 So the meeting is open 702. Like to look at the agenda. Additions to the agenda. Changes. We might not have an executive session, but I figure we'll discuss that when we get to that item. Okay, any public comments. Approve minutes of December 19. I have public comments. It just took me a minute to unmute. I can't see you. I'm sorry. I'm not sure who's Joe. There's you. Who else is talking? I'm sorry. He would. Oh, there's Jim. No comment. You have no comment. So do I have the floor? Yes, I'm sorry. I still don't see you. Are you visible? I don't even see your name. Like in a blank screen. So I spoke at the city council. Last night and I spoke to the very mayor. This has to do with. Your potential discussion around dissolution of the authority. Well, that's another. I'm sorry. We're not talking. About that now. Public comment. Cut me short. When I try to talk about it during the session, you said you're not going to let. Stephen, if you want public comment, it's about something not on the agenda. Okay. I want the meeting recorded. Justin, if you have administrative control, I'm asking you on the record to hit the record. We, it is being recorded by Orca. That's not maybe in compliance with law. I'm happy to answer, Donna. I don't, I don't have administrative control. And I defer to the chair. Chair said you're going to set up another link for zoom for an executive session. So you must have administrative control. No, I did not say we were going to set up anything with. No, I didn't. As far as the recording is Stephen. The board has made the decision that we have. Orca as our vendor. And we do not use recording for zoom. And I understand that, but that's not in compliance with law. The secretary state has said so. And you've been informed of that. Okay. And we disagree with it, Stephen. It's not a vendor yet. There's no contract between you and Orca. So you can't call them a vendor. That's your noted comment. Anything else? I think that you, the city council. Voting to put an item, ballot item on the. Town meeting warning in both very city and in Montpelier. You owe it to the voters to allow them to. Make their decision before you dissolve the authority. You set that ball in motion. So you do not have the authority to. Dissolve the corporation prior to hearing from the voters. Okay, Stephen. You're going to bring it up now and not later. Okay. We've heard you. Anything else? No. Okay. Going on to the minutes of December 19. Entertain a motion to accept the minutes. So moved. Jim, thank you. Second. Second. Mel. Yeah, or whoever wants it. All right. Any comments about the minutes of December 19? Yeah, or whoever wants it. All right. Any comments about the minutes. All in favor say aye. Aye. Any opposed. Okay. Minutes pass. Asking for approval to pay the Vermont League the first quarter of our liability insurance in 2023. I'm sorry, Stephen, you do not have the floor. You're not. Until the members identify themselves. Announce that this is compliance with open meeting law. All the members have to identify. Right, Stephen. Thank you very much. I still wish you would be more in line with. It would be very helpful to bring that up in a way that you're not interrupting something else. But you are right. I forgot that piece. So I'll introduce myself. Donovate Montpelier. Doug. Kim. You're not a muted Kim. I'm Cheney at large. Mel. Mel Chambel, Barry city. Justin. Justin Drexler. Jim. Ward, Barry city. Okay. And then you're right. Good reminder that when we speak, I introduce ourselves. So we are now going to go to the bills for the Vermont League. It's the first quarter payment for 2023. It's $354.50. We have some backfeed. Please mute yourself if you're not talking. I would entertain a motion that we pay the league. Kim, I have a question. Okay. This is the first quarterly payment. For what period of time is the first quarter of 2023? Okay. So. Another payment will be doing three months. Yes. First quarter. Okay. Thank you. I'll move payment. Okay. Kim made the motion. Any second. Mel Chambel second. Thank you, Mel. Any further discussion? All in favor say aye. Aye. Aye. Okay. Passes. Thank you. You all received a copy of the request from the cities. Asking for up to $36,000 for funds to. To fund a dispatch capacity planning. Work that's attached to that $2.5 million application at the Department of Public Safety. I should at this point is not application. It's a grant. I feel like. That's a great thing that would be essential to following up on us getting this capital grant. And that the state is asking the cities to expand their dispatch centers. And I think it's needed that the city does the assessment of what's there and what it would need if it takes on these additional dispatching. So I think it's really important and it definitely will feed into the capital grant for the dispatch equipment. So I would support up to $26,000. What does the board want to do? Now. Well, because I, we need to have some money left to pay whatever. Yeah, I can go with less than 36. 26 was the original. Ask, wasn't it? Something like that. Yeah. I think 26. Jim and then Kim. The original ask was, was 26. I believe you just said what, what's the basis of the 36. Well, somewhere. No, they actually talked to. What, what they looked at what was needed as far as a need assessment and operations as to the impact of taking on this additional dispatch work in both cities. And they got an estimate, I believe from Tel Aviv. But now, if Joe is here, he can probably say more about that. Go ahead, sir. Interim chief Joe Altworth. Very city fire department. Yes, that is correct. We did receive a. Estimate of $36,000, I believe the city managers left it flexible and that's why they worded it to the fact of up to 36. But again, it's an estimate. They may need more money. Yes, Jim, more to what you had to say. Is there any indication of how far the 26 would bring them? I don't want to fund something that's a partial funding. Is there any proposal that 26 would cover? The base proposal right now is what they estimated that would cover. 36. Yeah, to do the base assessment of what's there, what would be needed in space equipment personnel. If they brought in these additional towns at the state, ask them to look at. And that would leave what balance in our. A little over 6,000. A little over 6,000, 6,000, 240. So it doesn't wipe us all completely. I'm going to move that we approve it. Okay, a second. I'll second it. Further discussion. Oh, Justin, go ahead. It's going to say one thing, which is that I find it distasteful. That Barry and Montpelier feel entitled to the money from CV PSA. They feel like, because they've just because they funded it, that they can just ask for it back at any time. Mr. Frazier implied that at the city council meeting a few weeks ago, that it was quote unquote, they are money, which it most certainly is not. That said, I think it's a really important thing to spend the money on. But I also think it's important to acknowledge that it's on. The process could have been smoother. And done in a way that I think was more appropriate. That's it. Yes. I believe you're next. Yeah. I think what we should do is put the 36 on the ballot on a large meeting. And if it's approved, they'll get the money. If it's approved, they won't. And. If. I don't know what's going to happen, but. They. The whole dissolution issue is still up for. A vote in the March meeting. If. We in fact. Pass a resolution tonight. I don't know. I don't know. I don't know. And wasn't there some. Sorry. Wasn't there some sense of urgency to the request? Because I agree with you. But I do. I do know that they had, they had said that there was a good deal of urgency to it. Otherwise I would be a whole heartedly in support of that plan. Yeah. Because the idea is as of July one, then more, they'll be the second round of grants. And so this needs to be done in order for that to proceed. This whole issue of the grants is in the legislature. And. I can't see the legislature. Authorizing DPS to make any grants. Until they have responded to the. Working group request. And until. The public safety department, which has supposedly hired two people to help them. Figure all this out. Have made a report. And that report isn't due till the end. This year. So there. There can't be any urgency about it. Well, I understand Kim, you have a different opinion, but there are people who disagree with that, including what the commissioner herself has said. Well, but that's not what's. I understand this that you disagree with that. It's not a question of disagreement. Well, it is. It's in front of the legislature. And. DPS has no authority to move. Until the legislature approves agreements. That's law. And it isn't up to the commissioner to change it. And I can't. Imagine that they would. Do that. When the report that they've commissioned. Isn't due till the end of the year. And the public safety commissioner. Is hired two people to help put that. Plan together. So I just don't see the urgency. And. I think we should. Put it on the budget. If we go out of business. We can talk about. We, we won't know that till March either. Okay. So if you want to introduce us putting something on the ballot. Let's sort of separate that. As far as that, that final decision. Let's come back. I'm speaking against the motion because. Okay. That's fine. I guess what I'm really saying is. Yes. I would move to amend the motion. To put the request on the ballot. Okay. Is there a second to Kim's amendment to put. A request on the ballot. For the money that they're asking. I see no second motion fails for a second. So we have a motion on the floor to allocate $26,000. And we're going to move to the second motion. The motion that they'll be planning. Consultant work. I want to comment on a street worker. Okay. Well, first Jim's got his hand up. Yes, Jim. I was of the impression that I was moving. 36,000. I'm sorry. 26 is what we recommend. We don't have $36,000. $6,000 balance after this. It 26,000 was the assumption what I was talking about. I thought you were moving the discussion of the 26,000. The city's asked for up to 36. Right. Well, my question was, if we made the award that they're asking for, what would be left in our treasury? You don't have enough to do the 36,000. We have like $32,000. So we spent 26,000. We have six left. We have $6,000 left. When we paid the Vermont League and we, if we were to allocate this 26,000, that leaves us 6,200 and change. So would I be good to have all the men to restate my motion from 26,000? Justin, did you hear that? I didn't understand it. Jim said he will amend or restate his motion to $26,000, I believe. Okay. That's what I wrote down. I'm sorry. Donna, who seconded that motion first? Nell did. And I think she thought it was 26,000 too. So as long as we're all clear. Can you tell us? That your motion is the 26,000 for the dispatch capacity planning to go to, okay. Yes, Kim. What are the anticipated expenses of the authority coming up? I know there's potential litigation and there was some. Give us 6,000 for litigation. There's nothing else outstanding. Our web, everything else except for whatever the next quarter would be in 2023 if the dissolution doesn't happen. I thought VCIL, I don't mean VCIL. I mean the league. League. Suggested you hire an attorney to help with understanding the whole process. I saw that you had requested something from the bar association. No, I didn't make a request to the bar association. No, sir. Well, you made a request for names of attorneys. Not me. I did not. But somebody else could have submitted it at the regional planning commission. I mean a four center. No, I didn't. I talked to several lawyers today which is totally separate from this and 6,000 in the balance would help with any legal fees coming up. Yes. But I did not submit a request to the bar association, sir. I saw an email. I feel like she is my phone tapped. No, I didn't. You sent an email to the bar association. Nope. I'll dig it out. But that's what I saw. No, I talked to several law offices but I did not contact the bar association. So it was an interposition. We need no legal advice. I didn't say that, Kim. I said we'd have $6,000 to deal with legal advice and other expenses. Well, there's a potential lawsuit. I'll leave that aside, but there was a separate item I thought to guide us through the dissolution and how the withdrawals would happen. Nope, not that I've done. Nope, I don't know about Justin. Justin, you've done anything query? Nope, sorry. Let's go back to the motion on the floor, please. The motion on the floor. And I'm just going to do a voice vote since there's already stated disagreement. I'm still waiting to speak, Donna. That's right. But you know, you don't have to get the right to speak at every turn, but go ahead, Steven. Well, the last two litigations I've been in, I've won my costs and the costs are $16,000 and 10 or $12,000. So I believe that you need to, well more than $6,000 even to do litigation, much less potential, my prevailing, substantially prevailing, you having to pay my fees to my costs too, because I will end up with lawyer fees that could well accrue to you. Unless you're offering to guarantee them personally and exonerate the authority and pay all judgements. You make your statements, please. I've made it. Don't get into personal stuff. Just make your statements. You did it. Anything else you want to say? I have something I'd like to add to this. All right, Kim? Candidly, I haven't paid any attention to the merits of this lawsuit. I just read them tonight before the meeting. But what I, if the whole board is liable, I mean, I think the whole board is sued. And so we all have potential liability. And I think we should reserve some funds beyond $6,000. I don't know any, having done this myself for over 50 years, $6,000 isn't gonna cover a defense. I'm telling you that. Well, this is dripping into some things we're gonna talk about later, but the league is actually of somewhat a difference of opinions as to whether or not this particular lawsuit has any numerable money attached to it or not, whether or not it's covered by our liability insurance. I have no opinion on that. I just think there's potential liability. Okay. All right. So the motion before us is to allocate $26,000 for the dispatch capacity planning. I'm gonna do a voice vote. I'm just gonna start top of my screen, a Doug. Yes or no? Yes. Mel? Yes. Kim? No. Jim? Yes, and I hope we're judgment proof by doing it. Justin? Yes. Okay. And that gives us four. So motion passes. The next item is talking about approval of the Central Vermont Public Safety Authority disillusion plan. Justin did the base work on that. I only changed some numbers as he became aware of some other expenses. Have you all had a chance to look at that? I think it would behoove us in that the league itself is having its own sort of internal dialogue about whether or not we can do the disillusionment before the lawsuit. So it indeed that the lawyer that I found to supplement the league works for Primer and Piper, Eddie Edelton, Egerton Egerton and Cramer is not available this week, but he can talk to us next week. And so I would like for us to at least look at the language, approve the content, but yet not go ahead and approve the plan until a later meeting. We can call a special meeting or we can wait till February. But I would like to get the input before we do that. So the question is whether the lawsuit impends when the disillusion. Disillusion was started before the lawsuit, so it's not trying to dissolve, to avoid it. It's just it was already in motion. I'm sorry, but you got me. I'm sorry, I want Justin, Justin, maybe you can explain it better or... What do you want me to explain? The difference whether or not you feel we can move ahead on the disillusion plan before the lawsuit. I don't want to give any legal advice, but I think it's just best practice as a general matter, probably not to move forward with the disillusion plan until the lawsuit is resolved in one way or another, or we have some level of clarity, but it's very, very much not legal advice. Okay, thank you, but that wording helped me too. I just think it's more responsible, but I would like everybody to at least feel comfortable when Justin spent time on here and made it really, I thought, hit all the spots. And because some money hadn't yet cleared, when we wrote this, we included the reimbursement of some old things that haven't gone through the bank yet. So when the final resolution is done to do this, then we will update all the money that's now in the disillusion form. So there's no, if there's, yes, Kim. You just mentioned the lawyer at Premier Piper that apparently you've consulted. Do you have a fee agreement with that lawyer? No fee agreement, no. I'm going to be asking the board to be able to go and contract with them to do it, at least get an hour, two hours of work of what we face within the lawsuit and what's the first step. So we have a response by the due date of February 3rd. Is counsel only for the lawsuit? Is that the sole reason you're contacting counsel? That's the only interest I have. That's what I'm bringing before the board, is that indeed has to do with the lawsuit, which is the next item. I was going to ask the board for authorization to engage at least like maybe up to a certain amount so that we can engage and sit down and have some initial conversation about the lawsuit with the lawyer. It's familiar with municipal law. This goes back to my, I'm sorry, the other motion, but how do we know what we have left if we don't know what our expenses are? I understand you voiced that before and the board obviously is not as concerned as you are. They voted to allocate that one. You just denied there was another lawyer and all she did. So right now, Kim, we're talking about the dissolution plan. And so I'm just gonna leave that to be discussed either at, it looks like a special meeting so we can meet before the February 3rd deadline of the lawsuit response, but then I feel we need to talk to a lawyer before we do that. Yes, Doug. I'd like to make it clear to Kim that Kim, you're under the impression that Donna or someone else within the board is already engaged in attorney. That has not happened. Donna has not engaged in attorney. The board has not engaged in attorney. All we've done is talk to the league, look for someone that can talk to us about this suit. That's all that's happened. How many lawyers don't deal with this kind of issue at all? So I did. The $6,000 estimate come from. Kim, I'm recognizing you. It's my understanding that the dissolution statutes and provisions and so forth are generally focused on dissolving of assets and redistribution of assets and sending assets to the appropriate people so that they don't end up in inappropriate pockets, which oftentimes happens on nonprofits and so forth and so on. I think that Mr. Whitaker may have done us a favor in that because we really don't have any assets, I would propose that we just suspend operations. We all resign. We do not defend the lawsuit and just let them have at it because they can go ahead and compel us to meet and we don't have to meet. We resigned, it becomes a non-entity. Now that may be the irresponsible way to do it, but there really is no consequences of us just not functioning anymore. And there's a benefit to it in that two or three years down the road, depending upon the outcome of this lawsuit, particularly if it says we still have to exist, two or three years down the road, we have a shell already in place to create whatever entity that we might be putting together for a combined dispatch and so forth. So I've advocated all along that we just park the corporation or park the entity, suspend operations and just let it lie dormant. There's dormant corporations all over the world that just sit there. So that's where I would go with it because I don't think that there's any real consequences of us just ignoring the lawsuit and that's all going on and doing something more productive on Thursday nights. And has a point. What did he say, Justin? Well, I said the man has a point. Well, if indeed you could do that and then I would, then we still have one thing about the dissolution plan, it tells us what to do with any cash. That's the only thing we have is cash. And so we would still have another $6,240 to apply somewhere, to direct, to be spent somewhere. Justin. You leave Donna holding the bag for the entire lawsuit because she's personally being... So... I think came at his hand up, Donna, not me. Oh, okay, Kim, something new? I was gonna let somebody else speak since you already spoke on this issue. Well, I think the motion is the form Justin prepared acceptable to the board. And that's a separate question. If that's the motion... There's no motion. There's no motion. Oh. Kim brought up an idea that he brought up before and that is just to what he called park the entity, everybody resign and we walk away. Wait a minute, were we ever discussing whether the draft is acceptable without approving it is just a draft. We never voted to do it. We voted to... What's on the table? There is no motion on the table, sir. There was a discussion to not approve the dissolution plan tonight because there are outstanding issues of the lawsuit. And in that discussion, Jim brought up that we should park the entity and just leave it be dormant. So is we just doing nothing till we can have another meeting? Some of these issues get cleared up. I have no idea what happens because everybody's term is gonna run out eventually. Well, not till March. Well, no, but if it goes dormant, I mean, he's talking about dormant until it's picked back up. I don't know the process for that at all. I haven't looked into it. Well, I'm confused about it myself. I don't have a problem with it. Everybody else talk for a minute. And maybe Justin will have some ideas for us. Justin? Seems to me the dissolution plan is going nowhere tonight. If anyone has any suggestions for me off list, you can send it to me. I do think it makes sense for us to engage the lawyer for a short meeting and float all possible ideas, including but not limited to Jim's interesting idea. You know, I don't think we need to make any decisions tonight because there are, I think there are potential side effects of a mass resignation. I don't know that. I just like my spidey sense that maybe that just doesn't work, but I'd like to talk to a lawyer who specializes in this stuff. Especially if we have the money for it, it's not gonna be a huge, it's gonna be a big cost for a couple of hours. Would you like to make a motion to authorize spending up to? $6,000. $1,000. $6,000, $6,000. I don't care, but put some limit on it so that then indeed I have authorized to engage a lawyer. The one that was recommended, I actually, since we're sort of jumping here, the one I talked to who responded was the Premier and Piper. And it was John Anderson, particularly. Many of us know John from his involvement in Montpellier's city council and other community efforts. And he's the one who referred a lawyer within his firm, Eli Emerson, who does have expertise within municipal matters. So I love a motion to authorize some money to engage Eli and to have you and Vice-Chair Doug Hoyt and I meet with him. I would move to authorize $6,000 for the purpose of seeking legal advice regarding the current lawsuit with the understanding that this is just that we're authorizing in meeting of board members with an attorney and no further action at this time. That's lawsuit and the disillusion or parking. And so it's more than just the lawsuit. I thought, Justin. Yeah, I mean, a discussion of the intersection between all of these things. I think that's the important part. Dressing options. Yeah, okay, okay. Mel. Just trying to understand or clarify the motion. When this, when you initially talked about it, Donna, it sounded like you said that the folks at the meeting would be you, Doug and Justin. And then when Justin just said it now, it would be the board members, which I believe is all of us. So just clarification. I mean, I was talking about a planning meeting to present it. I mean, before the board comes, before the lawyer comes to the board, usually you sit down and say, this is our problem. Yeah, okay. And so I didn't want to just be me. I thought the secretary, the officer is the secretary and the vice chair would be a good subcommittee to sit down with the lawyer and explain what we want and then have him produce to the board what we're asking. Does that make sense? Yeah. I see it in two steps. Justin, is that in line with what you were thinking? It doesn't really matter to me if one or all of us are there. I don't think it makes any difference. So the lawyer will in essence be around for two meetings. One planning, one with the board, or it would just- Yeah, and then presenting to the board the options. Yeah. And then where's the money for the trial? Okay, so there was this, Justin made the motion and who seconded? We get a second, Justin. I didn't write it down. I'll second that. Thank you, Jim. Any board members want to further discuss this? I like the motion to be restated. Sir, ready? So the motion is to approve the spending of, it really shouldn't be 6,000. Why don't we say of up to $2,000 for the purpose of seeking legal advice regarding Mr. Whitaker's lawsuit. The potential consequences of it for CVPSA and its intersection with CVPSA's dissolution. Okay. All right. I'll second that. I'll favor, say aye. Well, I'll second it. We started been second by Jim. Well, I just heard the motion. All right. Aye. Okay, all right. Good. It's unanimous. Great. Thank you, thank you. All right. So we've actually taken care of the lawsuit. Everyone got a copy sent to them? Okay. Question about that. Are we supposed to sign it? What are we supposed to do with it? No, not until we talk to the lawyer. That's part of getting into the lawyer quick. No, don't sign it. Don't do anything with it. Okay. Keep it. Not even wallpaper. No wallpaper. Don't burn it. No, no. You can sign it and send me your bank account number and I'll take care of it. Well, you'll be out of luck with that one. Yeah, yeah. And, you know, and Justin, if you're too busy, I just thought I'd pull you into that initial meeting, but it, you know, I'll send out, I'll get some dates from Eli and send them to you and Doug and see if we can get it done pretty quick. No, I think I find it intellectually interesting. And I should, I should probably prepare for the day that my good friend, my dear friend, Steven, suits me. So I should be at the meeting. Okay. So do you have, so anyway, I'll send some emails and you all can send me some time that works best. Good. Any other business before this body? All right. Thank you for all your attentiveness and I'll turn the meeting at 741. That's a miracle. All right. Thank you all. Thank you. Good night. Good night.