixty grand and deferred revenue or unspent revenue on the balance sheet is four point seven million. On the income statement the we spent three hundred and ten K of our construction grant in the month of January towards construction and as I reported the town ARPA funds applied for installations with seventy six thousand and subscriber revenue of ten K and the investment income of six. So these are going to be the the OPEX metrics we're going to be watching fairly closely as we move in and begin to and to install more and more subscribers. We want to see that that top of the funnel increasing each month expenses and we had a favorable administrative costs of twenty K due to late starts on consulting and licensing and I send that information up to Janiel and she gave me an update on a couple of different expense categories that she's working on. So we're good there. There's nothing to be concerned about. The construction costs were favorable due to the fewer than planned miles constructed. We did twenty five miles of construction versus the plan of twenty seven and as I mentioned also we're going to see that lag of late billing by use this that shows up this favorability on our on our plan but we're still reserving what we think those costs are going to be. So after all that the net income was eighty four K after income and expenses. That's a highlight of our balance sheet and income statement for the finance projects updates. We're going to like Gilbert has his hand up. Yeah Alan go ahead. Sorry I wouldn't look at David I just wanted to say thank you for the work you're putting in on these reports. They're really helpful and I appreciate it. I think I think everybody else does too. And I will correct that spelling on Worcester Alan I've got your notes. So thank you. It's a big deal around here. I get it. All right. And just a quick update on finance projects. We work with Bonnie and the accounting team she's setting up the mechanism we're going to be using for starting depreciation of our fact of our fixed assets which is something that's important so that we we keep accurate records of the value of our business. And as we light up the A's and start actually deploying our assets we need to start that depreciation process. So we'll be working on that here probably in Q2 and have that that buttoned up by by the end of the second quarter so that we can start that properly. Finance team is supporting the work. Saban has asked us to work on relative to the drop policy. I think we've got an update on that. So we've done some cost analysis on on the impact of changing our policy on the drop policy. So we'll have I think at our next meeting a bit of an update on the financial impact of some decisions we need to make on that. And we've also got in the financial package if you guys look at like the next to the last page on the update of the finance update is going to be a year to date summary of our town ARPA spend and I know that's important to a lot of people about how are we deploying those town ARPA commitments and you'll be able to see that by months and the kind of the cheat sheet to that is just take your total town dollars allocated and divide that by fifteen hundred dollars and that tells you how many installations were attributed to each town. And then and then lastly the finance committee we're going to start to work on a quarterly forecast because we built the plan we use the expectations that we had for the plan and then of course everything changed and you know between grant funding and weather and other impacts are moving this further and further away from what we plan so we're going to start to give you guys a forecast of what we see on a rolling basis each quarter so that we can stay abreast of our income and our expenses. So that's the update for January and again you can expect an update for February after we get closed on the 15th. Alright anybody have any more questions for David. Okay I'm not seeing any we'll move on to construction materials and warehousing update is that you Janiel. So yeah I can start it. Yeah I'll start it and then I'll ask Lucas to for more color to it if he wants to add it but we are going through our transition with any K broadband as our new warehouse manager we've given notice to straight line broadband and their contract will end on May and we've already started the counting and the transition getting the new warehouse manager in place. We are looking good on materials we still have several reels of fiber at the WEC storage yard that we may need to clear out or not depending on what kind of heads up they give us they've given us a heads up that we might need to move those materials and we got confirmation today that our finale quantities are now up to date we just have to work on ironing out a few of the pricing of those things so that's great news. Lucas do you want to add anything to that update? So I would just add and I haven't had a chance to talk to you about this yet Janiel but I was asked by Jason at NEK to meet with the warehouse staff this week and just kind of run over their options going forward which I'm happy to do and gauge any interest that they may have in staying on which is our our best bet so yep and like you said other than that all the inventory is in I was actually in there yesterday I got eyes on it so it's definitely in there I was able to verify everything and everything else looks good. That is such good news yeah Siobhan. Yeah I just wanted to ask you to kind of give a brief update for the people who've not been able to attend for a couple of months why this change? Yeah so we we had hired straight line broadband to be our warehouse manager and inventory manager we decided that it would save resources and be more efficient if we worked with our sister CUD NEK broadband they have experience in warehouse management and we can proceed with the finale which we've been using and their expertise saving resources and and consolidating resources both human resources and warehouse resources they have the same builds the same equipment and materials that we have and it just overall will save CB fiber some money and time as well and it'll also streamline and smooth out our audit process for next year since we've both CUDs have learned a lot about the audit process so next year will be better equipped to jump on the audit and have a smoother audit process going forward great and construction we are live in for DA's we're live in CLO 1, CLO 2, RSO 1 and RSO 2 we have made significant progress after going to the public service department we've made significant progress with Hardwick Electric and they've given us the green light we are continuing to construct there and our primary focus with construction is on installation so we're focusing on getting as many installations as possible as part of our construction goal Lucas you want to add to that? I'll just add the next in line we were able to get the GMP make ready done for Gould Hill which Alan or David will correct me if I get the town wrong but I believe it's in Worcester so that'll be sort of the next phase in addition to getting back on route 14 through Woodbury as Hardwick Electric has made good progress there for us so that's our next areas David Maddox has his hand up? Yes, thank you Saban yeah, as Janiel said the focus is on installations and for us there is a backlog of customer demand that's waiting for us to install so I think it's great that we're focused on getting those installations done so we can meet those commitments and start that revenue so I think that really needs to be a primary focus for us at least for the first half of the year right Janiel? Absolutely, yep and getting people connected that's our opportunity to give amazing local customer service so that builds our reputation and it also it's revenues so that's it helps us with our funding app so it's a win-win in every direction it also helps us get to the bond market faster so there are a number of positives. Do you recall what the backlog for the weeks was Janiel that we mentioned earlier? It was free 10 minus 70 so I think it's roughly around 280 or something like that. Which was like 20 weeks or? Yeah, right and we did the calculation we thought that maybe 50% of the 20% of conduit wouldn't take but right so 20% of conduit 20% of our backlog probably needs conduit based on what we think we know and 50% of those customers may not take so we think our estimate is that it would be about 18 weeks if we consider the conduit customers so we're backlogged about 18 weeks but that doesn't consider that some people may drop out and then some people may sign on. Is it going to be more people signing on the dropping out? We don't know that's maybe a wash but if we just take what we know right now we're backlogged about 18 weeks. And the conduit folks sorry. Oh, that's okay I was just going to ask do we know why conduit folks may be dropping out is anybody telling us that? We know it's expensive we know it's expensive and also we know that we haven't been able to lay conduit since the ground froze and we might see an increase in conduit takers as we get through mud season and we probably need to get past mud season to do that but the other question there is the availability of crews to install the conduit and we have a list of conduit contractors on our website that we vetted but there is a limitation I know at the end of last fall some people weren't able to schedule conduit because there was a limitation in the workforce. So something seriously to consider is that we might want to vet more conduit contractors so that there are more available resources. And also just sometimes they have to re-up contracts while they're waiting so unfortunately they might need to wait two years or whatever the contracts are for things like Starlink or Consolidate I guess is still doing contracts for DSL which I didn't know about until recently so if they were forced to re-up a contract they may not be able to get out of it until that's expired. Yeah Okay so that does anybody have any more discussion about construction materials and warehousing otherwise we'll slide into operations that seems like a segue let's segue into operations go ahead Yeah we really did already start segueing because the big part of operations is the the installations that we're focusing on with Weitzfield and also on that drops policy with Weitzfield we have 146 147 customers as of today and we have 16 scheduled installs for next week Lucas do you want to add to that? No and that about covers it yeah I mean we're ramping up the drops and as the ground gets more clear and we can do the underground drops I'll just open up more opportunity so that's what we're looking forward to right now David Healy I was just going to say go ahead David Yeah the other operations issues that are going on that we'll be talking this week so the operations committee include the bead challenge sort of trying to deal with where do we go next in terms of our building and a few other issues like that that we'll be working on the next couple weeks Yep Does anybody else have any questions or comments about oh there's something in chat Oh that's just David talking okay Constructing conduit is not cheap yes that's what we're hearing Tom Fisher has direct experience with how not cheap it is um alright the next thing is marketing update is that you Olivia? That is me I will start with the documentary premiere of connected we are all very excited Janiel was interviewed actually the day of our callous ribbon cutting ceremony behind the scenes for that documentary and it is premiering tomorrow it's a documentary that is sponsored by VCBB and all the effort was by a local company called well told films so if you are available in the area you want to catch up with us some friendly faces we'll be in Montpelier tomorrow at the capital theater at 430 all are invited everyone from the public so if you have any friends or family that want to join please extend the invite from our behalf in terms of outreach we're seeing a slow trickle and increase for r so one and r so two we're at about a 23 percent take rate right now but again of course that doesn't consider anyone that needs conduit which is what Janiel was alluding to now we don't know if that number will increase or decrease in the weeks to come but we are hoping that as more people see their neighbors getting connected word of mouth spreads really quickly and I've been working with the friendlies for a small subset of our friendlies have needed rotting and or conduit so unfortunately they haven't been able to get installed just yet but I'm still working with friendlies to make sure that their customer service experience has gone smoothly we're still sending out new customer service services in batches every couple of weeks I do have to say since I first started there's been a dramatic shift in tone in the best way possible so kudos to everybody on the team who has made valiant efforts in order to help support and really bring world class service throughout the entire experience spring planning we'll be at the Woodbury Pie breakfast parade on March 23 we're actually donating a $99 gift certificate that to go towards an installation which is something that we're looking forward to and we're also scheduling our email outreach for a Q1 community update in April for customers I am building on a brand new page on our website with connectivity tips and tricks that's being informed by some of the frequently asked questions from the customer service team at Waitesfield so again we're now divvying up content based on where you are in the journey so if you are pre-installed you'll get one email if you are post-install and you are already a connected customer you'll get another email so now we're creating really curated pieces of content which I think will help in terms of the experience moving forward Olivia when you say 23% take rate which is what I think you said do you mean that that's orders versus how many people who could have ordered not installations correct not actually it's not okay right so when so in the world of marketing for take rate and I know that definitions are really important we take the number of orders that we currently have so people have ordered meaning they've selected their internet package divided by the eligible service points within a specific DA and that's how we get to the to the rate now we've been doing a little bit of take rate analysis also to see if that will impact our business model as well because now we actually have data points which is really exciting so we can help inform our forecast moving forward depending on how much you know extra that we need for outreach versus you know taking a step back and thinking about things a little bit more strategically because we do have a little bit of a backlog now so when we schedule let's say town hall forums we may want to wait a little bit because again lessons learned in the beginning we were maybe a little bit too early without reach and now that there's been a shift in tone we want to make sure that whatever the lead time is right if we can nail down with that lead time whether it's three months six months whatever it is what is considered within the realm of reasonableness for a customer and I think that's the biggest challenge right now. Anyone have any questions about marketing I'm not seeing any I'm going to move on to committee and board membership I'm going to start with committee some of our committees are getting a little bit light and I know that it's a time commitment I know that it's hard to carve out that time but if we could get some folks who you don't have to be on the board if you know citizens or have friends who might be willing to just serve on a committee with some expertise or just willing to help and provide input that would be great operations and Chuck your communications right Chuck is communications actually we have what policy communications operations is that it and finance finance finance that's right finance I'm sorry I did that was rude I'm sorry what what is wrong with me yeah yeah so if any of these things can be of interest to you Chuck you go ahead can you hear me yep good I would just like to announce to the board that the communications committee has opted to move our regular meeting schedule to be the third Thursday of each month starting at 1 30 p.m. in the afternoon so if that happens to make it a more viable time for somebody who would be interested in joining the communications committee we'd welcome you to join us wow not an evening meeting nice that's nice very snazzy you're trying to scoop all the committee members Chuck John Reed go ahead so I think I have time to be on a second committee if that is I don't have enough context to know it's coming and going and where it would be most useful so I kind of leave that up to you and committee chairs but be happy to do that honestly John based on what you've said and what others have said about you I think operations is the place for you and if you're willing to do operations that would be like freaking awesome we would like that a lot that's up to you and David but I'd be happy to do that David you're on mute David Manix you get your hand up I'm going to let David respond just a second I'm going to nominate John Reed to become a member of the operations committee second okay John Reed has been nominated and seconded for the operations committee do I have any contrary any no's opposed any opposed that's the word I wanted I'm not seeing any opposed any abstentions therefore John Reed you are now on the operations committee David please get him agenda that's what it's called get him an agenda and I thought you were going to say a ball cap and a cup all right David Manix you were going to say something go ahead please yeah congratulations John thanks for joining I've actually got a candidate that surfaced during our search for a finance manager role his name is John Burke and he's currently he's out of Cabot and he's currently a CFO so he's got the right skill set and he's expressed an interest in joining the finance committee we're really excited we've had added into our committee for a couple of meetings and he's chimed in and had conversations we'd like to add him to the finance committee so I'm going to put that up for consideration tonight I know the executive committee had a chance to talk to him and learn a little bit about him at the last meeting he couldn't join tonight but I did want to offer him up as a potential candidate for our committee second we can I was just going to say I think we can go ahead and accept that as a motion and a second from Chuck Burke to what was his name again I'm sorry John Burke John Burke do I hear any Burke I'm not seeing any objections do I hear any abstentions I'm not seeing any abstentions John Burke is appointed to the finance committee as civilian member thank you no thank you alright so again it takes some time to think about it I just wanted to get that out there and see if we could get some more people on because many hands make light work and we appreciate it and I won't belabor that point anymore board membership we have a number of positions that are open I know that you are here as an appointed delegate for your town or alternate but if you know anybody in any of the positions that we're missing which are I had the list up but then I had to changed everything hold on a second Montpelier Northfield and Washington I'm showing is completely empty and we need oh and Berrytown and we need an alternate for Berry City and Berrytown and I haven't seen or heard anything from Dan Jones who is the appointed alternate for Montpelier for several years David do you remember Dan have you seen or heard anything from him I don't think he has any interest okay alright I can confirm that he doesn't have the interest okay oh cool cool cool alright so I think we could probably remove Dan Jones but I think we can't do that until we get a definite statement from Montpelier on that so we can consider that alternate position is open for right now Northfield also needs an alternate Roxbury needs an alternate and Washington needs an alternate and Williamson needs an alternate technically I need an alternate because my alternate has never shown up anywhere or talked to me ever so that's where we are so if you know people tell them what a great time we have and how much fun this is and how important the work we're doing is so they can feel really good David go ahead I just want to introduce Jared if you have never met Jared Jared is going to be replacing me as a delegate from Calis beginning in May Jared do you want to introduce yourself hey I'm Jared Thomas I'm David's neighbor and I'm happy to be here welcome Jared we're happy to have you Jared all right so does anybody else have anything to say about committee or board membership I should probably mention about we've got training coming up was that the 27th yes we have board training on the 27th it will be from 530 to 8 all delegates should have received an invitation it will be human resources require training plus a fun optional training all wrapped into one two and a half hour training where we will go through a day in the life of the CV fiber and we'll talk about what is expected anticipated from delegates as well as having our human resources consultant HR happens available and doing presentation and a Q&A session it should be interactive it should be a good time educational and it will be recorded for anyone who can't make it real time it will be shown to every board member who joins later and we will do this recurring annually and Chuck Burt's got his hand up yeah Sean you indicated that Northfield needed an alternate but I thought Northfield was still down a primary delegate as well and I actually spoke yeah yes they are okay I spoke to somebody who works in Norwich about a month and a half ago and he expressed interest in joining and so I'll reach back out to him and see where his head is at and that okay thank you Chuck and Lori Beth your hand is up go ahead please yes they right after our meeting there is a town meeting and on the agenda is the delegates for CV fiber so hopefully we'll hear something yeah they put out the advertisement for people that are interested about a week ago so we'll see what happens I'm hoping that which town is this Lori Beth I'm sorry Northfield Northfield okay okay cool cool cool alright so you might not have to reach out Chuck alright somebody else had their hand up but it's gone Alan go ahead Shevaan can you just make clear to everybody I think that the training on the 27th is just online correct there's no in-person option okay just so people know that it's just online and it will be recorded so we can do this and this is a mandatory training this is something that we are required by law to have or by regulation by grant regulation there's a lot of reasons why we're having it and it's a good idea and so we're gonna do it and if I have to be there y'all have to be there no that's but we're gonna be recording it so you can watch it later so if it's not gonna work out we'll make it available any other comments or discussion about can any membership board membership training anything like that alright we're gonna move on to the human resources oh well the board training reminder we just moved into that we just did that so that's done we could cross that one off drops update Janiel you want to talk about the drops update yes so we are we originally had on our website a policy that would charge the customer $1 per foot after 400 feet starting from the takeoff pole and as you can tell by what I just said that was confusing because people were saying what is the takeoff pole where does the dollar of foot start to where to write so it just it created way more questions than answers and then when we spoke with weightsfield about what they were doing practically on the ground we learned that they just simply weren't charging the customer quoting the customer for that amount so rather than having a convoluted policy drive the practice we decided that it would make sense to have the practice drive the policy if it was financially feasible so we had weightsfield run the numbers on all of the drops that they've done so far and do an analysis on what the average cost is past past 400 feet and what it would cost CV fiber to take up that cost we made the determination that it makes much more sense to use the practical application to drive the policy rather than the other way around that the cost to CV fiber would be minimal that the confusion to the customer would be eliminated and so we're now taking the findings the numbers and we're putting it into a written policy to be considered by the executive committee and then voted on by the board so that's where we're at with that we're also doing a higher level comprehensive analysis of overall costs and that's going to be through the finance and audit committee primarily but we're looking at other costs another aside about the drops policy when we go into bead we're required to bring fiber to the home in under bead so we're going to be required to do this anyway and it just makes sense to apply the policy that we'll need to apply starting next year that our operator has been applying already across the board so that's where we're at do you want to add any because anyone else who's been on this working group want to add anything we had a large working group then yeah David Haley a lot of factors went into this and one of them is just equity the distance between an MST and a house is varied hugely depending on where the MST is and where your house is where you could be next door to an MST or you could be a thousand feet from MST so it just became a combination of factors to make the thing more equitable and easy to understand yeah one of the things that was kind of important for me in thinking about this was how can we justify charging people for a year and then suddenly not charging people when bead comes through that was one that I struggled with a lot because that's just not right Alan go ahead Tron of the connections that had been made do we know what the average length of the connection is David do you know that yeah go ahead David you're muted the way Phil gave us those numbers Alan I have them off the tip of my tongue because I had I have to tell you one thing that that I've been thinking about just recently because of somebody who called me and said they're very likely way over 400 feet and I'm starting to think oh my gosh are we going to have a whole bunch of people way over 400 I suddenly realized there are going to be a lot of people under 400 so if we have one yeah quite a few so that it's if we assume that 1500 really is going to do it for everybody whether it's 100 feet or 700 feet or 800 feet that's terrific and that seems that seems very fair to the customers and also fair to waysfield Champlain because they have less labor and fewer materials to go into a shorter drop so I I'm feeling better and better the more we move towards this much more equitable schedule we might say of cause and I think it's I think it's going to work for our our customers as well as for waysfield Champlain telecom it's going to work for us it's going to take a lot of tension off so thanks for the work it's gone into all this stuff John Morris go ahead please I'd like to get some clarification on what exactly this means my understanding is that what you're saying is that CV fiber is not going to charge the dollar a foot if a house requires more than 400 feet of fiber so if somebody's house is 700 feet from the MST or whatever they'll still get the same $99 installation cost but what if it's 700 feet and two poles have to be set are they automatically responsible for for those two poles or is CV fiber taking on the two poles what's going on with that hey Saban it's David go ahead David can I take a swing at that right yeah go ahead we're putting together a great question John we're putting together some numbers right now working with David and the NRTC design data to really understand that you know what's the risk to CV fiber in terms of cost and applicability and right now to kind of get back to a question and Alan answered about half of the total drops and that's MST to primus right all the way down about half of those are under the wire meaning they're less than 400 feet okay and the balance of them are a mixture of some increments that we put together that we'll be able to share when we give our final update but that extreme case that you referenced John is about 5% of the potential subscribers have those unusually long drops and that's what we're really trying to get our arms around is how big is the risk and what's the cost so we're putting all those variables into a spreadsheet we're looking at the potential cost to CV fiber and the potential return on saving that potential subscriber versus losing them because they don't want to make that investment and we're going to give you guys some return data that says it's a good thing to do to go ahead and invest in this relationship because in the long run due to that subscription rate we're going to be okay but we want to make sure so we're working through the numbers now we don't have anything we're ready to share yet but we're working through what that might look like are you satisfied go ahead John I'd like to ask a follow up question so it sounds like CV fiber is considering the possibility of covering the setting of poles where that's necessary it seems to me that that may not be equitable given that we already are refusing to to consider the possibility of setting conduit we already are saying that the homeowner is required to set their own conduit and I was thinking of the poles as similar to the conduit and therefore the homeowner has to provide the way to string the fiber and CV fiber is stringing the fiber right so and that's part of the analysis you know we're trying to understand what what's the cost of conduit to us you know what's the cost of of aerial drop and what's the extreme like it says about 5% of the subscribers have those unusually large and by usually large I mean greater than 1600 feet that's the population we're talking about it's about 5% so you're looking at the possibility of possibly taking on all of those installation costs yeah if that works out from an equity from an equity perspective we're trying to evaluate and there's going to be blurred lines right like what you're bringing up here so we need to work through from a policy perspective what we're going to say so we need to think of every scenario that could present itself and try to come up with something that's fair to the consumer and fair to CV fiber and that's definitely one of the variables we need to think about yes thank you you got a good question thank you yeah I mean between the two of you just struck most of the points I was going to mention which is certainly John that's where my mind went as well both the polls and the conduit thinking very much from a point of view of what is the barrier to entry for our subscribers you know that really gets it equity and it gets it our long-term feasibility and so being able to figure out you know this is the price point at which people will tend to take or tend not to take where can we meet them where can we help them and where is it hit us on our bottom line and then as David alluded to there it's not so much only looking at the cost to us but also looking at the revenue to us and figuring out what's the internal rate of return you know if we make an investment of that sort how long is it going to take us to get a payback and it may turn out that well we can do free fiber or $99 fiber for everybody but we can't do conduit because that would be an unacceptable rate of return but we can provide those feedback points you know internally and figure out okay out of these three different options this looks the most feasible or this is a rate that we're willing to accept or not so we're kind of exploring all those different options kind of different scenarios to to figure out the best option there and you done Tom yeah thanks okay John Reed go ahead so as you're looking at parameters is one of them was on the grid which would take care of maybe not all the poll situations but most of them yes just it is putting that out that is and another I think it it's been our stance just just I want to just be really clear on that for everybody who maybe hasn't been around as much our stance has always been that we're getting the customers on the grid first and we would address off the grid after we dealt with the grid customers I think our legal obligation is actually limited to on the grid but I'm not as certain of that go ahead John just the second thing to toss out I understand all the reasons do not have contracts but it would be worth considering if CB fibers upfront cost to hook somebody up exceeds a certain amount to consider a contract with that subscriber to at least be able to recoup the cost it's definitely something for us to think about do you have anything else you'd like to add there John okay we'll go let's see John Russell it is your go I've been reading about fiber and there really isn't any need to use conduit with fiber just like with coax and phone cable fiber is fiber which can be directly put into the ground without conduit so digging a deep trench and putting in all kinds of sand and stuff like that might be not necessary you know so has anybody been talking about that just don't need conduit even my many years of experience I would highly highly highly say not to do that uh-huh but the coax people are doing it and the phone company is doing it as well so if I could Shabana I think this might get down to definitions again I think when we talk about conduit we're talking about a process and maybe Lucas could talk to this where the fiber is buried with a machine at the same time it has a conduit wrap around that embeds the fiber and the conduit at the same time so we may be talking about the same thing Lucas can you talk about what that looks like there can be pbc and there can be split duct pbc is obviously the stronger material split duct works in certain scenarios generally inside not necessarily buried given Vermont's frost and critters and everything else if you don't have some kind of a strong um strong protector on it it will get broken I have spent many sleepless nights and lost weekends to things like that um so I would not ever suggest anybody direct buried fiber in Vermont if you live in the Midwest maybe or you know different terrains but not here as much I'd also like to add here that our partner Watesfield has specifications for what the requirements are in their experience and uh and so we are in a certain extent beholden to that because we're not going to be changing their specs their specs are their specs for reasons and we're not really in a position to question that John Morris I'm going to skip you and go to Jeremy because he hasn't spoken yet and then we'll come back to you John Morris go ahead Jeremy you're muted Jeremy I think maybe your head you're a beast and you're a microphone alright Jeremy you figure it out and we'll talk to John Morris while you're uh working on that um now this is embarrassing I think I have forgotten what my question was um yeah I'll have to pass thank you okay can people hear me now yes there you go Jeremy go ahead uh I was just going to say that Siobhan said pretty much exactly what I was going to say almost word for word so uh yeah no I mean we want to do something that's solid and it isn't going to break especially if we're the ones paying for it and are responsible for fixing it in the middle of the night in the middle of a ice storm when it goes out yeah um alright do I have any more questions or comments about the drops update oh Jerry Jerry Diamantini's please go ahead Jerry yeah thanks I just want to point out that you know John Morris raises a great hypothetical but the probability of as John Reed had said the probability of somebody having electricity and they don't have either poles or conduit is really really really low so I'm not sure how that would even be possible um that somebody has electric service but they don't have poles and they don't have conduit so I wouldn't get too far wrapped around this um because I'm not sure it's really a possibility I'll stop with that thank you Jerry go ahead John Morris I do remember my question but I would like to respond to Jerry um just for what it's worth um I'm imagining it's their area where somebody has conduit uh has the electricity in conduit to their house but it doesn't have room to string an additional uh fiber through that conduit which means that it either needs to be buried or poles needs to be set uh and I know that that's a possibility it's a it would be required at my house if I didn't have other situation already going on and I know some residents of my town are in exactly that situation with several hundred feet of conduit and uh they're going to have to either bury a new conduit for the fiber or set poles closer to their house uh so anyway my question is about the bead question that came up a few minutes ago um and I was wondering does the bead grant uh require us to set to pay for the conduit anyway because we are required to provide the service completely to deal do you know the answer to that um no I don't know the answer to that um I think that might be a little bit of a gray area um I I do know that we're going to have to go to every house um but in a situation where a customer might need conduit I you know I'm not sure that that I'm not sure anybody knows the answer to that at this point thank you uh Jeremy yeah uh so I also wanted to respond to Jerry and just say that I have neither poles nor conduit and I do have electricity I was wrote it to I was actually turning over my garden by hand luckily and found my electric service buried about 18 inches under the ground direct buried house built in 85 and dude and I did have my neighbor tell my garden the year before and it couldn't have been missing it by more than a couple inches so anyway just throw that out there it's not it's not going to be unheard of no fiber for you oh I'm putting in conduit you know I guess the cb fibers paying for it I'm not going to argue but um cb fiber isn't cb fiber isn't currently proposing just to get it on the record cb fiber is not currently proposing to pay for conduit that's still a customer expectation but as but as David Manick said we are assessing all of our costs at this point so the current thought is that we would we would not cover the cost of conduit but we are doing the comprehensive analysis of all pricing thanks Gino I had a sorry David but I'm going to tell a little bit of story it'll be short I had a friend who whose mother bought a cabin in the 70s and they didn't have phone service so she ran the phone line herself through the trees down to meet up with the phone line because she didn't want to pay the phone company to install it so stuff like that happens around here um that is the drops update I'm not seeing any more discussion here uh let's go to the MOU update Janiel you're drinking but I can understand that so we can wait a second no this is water oh by the way I want to just say something about this um when we're on a public meeting being recorded let's make sure that whatever we're drinking isn't an alcoholic beverage I'm just going to stop there um I think it's really important for us to remember that though um the MOU so we are talking about uh doing work with any K-Broadband they're our sister CUD contiguous to us they have about double the talents that we have and we are we are we signed an MOU with them we met with a VCBB yesterday in an executive session to give an update about where we're at and where where we're at is we are considering maybe being able to use some N-E-K ARPA funds in some areas of CV fiber now this is not a definite at this point this is something that is being considered this is something that VCBB has to consider and that we have to assess all of the addresses um that may apply um in CV fiber territory so we're looking we're looking at how we could possibly work together to optimize our grants within the state of Vermont that is funding that is currently at N-E-K how that could benefit CV fiber and future funding for CV fiber how it could mutually benefit N-E-K broadband so we're we're looking at shared resources including the warehouse management that we talked about before um and we're talking about how we can otherwise share resources financial resources human resources resources um and other things um as we start looking at BED and whether we can do a joint application in BED it has become clear that we cannot do a consortium as we originally thought we could do it is prohibited under the BED rules one CD one CUD is one CUD so now we we we want to start socializing the concept of a more traditional that would allow us to work together toward BED application that would bring both CUDs more uh more money um so we're starting from the concept of how can we maximize maximize the dollars brought into Vermont for the all the CUDs um how can that benefit CV fiber how can that benefit N-E-K broadband um we're just starting the conversations now we're in a preliminary uh we're in preliminary discussions about what this looks like um but we've brought it up to the CBB um and we have a piece of legislation in front of the legislature to consider how it will be easier for CUDs to formally merge um this would allow each CUD to keep its own structure its own organizational structure its own marketing its own customers its own brand um and still allow decisions to be made and legal uh illegal considerations for the CUDs to take advantage of those benefits that that might might be better together for instance BED optimization and how putting one application in might end up getting us significantly more funding into into the state into the CUD so there's a lot going on right now um both at the legislative level at the VCBB level and in discussions with NEK broadband David. David Healy you're on mute. NEK is submitting is is developing a loan application to USDA Reconnect that would include property uh locations in CB Fiberland so that'd be a joint 2% loan and um I don't know how good the prospects are 2% loan is certainly a lot better than 10% and um the the uh applications have to be in by March 22nd or something like that so it's a short time short time and since they have already applied one time for Reconnect grant that they got they're pretty savvy about uploading all the data into the internet to do this application so let's just hope that works for us. That would give us about 500 addresses from CB Fiber um that we could build with that 2% loan so that would be tremendous in helping with the funding app. I also uh just wanted to bring up myself that uh I like the idea that we're like divisions of a larger umbrella organization so we retain our branding we retain our section of the state and I'm hoping that we can protect that going forward um oh no John Ray don't say co-op don't say co-op the world will end if we say co-op uh David Healy your hand is still up did you have something else you wanted to say and you're muted no okay your hand is back down does anybody else have anything they would like to say about this uh all right um executive committee authority we're looking for input and discussion here Janiel do you want to lead this yeah I'd like to queue it up so um in having conversations with um with any K Broadband and other CUDs um it it's it's becoming clear that some of the major decisions that are made on a daily basis um by CB Fiber must be made well by the employees but also maybe it makes more sense to have certain decisions made by executive committee instead of by board um I'll just give you an example when we did sign the MOU with with any K Broadband any K Broadband uh structure is such that their executive committee makes decisions such as um authorization to sign MOUs and our organizational structure still requires um board approval for such things including MOUs so it had to go through our um it went through our audit committee and then it went through our finance and audit committee then it went through our executive committee then it went through board um now it didn't set us back but I could foresee in the future that there is there is a strong argument for putting some of the major decisions currently given to governing board into the hands of executive committee who might be the fewer more involved um within cv fiber leaders within cv fiber um rather than requiring a quorum of 11 for a 20 member um district it might make more sense to put some of these financial decisions MOU decisions contracts decisions in the hands of the executive committee who also meets twice a month so things would move along more quickly so uh what what I would propose is that and I want to socialize this in front of executive committee as well um that we we limit certain board authority to certain major decisions that impact cv fiber as a whole and or towns specific towns because we're we're talking about delegates here so there are going to be some there are going to be some decisions that might necessarily need to be made boardwide um David says be be great application submittal is another area I think so and you know we're looking into potentially um looking at a loan as well a six million dollar loan um with pf or with mcm um there these are these are major decisions but at the same time maybe it makes more sense for these sorts of financial decisions to be in the hands of executive committee so I wanted to start socializing that with boards and rather than taking away of the authority I want I want input from the board as to what makes sense to this board what when it comes to authority and the other thing I wanted to I'll catch you in a second Chuck is that we want to write up what these limitations will be what you know what we decide those is going to be important that we want to be nimble about but we've also run into some situations where we might have had to call a special meeting and if we have to call a special meeting it's entirely possible we're not going to get quorum for that and then it becomes longer before we deal with things okay Chuck go ahead um I would like to suggest a reframing rather than considering this as a taking away of authority of the governing board because I think the governing board technically has authority in all matters all the time it's a delegation of authority to the executive committee for matters that the governing board is willing to allow the executive committee to operate on our behalf and and I think you know that's an important framing and distinction for us to be clear on as we consider this proposal and the second thing I'll say is when we talked about this in executive committee I had indicated that it would be super helpful to see a list of the kinds of things that we think we would do such a delegation on versus things that would remain strictly a board level of authority uh Janiel I don't know if you had an opportunity to put together such a proposal and if so I'd love to see it um and that's all thank you yeah I do have something um and I'll make sure that you get it and Tom Fisher go ahead please yeah so to be clear this is a chance for us to you know ban your out a few ideas if you have ideas after this you can send it out via email um we're not making a decision tonight on changing authorities or anything this is more just hearing the idea and getting thoughts out um one idea that I brought forth at the executive committee was um how do we keep this transparent and um how do we keep the board informed of what's going on at the executive level um and so trying to create in addition to the various things we produce at these board meetings to kind of provide feedback from the different committees sort of providing a like these are called out explicit actions that were taken or things we are considering more than just a general you know this is generally what's going on but actually providing even a visual every board meeting where you can see this is what the executive committee's been doing and just make sure that we're you know standing up to the trust level that is being handed out one of the ideas that was discussed during executive committee um and that I did put in the proposal is that we might shift to a monthly um board packet similar to what VCBB does rather than doing the every other week staff report have a more comprehensive board packet that would include more of the a policy that was just adopted uh you know attachments to it that were meet the meeting potatoes of what what substance had occurred in the in the previous month or that was proposed to be occurring um in in the coming months so it it would be it would be a more comprehensive package sent out rather than as a staff rather as a staff report a couple times a month to follow executive committee it would be a board packet to be sent out prior to each um governing board hear me your hand was up and then it's down I changed my mind okay Johnery go ahead just a couple things as a new person this sounds a lot like you know natural evolution from a Berkeley and primarily all volunteer to a operational staffed organization and second thing and I defer to Alan on this is would this be a policy area or it would be worth looking at seeing what other similar organizations do in terms of how they handle authority in terms of how much is staff how much is the executive committee and how much is full board you go ahead Alan yeah I I've been thinking about this because if any of you have served on other public boards in Vermont you either experienced people you're serving thinking of you as being too bossy as a board we're not being nearly as activist as a board as you could be because I think it's a Vermont thing that people serve on boards you know where I think we're all really proud of that and even though in a lot of places you know we've had consolidation in school systems in the last five years I think the people who are now on those boards realize that what's happening is all the school schools are being basically managed through something called policy governance I don't know if you've ever heard that but if you work in the education field if you're a person who believes in local power from the bottom up you hate policy governance if you think the superintendent and the principal should be making all the decisions and they report to you what they've done within the parameters of what your policy say then you think policy governance is a really good idea so I think one of the things we don't want to lose is the fact that we're I think we're making we've made some really good connections with our communities through the work that we've done and my guess is it's not unlike what happened with the electric co-ops back in the 1930s and 1940s to the point that you know if you look at an organization like Washington Electric Co-op they still have a board that's basically pretty active you know they have very slim very slim staff they have a total of what I think about 35 employees for the whole operation and the board is very very active and makes a lot of major policy decisions after a lot of discussion so I think we should be I think we should be doing a lot of a lot of thinking talking discussion research about the ins and outs of how something like this could work so that whatever we choose works well as it possibly can but it also I think we've got to keep in mind that our relationships to each of our towns and the people in our towns is worth a lot of money it's gold you know it's we don't want to lose the trust that I think we've slowly been building up and it's getting stronger as we get more and more people connected to our system and that's what I want to make sure that we that we keep thinking about as we move to possibly a slightly different model of the of the management does anybody else have any comments or observations on this Alan go ahead okay we're done is anybody else alright um Bond sorry can I go ahead yeah sorry um yes I one of the things I was thinking about in this conversation is the really there's a relationship between the board and or the governing board and the executive committee right and also the relationship between the various policy committees I spent all my time in the legislature right and there's a lot of deference depending on the issue between policy committees and money committees right and and thinking about what is also if there is a shift to more of an executive committee driven decision-making process what is the role of various policy finance operations communications etc informing the executive committee on different decisions that they're making so that's just something I wanted to flag and something I'm thinking about as the conversation moves forward good point thank you thank you good observation anybody else have anything they want to add or discuss Alan is your hand up the rear for real this time yeah it is I just wanted to report some somebody ask at the last meeting whether we have to have a certain number of meetings a year and as far as I can tell we do not at least not according to the statutes governing CUD's what I do think we have to have is you have to have an annual meeting of a public board in Vermont and you have to set a time and place for your regular meetings if you you'll notice this around town meeting day people will be announcing what their regular meeting time is and it used to be you'd have to send all the all the stuff to newspapers and get it printed at the right time and all that kind of thing but there was supposed to be a regularity to the meetings that you did hold whether we could say we're gonna have four meetings a year I think we could probably do that for board meetings I but I think we're gonna very quickly be having a we'll find that we have to have a lawyer begin to work with us on something like this because some of the laws that are on the books on the state level could constrain this it's not just the CUD laws I think it's also the basic laws around the creation of public public entities that are supported by the government which we are I like that we're thinking about this we're being thoughtful about it we've got a lot of perspectives on it I don't know that we want to shift our meeting schedule right now we still have a lot going on and a lot to keep up with and I don't know I'm almost six years into this now so it makes me a little uncomfortable but maybe we could talk about that in the future Jeremy Hansen go ahead so given that our annual meeting in May is at the time where we elect chairs and we do that statutory statutorily required stuff maybe that's the time that we set for ourselves to perhaps consider if we wanted to shift it to something bigger it gives us a few months to think about it maybe we put an item on the agenda the next couple of times just like any immersion or any thoughts that folks have as we go into it and then actually have like a real discussion during the May meeting and then if we go to quarterly if we go to as needed or whatever then we can shift to that thank you Jeremy so the plan is right now we've got the document Janiel have you set that out to the board or just the executive committee at this point I'm just the executive committee do you want to should I send it to the whole board I can send it right now I think we've been kind of teasing them with the idea so we may as well go ahead I don't see any reason not to so everybody can have some input on it take a look at it send your comments I think it would be smoother if Janiel took the comments less work it's on the share drive it's on the share drive so it is draft proposal for cyber decision making authority I am sharing it now with the entire board so you will get it within seconds and you can make changes directly on the document so if it doesn't automatically append your initials or your name somewhere when you make a comment could you put your name in the comment please so that we know who's making the comment we've had a couple of issues with previous shared documents like that Jeremy Matt your hand is up go ahead yeah I seem to recall the whole reason that we went with the Microsoft suite is to avoid the sort of collective editing which I think falls a foul of open meeting laws so I'm not sure if we can get around I'm not sure if we can do it the way I mean I don't know you're right I realize that it's a whole lot better for Janiel to not have to have you know 25 different versions to merge but I think not yeah no I'm sorry no you're right you're right and that was an oversight on my part no Janiel I'm sorry you're right having everybody talking in the document constitutes a public meeting and it's not a warned meeting it's not available to the public and so we can't do it so I'm afraid I'm gonna and Chuck was at your point gonna be to so I'm afraid if you have comments or suggestions send them to Janiel so that she can aggregate them and I'm sorry I know you're very busy no worries and hopefully this will all be smooth and cool and Chuck now your hand is back up again so go ahead if you do want to make comments in line there is one workaround which is you can either make a copy of the document and add your comments to that copy and then share that back with Janiel whether you make that copy by making the copy in the web based interface or you download it to Microsoft Word and do it in the desktop application if you have it that is one way you can at least have the comments be still in line in the document which I know is super helpful yeah good point thank you Chuck is there any more discussion about this the executive committee authority and the document and how to deal with things I'm not seeing any so the finance update David we kind of did that earlier do you have anything additional you want to put in that just to reinforce what we've already talked about tonight you know it's pretty simple from a finance perspective we're looking at two things one is we want to fund we want to fund our construction progress that's priority number one and number two is that we want to bring on as many subscribers as possible as quickly as possible so those are our two areas of focus we've got B coming up we have a lot of subscribers in the pipeline to get installed and that's really where we want to focus our efforts is to make those to enable those two objectives and that's about all I can give you right now as far as an update yeah and we're really close to coming to terms with PFM on a sort of a back stop loan with MCM that would give us up to six million dollars at a 9.875 percent interest rate the interest rate is high but you know we don't have a lot of options on the table for private loans we may have that two percent loan that reconnect loan we may have some ARPA funds coming in for contiguous towns to any K broadband and then next year we'll have B but to fill the gap we are in a position where we were likely to sign a term sheet and start the due diligence process for this six million dollar loan at a 9.875 percent so to the extent we need to get board approval or committee approval and or executive committee approval that's something that we should at least get the authorization or you know conceptual authorization while we have the board together it's an option so anybody have any comments or questions about that ooh I'm back in the saddle we're going to stop five minutes early I'm going to go ahead and declare this meeting oh David you let me open I guess I'm mostly concerned about the impact on our long sustainable budget and financing by even taking a 10 percent loan anyway that's my own two cents yeah you're not the only one David it's a worry it's a worry definitely okay I'm not hearing any other comments and David's going to put his hand down there we go I'm going to go ahead and declare this meeting adjourned and I thank all of you for coming and participating I really appreciate all of you so much thank you and we'll talk to you later