 I just started recording the meeting. So let's call this meeting to order. I'm gonna start with an addition or a change to the agenda. I just wanna note that I mistakenly said no action expected for the executive committee charter revision. I believe there may well be an action. So I just wanna let folks know that. Are there any other additions or changes? Did you change the sequence, Jerry? Did I change the sequence, the presentation? Yeah, of anything? Yes, I did. Yes, that's the, I've sent, I put read ahead material up in the, on the one drive for today's meeting. And I don't know if anybody had the opportunity to go see any of that, but I put it up there in the hope that maybe if anybody wanted to. So I did make those changes there, Ray. Okay. Is there any public comment? Okay, so let me move into the rest of our agenda here. I'm going to introduce who has been introduced by fire the past few days. Janiel Smith, who is our employee number one new executive director. And I'm going to try really hard to stay tight to the timing on the agenda, but Janiel, I would love you just to say a little bit something about yourself and maybe about your experience for the past 48 hours. Oh wow, okay, so hi everyone. Janiel Smith, I'm excited to be the executive director of CD fiber and to be working with everyone. The last 48 hours have been, we are excitedly expecting our first fiber delivery and getting all of the pieces in line so that we can accept that delivery and checking all the boxes, dotting the eyes and crossing the T's. Although I love to say crossing your eyes to dotting the T's, right? So all of the above, very busy. My background is building rural infrastructure, mostly in telecom, cell towers. This is an exciting experience. And I welcome everybody to reach out to me as you wish, keep an open correspondence communication. So thank you and I'll stick to that, but thank you. Well, thanks Janiel. I think I can speak for the rest of us that have been working with you over the past week, even though let me say that yesterday was Janiel's first day, we've been working with her over a week, including Saturday meetings or was it Sunday? I forget, but it's been a pleasure. We're really happy to have you here and we're looking forward to continue working with you. And I see I have a hand, it looks like it's from John. Yep, just a note, David Healy and I have had a little email back and forth about taking advantage of the fiber delivery for a picture and a press release. So if there's any way to know, and David thinks he can get that Wallace Brodeur from the Times-Argus to show up, which seems like a good opportunity for them, we would need to have some advanced warning of when the fiber is going to get there or we'd have to set up some sort of thing after it gets there. I think we may have to stage this. So you may have to stage it. We might have to do it next week after the delivery, but we are still awaiting the details of the delivery. We were advised that we would get 24 to 48 hours notice for tomorrow. That probably won't happen at this point. It's a physical impossibility, but as soon as I have information, John, yes, we are, and we've spoken with Christine Holquist as well and she's on board with having this as a press event. So I agreed and you will be in the loop, John. Great, thanks. Thank you. Excellent, thank you. Jeremy, Matt, can you take us through the meeting minutes approval, please? Yeah, so motion to approve the, that's gonna be the March 8th, 2020, that 2022 meeting minutes, the March 16th, 2022 meeting minutes, and the placeholder for the March 14th, 2022 meeting that did not happen due to lack of form. So motion to approve those documents as drafted and sent to the governing board. I heard a second. All in approval, let's have an aye. Aye. Any opposed, a nay? Sounds like all are approved here. Thank you very much. So motion is moved to accept those minutes. Phil, could you please kindly walk us through the treasurer's report? You must be on mute, Phil. No. We can see your lips. Mm-hmm. Phil, are you still there? You may have to log in and log out. It says Phil is here. Try muting and unmuting, maybe, or something's definitely up with the audio. Can you hear me? Ah, there you are. We can barely hear you, Phil. You can, okay. Let me get a fancy thing. He's still here. You still hear me? Yep. Okay, my apologies. Cast position is just over $653,000. We have payables of about just over $130,000, leaving a balance of about $522,000. There will be another request for funds to be advanced. So we have plenty of cash on hand and we have plenty of about $2.4 million worth of pre-construction funds that we haven't drawn down yet. So there are plenty of funds available to do what we need to do. We just need to keep an eye on it. We will be talking to the bank about a line of credit just to help with cash flows. We have apparel, set up since we now have an employee and there is a compliance report, excuse me, a compilation report from the auditor that's in the final stages of its work. So in a nutshell, that's sort of what's happening on my side of the world. Any questions? Great. Thank you. No, I think that's okay. Somebody needs to be on mute. No, I think that's fine. Phil, thank you. Are there any questions for Phil out there? All right. Let's move on because I know we're going to have lots to talk about. Alan, is there anything from the policy committee you'd like to bring up? I know I didn't ask you specifically, but I wanted to have something on there in case there was something you'd like to bring up. The one thing that I did want to bring up, but I unfortunately forgot to send out the proposed revisions to the grants policy. I'm in the process of sending out an email to everybody with that attached. Do you want to pass over this now, or should we just put this off to the next meeting? I don't know if Ray, Ray, do you need this adopted really quickly, the revisions? The short answer is no. Okay. So why don't we hold that off? The only other thing I wanted to say about the policy committee is we are working on developing policies that will be necessary as we get closer to actually hooking people up. So we have been going through other websites and looking at what other CUDs have been doing around policies. And it's stuff like, you know, privacy policies. And it's stuff like, you know, privacy policies. It's stuff like procedures around if you want to build you're a conduit to contain your wire. Here's what you have to do here. The standards. There are a couple of federal laws that we have to have policies related to. So we're just we're just making a list and people are starting to develop language that either is ready for one of our contractors maybe is going to eventually be the ones who have to look at this stuff. I'm sure we're going to have legal counsel look at it. Janiel might be able to do that for us. But we hope to have these ready this summer. So we're not standing around where we're come to the point where we have to have answers for things like what policies apply or what rights do customers have concerning their interactions with CV fiber. That's excellent. Thank you, Alan. I really appreciate that forward looking aspect to this as opposed to reacting to the problems. Thank you. Much appreciated. So we'll have something more to discuss at our next meeting. I know that. Well, let me take a step back. Anything else for the policy committee? I think that's it. Okay. Thank you, Alan. I'll move on then to the communications committee. The same goes here. I'm pretty sure that Chuck had said that he wasn't going to be available to attend tonight's meeting, but I wanted to have a placeholder anyway. Is there anything from the communications committee that needs to be reported in today's meeting? Speaking as the vice chair of the communications committee. Nothing. I know. Okay. Thanks, John. That's, uh, that's good. Maybe I have one thing to, uh, to add to the communications committee. I just, I just found out about an hour ago. Um, I was requested to testify before the energy and technology committee, uh, for the house. This coming Friday, so I'll be there for you. Um, and also will from Vicuda. Will Anderson from Vicuda to testify on how we're spending our money. So that'll be, uh, that that'll be a good thing. I see Ray and Linda. Go ahead, Ray. We'll start with you. Yeah. One thing is that we have these two front porch forum blasts that we're doing every month. We know that the end of the month will be doing is we're blasting out a lot of, uh, wonderfully puts together, uh, that encompasses a lot of information about what we're doing. Uh, it seems appropriate that after this week where we've had two executive committee meetings and a board meeting that there's probably a sufficient amount of detail here that we could put something together that perhaps goes out next week. So we haven't kind of every other week rhythm to our, um, to our front patch front porch forum blasts. Is it, is it, is it twice a month? Is that what we purchased? Twice a month. Okay. And I'm sorry, Chuck isn't here to share with us the, uh, the impact on the hits on the website from the previous two blasts that went out in during March because there was a significant uptick in the, uh, in the hits to the website, which is good, which means more people becoming more informed about who we are and what we're doing. That's a good thing. And I think we'll see more of that, uh, from these next two, um, two, uh, blasts that are going out. Excellent. Oh, Linda, you had your hand up and then you took it down. Is, so you want to add something? Yeah. I was also going to talk about the front porch forum issue. John Walters and I are working on a communications plan, uh, with a schedule of what we should be putting up for twice a month, uh, front porch forum notices. And, um, hopefully we'll get that, uh, solidified at the next communications meeting. We want to have a second idea in the hands for every month. So we don't, uh, you know, squander any of our, uh, paid for posts. Um, you know, so we're, we're setting out a sort of a rough schedule of what we might be, you know, talking about when on front porch. Uh, it, I think it's always subject to change, uh, based on, you know, events. But we want to have at least something in the bank so that we, so that we won't miss a, a paid for post. So we might be contacting you guys, uh, and on the different committees for information about more information so that we can put these, uh, notices together. That, that's a, that's a, that's a really good idea. I, I, I do appreciate that. Now let's see who, who else has somebody else has their hand up and I'm, I'm having a little difficulty. Who's I. RD. RD, please go ahead. Well, as long as the communications committee is on the agenda, I should tell you that, um, as of, uh, April, uh, this month's communications committee meeting will be my last. I have to withdraw from the communications committee. I'm now serving on the Cabot Select Board and, uh, one of our local committees meets on the same night as the communications committee. And so I will be withdrawing from the communications committee. Uh, I'll continue to represent the town on the governing board, but I'm looking for aid replacements since my workload is getting kind of crazy. Anyway, I thought I should tell you at this point. Thank you, RD, for all the work you've done on the communications committee. Um, Linda, the amount of work that you and John have done dwarfs anything that I could possibly have thrown in the pot. I don't believe it, RD. Ray, go ahead, please. Yeah, I was wondering whether RD wanted to announce, uh, the news from Cabot. Well, at this point, um, if you'd like me to, Cabot, the Cabot Select Board, um, voted to commit $50,000 of its ARPA funds to CV Fiber, um, on the understanding that it would be matched that we would have, uh, some role to play in deciding how those funds will be spent and that they will all be spent in Cabot. And I am awaiting further, um, instructions on where, where to send the cash and when. We'll give you wiring instructions. No problem. We'll set you up, RD. Don't, don't worry about that. Thank you. Jeremy, you have a question? Yeah, I'm more of a comment. That sounds like Frontport Forum post that might help get the ball rolling for other towns. How many have, have any other towns committed? Sort of. Not officially. In the, in the, there's a, there's a number of towns in the works. Yeah. Orange needs, needs a request letter for a dollar amount. They, they need a piece of paper. So I'm waiting for a piece of paper. Okay. Um, Cabot hasn't waited for a piece of paper. Um, but I would be grateful if we would hold off on Frontport Forum announcement until there is at least one other town that has made a commitment. I don't want the Cabot Select Board to feel that they've, uh, they've gotten ahead of themselves or ahead of the rest of the district, even though we are. Uh, Tom, you have your hand up. Well, you're on mute, Tom. Yep. Sorry, I was going to point out that we do have an agenda item on this. I think in two more agenda just coming up. So it feels like it feels like we're in it. Um, so why don't we keep rolling with the town opera since we're there and folks have been chiming in about their towns and we'll just skip over that item when we get to it. Um, Shavon, do you want to finish up what you were saying before? Yeah, I just wanted to say that I went to the town called a special meeting, Orange called a special meeting, and I attended that. Talked about, you know, various options and things like that. They're putting together a task group that is the goal is to collect a bunch of suggestions for how to spend the money. Um, I am on that group. Okay. And we're meeting next week for the first time. So they, but they definitely understand the urgency and the matching funds thing. They really want to do that. And so I was at the meeting saying, so if you give us $200,000, that'll be $400,000. That's almost a third of how much it's going to cost to build out in Orange. Um, but at the end of the meeting, one of the select board members saying, you're not getting $200,000. I said, I know, but, you know, I was just you know, throwing numbers up there. But I'm hoping that maybe we could get $50,000. And you do, you do have the, the letter that describes the things that we can do for the town, the checklist? Yeah, they are, they are that they want a specific amount asked. They want a letter that says, CBFiber wants $50,000 for this purpose. They are, they they just want to get internet into the town. And at this point they're just, they're they know that it's going to be a drop in the bucket anyway. But they just want to get the fiber into town and they want to put the money to it and they want to get the big bang for the buck and they want to get the matching funds. And so the specific details are less important than just having this piece of paper that they can then say, yes, we're going to do this. We are also putting together. I'll, I'll, I'll get, I'll get you a letter that says if you want this done, it will cost X and we'll just we'll make the selection for them. I can, I can do that. Yeah, I think getting the town connected, getting the town connected is, is the town offices connected would be a good good thing because they're one of the things they're talking about is getting spending the money on getting the equipment so they can do hybrid meetings easily. So they want to get an owl and they want to get a big display and things like that. That's one of the things I'm pretty sure they're going to be spending this ARPA money on. So having a high-speed connection to the town buildings is going to be very useful. So I'm done. Okay, well, well, we'll look into that I and get you a letter that states as much. I apologize for the dog barking in the background. Alan, your hand is up, sir. Yeah, I just wanted to congratulate R.D. Eno for getting Cabot as a contributor. Worcester also has committed, did it back in September to contribute $50,000. But I wanted to tell R.D. your action, the action by the town actually drafts you officially into an army of one with a no right of appeal. We have to keep pestering right and other people about getting the memorandum of understanding ready so we can actually grease the money coming over to us. So I know Ray hates it when I send or David hates it when I send them another email saying, where is the MOU? But we got to keep moving that forward so we're all set to receive this money. I understood. Got it. Tom. Yeah, I rest the boarding forward. I got a message from the town select board for East Montpelier and I've sent a message of it along to Jerry and I think Ray and I think David got in there. But the town after hearing from Bonnie from CCR, whatever they are. RPC. Two more letters in there that they are being presented with the idea that they can take what is called a standard allocation on the ARPA funds and that by doing so they can spend the money on just about anything in town following certain minor guidelines but pretty much anything and how that would work is that they can spend the ARPA money on that. They would still be taking for most town uses. They would still be taking in tax revenue and then they could use that tax revenue which is now extra that they would like to do and so they're seeing this as a way to move forward. I don't know if that's accurate but that is how they're interpreting it and that is their intention and they have to make a decision on this I believe within the next 18 days if they want to take the standard allocation and Carl reached out to me this afternoon from the town select board again that he is going to put forward or he's trying to work together with CUDs to put forward to make for a one-time exemption from the ruling saying that CUDs have to take or cannot take tax dollars for this one purpose of ARPA so I don't know where all this lands but I'm wondering do we have a plan of action around this or at least a strong form of communication that we can give to the select boards on whether or not this is accurate and if we have a different view and evidence to back that up and unfortunately this is all on a fairly tight timeline I believe my town is going to be making a decision on this within the next week So before we take other questions is there anybody that can answer Tom's question directly Ray go ahead and then I'll go to Christian Thank you Christian The legislature will never never let a town contribute tax dollars to CV fiber under any limit you know one time ever ever it just opens the floodgates of that the only way that this can be done is through contributing the ARPA funds which is what they should do then they can use their town tax money the way it's supposed to be used because if they don't use the town tax money that way they should give the tax money back if they're not going to use it Okay Christian Christian go ahead please sir Sure not the counter Ray at all because I don't have the final ruling but this is something we were discussing and League of Cities and Towns is interpreting that this is coming in from their communications that once the standard allocation has been taken CUDs would still be a viable option because it's federal money so they're not looking at whatever the rules were in Vermont last year they're looking at what the rules were anywhere in the country so take that with a grain of salt but be in touch with League of City and Towns so they got their legal minds on it Very good thank you Tom do you want to close the loop on that discussion Your hand is still up Tom David and R.D. were both flagging so I don't want to Okay If they do go the route that Tom just described it's basically making an allocation of town resources to CV fiber and I don't I mean it's for services or for equipment we can call it anything it is it's buying something it's not like the donating to CV fiber they're getting something in return Okay Linda Chris Shank and I have gone before the Waterbury Select Board twice now and I believe we're going to be invited back on Monday the 18th usually they tell me on Friday before the Monday but I think we're getting very close we're going to have that MOU ready I'll take one for Monday I'll send it to you Thank you Okay I see Jeremy Hansen put something in the chat Jeremy do you want to speak to that Sure I guess I disagree a bit with Ray's assessment that this is an absolute positive non-starter I think that because this is a special circumstance I think the legislature could be convinced to do this I think the more conservative members would probably rebel against it but I think there is a there may be a path to this so just my two cents For a point of hand here Carl from from East Montpelier has offered to work with anybody from CV fiber who would like to work together on a legislative push or whatever you want to term it something we are amenable to and if so who should I point him to Will Anderson at the CUDA That's probably a good idea because this isn't a CV fiber issue this is a CUD issue so that's a really good point I'm going to go to RD and then I'm going to go to John Walters Just briefly let me tell you what the history of my approach is to the Cabot Select Board and I gave them I had an MOU I think David gave me an MOU many many months ago and I showed it to the Select Board I said this is what you can expect from CV fiber I said it's not a final draft and I put in a request for $100,000 and I have been coming to the Select Board regularly once a month once every couple of months and renewing my request we also heard from Bonnie what's her name? from CBRPC but also on behalf of VLCT the two of them are working in tandem she told us about the standard option which we will probably elect to to take that doesn't affect our decision about making a commitment of ARPA funds to CV fiber in any way it's allowable if we don't take the standard option and it's allowable if we do so I'm not sure that I see any particular benefit to CUDs in going for a legislative a legislative option when there is so much money coming down the pike and so much ARPA funds and our towns should already have bought into CV fiber that's why they're members one footnote before I yield the floor is that on the same day or a couple of days later the Cabot Town Office contracted with spectrum for internet services they dropped a lot they had dropped from their cable to CV to the town office and so the town has gone with spectrum I have no idea what's going to happen when CV fibers fiber optic comes online but I expect them to save a pile of money and get a vastly better service from spectrum than they're getting from consolidated but I found that ironic in any case that's the history of Cabot's commitment thanks thanks John I'll let you close out this conversation so we can move on to the next item it's kind of a conclusion remark the league is one of the best connected lobbying operations in the state house so they usually know what they're talking about it does seem a little iffy and I think we definitely need clarification on this and I think probably VQDA needs clarification on this and the broadband board needs clarification on this if the league is going around pushing this or offering it to towns we better be clear that it's something we can do so I don't know who that's for but needs to be looked into thanks I think you're absolutely right and I think that's our path forward so thank you John I appreciate that let's move on to our materials purchase update and I'll take this or at least I'll start this we have been working with TTC on doing a I'll call it a mid level design it's certainly far more than the high level design that we did with vantage point where we're at the next level of design prior to doing a detailed design but out of this design work and based on the experience that that has been shown with any K that's a little bit ahead of this ahead of us in some of our procedures here we're building a bill of materials for approximately 400 miles of fiber and we are looking to make a purchase through the VCBB as they have allowed this type of purchase for pre-construction that we are looking to put in this an RFP for this bill of materials and the point of doing this now is that we know what we need based on our designers working on this and we know that there are a long lead times to getting some of this material so we're we're putting in a purchase order within the next couple of weeks and we will be we will be doing this not with the highest not with the fine detailed level of design but that's okay because we can true that up later we have many more miles to go after we've purchased this equipment but there's a couple of things that go along with this and again this is just as an update one of the things that goes along with this with this purchase is that we're going to go out with an RFP and we think that NRTC might want to bid on providing this material along with other services that go with warehousing and inventorying this material and because that might be the case we're using another contractor that we already have MBI our intention is to use them to put out the RFP so we have a separable and separate entities that will be working for us and we won't have NRTC bidding on their own RFP if you will so I just want to make sure that everybody knows that we're working on clear lanes of agency here and then I also want to add that it's not just getting the materials once you get the materials not only do they have to be warehoused but that inventory needs to be managed and that's not a passive thing that's a very active thing for something like this because your construction crews on a daily basis are going to be taking from bins and loading trucks and going out into the field and somebody needs to be taking care of that inventory and managing it and then of course we also have to make sure that it's all insured and that it's all in a safe place that has security all of these things are going on at the same time Geneal has been a big part of her past 48 hours working on just these kinds of issues about insurance and security and following up on the work that we've already started to make sure that we close the loops on all of these loose ends that need to be needed together to create the rope that we need to pull this thing along with so that's what I wanted to put out there as an update and David or Ray Geneal is there anything you'd like to add to that? Yeah, so we're talking about the fence rentals fence purchases getting the insurance quotes all that stuff went out for insurance and and as far as identifying the identifying the fiber as ours we are we have a plan for that to just make sure that it's identified and secured and all that is happening very quickly in advance of the delivery date we think it could happen tomorrow but it might not we do know that we have security for the first 11 that are going to be delivered so we're in good shape for the first 11 and then next week as we get more we're procuring fence rentals or purchases Yeah, allow me to clarify there because I was talking about the nuts and the bolts and the hangers and the wire that's needed to hang the fiber and that material's purchase which also includes the cabinets that we need and that kind of hardware material outside plant material and what Geneal was just talking about is very much related and that is the actual fiber delivery that we should be getting this week that we have been working on to make sure that everything is secured there we've been working with WEC so that we have a place to house it and WEC has the equipment to offload the trucks et cetera so there's the 11 units that were mentioned there are the 11 spools the first 11 spools of fiber that we're getting and they're not the same size spools that you used to use when you had an apartment back there in 1971 that you used for a coffee table these things are quite large and they will be secured at a WEC facility Ray let me go on to you sir please. Yeah a couple things one is that the 11 spools represent about 45 miles out of the 300 plus mile that we're getting between now and September we were told that for 400 miles of materials those nuts those bolts the strand et cetera et cetera we would need like a 7,000 square foot warehouse we would need four or five acres to put all the rest of these outdoor materials in for example we may not be doing this alone we may wind up doing it collectively with other CUDs and so there's a whole lot of things in play but things have to happen real fast because we're going to start getting deliveries of this material July August September perhaps through the rest of the year and so Julio's got a lot of work in front of her thank you Julio Before I take a question just let me close here with as scattered as that may have sounded it is actually all coming together pretty well so we are a half a step of all of the things that are befalling us here Jeremy your hands up yeah I don't know that it really needs a response but just want to make sure that we don't forget the kind of making sure that no stray wires et cetera end up in farmers fields type problems just want to make sure one we're talking about equipment that's kind of people's minds absolutely that was of course a construction issue with the residual wires that they had left around but understood fully understood and actually one of the things that we've been telling our contractors that are out in the field and right now that would be our poll inventory folks is we do talk to them very specifically about you know they're actually the face people on the ground with CV fiber on the side of their truck out there so we expect the appropriate behavior from them but you're certainly on the mark there with that Jeremy R.D. your hand is up is that left over or do you have something you want to mention here and you're on mute R.D. okay the hand is down alright I take it that was that anything else on our materials purchase okay great then the next action we have is the executive committee charter revision and I had put this text up on the read ahead area for tonight's meeting I don't know if anyone had the opportunity to look at it it's something that we've been working on at the executive committee for quite some time quite a few meetings we've rolled through this I'm going to pass this over to Ray to walk through if that's okay with you Ray. Yeah that sounds good so I'd like to start actually with the the motion and then get into the details okay I just want to see where we're coming from where we hope to get at at the end of this and then we can go through the we can go through the details of the of the charter itself and I'll share my screen but the motion the motion notices that for example that the governing board has the authority to delegate to any of its committees powers and so you the governing board has done this in the past all of our committees have charters and all those charters have certain powers delegated to them and so this is just another we're amending the executive committee charter as it currently stands I wanted to note that you know the executive committee are people that the chairs the vice chair etc and these are people frankly that the governing board has ratified the appointments of the chairs of each of those committees so it's not like you haven't had a role the governing board hasn't had a role in the committees themselves and in addition to the fact that it's the governing board who appoints the members of the committees right so that the governing board is behind all of this the executive committee has regular meetings now twice a month I think we've already met twice this month and I think we're going to meet you know one or two more times because it's fire hose time and there's an awful lot of work and so we need to keep up with what's dynamically happening there's a lot that's happening and changes every day we're getting missives from the broadband board and Rob Fish we're getting stuff from NRTC etc etc there's a lot to do and so because of that workload we are recommending that the the governing board grant certain powers to the to the executive committee and I'm going to share my screen here and let's see so here is the proposed charter and let's see the executive committee oversees manages and coordinates the implementation of the board's actions including the day to day operations of CV fiber responsibilities over see the implementation of the board's decisions oversee coordinate the work of the CV fiber committees so all of the work of the CV fiber committees will be come through the executive board for the executive board to take action on and for those for the executive committee to recommend to the board those things that the board should take action on this is this is the same power that existed before engage and oversee the work of third parties the attorneys consultants financial agents etc let's see take such action to oversee the day to day operations not limited to the adoption of procedures and protocols to govern CV fiber activities so what are we talking about here so for example the governing board has approved the internal financial controls policy and I've drafted and I've worked with the finance committee and with our accountant etc to develop implementation procedures for those internal control it's similar to the federal government passing a law and then all the agencies then adopt regulations and rules in order to implement the law right so we need some details worked out the executive committee is in the best position to do that manage the budget well that's what you expect and also propose budget amendments oversee manage and prioritize the work of the executive director who shall report to the governing board chair make appointments to committees including board members and volunteers now this is actually the wrong one and this is not and Jerry has got his head in his hands already and let me let me get the right one but the reason the wrong one is this was deleted by the executive committee this section here was deleted make appointments to committees the executive committee said no we don't want to do that the board should continue to do that and let me find and I'll be right back is there some music or something we can play in the background let's see there we go perfect perfect perfect perfect make sure this is it here because Jerry want to not share your screen Ray because you're sharing confidence something that's marked confidential well you know it is confidential I'm just saying here we go here we go missing is that thing that said about making appointments that is making a recommendation to the board concerning the withdrawal or admission of additional district members this is frankly many of these items here have come directly from the statute which identifies what the district powers are okay so here it's not the executive committee is going to actually admit or allow the withdrawal of somebody they're actually going to make the recommendation and help vet the process and Jerry is looking at the ceiling approve the submission of grant applications amendments to grant awards et cetera issue a request for proposal and bids and enter into any contracts or for any term or duration consistent with the cv5 procurement policy the procurement policy as you may recall which the board adopted just a few months ago indicates that procurements in excess of $250,000 must come to the board okay and procurements that are off the budget between $10,000 and $250,000 have to come to the board so those things those important things are still going to come to the board solicit and administer gifts grants and bequests that's also something of the statute make contract with the state of Vermont et cetera et cetera I here approve the use of grant anticipation notes and other short term financial mechanisms as appropriate except bonds to advance the development of the network so we're not talking about bonds we're not talking about borrowing allowing the executive committee to approve the issuance of a bond that for millions and millions of dollars which will for which will be responsible for for a period of 10 to 20 years for example what we're talking about are short term financial mechanisms like the grant anticipation notes which are basically notes that one uses to get a line of credit or to borrow money from an institution like a bank in anticipation of receiving some grants and typically these grant anticipation notes are 364 days that's what the statute says they can be rolled over but they're short term reports of course report to the board meetings special meetings membership so membership chair vice chair committee chairs and clerk executive director treasurer will be ex-officio members non-voting members executive committee as will the clerk if they're not a member of the board and the chair of the governing board shall be the chair of the executive committee happy to answer any questions my apologies for getting the wrong there in the first instance Jerry you're on mute oh I said how did you know I was going to raise my hand so the the one thing I want to add because I don't know if it if it comes through when you when you look through this is that we're our intention here is to balance flexibility with accountability and what we what we need to be able to do since we're not going to get a quorum three or four times a month with the with the governing board is to be able to move as much as we reasonably can through the executive committee but the governing board is still the one that is plotting the navigation course even though the executive committee might have their hand on the tiller it's the governing board that is laying out the navigation course for us because they control the budget they control who's on the executive committee etc etc but there are a number of hands lining up here so I'm going to start with Jeremy and then I'm going to move to Tom Fisher and then I'll get to the others go ahead Jeremy Jerry I guess my comment is I'm getting a bunch of feed I guess my comment here is my question is I've obviously been a member of the executive committee I understand the motivation here what do you envision the purpose of the overall governing board being because this seems like almost nearly everything that's in statute that the CV Fiber governing board is empowered to do being passed along to the executive committee and I don't disagree that some streamlining is necessary it just seems like having some clarity about what's the board's role I mean is it going to meet once a month and say well you're doing a great job and then we punch the clock and we're done by 6.15 or what is the ongoing role of the governing board to be with this charter change so let me give a first response to that and that is I was trying to do this maritime analogy here we have a set of guidelines implementation guidelines if you will or policies that are in place that certainly set monetary limits on what the governing board can approve so a lot of the reading of this charter is recommendation to the governing board and not necessarily totally taking the action from the governing board and I think the governing board having the ability to say yay or nay to virtually all expenditures over $10,000 and certainly if they're outside of the budget and then having the approval and the development of the budget mostly the approval being with the governing board and then the expenditures from that budget being with the governing board and the identification of members of the executive committee being with the governing board I think there's quite a lot of discretion left to the governing board on how we move forward but I must say that we are in an environment where decisions need to be made on a very regular basis what we need the governing board to do is set the parameters that within these parameters the decision can be made by the executive committee and from that allow the executive committee to move forward and just let me give one case in point here actually I shouldn't even say one case in point I can give three cases in point that are coming up on the rest of our agenda tonight and each of those items has been through a working group a committee the executive committee and now coming to the governing board but once that gets to the governing board and is approved where the expectation is now that the governing board has said get me from here to our destination the executive committee will make those minor course corrections to get to that destination and before I go down the list of folks with their hands up is there anybody that wants to directly address what was mentioned by Jeremy okay let me go to David Healy who's been very patient I have two questions one for Ray can you give an example of what change would happen from something we've done in the past year that would be reflected in this new policy and the second one who is authority for applying for grants who would have the authority for applying for grants in this it is an item here H the executive committee would have that authority I give some examples of yes I can give some examples for coming up on this Thursday night executive committee agenda if this passes and that is this the governing board approved entering into a contract with mission broadband on Thursday night if this passes the executive committee will be taking action on whether or not to issue work orders to mission broadband to do things like the RFP for materials to do the pole inventory application work that needs to be done and there's also another issue having to do with negotiating with transport contractors for example that's the level of detail work that the executive committee is drilling down on on a regular basis that is not the kind of work that the board has sufficient background or time and with the possibility of not having quorums on a monthly meeting we expose ourselves to not being able to go through the wickets in a timely fashion that we need to so those are just a couple of examples now thanks Ray I'm going to go to Tom Fischer next Tom thank you I have some of the same reservations as Jeremy had looking through this seeing that there are quite a number of things in here that seem to have previously been board items that are now being subsumed under the executive committee and on one hand I'm hesitant to bring it up because I think there is a lot of quick action that needs needed right now and I understand the need for the executive board to be able to act and they're the ones with the expertise and background knowledge to be able to do that action in a timely and effective manner at the same time this is a document that is going to stand until there's a reason to change it and that reason is probably not going to be one that we like if it's something like someone coming in and saying oh the executive committee has the ability to solicit and accept grants but it's not something that's in accordance with the board's wishes and so I'm concerned that the way this is written it has the potential for somewhere down the line it being abused in ways that we've unfortunately seen in Vermont and I'm hesitant to grant the executive committee this power and not have it be some sort of check on it or time limit or some other way to prevent this from being abidus. Tom let me ask you is there a specific line item that is there a word change that you want to recommend? Word change would take some time I can point out where I see issues but adoption of policies and procedures and protocols that they feel necessary to manage day to day operations the adoption of policies has kind of always been a board item the ability to go after solicit, accept or administer gifts or grants is something that I could see easily abused one of the point about these is it says the executive the executive committee will and is this intended to mean that as a group there must be a majority vote for something along these lines to happen or will there be cases where an individual like the chair of the executive committee would be able to make a call or represent the board? No the executive committee works in the same way as the governing board in that there must be a quorum and there are votes for each it works in the exact same rules of order let me let me move on to Phil you've had your hand up go ahead Phil. Okay can you hear me? Yes sir. I think it makes a lot of sense to have a separation between what I'll say operational decisions and strategic long-term planning decisions and it makes a lot of sense to have a well informed core group that's made up I'll say of department heads or committee chairs that can think and coordinate across different disciplines if you will to make sure that everything is represented fairly to do that level of decision making with a full board I don't know if any of you have edited documents with more than well more than two people it gets cumbersome with five or ten people it gets impossible I see it the same way of trying to make decisions operational decisions and that's really the difference here it's almost making the executive committee staff and keeping the board focused on the bigger long-term perspective I really like that analogy thank you Phil because I want to make one statement about the executive committee basically the folks that are on the or there are four people on the executive committee that have basically been working full time maybe full time plus and I truly mean over 40 hours a week and that's what it takes to make this thing happen and that is part of the rationale behind what we're asking here not everybody on the executive committee is able to do that and some of them are ex-officials so they don't vote but it takes a level of involvement that the folks on the general board just don't have the luxury they may want to they may love to but they simply only have so many hours in the day and that's part of the driver behind this and I really like the analogy of looking at the executive committee almost as the staff of the governing board that really makes a lot of sense I'm going to go to RD and then Jeremy and then Ray please thank you Jerry I I think it's probably useful to look at this proposed charter in the context of the other board documents the board's bylaws for example I'm looking at this I'm wondering how many members are there on the executive committee is there a minimum number of members and hence what constitutes a quorum I suppose all that could be found in the bylaws but I haven't referred to the bylaws I think it may be important for for governing board members to familiarize themselves with how this charter fits in with all of the other documents all of the other chartering and empowering documents and I mean I do share Tom's reservations about adopting policies, procedures and protocols my impression has been that there is a policy committee that formulates policy and presents those policies to the full board for its approval on the other hand I think Phil is correct and I've seen this in other nonprofits that you need a essentially a staff to manage and conduct today operations of the organization and the charter for the executive committee or to give it exactly as much authority as it needs to fulfill that fundamental purpose so while I have some reservations if this needs to be advanced expeditiously I'm prepared to vote for it but I haven't done all of my homework in familiarizing myself with the entire or re-familiarizing myself with the entire governing landscape of CB fiber that's my comment thank you RD your comments well taken I don't know if you can see the screen or if you're only doing this by phone RD but Ray has highlighted the membership it's the executive committee is the chair the vice chair of the governing board and then the chairs of all the other committees plus the treasurer and the executive director and the the clerk if the clerk is not also a member of the governing board so I believe I am up to Jeremy Matt and then Ray yes so I went to lower my hand and it was on the wrong window so one thing that I would know for the one that's come up a lot with Tom and just now with Argie is approving policies that sounds overly broad I agree but if you read what it says it says approved policies in accordance with the procurement policy the procurement policy is a document that is in a lot of ways kind of dictated to us by statute and you know we don't really have much choice it's just you know we need to do things to implement that so I think that's what that item is talking about it's not sort of broad you know policy you know we're going to you know adopt the I don't know whatever policy governing you know gifts to board members or whatever that's not what this is talking about my other thing was I had a question for Tom you said something about being able to accept grants and gifts as being open for abuse and it sounded like you had examples of that happening is that something that you could share I don't find an exact example that matches that I was thinking in general I've been abuses of power within non-profit organizations within Vermont within the last 10 years I think there's various headlines you can look at that as far as the policies comment there is a I was looking at section B1 D saying take such actions as appropriate to oversee, manage and direct the day to day operations of CB5 including but not limited to the adoption of policies, procedures and protocols to govern CB5 activities there's no reference there to anything else that I can tell oh I was looking at item 2 which is governing policies contract or in accordance with adopted procurement policy okay yeah never mind I take that back so should the word adoption of operational policies, procedures and protocols yeah I think some sort of language like that would help to to limit the still allow Ray are you ready to chime in here before I go to David Went and Alan Gilbert yes please several things Tom the executive committee is a consensus organization there's seven or more of us here consensus organization and let me give you an example we had a meeting on the 28th of March and I had a proposal before the committee and well the committee would have voted for it there were still some reservations and I withdrew it and we had the meeting last night and took care of all those reservations and we all got on the same page secondly it's the executive committee is an open meeting and anytime we go into executive session we can't recall a time when we didn't bring allow any board member to also participate be in the executive session we don't vote in executive session anyway but they had an opportunity for input they could listen etc and then we always if we take any action outside of executive session they're there as well to comment for example obviously they don't vote the second the last thing is this can I just respond to that I'm not in any way trying to accuse the executive committee of clandestine operations I'm saying this is a document that is going to live as part of our documentation for the next hopefully 100 years and I was just concerned that there are parts in here that read like if someone is overseeing the third party contractors is that something that's being done as a group or is that something that's being done by the chair or I'm just trying to get some clarification on different components of this document and making sure that it is intending what you want it to intend because I want this to be an effective document that lets you do what you want to do so the third party contract is by the way was in the original charter and we have a process by which if it's poll inventory work David Healy accepts the work the executive committee approves the bill in this process now we're going to be folding Janiel into this and so over many of these contracts Janiel will have contract oversight for example but subject matter experts like Dave of the GIS and poll inventories may continue to provide input with regard to the acceptance so I wasn't thinking that you were actually thinking that we were doing something clandestine etcetera but I wanted to make sure that everybody understood that the meetings are open to any board member we make them publicly available and they can participate we always go into executive session on certain things and they can participate the last thing is on D the executive committee will D take such actions as appropriate to oversee, manage and direct the day to day operations of CV fiber including but not limited to the adoption of policies, procedures and protocols to withdraw the language of policies so it says the adoption of procedures and protocols to govern CV fiber activities and hopefully that will alleviate some of the concerns about whether or not the executive committee is usurping what is appropriately a board role it was intended to be limited to certain things but frankly I think we can get to what we need to get to with procedures and protocols for example on Thursday night implementation guidelines for the internal financial controls policy that was adopted by the board and those guidelines talk about who signs off on stuff how they have to sign off on stuff what the auditing process is that isn't a board kind of a thing they gave us the policy and these are processes and things that we have to implement in order to make that policy work so I'm happy to when I make the motion to make the motion to that would not include of policies for the charter change that sounds good Ray thank you before we get that far I have David Wendt and then Alan Gilbert both have their hands up so David go ahead sir sure thank you I recognize the exceptional work that the Executive Committee has been doing and the amount of work that is done by that group and I wonder and forgive me for not being intimately familiar with the details of the policies governing the Executive Committee but if there wouldn't be a value or if it's already been done in terms of identifying what specific decisions and actions the Executive Committee needs to explicitly bring to the board report to the board in the governing board report backs from the different committees and I say that knowing that there's the Executive Committee meeting minutes all the meetings are open to the board members to attend but the sheer volume of content and the amount of expertise that's required I think for the members it means that a lot of the there may be things and decisions that are taken where there are some of these powers just having that ability to ensure that the board is explicitly informed about those decisions as they're taken just to make sure that there doesn't I think that those concerns that Tom was raising about how it could evolve into a situation or down the road something could come up where people feel like the Executive Committee is not acting following the strategic intent of the board 50 years from now or 20 years from now or 10 years from now but trying to figure out and I would be in favor of adopting this and having the Executive Committee look at it and identify what are the things that really need to the board needs to be aware of and paying attention to and making sure that those things are explicitly part of the the report back informally within the policies of the Executive Committee that those are things that are required to be in the report to the board. Thanks. Thank you David I appreciate that and you know this there is a little bit of a two way street here in that when there's an Executive Committee meeting there is a the meeting is warned and it's the announcement is to the entire Governing Board not just to the Executive Committee so the meeting is warned to the entire Governing Board the minutes are taken the meeting is recorded and if the Governing Board feels that there is something going on at the Executive Committee level and this is all thoroughly transparent if there's anything going on then the Governing Board can say help you know we need to make a change here and the Governing Board can certainly change what the Executive Committee is allowed to do we're asking at this point for the Governing Board to make a change to the allow the Executive Committee to adapt to what it sees are the needs of the moment but it may be the case that in three months or in 30 months or never that the Governing Board feels that you know we've been looking over the shoulder the Executive Committee and we would like to pull in the reins on this item and that is always available this is totally open and the idea here really is to be able to make decisions on an operational basis less than once a month more frequently than once a month so I'll stop there and I'll go to Alan go ahead Alan please Alan I believe you're still on mute I'm sorry you didn't hear the four score seven years ago opening there Tom I appreciate you're bringing this question up and it's one believe me I've been struggling with I'm the Chair of the Policy Committee so I'm on the Executive Committee I also for 12 years was the Executive Director of an organization that went through exactly what CV Fiber is going through at the present time and that is changing from a bottoms up volunteer led organization with no professional staff to an organization that is now hiring professional staff and is making lots of contracts with any of a number of vendors so in in making that transition from a citizen led a board member overseen operation to one that's different is really difficult and it's going to continue to be difficult for some time because those of us who have been around for a while on the board are so used to expecting the board to do all kinds of things that slowly is going to have to transmit it's going to have to be given over to to other people to be doing and that's a really hard change to make I will say I'm now reading this language that you've pointed to way different than I did when I was at the executive committee meeting where we talked about this specific section section D and I would agree this sounds like this is Vladimir Putin able to take over not only just Ukraine but most of the world take such actions as appropriate to oversee, manage and direct the day-to-day operations of CV Fiber da da da da I think there's something wrong with the way the language is trying to say something that's not what's really there because frankly that the adoption of procedures and protocols is incorrect what's meant is that the executive committee has to approve a policy to go on to the full board after the executive committee has done its due diligence looking at the policy and being able to make a recommendation to the board what it thinks the board should be doing about it that is clearly not communicated in that section D and I if believe me, I'm the last person in the world to say it's fine if a committee a specific committee that's not the board can adopt policies and procedures that's not that can't happen policies, procedures and protocols have to be adopted by the whole board and we have to figure out some way to get this language more sharp so that that's what's stated and that's what's understood because I think you're right the way you interpreted it was not the way that it was meant to be but I can see why you would do that so I appreciate you bringing this up so can we can we change that language right now to to to put a you know what I would do go ahead Alan please I would change it to simply the opening part of the sentence take such actions as appropriate to oversee, manage and direct the day-to-day operations of CV fiber period that's exactly where I was going thank you yeah go ahead Alan and then and then if there are problems that come up in the way this is actually this this fairly broad statement is being used then it can come up and the board can discuss whether or not the executive committee was right in doing some taking some action that the board thinks should have had more review I think my my conception of the executive committee was it was trying to put together a whole bunch of the difficult work and have at least a recommendation come what should be done next for the full board to consider because there are so many details on so much of what's happening now that it would be as Jerry and others have said it would be impossible for a board of five, seven, let alone 20 people to make the whole thing work I'm frankly not happy with saying that the executive committee is going to take actions as appropriate to oversee managing direct to day to day operations of CV fiber yet we just hired an executive director in my experience of working on nonprofits when you hire an executive director this is the language that you would put in the job description and then the responsibilities of the executive director and I'm not reading it again you know I'm not quite sure if we really mean to do this this is we want to make sure the board is not doing the overseeing managing and directing especially the directing of the day to day operations that's that's not what we want to be doing I concur it's not the board the intention was not for the board to be doing that the intention was for the executive committee to be doing that through the executive director I'm going to go now let's see a lot of hands up again I'm going to go to Tom and then Jeremy please I like the suggestions Alan I think there might be others I would make I having just gotten this email apparently at 11 this morning and seen it at 5 this afternoon when I got off work and had all of about an hour to eat dinner with my kids and review this while doing that at the same time I would prefer to have more time to review this I understand we're trying to you know walk and chew gum at the same time here but if it's not something that we have a super high priority need to get this out the door now I would prefer to have this linger so we can have some time to really dive into this well allow me to remind you that when we tried to do a special meeting we did not get a quorum so are we waiting for a month to consider these actions and just just putting that out there let me go to my question to me my question was is this something that we need to get out now or is this something that does not because I'm willing to potentially you know let's move forward to this I just don't have the information of whether or not this is something that can take the time on or that we don't I appreciate that I if we can if we can amend this now that would be quite excellent so that we can move forward with with with the bulk of it that would be quite excellent but let let me go to rd and then Jeremy Matt and then Ray please I would be happy with raising the nation to drop policies from a paragraph b1d just and just ask the board imagine what would happen if our executive director resigned or was injured and couldn't fulfill her functions somebody would have to step in and manage and oversee and direct the day to day operations of cd fiber so I think we're authorizing the executive committee to do that and relying on the executive committee to fulfill its function with respect to the executive director I I'm perfectly comfortable with the drop out of policy that Ray suggested however let me also point out that in part a where is it part a 2 the cd fiber governing board approves policies well does the does the governing board approve I withdraw my comment I thought it was referring to the executive committee I'm happy with Ray's commendations and I think we should vote and get this out the door thank you rd that's that's helpful Jeremy please go ahead and after you is Ray I believe yeah might I'll be quick my recommendation would be to edit that item d and move the adoption or rather than have the executive committee adopt policies and procedures have read something like recommended to the to the governing board adoption of policies procedures and protocols because I do think that there is a space for the executive committee to recommend to the board policies procedures etc that should be adopted by two cents thanks no you're absolutely right in that that is the the typical procedure Ray there's been a lot of discussion here I don't I can't quite tell if you it looks like you're doing some some changes to the text are we getting close to making a motion here where are we right on this my take my takeaway on this is that that the that the board is concerned that be trampling on some things that ought to be left to the board's discretion in and the use of the word policy was probably not not well well considered in this particular in this particular section here and one asked if we didn't take action tonight what would the impact be the impact would be on Thursday night the executive committee wouldn't be able to take action on six things the impact of making this deletion here and let me just let me just reject that for a second the procedures and protocols would mean that we would be able to take action on one thing the implementation guidelines for the internal controls internal financial controls but I'm prepared to jettison all of this in order to salvage the the rest of it if my preference would be however would be to delete this and leave it and leave it like that procedures if you do that there goes the Oxford that we don't need anymore because we have three things in a row right so that would be my preference how about if we make the motion right and see as opposed to maybe there's a friendly amendment that will come up with an additional change let's go through the motion okay so let me put the motion back in the is that it there let's get that back over here so the motion is this whereas the governing board has authority to establish one or more committees and grant and delegate to them such powers as a deems necessary in accordance with 30 vsa chapter 82 section 30 71 whereas the executive committee consists of the chair vice chair committee chairs clerk and others as ex-officio non-voting members meets twice monthly and as needed whereas the executive committee requires the authority necessary to address and manage the dynamic myriad and varied business details of cb fiber it is hereby moved that the governing board approve the amended executive committee charter dated March 28 2022 as amended and the amendment being a policies we have a second Jeremy Jeremy got in there with a second is there any discussion on this before we take a vote please Alan I think I see your hand I would like to move to amend by striking the language of one D and recommit this section to the executive committee for further clarity as to how the responsibilities stated within it can be better managed and if I may say I'm doing this because I think it's the right thing to do and I'm doing it out of respect for the for the full board I I think is as somebody who said on full boards I I know what you're feeling and thinking about this and I think we owe it to you to get this straight and not just pass it and say it's going to be fine I think we can I think we can do a better job writing this second that so we can move it forward I guess my question to Ray and everyone else would be if we strike D does that mean that those six things that we had on the executive committee can't get done are those specifically be one the items just one item just one item if we strike all of D right okay okay so now before accepting that as a possible friendly amendment in the interest of moving this forward as well is there any more discussion on Alan's suggestion I think Tom has his hand up on that you're on mute Tom I'm sorry yep not my other purposes it was not a court it was not related to Alan's well I'm willing to accept Alan's amendment as a friendly amendment if it's seconded by who Jerry second it was seconded by Jeremy he said he seconded that Alan Alan made it as an official motion rather than as a friendly amendment so I don't know if you want to make it a friendly amendment I would accept that Alan I'm willing to accept it as a friendly amendment so that that takes care of the issue all right very good so then let's get to Tom and R.D. you have your hand up but you've had it up all this time I don't know if it's residual go ahead Tom I note that the overseeing managing direct day to day operations is already covered by A3 so it's agreeable to Ray to withdraw this paragraph I'm agreeable understood thank you go ahead go ahead Tom I was curious on D1J if there could be a little bit more explanation of what the intent is there it just seems like a spot that is it's vague enough that it could be taken broadly and so I just want to make sure that we're we're going far I'm not sound against it I just would like to hear that is word for word out of the statute I believe so that is one of the things that the statute gives to the CUDs to be able to do it's word for word right so why would be moving it to the executive committee as opposed to the governing board I would say that it's because the committee is the committee of action and so this isn't the board isn't probably going to be actively doing a solicitation or accepting accepting grants so for example let's just take that let's just take the cabinet grant that was just awarded right or committed we the the executive committee could accept that doesn't have to go to the board for example I'm the reason I'm airing it is I recall maybe two years ago a significant amount of debate going on on the board about who is allowed to accept grants and does that have to go to a board vote and I believe some policy created around that and I have no problem with this going to be I just wanted to point that out that that is a fairly significant divergence from a large topic of discussion we had previously which is to be expected as as Alan had described as as we go from you know a grassroots organization that was trying to build something to an organization that now has something built if you will and needs to move it forward those the responsibilities change over time as the facts change and as the requirements of decisions have changed but Alan your hand is up sir please go ahead yeah Tom one of the things that happened because I didn't get the revised policy or grant submissions after people in time for us to look at it tonight you haven't seen how that policy has been changed the first sentence after the preamble to the new policy is that the executive committee shall approve the submitter the submission of all grants and the execution of grant awards and I don't know if that would make things clear and if that's what you want to see but I think people felt there had to be a committee that at some point had to look at and approve the submitter and the submission of grants and my understanding there's nothing there's nothing here that says the governing board will approve all say the governing board chair shall be responsible for executing all grant awards so again maybe this is one of those issues I think it's covered by what this new policy is going to be but I'm not sure it's what you would like it to be or what you think it should be so maybe we've got to look at this again too this is hard stuff I totally respect what you're saying about who should give approval for what and I totally respect the people who are trying to get all the work done that is starting to flow through like you know water road and Niagara Falls kind of stuff it's really hard to figure this out so we have a motion that has been seconded and there's a friendly amendment that's been accepted so I'm going to ask for a vote and what I'm going to do is I'm going to do a do a roll call vote here I'm going to go name by name and and we will we'll just figure out where we stand on this so that we can move forward because there's a lot more on this agenda folks yeah so Alan I'm going to start with you because your name happens to be at the top of the list Jerry just a note Jerry I do have a list of the voting delegates because there are some alternates who are here but we're voting because of people missing so if you wanted I could go through the list yes please in order okay so Alan Gilbert Worcester yes David Haley Callis you're muted David yes Jeremy Matt Plainfield yes Linda Gravel Waterbury yes Ray Pelletier Northfield yes Tom Fisher East Montpelier staying John Morris Marshfield yes Jerry D'Amintides Berlin yes R.D. Eno Cabot yes David Wendt Duxbury yes Jonathan Williams Barry City yes Siobhan Pericone orange yes Katarina Mack Washington Katarina had to leave oh I did not see her leave yeah she left a little while ago okay David Lawrence yes Sam Rosenberg more town actually did not see Sam on the meeting okay so I guess Sam is no longer with us either is there anyone who believes that they should be a voting member who I missed my count is that that passes do you agree Jerry oh yes it passes certainly not unanimous but quite well passes with one abstention yes and we speaking for the executive committee to the board we serve at your convenience something is not right stomp on us immediately want Jerry stomp on Jerry yes that is fine stomp on Jerry well thank you very much and I you have no idea how much I appreciate and love the discussion and the input I just want to say that personally we really need to move on because my god we have stuff to cover that is extremely important I would like to move on to the construction sequencing David do you do you want to do that presentation would you like me to do that what's good for you sir I think we need to go into executive session so if Ray do you have the text for doing that no I think you're right I'm sure before we go and before we do that I see David Lawrence has his hand up David I just want to say really quickly that the minute should probably be at the end of the next three items that we are more civil than stomping on people I appreciate the sense of humor with which it was offered and yet still for posterity we are not a stomping body I hope thank you sir Jerry I would like to note in advance that my expectation is that the next three items are actually in executive session yes that's correct that's why they're bunched that would be go in executive session for all three come out of executive session take such action as necessary and so let me pull together that let me pull together that motion yes thank you motion will be a little in co-aid because I wasn't thinking that John in the meantime I see that your your hand is up since I'm not I'm not allowed in executive session can I somehow be notified when you're coming back out so that I can catch up with whatever you might decide yes we can figure out a way to do that who has John's text John if you email me I can text you when we leave Jeremy Matt said that yes that was Jeremy Matt okay and Siobhan I think we're okay with quorum because Christopher Shank wasn't contributing to quorum anyways let's see according to the where is it we had originally 15 out of 21 so I think that we are good but we shouldn't lose anything we gotta move fast we should move fast good luck with that though you have a question sir unfortunately Christopher we want to make sure we include all the alternates I think we should include them as much as we can of these executive sessions so that they're able to step in and we can meet quorum on future meetings when somebody can't be there I agree wholeheartedly RD you have your hand up sir can we move to admit John to the executive session I think that we can Alan has his hand up the person has to have information relevant to the discussion within the executive session to be able to be invited in so you can't just say oh yeah that's fine if this person comes in you have to have a reason why the person should be included and the main reason has to do with does this person have the information that we otherwise wouldn't have thank you I withdrawed my suggestion sorry John yeah that's why we haven't had John in the past frequently yeah we have you have done so before you know I think at some point in the maturing of our organization it might be useful to have the primary communications person whether it's me or some professional down the road to be an ex-officio member let me ask you a question John are you the vice chair yes and Chuck isn't here I'll let you you're going to be up tonight so Chuck is here and so he's kind of acting instead not a delegate not a voting member yeah let's let's bring John into this one for that purpose did you hear you didn't hear that Alan but no I'm sorry John is on the John is the vice chair of the communications committee and for that purpose we are thinking of bringing him into the executive session I would say he definitely has important information to add to the discussion okay thank you let's let's get that motion going I will so move your hand is up what's up Jeremy yeah so I just wanted the people that are others present that should be included in the included or excluded are Janelle Smith Christian Meyer Orca Phil John Walters John Zimmerman is no longer here a Marshall Cottrell sorry if I mispronounced your name I don't recognize that name but if that is someone who should be included we should recognize them Marshall he's a member of East Moctelier who is interested in learning more about CP fiber but I don't think he would be part of the executive okay so we will we'll do that without Marshall then okay Ray we're ready for your motion sir please this is one of those things where there's two votes one is a finding that the information if it were public would put CP fiber at a competitive disadvantage and so we vote on that and the second vote is that we actually go into executive session and we bring into executive session anybody else we want to include okay so now I'm going to paste into the chat room here the motion will need some ad living as we go but it's something like this move the pursuant to one VSA section 313 alpha one alpha we find that premature public knowledge of our discussions related to the CV fiber construction sequence and contract negotiations with CV fiber network designer and construction manager and what was the other part oh and the contract discussions with our ISP and network manager would put CV fiber at a competitive disadvantage move that we entered okay that's the first motion second is there a reason why Janielle Smith is not included this isn't the motion that's the next step into it she will be included in the next step thank you okay so uh Alan your hand is raised yeah no I just had let me read when we get to the next question exactly what the statutory language says about exclusion I don't think we need it now but I do have it open in front of me okay very good so we have a motion in front of us we have a second all in favor hi hi all opposed none opposed so the motion moves so past please continue second motion is that we enter executive session discuss the aforementioned um negotiations um pursuant to one vsa section 313 alpha three and that um the vice chair of the communications committee the executive director is there somebody else that we need to include so let me read the language of who can who can be invited in a board may choose to invite into the executive session any of the following legal counsel staff clerical assistance and persons who are subjects of the discussion or whose information is needed so the end of that Alan right so is there any amendments to that motion or a second to the motion they just made we included the executive director and we included the vice chair of the communications committee and second and fell and the treasurer and I hear Linda second and yes so we have a second all in favor hi hi any opposed so moved let's enter into executive session give me one moment please to stop the recording we are no longer in executive session and we have some motions to bring forward uh shall we do this one at a time Ray please yes we should and the first one would be the sequencing so if you have that motion off the um wait a second here I think I think I got that motion okay so I think I have that motion from earlier let me put it in the chat room and David look at this quickly so that make sure that this is what you recall that looks good to me yep David you want to make a motion sure whereas the NRTC as part of the EPP has developed a high level design with this and design and construction distributionary sequence based on best engineering practices whereas the planning and development committee at its March 15th 2022 meeting reviewed and recommended adoption of the sequencing plan to the executive committee and whereas the executive committee at its April 11th 2022 special meeting reviewed and recommends the board approve the sequencing plan and has recommended recommend approval of the different sequence well okay a little garbled there moved that the governing board approved the distribution area sequence plan as reviewed and approved by the executive committee second commuted Jerry Jerry you're muted I'm sorry I'm giving that second to Siobhan rd your hand is up do you have a comment sir no no okay alright very good so let's let's move with a vote here I'm gonna go in the opposite direction this time is there are there anyone that disagrees with this motion I see no one disagreeing therefore the motion passes unanimously thank you very much let's move on to our next motion for the NRTC contract I just put the motion in the chat room the motion is in the chat thank you Ray so I guess I'll read this whereas CD fiber entered into a master services agreement with pulse broadband subsidiary of national rural telecommunications cooperative effective 21 December 2021 whereas MSA has multiple separate exhibits regarding specific services requiring agreement and execution by the parties whereas the CD fiber negotiating team has reached agreement with NRTC on the following services initial project plan project management services field collection electronic design services network engineering services construction outside plan services whereas the executive committee recommends the governing board approve the execution the service agreements NRTC it is moved that the governing board approve the execution service agreements with NRTC exhibits CDEF and G and that the executive committee be authorized to oversee the implementation of the services and improve payment of acceptable services second all right Chavons going for a hat trick here okay let's do this vote in the same way are there any board members delegates here opposed to this move motion seeing none opposed it's unanimous the motion passes thank you very much we have one more motion for Watesfield Champlain telecom and I see that that motion is now in the chat room who's reading this one so I'll read it bear with me whereas CD fiber requested proposals on July 21 2021 from a firm or jointly from a group of firms to be the operator construction manager internet service provider and business manager the fiber of the premises CD fiber community network whereas CD fiber selected a group of firms a team led by the national rural telecommunications cooperative with which negotiate agreements where CD fiber executed mass services agreement pulse broadband subsidiary of the NRTC effective 21 December to be its network designer construction manager perform other related services whereas CD fiber negotiating team has reached substantial agreement Watesfield Champlain Valley telecom as a member of the NRTC team to serve as a CD fiber community network internet service provider network manager whereas the executive committee recommends the governing board approve the contract award to Watesfield Champlain Valley telecom it is hereby moved at the governing board approve Watesfield Champlain Valley telecom as a CD fiber community network internet service provider network manager subject to the completion of successful negotiations as determined and approved by the executive committee and that the executive committee be authorized oversee the implementation of the services and approve the payment of the acceptable services. Second. Second. He did it. He's got a hat trick. Okay. All right. Let's take a vote on this motion do it the same way that we just did for the other two. Is there anyone opposed to this motion? Seeing none this motion passes unanimously. Thank you very much. It has been a relatively long meeting. It has been an exhaustively long day. I hope you enjoy drinking from a fire hose. Wouldn't have anything. Thank you everyone Jerry. I would like to ask you and Janiel to stay on after the meeting. I have one more issue to discuss with the two of you. Okay we can do that and I will do that after I stop recording. All right. Jeremy Matt your hand is up. Motion to skip round table everyone say thank you and to adjourn. Let's just have a motion to adjourn second. Everybody is begging to please adjourn. I'm going to stop recording and I will stay on for Linda but Linda not for very long. All right. Thanks everyone. Good night. Welcome Janiel.