Apr 16, 2025 Affiliate Review Committee

[Affiliate Review Committee on April 16, 2025.]

[00:01:30]

>> I JUST WANT TO SAY THANK YOU, THIS WILL BE GOOD RETROSPECTIVE AND FOR THE FUTURE, SO THANK YOU

EVERYONE FOR BEING HERE TONIGHT. >> START IS OFF, HERE.

>> ABSOLUTELY. SO, BEFORE I JUMP INTO THE POWERPOINT PRESENTATION, I WANT TO JUST LEVEL SET HOW WE GOT HERE. AND SO I WILL NOT TO REMIND EVERYBODY THAT THE CITY COUNCIL PASSED A RESOLUTION WITH RESPECT TO THE COMMITTEE AND SPECIFICALLY THE ISSUES THAT WE'RE GOING TO PRESENT TONIGHT, AND SO IN RESOLUTION 1118 2405, THIS COMMITTEE WAS SPECIFICALLY ASKED TO ADDRESS THE FOLLOWING ITEMS. FIRST OF ALL, THE PURPOSE OF EACH OF THE ENTITIES, TONIGHT WE'RE GOING TO FOCUS ON CCI BECAUSE IS A VERY LARGE MOUTHFUL, SO I'M GOING TO SAY CCI. SO, SPECIFICALLY TONIGHT WE'RE GOING TO TALK ABOUT THE PURPOSE OF THE ENTITY, THE GOVERNANCE STRUCTURE, THE FEDERAL TAX REQUIREMENTS, THE TOTAL CASH COMPENSATION OF THE EXECUTIVES, ANY RISK INNARD TO THE CITY, HISTORICAL RETROSPECTIVE OF THE HAS MADE INTO CCI, AND THE CURRENT BALANCE SHEET OF CCI'S ASSETS AND ITS LIABILITIES. I WANTED TO SAY THAT UP FRONT BECAUSE WHAT WE'RE DOING NOW, CCI IS PROVIDING AN INCREDIBLE AMOUNT OF DOCUMENTATION AND THANK YOU FOR THE TEAM FOR GIVING THAT TO US, SO WE ARE LOOKING RETROACTIVELY BACK AND WE ARE REPORTING TO THE CITY. WE ARE REPORTING TO THE TAXPAYERS OF WHAT WE FOUND WHEN WE REVIEWED THOSE DOCUMENTS. BUT WE ALSO WANT , AS THE MAYOR SAID EARLIER, TO RECOGNIZE THAT AN INCREDIBLE AMOUNT OF WORK HAS BEEN DONE OVER THE LAST SIX MONTHS, BETWEEN THE BOARD AND THE CCI STAFF, THE CITY STAFF, AND THE LAW FIRMS TO CORRECT MANY OF THE THINGS THAT WE'RE GOING TO REPORT TONIGHT. WE WILL BE REPORTING RETROACTIVELY ON ISSUES THAT WE HAVE IDENTIFIED, BUT WITHOUT JUMPING TO THE END, I WANT EVERYBODY TO BE COMFORTABLE THAT MANY OF THE ISSUES THAT I'M GOING TO IDENTIFY IN THESE SLIDES HAVE ALREADY BEEN CORRECTED. AND WE'RE ON STRONG FOOTING. SO, DURING THE TRANSITION INTO OFFICE, THE MAYOR IDENTIFIED EACH OF THESE NONPROFIT AFFILIATES AS ORGANIZATIONS THAT SHE WANTED HER STAFF AND HER TEAM TO EVALUATE AND REVIEW. SPECIFICALLY, CCI WAS IDENTIFIED BECAUSE OF THE LEVEL OF TAXPAYER INVESTMENT THAT HAD BEEN SPENT ON THE MARKET WAS SIGNIFICANT, THESE DOLLARS THAT WERE BEING SPENT ON THE MARKET OBVIOUSLY WERE BEING TAKEN AWAY FROM OTHER USES THAT THE CITY COULD HAVE SPENT THEIR DOLLARS ON. AND IT WAS CLEAR THAT A LONG-TERM STRATEGY NEEDED TO BE PUT IN PLACE FOR THE SUSTAINABILITY OF THE MARKET IN FUTURE YEARS, SO THE TAXPAYER SUBSIDIES COULD DECREASE OVER TIME, AS CCI BECOMES SELF-SUSTAINING. IT WAS ALSO CLEAR THROUGHOUT 2024 THAT THE INTERACTIONS BETWEEN THE CITY AND CCI WERE INCONSISTENT WITH CCI STATUS AS A TYPE ONE SUPPORTING ORGANIZATION. AND WHAT WE MEAN BY THAT, IS AS YOU'VE HEARD OVER THE LAST COUPLE OF MEETINGS, CCI IS A TYPE ONE SUPPORTING ORGANIZATION THAT IS TO BE ORGANIZED AND OPERATED EXCLUSIVELY FOR THE

[00:05:01]

THE MAYOR ALSO WANTED TO CREATE TRANSPARENCY REGARDING THE CITY'S INVESTMENTS, AND TO SET CCI ON A PATH TOWARD SELF SUSTAINABILITY, WHERE CCI WOULD BEGIN TO REIMBURSE THE CITY FOR ITS EXPENSES, THAT THE CITY WOULD START TO DECREASE THE CASH OUTLAY THAT IT HAD FOR THE EVENT OVER THE YEARS. ALSO AS WITH ALL OF THE NONPROFITS, MAYOR THINK HIM SAID THE STANDARD OF ACCOUNTABILITY THAT CCI SHOULD REFLECT GOOD GOVERNANCE PRACTICES. AND THEN TO START TO WITHDRAW THE CITY STAFF FROM THE DAY TODAY INVOLVED IN CCI PROGRAMMING, AND ACTIVITIES, AND TALKED THROUGHOUT THESE COMMITTEE CONVERSATIONS, THE CITY AND ITS LEGAL STAFF AND ITS SENIOR TEAM INVOLVED IN THE DAY-TO-DAY OF THESE NONPROFITS, AND THE CITY NEEDS TO WITHDRAW ITS STAFF FROM THAT DAY TO DAY PROGRAMMING AND MANAGEMENT, AND RELY UPON CCI'S BOARD TO PROVIDE THAT OVERSIGHT OF THE STAFF. THROUGHOUT 2024 AND 2025, THE TEAM DID A FISCAL ANALYSIS THAT WOULD BE NET ASSETS, CASH ON HAND, PROFIT AND LOSS, THE VALUATION OF THE CITY'S INVESTMENT, AND ALSO A GOVERNANCE REVIEW, AND SO WHAT YOU'RE GOING TO HEAR TODAY IS THE CITY'S PRESENTATION OF THIS COMMITTEE OF WHAT WE FOUND WHEN WE DID THAT FISCAL ANALYSIS, AND THE GOVERNMENT STRUCTURE REVIEW, THESE ARE THE CITIES ASSESSMENTS FOR THE COMMITTEE'S CONSIDERATION. I'M GOING TO VERY QUICKLY MOVE THROUGH SOME OF THESE SLIDES, BECAUSE THEY ARE DUPLICATE OF OF THE FIRST MEETING THAT WE HAD, IS IT MY UNDERSTANDING THAT YOU WANT THIS RECORD TO BE COMPLETE AND YOU WOULD LIKE ME TO DO A SHORT OVERVIEW OR WOULD YOU LIKE ME TO SKIP THE SLIDES?

>> WITH NEW PEOPLE HERE, MAYBE A LITTLE FASTER THAN WE DID THE FIRST TIME, THERE ARE QUESTIONS AS TO WHY THIS ONE WAS SET UP THIS WAY, TO GET IT HERE TO GO THROUGH.

>> CCI WAS INCORPORATED IN 2017, AS AN INDIANA NONPROFIT CORPORATION, AND ITS APPLICATION FOR TAX EXEMPTION TO THE IRS IN 2017, AND IT WAS ULTIMATELY GRANTED 501(C)(3) STATUS AS A TYPE ONE SUPPORTING ORGANIZATION, AND AS I EXPLAINED TO THIS COMMITTEE IN PRIOR MEETINGS, THAT WAS A BEST PRACTICE WHEN YOU HAVE AN ORGANIZATION THAT IS RECEIVING THAT IT WOULD BE ANCHORED IN A GOVERNANCE WAY IS A TYPE ONE SUPPORTING ORGANIZATION. THAT IS A FANCY WAY OF SAYING THAT THEY ARE IN APPARENT SUBSIDIARY RELATIONSHIP WHERE THE CITY IS TO CONTROL CERTAIN ASPECTS OF THE GOVERNMENT OF CCI AND CCI TO BE SUPERVISED OPERATED AND CONTROLLED BY ITS PARENT, WHICH IS THE CITY. THOSE ARE RULES THAT ARE SET BY THE IRS.

>> I DO HAVE A QUESTION ABOUT THAT PROCESS, THINKING BACK TO 2017 AND THE CREATION OF THE RELATIONSHIP, UNDERSTANDING THE DIFFERENTIATION BETWEEN DOING TYPE ONE AND ANOTHER TYPE OF

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FORWARD. >> SO, A TYPE ONE ORGANIZATION IS ANCHORED BY GOVERNANCE, AND IT IS REQUIRED THAT ITS PARENT ORGANIZATION APPOINT AT LEAST A MAJORITY OF ITS BOARD, AND THAT THE PARENT ORGANIZATION, IN THIS CASE THE CITY, THROUGH THE MAYOR, APPOINTED MAJORITY OF THE BOARD AND HAVE THE ABILITY TO REMOVE THOSE DIRECTORS AT WILL. SO, THAT IS A REQUIREMENT OF MAJORITY CONTROL, IN THE IRS EYES THAT'S BECAUSE IT'S AN ACCOUNTABILITY METRIC. THAT GOVERNANCE SHOULD BE EXPRESSED BY THE MAYOR'S APPOINTMENT OF THE BOARD, AND AFTER THAT, THE BOARD OVERSEES CCI, AND THE BOARD IS TO SET STRATEGY AND THE EXECUTIVE TEAM IS TO EXECUTE ON THAT STRATEGY. STRATEGY IS A BOARD FUNCTION, AND WHAT I MENTIONED EARLIER , AS LESS THAN A BEST PRACTICE, WE SAW CITY EMPLOYEES MANAGING DAY-TO-DAY FUNCTIONS , AND THAT'S WHAT MADE HER THINK HIM HAS ASKED TO WITHDRAW FROM. THAT GOVERNANCE HAS TO BE IN PLACE, THOSE BOARD APPOINTMENTS, AND THEN THE CITY, THROUGH THE MAYOR, MAY PROVIDE STRATEGIC DISCUSSION POINTS TO THE BOARD, BUT IT IS UP TO THE BOARD TO IMPLEMENT THOSE. AS WE SAW IN CARMEL AND WE WILL SEE IN THE SLIDE DECK, THERE WERE MANY SITUATIONS WHERE YOU SAW THE MAYOR IN EMAILS, AS THE PRESIDENT, AND ALSO CITY CONTRACTOR GIVING TRULY DAY-TO-DAY INPUT TO CCI, IN A WAY THAT WE WANT TO PULL BACK FROM THAT. THE MAYOR IS TO APPOINT THE BOARD AND THE BOARD IS TO MANAGE THOSE DAY-TO-DAY ELEMENTS. THAT'S THE BEST PRACTICE.

>> TO FOLLOW UP, TRYING TO FIGURE OUT WHY A TYPE ONE FOR SOMETHING LIKE THIS, VERSUS ANOTHER TYPE OF CHARITY, IS THERE A WAY, THEN, TO TRANSITION FROM ANOTHER CHARITY TO A TYPE ONE? ALL THIS CONTEXT WE CAN DIG INTO IT A DIFFERENT POINT, BUT, TRYING TO FIGURE OUT THE STRATEGY AND THE STRUCTURE BEHIND HOW TO SET THINGS UP OR WHAT THE OVERSIGHT LOOKS LIKE.

AND ONE MORE POINT OF CLARIFICATION, BEST PRACTICES, FOR APPOINTMENT OF THE SEATS, IS IT USUALLY AN EXECUTIVE THAT DOES IT, OR A CITY PROCESS THAT IS A BEST PRACTICE THAT ALLOWS FOR ANOTHER CHECK AND BALANCE ON THAT PROCESS THAT YOU SEE IN OTHER NONPROFIT OR YOU HAVE IN YOUR CAREER, THAT RUN? I THINK IT'S IMPORTANT ON THIS ONE, DISTINCT FROM THE ONE THAT WE LOOKED AT, LAST WEEK TO UNDERSTAND THE DIFFERENTIATION BETWEEN THE NONPROFIT STATUS OF TYPE, AND THE TYPE OF CONTROL IS EXERTED THERE, THAT WE SAW, A DIFFERENTIATION IN THE WAY OF EXECUTIVE AUTHORITY AND STAFF AUTHORITY WAS APPLYING AND THAT

WE ARE HERE. >> IN MY EXPERIENCE, WHERE A CITY IS GOING TO HAVE CONTINUING OBLIGATIONS TO THE ENTITY OVER TIME, THEY ARE CONTINUING IN THE CITY'S BEST INTEREST FOR THE ORGANIZATION TO BE A TYPE ONE SUPPORTING ORGANIZATION. TWO PROTECT THE CITY'S FUND AND TO PROTECT THE CITY'S INVESTMENT.

SO THAT THE ORGANIZATION CANNOT WALK AWAY FROM THE CITY, WITH TAXPAYER SUBSIDIES. I BELIEVE THAT TYPE ONE WAS THE RIGHT SELECTION FOR THIS ONE, I BELIEVE THAT YOU SHOULD CONTINUE TO WANTED TO BE A TYPE ONE, BECAUSE AS WE'LL SEE LATER, CCI IS DEPENDENT ON THE CITY FOR STAFFING AND OTHER SUBSIDIES, IN A WAY THAT THIS IS THE BEST STRUCTURE YOU CAN HAVE TO PROTECT THE CITY'S INVESTMENT, BECAUSE CCI THE GOVERNANCE LEVEL CANNOT WALK AWAY FROM THE CITY WITHOUT THE CITY'S APPROVAL.

AND THAT'S THE PROTECTION. IF WHAT WE'RE TALKING ABOUT IS RISK MITIGATION, BASED UPON THESE CONTINUING SUBSIDIES, THEN

[00:15:01]

INTEREST. >> THANK YOU, SO, IN A BRIEF REWIND, AT THE OTHER MEETING, ONE OF THE OTHER RECOMMENDATIONS THAT HOPEFULLY WERE CODIFYING AS IT CAME OUT OF THIS, IS MOST IF NOT ALL OF THESE AFFILIATE ORGANIZATIONS WERE SET UP, WERE SET UP BY CORPORATE COUNCIL. THE PROBLEM WITH THAT, BESIDES USING TAXPAYER DOLLARS AND HOURS THAT SHOULD BE PUT SOMEWHERE ELSE, IS THEY WERE NOT EXPERTS OF NOT-FOR-PROFIT. STANDING UP. ONE OF THE RECOMMENDATIONS THAT HAS ALREADY COME OUT OF THIS, IS IN THE FUTURE AS A BEST PRACTICE, WAS TO BE SET UP, THAT INDEPENDENT COUNCIL WITH EXPERTISE AND NOT-FOR-PROFIT WOULD ACTUALLY DO THAT WORK, SO IT SET UP FROM THE BEGINNING, AND HOPEFULLY WE CAN SET UP THE GOVERNANCE REPORTING , DO IT

RIGHT THE FIRST TIME. >> ABSOLUTELY. JUST AS A REMINDER, BECAUSE WE HAVE SOME PEOPLE HERE THAT WERE NOT HERE IN THE LAST MEETING, MAYBE, DURING THE TRANSITION, CORPORATIONS COUNCIL I WAS DOING A REVIEW OF THE LEGAL OPERATIONS AND THEY ASKED TO BE RELIEVED OF THIS. THE FIRST MEETING THAT I HAD, THIS IS SOMETHING WE'VE BEEN ASKED TO DO IN THE PAST WE DO NOT BELIEVE THAT THIS IS WITHIN OUR AREA OF COMPETENCY, AND WE WOULD LIKE YOU TO RECOMMEND THAT WE BE RELIEVED OF THIS. IT IS UP TO THE MAYOR TO MAKE A DECISION WITH RESPECT TO HAVE THE EXECUTIVE BRANCH STAFF USED, IN THAT SITUATION, CORPORATION COUNCIL WAS CREATING A LOT OF ENTITIES , AND AS I NOTED FOR CARMEL, THEY APPLIED AS ONE TYPE OF IRS ENTITY. THEY USED A DIFFERENT DESIGNATION ON THEIR TAX RETURN, AND THEY USED A THIRD DESIGNATION IN THEIR GOVERNANCE DOCUMENTS. THAT DEMONSTRATED TO ME THAT THEY DIDN'T UNDERSTAND THE DIFFERENT PUBLIC CHARITY STATUS IS THAT THEY WERE IN, AND I DON'T KNOW THAT, CORPORATIONS COUNCIL , THEY ARE GOVERNMENTAL LAWYERS.

THAT'S A VERY DIFFERENT PRACTICE OF LAW . SO, I GUESS, IN A LONG-WINDED ANSWER TO YOUR QUESTION, I BELIEVE THAT TYPE ONE SUPPORTING ORGANIZATIONS ARE THE BEST WAY TO PROTECT LONG-TERM RECURRING CONTINUOUS CITY FUNDING. BECAUSE THIS ORGANIZATION CANNOT DECOUPLE FROM THE CITY WITHOUT THE CITY'S PERMISSION. SO SOME OF THE FEDERAL TAX EXEMPT REQUIREMENTS ARE THAT CCI CANNOT ALLOW ITS ASSETS TO INURE TO THE BENEFIT OF ANY PRIVATE INDIVIDUAL, IT MUST BE ORGANIZED EXCLUSIVELY FOR THE BENEFIT OF, TO PERFORM THE FUNCTIONS OF AND TO CARRY OUT THE PURPOSES OF THE CITY OF CARMEL. THIS IS GOING TO BECOME IMPORTANT LATER, THIS IS ONE OF THE REASONS WHY THE PROTECTION OF THE INTELLECTUAL PROPERTY AND THE NONCOMPETE IS SO IMPORTANT. BECAUSE CCI AND ITS STAFF CANNOT COMPETE WITH THE CITY OF CARMEL, BECAUSE IT EXISTS SOLELY FOR THE BENEFIT OF THE CITY OF CARMEL. IT CAN'T SUPPORT COMPETING EVENTS IN OTHER COMMUNITIES NEAR OR FAR, BECAUSE IT IS HOLY FOR THE BENEFIT OF THE CITY OF CARMEL. AND IT MUST ENGAGE IN ACTIVITIES THAT SUPPORT OR BENEFIT THE CITY OF CARMEL. AND THE IRS'S WORDS ARE THAT THIS IS A PARENT SUBSIDIARY RELATIONSHIP. CCI IS OPERATED, SUPERVISED, CONTROLLED BY THE CITY OF CARMEL. AND THOSE IRS TESTS ARE THEN SET FORTH IN CCI'S ARTICLES AND BYLAWS AND THESE HAVE BEEN FROM ITS FORMATION IN 2017. THE LANGUAGE THAT THE IRIS REQUIRES IS IN THE ARTICLES AND BY MORE BYLAWS, AND WHEN CCI APPLIED TO THE IRS FOR 501(C)(3) STATUS IN THE SAME LANGUAGE, WE ARE SEEING THROUGH EACH OF THESE DOCUMENTS, IT'S A TYPE ONE SUPPORTING ORGANIZATION, THE LANGUAGE IS IN ITS ARTICLES AND BYLAWS, THE LANGUAGE IS IN ITS IRS FILINGS.

AND SO, THAT CONTROL TEST, THAT SUBSIDIARY CONTROL TEST IS SET FORTH IN ITS BYLAWS, APPOINTED BY THE MAYOR, VACANCIES ARE FILLED BY THE MAYOR AND DIRECTORS MAY BE REMOVED BY THE MAYOR. IT'S IMPORTANT TO UNDERSTAND THAT THIS, THESE PRINCIPLES, HAVE BEEN IN PLACE SINCE IT WAS FORMED IN 2017, MAYOR HELD THOSE RIGHTS, AND NOW MAYOR FINK AND HOLDS THOSE RIGHTS ON BEHALF OF THE CITY. SO, AT A VERY HIGH LEVEL, THE BYLAWS REQUIRE A MINIMUM OF THREE DIRECTORS, I BELIEVE THERE ARE FOUR OR FIVE DIRECTORS NOW, APPOINTED BY THE MAYOR TO YOUR TERMS, AND THE OFFICERS CONSIST OF AN EXECUTIVE, THE PRESIDENT CEO, AND FOUR VOLUNTEER OFFICERS, THE SECRETARY AND TREASURER, THOSE OFFICERS ARE ELECTED BY THE BOARD AND THEY HOLD TWO YEAR TERMS. THE CITY OF CARMEL HAS TWO ADDITIONAL

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EVENT, TO BE A CITY-OWNED EVENT. >> QUESTION. I THINK I VOICED , MY VISCERAL FEELING ABOUT THE GHOST EMPLOYMENT ARGUMENT, I STRUGGLED TO SEE IT APPLY, IF IT'S SOMETHING THAT WE'VE DIRECTED STAFF AND CITY TO DO, I THINK THERE'S PROBABLY A WAY FOR US TO TWEAK THE LANGUAGE OF THAT EXECUTIVE ORDER TO MAKE THIS, THERE'S SO MANY THINGS THAT WE DO AS A CITY, ARE WE CALCULATING ACROSS ALL OF THESE ENTITIES, ALL THE DIFFERENT THINGS THAT WE'RE DOING? EVENTS THAT WE'VE SAID WERE NOT FUNDED BY CITY COUNCIL OR UPCOMING SATURDAY EVENTS AT AN ARTS GARDEN, PEOPLE SHOW UP , HOW DO WE DIFFERENTIATE , AND IS THERE A CALCULATION ON THE BACK END OF ALL THESE HOURS? I TRULY, PERSONALLY, I DON'T LIKE THIS SLIDE, FROM THE STANDPOINT, I DON'T THINK IT'S APPROPRIATE WHEN WE HAVE DIRECTED THEM TO DO THIS WORK, FOR THIS AND OTHER THINGS IN THE PAST, IN A WAY.

>> AND YOU'RE CORRECT, AS LONG AS THIS IS A CITY EVENT, IT DOESN'T APPLY. THAT'S WHY HE HAS TO BE A CITY EVENT. IF THIS WAS A CITY EVENT, THE GHOST OF CLEMENT RULES DO NOT APPLY AND THE 75 HOURS DO NOT APPLY. WE MITIGATED THIS RISK, BY FULLY REMEMBERED, THE MEMORANDUM OF UNDERSTANDING WHEN MAYOR FINKAM CAME TO OFFICE WAS, I THINK, TWO PAGES LONG, IT DID NOT HAD ANY OF THE DETAILS THAT IT NEEDED TO ADDRESS THESE ISSUES.

>> IT'S A TYPE ONE ORGANIZATION, SO IT'S CONTROLLED BY THE CITY FOR THE MISSION OF THE CITY TO BEGIN WITH IT'S THE CITY REGARDLESS OF WHAT THE CITY HAS CEDED THROUGH ITS CONTROL TO THE MARKET. I'M ASKING THIS FROM A PROCESS AS I'M TRYING TO BUILD, IN MY BRAIN, TO ENSURE THAT WE DON'T GET INTO DIFFERENT SCENARIOS , WE TALKED A COUPLE SLIDES AGO ABOUT THE EMPLOYMENT OF BOARD MEMBERS, THAT'S THE EXACT SAME BILL OF RIGHTS, WHICH IN THEORY WENT ONE WAY, PREVIOUS ADMINISTRATION AND A DIFFERENT WAY WITH THE NEW ADMINISTRATION IF THERE'S ANOTHER MAYOR IN THE FUTURE, ANOTHER PROCESS THAT HAS THOSE SAME THINGS THAT CAN BE USED FOR DIFFERENT PURPOSES.

AGAIN, TRYING TO RECTIFY ALL OF THIS, IN THE GUISE OF WHAT CAN WE DO AS A CITY? WHAT CAN WE DO AS A COMMITTEE? TONIGHT AND IN THE FUTURE AS WE LOOK AT THESE TO ENSURE THAT WE'RE PUTTING THE RIGHT PROTECTIONS. TYPE ONE IS THE MOST EXTREME DESIGNATION FOR CONTROL THAT YOU CAN HAVE THAT I'M AWARE OF AT THIS

POINT. >> YOU ARE CORRECT.

>> BEING A CITY EVENT. THE FLIP, THERE, WAS NOT ENOUGH IN THE CURRENT ADMINISTRATION'S SCOPE TO UNDERSTAND THE CONTROL, IT MAY HAVE BEEN ENOUGH, OR THE CONTROL THAT WAS BEING EXERTED

[00:25:03]

>> SO, TWO VERY PRACTICAL WAYS TO ADDRESS THAT RISK, THE FIRST IS THERE WERE MANY, MANY CONVERSATIONS BACK AND FORTH BETWEEN THE CITY'S LEGAL STAFF NCCI LEGAL STAFF, AND THERE WAS NOT AGREEMENT THERE. BECAUSE THERE WAS A LACK OF CLARITY THERE, BECAUSE THIS HAD NEVER BEEN DOCUMENTED. THAT WAS A CONTRACTUAL TERM THAT THE CITY'S HELD FIRM ON BECAUSE THEY WERE PROTECTING THE CITY'S EMPLOYEES. THE OPERATIONS AGREEMENT THAT WAS SIGNED AND EXECUTED IN OCTOBER, OCTOBER 2024, BOTH PARTIES AGREE, THIS GHOST APLENTY DOES NOT APPLY IN THE 75 HOURS DO NOT APPLY, THE SECOND THING IS I BELIEVE, ZACH AS THE CITY CFO, I BELIEVE THAT THE CITY IS NOW KEEPING TRACK AND THE EMPLOYEES ARE KEEPING TRACK OF ANY TIME THAT THEY'RE SERVING THAT COULD BE OUTSIDE OF THE CITY, SO THAT WE ACTUALLY KNOW AND CAN MONITOR THE 75 HOURS. IS THAT CORRECT, ZACH?

>> THAT IS A PROCESS THAT WAS NOT IN PLACE IN THE PAST THAT IS NOW IN PLACE TO MANAGE THIS, MONITOR IT, REPORT IT.

>> THANKS. MAYOR IS RIGHT, I WOULD SAY IT'S MORE OF AN EMOTION TYPE OF IMPROVEMENT, THIS IS ONE OF THOSE THINGS WHERE ESPECIALLY, I WANT TO MAKE A PITCH FOR A NEW ERP SYSTEM AS WELL, SOME DEPARTMENTS ARE BETTER SITUATED CURRENTLY TO LOG TIME ACCORDING TO WHICH PROJECTS THEY'RE WORKING ON. OTHERS IT'S GOING TO HAVE TO BE A MANUAL PROCESS UNTIL EXCEL SPREADSHEETS, UNTIL WE GET TO AN ERP SYSTEM WHERE WE CAN LOG TIE

LIKE THAT. >> THE GOAL IS, NOW, I THINK WE HAVE TO JUST STEP BACK FROM THE SCARY WORD OF GHOST EMPLOYMENT, AND THINK ABOUT WHY THE STATUTE IS THERE. THE STATUTE IS THERE TO PROTECT TAXPAYERS SO THAT THEY'RE NOT PAYING FOR SALARIES OF PEOPLE WHO ARE NOT DOING THE CITY , AND IF THE TAXPAYERS ARE PAYING FOR THEM THEY SHOULD BE WORTH ON CITY BUSINESS, AND SO THE 75 HOURS STATE LAW PERMITTED ANY CITY INSTRUMENTALITY, TO IDENTIFY WHAT WAS PERMISSIBLE, UNDER THEIR GOVERNMENTAL ENTITY, SO MAYOR BRAINARD SAID NO MORE THAN 75 HOURS, AND I'M A TAXPAYER IN CARMEL, I THINK THAT'S REASONABLE. IF WE WERE TO SAY WE WANT TO DO 150 HOURS, THE QUESTION IS, WOULD IT FEEL OKAY TO TAXPAYERS IF FOUR WEEKS OUT OF THE YEAR, ARE CITY EMPLOYEES WERE DOING SOMETHING ELSE? I THINK THE 75 HOURS IS REASONABLE, BUT, I THINK IT ONLY KICKS IN FOR THINGS THAT ARE NOT CITY BUSINESS. IF THE EXECUTIVE BRANCH IS ASKING THEIR EMPLOYEES TO DO SOMETHING ON BEHALF OF THE CITY, THIS DOESN'T EVEN APPLY.

THIS WOULD ALLOW YOU TO GO TO RILEY CHILDREN'S HOSPITAL AND ROCK BABIES, 75 HOURS, VOLUNTEER TIME HOURS. AND THEY DON'T HAVE TO BE ON THINGS LIKE THIS, THEY CAN BE ON OTHER, IT CAN BE IN THE PARKS DEPARTMENT OR ON OTHER FUNCTIONS.

>> CLARIFICATION, THE CITY'S ARGUMENT WAS ALWAYS THAT THIS WAS A CITY EVENT, REGARDLESS OF THE AMOUNT OF CONTROL OF THE PREVIOUS ADMINISTRATION DECIDED TO PUT ON THE MARKET, BECAUSE OF THE NONPROFIT STATUS. I JUST, PERSONALLY, I WANT TO LET CITY STAFF KNOW , THE CONCEPT OF THAT, THE IDEA OF GOING TO ROCK BABIES IS SOMETHING THAT'S BEEN APPROVED, THAT IS THE USE OF THIS TIME, IS NOT TO DO THE OFFICIAL BUSINESS OF THE CITY, AND THAT'S A POINT THAT'S BEEN MADE OVER AND OVER AGAIN. AGAIN, I HAVE PERSONAL COUNCIL OR HEARTBURN ABOUT, I WANT TO MAKE SURE THAT WE HONE IN ON THAT, BECAUSE I DO FEEL LIKE IT IS AN ARBITRARY DISCUSSION POINT, BECAUSE THE CITY ALWAYS THOUGHT THIS WAS A CITY EVENT AND DID NOT APPLY.

>> YES. >> I JUST GOT TO, NOT TO BELABOR IT, REALLY. I AGREE IF YOU GO BACK ONE SLIDE FOR EVERYBODY, THAT 8000 HOURS, THE NUMBER OF HOURS THAT THE DEPARTMENT IS PUTTING IN, AND AS WE KNOW THEY'RE THE EVERYTHING DEPARTMENT, THEY'RE ALSO DOING EVENTS, AND SNOW AND THINGS LIKE THAT AS WELL. TO ME, THE TWO ISSUES, ONE THAT YOU HIT IS COMPLIANCE, AND SO, BEING COMPLIANT BY MAKING THIS, MAKE

[00:30:04]

>> I DO NOT KNOW THAT, I CAN SAY WITH CONFIDENCE THAT THE MAJORITY OF THOSE HOURS ARE NOT OVERTIME, BUT I CAN LOOK INTO ESPECIALLY WITH A STREET APARTMENT, THEY DO A PHENOMENAL JOB IN RECORDING THESE HOURS. I CAN GET BACK TO YOU ON THAT.

>> YUP. >> OKAY. SO, IN REVIEWING THE DOCUMENTS THAT CCI PROVIDED OVER THE LAST COUPLE MONTHS, OUR OBSERVATIONS ARE THAT CCI LACKED GOOD GOVERNANCE PRACTICES, GENERAL CORPORATE HYGIENE, AND UNDERSTANDING OF ITS TAX STATUS.

THAT'S A MESSAGE THAT YOU HEARD WITH RESPECT TO MOUNT CARMEL, BUT AS YOU REVIEW THE DOCUMENTS, THERE WERE MANY EXAMPLES. WE DID NOT INCLUDE ALL OF THEM IN THE POWERPOINT PRESENTATION, SO I'M GOING TO ILLUSTRATE THE ISSUES WITH EXAMPLES UNDERSTANDING THAT WE SAW THIS REPLICATED OVER AND OVER AGAIN IN THE DOCUMENTS. THE FIRST EXAMPLE IS , AS I SAID EARLIER, A TYPE ONE SUPPORTING ORGANIZATION CCI MAY ONLY MAKE GRANTS TO THE CITY OR AT THE DIRECTION OF THE CITY, AND ALL OF ITS ACTIVITIES ARE TO BE DIRECTED SOLELY FOR THE BENEFIT OF THE CITY. SO WHEN WE WERE LOOKING AT THE MINUTES THAT WERE PROVIDED TO US ON FEBRUARY 22ND, OF 2024, LAST YEAR, THE MINUTES SAID THAT THE GOAL WAS TO EVENTUALLY HAVE LEFTOVER REVENUE GO TO AREA NONPROFITS AS A DONATION, OR PROVIDE SCHOLARSHIPS FOR EXCHANGE STUDENTS TRYING TO GROW THE CHARITABLE PIECE OF THE ORGANIZATION. THAT CONCEPT WAS REINFORCED AGAIN IN APRIL OF 2024, WHERE THE BOARD MINUTES SAID THAT DONATING $10,000 TO A CHARITABLE ORGANIZATION THAT CONNECTS TO OUR MISSION. HE SPECIFICALLY TALKED ABOUT CREATING A VIP DAY EVENT, AND RAISING AT LEAST $150,000 AND DONATING $10,000 TO A CHARITABLE ORGANIZATION THAT CONNECTS TO OUR MISSION. THAT WAS A BAROMETER TO US OF SOME OF THE THINGS WHEN WE SAY CCI DIDN'T UNDERSTAND ITS TAX STATUS, THE BOARD MINUTES WERE TALKING ABOUT MAKING GRANTS THAT WERE INCONSISTENT WITH CCI'S STATUS AS A TYPE ONE SUPPORTING ORGANIZATION. I DON'T KNOW THAT THOSE GRANTS WERE EVER MADE, I'M JUST MAKING A POINT THAT PART OF THIS JOURNEY, WHEN MAYOR FINKAM SET THE GOALS FOR OUR REVIEW AND ANALYSIS, IT WAS THAT EACH OF THESE NONPROFIT ORGANIZATIONS WOULD BE A BEST PRACTICE GOVERNANCE ENTITY, AND I THINK THAT WHEN WE GET TO THE END OF THAT, WE WILL BE THERE.

YES. >> JUST A QUICK QUESTION ON THAT. THE IDEA OF GRANTING DOESN'T FALL OUTSIDE THE SCOPE OF THE TAX STATUS IF IT'S WITHIN THE MISSION OF THE

ENTITY. >> SHOULD BE BACK TO THE CITY, TYPE ONES ARE DIFFERENT. GENERALLY A 501(C)(3) ORGANIZATION CAN MAKE GRANTS, AND SO WE SEE THEM ALL OVER IN THE COMMUNITY. TYPE ONE SUPPORTING ORGANIZATIONS ARE TYPICALLY NOT TO BE MAKING GRANTS TO ORGANIZATIONS OTHER THAN THEIR SUPPORT TO THE ORGANIZATION.

>> TYPICALLY NOT OR CANNOT? >> THERE ARE VERY LIMITED EXCEPTIONS TO WHICH SUPPORTING ORGANIZATION CAN MAKE A GRANT, IT WOULD HAVE TO BE A GRANT TO THE CITY, OR ON BEHALF OF THE CITY. AND WHAT WE SAW HERE WERE EXAMPLES WHERE THEY WERE TALKING ABOUT NONPROFIT GRANTS, BUT THERE WAS NO NEXUS BACK TO THE CITY, THEY'RE NOT DOING IT AT THE DIRECTION OF THE CITY, AND SO, WHAT WE'RE DOING IN WHAT WE WERE REQUESTED TO DO WAS TO GIVE EXAMPLES OF WHAT OUR OBSERVATIONS WERE AND WHERE WE

FOUND. >> AGAIN I'M TRYING TO HONE IN ON THAT, THE REGION BETWEEN APPOINTED BOARD, BOARD APPOINTMENT WAS THE GOVERNANCE PROCESS. BOARD IS APPOINTED TO CONTROL THE ENTITY, AND GIVEN THE DIRECTION, AND FITS WITHIN THE MISSION OF THE TYPE ONE, THE MISSION OF THE TYPE ONE IS TO

[00:35:05]

OKAY FOR A TYPE ONE? >> THERE'S A DIFFERENCE BETWEEN THE GOVERNANCE STRUCTURE, THE BOARD APPOINTMENT, AND WHAT A TYPE ONE ORGANIZATIONALLY CAN DO. AND A TYPE ONE ORGANIZATIONALLY IS TO TYPE -- ONLY THINGS THAT BENEFIT ITS PARENT ORGANIZATION. IN THIS SITUATION, GRANTMAKING TO OTHER ORGANIZATIONS ORGANICALLY, WOULD BE INCONSISTENT WITH EXISTING FOR THE SOLE BENEFIT OF YOUR PARENT.

>> TO BE CLEAR, IF THEY DECIDED TO DO THIS AND THE LANGUAGE WAS DIFFERENT IN THE EMAIL AND SAID WE'RE GOING TO CONTACT THE CITY AND SEE IF WE CAN DONATE TO A PARTICULAR GROUP ON BEHALF OF, THAT IS SOMETHING A TYPE ONE CAN DO.

>> ANOTHER EXAMPLE WOULD BE TO RELIEVE THE BURDEN OF ITS PARENT, SO, IF FOR EXAMPLE, THE CITY HAS A GRANT PROGRAM, AND THE CITIES OBLIGATED TO MAKE A GRANT, AND CCI HAS EXCESS REVENUE AND THE CITY SAYS ON OUR BEHALF, WOULD YOU BELIEVE OUR BURDEN? SOMETHING LIKE THAT WOULD BE PERMISSIBLE. BUT, NOT ON THEIR OWN. NOT GOING OUT AND IDENTIFYING, AND THERE WERE PLACES THROUGHOUT THE MINUTES WHERE IT SAID THAT THEY WANTED TO INCREASE THEIR PHILANTHROPIC ACTIVITIES. THAT'S GRANTMAKING ACTIVITIES, THAT SEEMS TO BE DIRECTED TOWARD THE PUBLIC RATHER THAN BACK AT THE PARENT. YOU CAN SEE HOW, IF YOU HAVE THE CITY SUBSIDIZING IT AND TAXPAYER DOLLARS GOING IN AND EXCESS REVENUE, AND INSTEAD OF THE EXCESS REVENUES GOING BACK TO THE PARENT TO MAKE THE TAXPAYER THEY'RE GOING TO OTHER CHARITIES, THEN ESSENTIALLY WHAT YOU HAD, YOU HAD THE TAXPAYER SUBSIDIZED CCI AND THOSE TAXPAYER DOLLARS ARE GOING OUT TO OTHER NONPROFITS IN THE COMMUNITY. PROMOTE CARMEL COULD HAVE DONE THAT. BECAUSE IT WASN'T A TYPE ONE SUPPORTING ORGANIZATION. BECAUSE OF ITS TAX STATUS, THERE ARE SPECIAL RULES THAT APPLY TO CCI, THAT DID NOT APPLY TO SOME OF THE OTHER NONPROFIT AFFILIATES. THEY'RE VERY UNIQUE. WE'RE SO USED TO HAVING CHARITIES IN OUR COMMUNITY THAT ARE MAKING, THAT ARE GRANTMAKERS. WE SEE IT HAPPENING SO MUCH. BUT THIS TYPE OF CHARITY IS VERY RESTRICTED IN ITS ABILITY TO MAKE GRANTS. TO

OTHERS. >> IS THERE A WAY TO GET THE RULES ON THAT FOR THE TYPE ONES WE CAN PUT THEM INTO OUR PROCESS? I'M STILL STRUGGLING TO SEE, IF THE GRANT WAS TO SOMETHING THAT FIT THE MISSION, AND IT SAYS, CONNECTS TO OUR MISSION, IF THE MISSION IS TO PROMOTE THE CITY OF CARMEL IN THIS PARAGRAPH, IS VERY BROAD WHICH IS ONE OF THE THINGS A NARROWER SCOPE ALLEVIATES SOME OF THESE ISSUES, BUT, I COULD STRATEGICALLY FIT A $10,000 GRANT INTO SOMETHING THAT WOULD FIT THIS MISSION, WHICH IS TO SUPPORT THE CITY, SO IF THERE ARE SPECIFIC RULES BEHAVIOR CANNOT BE DONE BY A TYPE ONE, I WOULD LOVE TO SEE THAT LEGAL BASIS WE CAN BUILD THAT INTO OUR

RECOMMENDATIONS. >> OKAY, VERY HELPFUL. THE OTHER THING THAT WE NOTICED WAS, VERY, VERY MANY REFERENCES IN THE MINUTES TO PAYING THE CEO A BONUS BASED UPON NET PROCEEDS.

SO, HERE'S AN EXAMPLE FROM THE MINUTES OF FEBRUARY 2024. IT SAYS, CURRENT BASE PAY IS 125,000, WITH BONUS BASED UPON NET PROCEEDS. AND AS WE'RE GOING TO DESCRIBE IN LATER SLIDES, 501(C)(3) ORGANIZATIONS ARE RESTRICTED TO PROHIBITED FROM DISTURBING THEIR NET EARNINGS TO PRIVATE INDIVIDUALS. 501(C)(3), THE ACTUAL INTERNAL REVENUE CODE SAYS THAT A 501(C)(3) ORGANIZATION MAY NOT ALLOW ITS NET INCOME TO INURE TO THE BENEFIT OF A PRIVATE INDIVIDUAL. THAT NET INCOME ISSUE IS VERY, VERY IMPORTANT. THIS WAS SOMETHING THAT I THINK THE BOARD IN FEBRUARY OF 2024, THE BOARD AT THAT TIME RECOGNIZED THAT THIS WAS NOT A BEST PRACTICE. AND THEY HIRED A COMPENSATION CONSULTANT, COMPENSATION CONSULTANT REDIRECTED THEM, FROM BEING REVENUES BASED ON NET PROCEEDS, ESSENTIALLY WHAT THEY WERE DOING IS DISTRIBUTING A PORTION OF THE NET REVENUES AT THE END OF THE MARKET, OUT TO THE EXECUTIVES. THAT IS NOT A BEST PRACTICE, AND THAT CAN LEAD TO REALLY SERIOUS CONSEQUENCES TO A 501(C)(3). SO WE HAD CONVERSATIONS WITH CCI LEGAL COUNCIL THROUGHOUT 2024, AND THIS IS ONE OF THOSE ISSUES THAT THEY ADDRESSED. AND THAT THEY HAVE RESOLVED, AND I DON'T BELIEVE THAT THAT'S A PROBLEM ANYMORE. ANOTHER EXAMPLE WOULD BE, LOOKING AT THE MARCH 2024 MINUTES, THERE WAS A COMMENT IN THE MINUTES SAYING THERE'S NEVER BEEN AN ANNUAL MEETING, WHAT WOULD THIS LOOK LIKE MOVING FORWARD? AND THEIR BYLAWS

[00:40:02]

THEY WEREN'T HAVING ANNUAL MEETINGS.

>> I WANT TO CLARIFY, AND I PULLED IT UP TO CHECK THAT. I DON'T KNOW WHY. BUT THERE'S A CLAUSE BEFORE THAT ANNUAL MEETING THAT'S NOT ON THE SLIDE. IT SAYS UNLESS THE BOARD OF DIRECTORS DETERMINES OTHERWISE, SO, THERE IS AN OUT TO HAVE AN ANNUAL MEETING. THE IDEA THAT IT WASN'T HAPPENING, THAT THEY WERE DECIDING TO DO IT IS A GOOD DESIGN FOR THE NEWLY APPOINTED BOARD AT THAT TIME, THAT THERE IS AN OUT. IT IS NOT A REQUIREMENT OF THE BYLAW BASED ON THE WRITING OF THE BYLAWS.

>> THE WAY THAT WE READ THAT IS, UNLESS THE BOARD DETERMINES OTHERWISE, THE BOARD SHALL MEET DURING THE FIRST QUARTER OF EACH YEAR, MEANING THEY CAN MOVE THE TIMING OF IT. NOT THAT THEY CAN'T HAVE ONE, BUT THAT THEY CAN MOVE THE TIMING, AND SO, IT'S HARD, SOMETIMES, PEOPLE WILL SAY, OUR ANNUAL BOARD MEETING IS GOING TO BE ON THE SECOND TUESDAY OF FEBRUARY, AND THAT DOESN'T HAPPEN. AND YOU DON'T WANT A TECHNICAL VIOLATION OF IT. SO THAT LANGUAGE WAS MEANT TO BE, UNLESS THE BOARD DETERMINES THAT IT HAPPENS. THE QUESTION WE HAD WAS, WHAT ABOUT THE OTHER THINGS THAT ARE SUPPOSED TO HAPPEN AT AN ANNUAL MEETING LIKE THE ELECTION OF OFFICERS? WAS THAT SOMETHING THAT IS REGULARLY HAPPENING?

>> WAS THAT NOT HAPPENING AT OTHER MEETINGS?

>> WE COULDN'T SEE A CLEAR UNDERSTANDING OF WHETHER THERE WAS A REGULAR CYCLE FOR THOSE THINGS TO HAPPEN.

>> OKAY. SO, IN BEST PRACTICES, YOU WOULD THINK THAT HAVING AN ANNUAL MEETING TO THEN ELECT YOUR OFFICERS, AND DO THAT, THAT'S TYPICAL OF ANY NOT FOR PROFIT THAT I'VE EVER BEEN INVOLVED WITH. IS THAT WHAT WE'RE TALKING ABOUT GOING FORWARD IS SAYING BEST PRACTICES, ANNUAL MEETING,

ELECTION OF OFFICERS, >> GOOD GOVERNANCE PRACTICES WOULD BE WE'RE GOING TO MEET ONCE A YEAR, ELECT OUR OFFICERS, IT'S GOING TO HAPPEN THE SAME TIME EVERY YEAR, TYPICALLY AT THAT MEETING WE DO A COUPLE OTHER THINGS, WE GET A REPORT ON LAST YEAR'S FINANCES AND WE APPROVE OUR BUDGET. SO, THOSE ARE JUST GENERAL HOUSEKEEPING, AND WHEN WE SAW IN THE MINUTES, WHAT DOES THIS MEAN? WE DON'T KNOW, WE DON'T HAVE THESE, ONE OF THE DUTIES THAT EVERY FIDUCIARY DUTY THAT EVERY BOARD MEMBER HAS IS A DUTY OF OBEDIENCE, AND THAT'S OBEDIENCE TO THE ARTICLES AND BYLAWS, AND SO EVERY NONPROFIT DIRECTOR HAS AN OBLIGATION TO KNOW WHAT THE ARTICLES AND BYLAWS REQUIRE, AND THEN FOLLOW THOSE. AND SO, AGAIN, I'M GOING TO SAY THIS MANY TIMES THROUGHOUT THIS, THESE ARE THINGS THAT WE HAVE WORKED ON OVER THE LAST SIX MONTHS, WE FEEL COMFORTABLE THAT THIS BOARD IS TAKING THE CCI LEADERSHIP TEAM, ARE TAKING THIS FEEDBACK SERIOUSLY, AND OUR COURSE CORRECTING, SO MANY OF THESE ISSUES, WE HAVE ALREADY FIXED. SO THROUGHOUT 2024, THE CITY WAS REINFORCING TO CCI THAT IT NEEDED TO BE INDEPENDENT, AND THAT INDEPENDENCE WAS AN INDEPENDENCE FROM LEGAL COUNCIL AND ACCOUNTANTS, BUT, IT ALSO WAS THAT FINANCIAL SUSTAINABILITY PIECE. THAT IT WOULD , OVER TIME, BECOME SELF-SUFFICIENT. THE CITY DID NOT REQUEST THAT CCI DISTANCE ITSELF FROM THE CITY BY DECREASING THE CITY'S AUTHORITY AS A SUPPORTING ORGANIZATION, TO APPOINT ITS BOARD, OR TO EXERCISE THAT GOVERNMENT. MAYOR FINKAM'S TEAM WAS SAYING, WE WANT INDEPENDENCE IN TERMS OF YOUR LEGAL COUNCIL, YOUR ACCOUNTANTS, YOUR FINANCIAL SUSTAINABILITY. THE MAYOR'S OFFICE WAS NOT ASKING TO CHANGE THAT TYPE ONE SUPPORTING ORGANIZATION RELATIONSHIP. HOWEVER, IN RESPONSE TO THAT, THROUGHOUT 2024, RATHER THAN FOCUSING ON THAT FINANCIAL RELATIONSHIP, AND THE CONTINUING TAXPAYER SUBSIDIES, CCI WAS ASKING AND REQUESTING TO DECREASE THE GOVERNANCE CONTROL THAT THE CITY HAD, AND THE MAYOR'S ABILITY TO APPOINT CCI'S DIRECTORS. AND I THINK THAT'S A REALLY IMPORTANT TO PUT THIS IN THE CONTEXT OF THE FACT THAT WE HAVE A NEW MAYOR, THE NEW MAYOR COMES INTO OFFICE, IS STARTING TO DO A REVIEW, AND IS STARTING TO SAY, I'M LOOKING FOR BEST PRACTICES IN GOVERNANCE. I'M LOOKING FOR ACCOUNTABILITY, I'M LOOKING FOR , I'M LOOKING FOR FINANCIAL ACCOUNTABILITY, I'M LOOKING FOR SELF SUSTAINABILITY. AND THE CITY SENT A TERM SHEET TO CCI THAT TALKED ABOUT THESE FINANCIAL TERMS. AND WHAT CCI PROVIDED BACK WAS A REQUEST TO AMEND THEIR ARTICLES AND BYLAWS

[00:45:02]

BUT, THE MINUTES SAY THAT THEY WERE DISCUSSING , THAT THE MAYOR WOULD DROP FROM APPOINTING ALL OF THE DIRECTORS TO APPOINTING

THREE OF SEVEN. >> TO CLARIFY THAT WAS NOT AN OFFICIAL ACTION OF THE BOARD. IT WAS JUST A DISCUSSION OF WHAT WAS OCCURRING. I DON'T SPEAK FOR ALL THE COUNSELORS UP HERE, BUT WE TALK ABOUT A LOT OF STUFF APPEAR THAT WE DON'T UNDERSTAND

EITHER. >> SO IT WAS A DISCUSSION, AND THEN CCI'S LEGAL COUNCIL PROPOSED A NEW SET OF ARTICLES AND BYLAWS TO THE CITY ON JUNE 11TH, TO REDUCE THE CITY'S AUTHORITY FROM APPOINTING ALL OF CCI DIRECTORS TO APPOINTING A MAJORITY OF CCI DIRECTORS. AND THAT WEEK MAYOR FINKAM'S TEAM DECLINED TO MAKE THOSE CHANGES, MAYOR FINKAM WANTED TO RETAIN THE SAME POWERS THAT MAYOR BRAINARD HAD HAD.

>> AND QUESTION THERE, TO DIG IN, THE IDEA THAT THE INDEPENDENT BOARD, WHICH IS APPOINTED BY THE MAYOR, DOESN'T MAKE INDEPENDENT ACTIONS, SAID. THOSE DO HAVE TO GO BACK BEFORE THE SUPPORTED ORGANIZATION FOR APPROVAL AS WELL?

>> ONE OF THE THINGS THAT CCI ACTUALLY, ONE OF THE THINGS THAT THE MAYOR REQUESTED WAS , SO CCI DID MAKE CHANGES TO THEIR ARTICLES AND BYLAWS, AND THEY DID STREAMLINE SOME THINGS WITH THE MAYOR'S APPROVAL. THE MAYOR'S TEAM ASKED THAT THERE BE PROVISIONS IN THEIR THE ARTICLES AND BYLAWS CANNOT BE AMENDED WITHOUT THE APPROVAL OF THE CITY, SO THAT YOU CAN'T HAVE A BOARD TAKE ACTION WITHOUT THE CITY KNOWING IT. GOING

FORWARD THERE IS PROTECTION. >> AND THOSE WERE THE BEST PRACTICES TO BUILD AND BYLAWS FROM THE GET GO, IF THERE ARE THINGS TO DO, THEY WERE NOT THERE AT THAT POINT IN TIME.

JUST TRYING TO FIGURE OUT, AGAIN, I'M LIVING IN THAT NETHER REGION BETWEEN UNDERSTANDING WHAT WE CAN DO AND WHAT WE SHOULD DO, AND WHAT WE SHOULD DO MOVING FORWARD TO PROTECT PROCESS. SO THE IDEA OF THOSE CHECKS AND BALANCES, WILL BE. THEY CAN BE BUILT INTO THE RELATIONSHIP THAT SET UP WITH A NONPROFIT, BASED ON THE BYLAWS AND THE AMENDMENTS THAT GO IN

THERE. >> A BEST PRACTICE FOR A TYPE ONE SUPPORTING ORGANIZATION IS THAT CERTAIN PROVISIONS THAT ANCHOR THE ORGANIZATIONS MAY NOT BE CHANGED WITHOUT THE PARENTS APPROVAL. IT'S USUALLY NOT EVERYTHING IN THE ARTICLES AND BYLAWS, YOU DON'T WANT TO GET INTO, DO YOU HAVE A TWO YEAR TERM OR THREE-YEAR TERM, WHO IS YOUR OFFICERS, BUT, FOR THESE KEY RELATIONAL ASPECTS, THOSE PROVISIONS, IT IS A BEST PRACTICE THAT THEY NOT BE ABLE TO BE CHANGED WITHOUT THE APPROVAL OF THE PARENT ORGANIZATION.

>> OKAY. AND THEN, JUST TO BRING IT BACK TO THE LANGUAGE, THAT WON'T BE IN THE LAW THAT WE GET AFTER THIS, THERE WILL BE A FOLLOW-UP ON WHAT THE TYPE ONE HAS TO DO, THAT'S A BEST PRACTICE TO GET BUILT INTO THE RELATIONSHIP. I ASK BECAUSE THERE'S A DIFFERENCE BETWEEN APPOINTING A BOARD INDEPENDENT BOARD DIRECTORS THAT ARE MEETING WITH SPECIFIC MISSION SET UP AT A NONPROFIT, AND THE MAYOR JUST BEING THE EXECUTIVE THAT RUNS THE THING. AND OF ALL OF THE CONTROL MECHANISMS THAT ARE

[00:50:01]

OF THAT NONPROFIT TO EXIST ? >> NO. IT IS A RESERVE POWER.

GOVERNANCE DOCUMENTS WILL ALWAYS SET OUT EVERYBODY'S RIGHTS, AND THE CITY IS THE SUPPORTED ORGANIZATION, SO THE CITY'S RIGHTS ARE IN THE ARTICLES AND BYLAWS, AND IT IS ESSENTIALLY A RESERVED POWER OF THE PARENT ORGANIZATION. THE PARENT RESERVES A GREAT EXAMPLE IS A COUPLE SLIDES AGO I SAID, IF CCI EVER DISSOLVES ITS ASSETS ARE TO BE DISTRIBUTED BACK OUT TO THE CITY. YOU WOULD NOT WANT CURRENT BOARD MEMBERS TO DISSOLVE THE ENTITY, AND DISTRIBUTE THE ASSETS TO THE CITY OF FISHERS.

WE LOVE FISHERS, BUT THAT'S, THOSE TYPES OF ORGANIC RELATIONSHIPS BETWEEN THE TWO ENTITIES, THOSE NEED TO BE ANCHORED AND APPROVED BY THE PARENT ORGANIZATION. NOT

EVERYTHING. >> ONE MORE, THEN WE CAN MOVE ONTO THE SLIDES, WE GOT A FEW LEFT. WHY? MAYBE THIS IS EVEN A HORRIBLE QUESTION TO ASK RIGHT NOW, BUT, WHY CREATE AN AFFILIATE AT ALL , IF THE PROCESS NEEDS TO BE CONTROLLED BY THE PARENT? WHAT IS THE EXTERNALITY WE GET OUT OF HAVING AN UN- PROFIT AFFILIATE, IS IT JUST AVOIDING ORDINANCE AND STATUTORY AUTHORITY THAT AN AFFILIATE CAN DO THAT THE CITY CAN'T DO ON ITS OWN, AND WHY SHOULD WE BE APPROPRIATING MONEY AS A CITY COUNCIL TO SOMETHING THAT IS DOING SOMETHING THAT WE HAVE NOT APPROVED THEM TO DO? THAT'S THE GLOBAL QUESTION IN

MY BRAIN. >> THAT IS A GREAT, GREAT QUESTION. IT'S A REALLY BIG QUESTION. WHAT WE'RE TALKING ABOUT RIGHT NOW IS GOVERNANCE, AND GOVERNANCE SHOULD, IN A HEALTHY RELATIONSHIP BETWEEN A PARENT AND SUBSIDIARY, WE SHOULD TALK ABOUT AND CARE ABOUT GOVERNANCE ABOUT 3% OF THE YEAR.

THE REST OF THE YEAR, THE OTHER 97%, THE EXECUTIVE TEAM IS MANAGING THE ORGANIZATION DAY TO DAY, THEY'RE PUTTING ON THE EVENTS, DOING THE PROGRAMMING, NONE OF THOSE THINGS ARE GOVERNANCE. THE REASON WHY WE'RE FOCUSED ON GOVERNANCE RIGHT NOW IS BECAUSE WE HAD TENSION AROUND GOVERNANCE. SO WE'RE HAVING TO RESOLVE THESE GOVERNANCE ISSUES BECAUSE THEY WERE AMBIGUOUS, THEY LACKED CLARITY, BUT, ONCE WE ARE ON A HEALTHY FOOTING, AND THE RELATIONSHIP IS HEALTHY BETWEEN THE PARENT AND SUBSIDIARY, THESE THINGS DON'T KICK IN, BECAUSE THESE GOVERNANCE RIGHTS, THEY DON'T INTERSECT WITH THE ABILITY OF THE EXECUTIVE TEAM TO MANAGE THE DAY-TO-DAY OPERATIONS. TO RUN THE EVENTS AND TO RUN THE PROGRAMMING.

>> I BRING IT UP BECAUSE WE'RE TALKING ABOUT, STARTING WITH MORE SPECIFIC BUT THERE'S OTHER AFFILIATES THAT ARE IN THE PROCESS, WE'VE SEEN ISSUES WITH THEM. THAT ARE GOVERNANCE, 3% OF THE TIME WOULD BE A JOY THAT WE'RE SPENDING 100% OF OUR TIME, NOT GHOST DEPLOYMENT BECAUSE THIS IS CITY BUSINESS, BUT WE'RE WORKING ON THESE ISSUES THAT ARE ABOUT THAT SPECIFIC CONTROL. HOPEFULLY TO SET IT UP SO IT'S 3% MOVING FORWARD, BUT, I DO WONDER WHY, WHY AN AFFILIATE?

>> ONE GREAT EXAMPLE, ONE GREAT EXAMPLE IS PHILANTHROPY, PEOPLE WHO WANT TO GRANT MONEY TO CCI, SPONSORS, FOR EXAMPLE. MANY LARGE FUNDERS HAVE GRANTMAKING PRIORITIES THAT THEY WILL NOT GIVE PHILANTHROPY TO THE CITY. THEY JUST DON'T BELIEVE, FOR EXAMPLE, PRIVATE FOUNDATIONS, THEY WON'T GIVE TERRIBLE DOLLARS TO THE CITY BECAUSE WHY IS IT THEIR RESPONSIBILITY WITH THEIR 501(C)(3) FUNDS TO UNDERWRITE THE CITY'S BUDGET? I THINK THERE'S A HUGE POTENTIAL HERE FOR CCI TO RAISE PHILANTHROPY IN THE FUTURE THAT WILL DECREASE THE CITY'S NEEDS , MANY, MANY FUNDERS WILL NOT GIVE THOSE FUNDS TO A GOVERNMENTAL ENTITY, MANY OF MY CLIENTS WON'T GIVE THOSE FUNDS.

THIS IS A GREAT VEHICLE, THIS IS DOING SOMETHING THAT IS NOT , IT'S IMPORTANT TO THE CITY BUT IT'S NOT A CORE SERVICE. IT'S NOT AN ESSENTIAL SERVICE TO THE CITY, AND SO YOU PUT IT THERE, YOU GIVE IT ITS OWN MANAGEMENT TEAM, YOU GIVE IT ITS OWN GOVERNANCE STRUCTURE, IT'S NOT TAKING TIME AWAY FROM THE CITY STAFF TO MANAGE IT, AND I THINK THAT THERE IS A LARGE POTENTIAL THERE FOR PHILANTHROPY, IF CCI STAFF START TO TAP INTO THAT.

WITH DOLLARS THAT WOULD NOT BE GIVEN TO A GOVERNMENTAL ENTITY.

SO, I KNOW THAT WE'VE HAD A LOT OF CONVERSATIONS, ABOUT WHAT IS THE IMPACT OF ALL OF THIS ON CCI'S TAX EXEMPTION? WE'VE MADE A LOT OF CHANGES, WE CHANGE THE GOVERNANCE, WE'VE SIGNED AN OPERATIONS AGREEMENT, WE'VE CHANGED, WE'VE CLARIFIED WHO OWNS THE MARKET. WE'VE MADE A LOT OF CHANGES OVER THE LAST SIX MONTHS, AND SO, ICE MILLER IS REPRESENTING CCI, AND ICE MILLER IS COMFORTABLE AND HAS GIVEN IN WRITING, THEIR COMFORT LEVEL

[00:55:04]

>> IS THAT A VALID LEGAL MEMO? OR IS THAT JUST AN EMAIL STATING

AN OPINION? >> IT'S AN EMAIL, I THINK ONE OF THE THINGS THAT THE MAYOR SAID AT THE LAST MEETING IS, WE DID NOT DO A FORENSIC AUDIT OF THESE THINGS BECAUSE IT'S EXPENSIVE, AND WE DID NOT ASK ICE MILLER TO GIVE A LEGAL OPINION BECAUSE THAT'S AN INCREDIBLY EXPENSIVE THING TO DO. OBVIOUSLY YOU, AS A COMMITTEE, HAVE THE RIGHT TO REQUEST ANYTHING THAT YOU DESIRE, BUT, WE FELT COMFORTABLE THAT CCI HAS NOT BEEN ASKED TO DO ANYTHING THAT WOULD DAMAGE ITS 501(C)(3) STATUS, AND I THINK ICE MILLER IS COMFORTABLE, BUT THERE WOULD BE CONSIDERABLE EXPENSE , AND WE'RE TRYING TO MANAGE THOSE FEES. AND AS A LAWYER, LEGAL OPINIONS. THIS IS AN EMAIL, THIS IS NOT A LEGAL OPINION. MOVING ON TO THE

FINANCIAL REVIEW, YES? >> I JUST WANTED TO, IN THE INTERMISSION HERE BETWEEN, GOVERNANCE AND FINANCIAL, BECAUSE WE HAVE A LOT OF FOLKS HERE THAT WEREN'T AT OUR PRIOR MEETINGS, AND THEY'RE ALL JUST AS EXCITING, SO, TWO COMMENTS, ONE AT A HIGH LEVEL, I'M JUST A CITIZEN REPRESENTATIVE ON THIS COMMITTEE. THE REASON WE'RE DOING THIS IS NOT TO PICK ON ANY INDIVIDUAL ORGANIZATION. IN FACT, WHAT COUNSEL SET OUT WAS LET'S REVIEW A MYRIAD OF AFFILIATED ORGANIZATIONS THAT THE CITY SUPPORTS DIRECTLY OR INDIRECTLY. TO ME, AND I THINK I SPEAK FOR THE FOLKS UP HERE, THE ONLY REASON WE'RE DOING IT IS HOW DO WE DO IT BETTER GOING FORWARD? NOT HARPING ON THE PAST BUT LEARNING FROM THE PAST, WHAT CAN WE DO, WHAT SYSTEMS CAN WE PUT IN PLACE TO MAKE SURE WE DO A BETTER JOB ACROSS OUR ORGANIZATIONS, NOT JUST THESE. THE SECOND THING THAT I THINK IS WORTH NOTING, IS THAT TWO THINGS CAN BE TRUE, AN ORGANIZATION LIKE CAN PUT ON A FABULOUS WORLD-CLASS EVENT, AND HAVE A VERY TALENTED MARKET MASTER, AND YET STILL NEED TO TRANSITION AND IMPROVE WHAT THEY'RE DOING. JUST IMPORTANT SO WE'RE NOT, THIS IS A BROAD-BASED REVIEW WITH ONE PURPOSE ONLY TO IMPROVE THIS, AND ALL ORGANIZATIONS GOING FORWARD. AND AGAIN, ALTHOUGH IT SOUNDS LIKE CRITICISM BECAUSE WE'RE DIGGING INTO THE PERSPECTIVE HERE, ONLY GOAL HERE IS HOW DO WE MAKE THIS ORGANIZATION BETTER, MORE SUSTAINABLE, MORE ACCOUNTABLE,

MORE TRANSPARENT. >> ABSOLUTELY. SO, I'M SO GLAD THAT ZACH HAS JOINED ME UP HERE AS WE MOVE INTO THE FINANCIAL REVIEW, IN CASE THERE ARE ANY QUESTIONS, AND YOU CAN HOLD ME

ACCOUNTABLE FOR WHAT I SAY. >> AS I CAN MAKE ONE REMARK, SOME OF THE NUMBERS, HERE, THERE MIGHT BE SOME CONFUSION AT TIMES BECAUSE WE DO TEND TO TALK ABOUT IT IN TERMS OF, IT WAS THE 2024 EVENT, BUT THAT OCCURRED IN FISCAL YEAR 2025 FOR CCI,

>>'S A GREAT POINT, CCI'S TAX YEAR IS 3/31/YEAR END, THEY COMPLETED THE TAX YEAR, FOR PURPOSES OF A LOT OF THIS DISCUSSION WE'RE GOING TO FOCUS ON 3/31/24, THE REASON WE'RE GOING TO FOCUS ON 3/31/34 IS BECAUSE WE HAD THE RECORDS WHEN WE WERE DOING THE REVIEW , THE YEAR WAS CLOSE AND WE COULD CONNECT THE DOTS. BETWEEN PRESENTATIONS TO THE CITY COUNCIL, PRESENTATION TO THE MAYOR'S OFFICE, TAX RETURNS, MINUTES, AND SO WE KIND OF PICKED A PERIOD OF TIME WHICH IS LIKE THAT FIRST AND SECOND QUARTER OF 2024, TO DO OUR REVIEW AND TO GIVE SOME EXAMPLES. AND, AGAIN, THIS ISN'T A FORENSIC AUDIT, AND THESE ARE OBSERVATIONS. SO, THE

[01:00:04]

>> THIS MAY BE ZACH QUESTION, BUT WONDERING PROCESS WISE, THE DIRECT , DIRECT , DO WE KNOW AND DO YOU HAVE THE NUMBERS OF THE DIRECT SUPPORT FROM THE CITY WHICH IS MONEY IN VERSUS THE INDIRECT OF THE CITY , SERVICES THAT WERE APPLIED DIRECT EXPENSES WE'RE TALKING ABOUT, WITH STREET APARTMENT, THAT'S A DIRECT SERVICE OR DIRECT EXPENSE, MARK IT HAD TO PAY BUT IT'S INDIRECT, THAT THE CITY ALLOCATED TO IT. TO THAT POINT, I'LL CONFIRM THE SPECIFIC AMOUNT, IN THE EARLY YEARS THERE WERE A FEW HUNDRED THOUSAND DOLLARS, THAT DIRECT SUPPORT.

OTHERWISE, WE TALK ABOUT INDIRECT SUPPORT, WHETHER THAT WAS LABOR OR PURCHASES MADE, BY A CITY DEPARTMENT, OR CONTRACTS PAID FOR BY THE CITY DEPARTMENT, IN TERMS OF GETTING CASH OVER, THAT WAS LIMITED TO THE FIRST TWO YEARS OF THE EVENT.

>> TO CLARIFY, THIS IS NOT A FORENSIC ACCOUNTANT, FOR THE

PREVIOUS YEARS WE FEEL >> THERE ARE SOME OF THESE YEARS, SOME DEPARTMENTS IS GOOD RECORDS OF HOW THEY HAD SPENT ON IT, AND OTHERS HAD MORE ESTIMATES IN TERMS OF WE NORMALLY TO DO INSPECTIONS, THREE HOURS PER PERSON AT THIS MUCH PER HOUR. SOME OF THOSE SMALLER ONES ARE ESTIMATES, BUT THE LARGER ONE, WHICH IS STREET APARTMENT, THEY HAVE BEEN THE BEST OF RECORD-KEEPING. I THINK YOU MIGHT REMEMBER BACK DURING BUDGET DEVELOPMENT, STREET APARTMENT MENTIONED THAT ONE YEAR AT LEAST THEY WERE DIRECTED NOT TO KEEP TRACK OF HOW MUCH

THEY WERE SPENDING. >> YOU USED THE TERMS INDIRECT AND DIRECT, I WAS ALSO MAKING ABOUT IT IN TERMS OF SUNK COST AND NEW COST, SOME COST BEING STAFFING, SO THESE ARE FULL-TIME EMPLOYEES, THE CITY WOULD HAVE , WHAT IS THE EXTRA DOLLARS THAT ARE COMING OUT OF THE STREETS DEPARTMENT, AND ZACH JUST REFERENCED THE FACT THAT THERE WERE SOME EXPENSES AND PURCHASES THAT WERE MADE, LIKE REAL, TRUE DOLLARS THAT WERE MADE OUT OF THE STREETS DEPARTMENT, AN EXAMPLE OF THAT WOULD BE THE $284,000. THOSE ARE CONTRACTS THAT IN THE PAST, THE STREET DEPARTMENT WOULD'VE JUST PAID THOSE ARE REAL DOLLARS , THOSE

ARE SUNK COSTS. >> ONE MORE FOLLOW-UP AND I PROMISE TO GET BACK TO THE SLIDES, AS WE LOOK AT THAT IMPLEMENTATION, THAT'S A BIG LEARNING CURVE AND A NEW PROCESS FOR YOU GUYS, ARE YOU APPLYING THAT TO MORE THINGS, AS WE TALK ABOUT, ARE WE GOING TO HAVE A LINE BY LINE PROJECT BASED UNDERSTANDING OF WHAT IS BEING SUPPORTIVE, THAT WOULD BE GREAT.

>> ESPECIALLY AS WE GROW INTO A BETTER ACCOUNTING PAYROLL, COMBINED SYSTEM. ERP, ENTERPRISE RESOURCE PLANNING SYSTEM, WHERE WE CAN LITERALLY, EVERY HOUR WORK CAN BE TAGGED, IF WE REQUIRE A SPECIFIC PROJECT THINGS LIKE THAT. FOR NOW, IT'S MUCH MORE MANUAL. BUT EVENTUALLY WE'LL BE THERE.

>> SO, GOOD NEWS, THE OPERATIONS AGREEMENT WAS SIGNED IN OCTOBER, AND WE'RE STARTING TO SEE MORE SELF-SUFFICIENCY FROM CCI, LESS SUBSIDY COMING FROM THE CITY. THROUGHOUT 2024, CCI IS REPORTING IT GROWTH AND REVENUES TO THE CITY OFFICIALS, IT'S

[01:05:05]

THE OTHER THING WE WANT TO CALL YOUR ATTENTION TO IS THE MATH ON THE FINANCIALS WAS INCORRECT. SO WHEN YOU JUST, WHEN YOU SUBTRACT EXPENSES FROM REVENUE, THE NUMBERS ARE WRONG. WE'RE NOT SAYING THAT BECAUSE OBVIOUSLY IT'S JUST $2000, THE CONCERN IS NOT THE $2000. WHAT WE ARE TRYING TO DO AS A TEAM IS GET IN TROUBLE WITH THE INFORMATION THAT WAS BEING PREVENTED AND WE WERE GETTING DIFFERENT NUMBERS AT DIFFERENT TIMES THAT LOOKED DIFFERENT, AND WE WERE TRYING TO GET TO WHAT WE CONSISTENTLY SAID IS, WE WANT COMPREHENSIVE FINANCIAL STATEMENTS. AND IN OUR MIND, COMPREHENSIVE FINANCIAL STATEMENTS, PART OF IT IS PROFIT AND LOSS, BUT OBVIOUSLY A HUGE PART OF IT IS THE BALANCE SHEET.

YOU NEED TO KNOW, WHAT DO THE ASSETS LOOK LIKE? AND SO, AND

SO, GO AHEAD. >> SO, FOR THOSE WHO DON'T KNOW, MY NAME IS JOE WOOD, JUST A GUY. JUST A GUY. SO, JUST SO I UNDERSTAND, WAS CCI PRODUCING FINANCIALS ON SOME PERIODIC

BASIS? >> THEY DID NOT HAVE, THEY DID NOT HAVE FINANCIALS. THEY DID NOT HAVE AUDITED FINANCIAL STATEMENTS. AND WHEN WE WERE ASKING FOR COMPREHENSIVE FINANCIALS, WE RECEIVED A ONE-PAGE STATEMENT OF ACTIVITY.

HE DID NOT HAVE A BALANCE SHEET ON IT.

>> IS A PRETTY STANDARD BEST PRACTICE. FOUR THE OTHER OLD PEOPLE IN THE ROOM, THERE'S A THING CALLED DIALTONE WHEN YOU PICK UP THE PHONE. AND YOU HEAR DIALTONE. THAT'S THE WAY THE FINANCES OF AN ORGANIZATION, ANY ORGANIZATION SHOULD WORK.

THAT'S THE ONLY WAY WE CAN KEEP SCORE, SO TO SPEAK. ARE THERE CHANGES IN PLACE, OR ARE WE IN A POSITION, NOW, WHERE CCI CAN DO THAT ON A MONTHLY BASIS OR QUARTERLY BASIS?

>> I CAN SAY ONE OF THE THINGS WE MENTIONED, WE TALKED ABOUT AT A RECENT BOARD MEETING WAS, BUILDING SOME DOLLARS INTO THE BUDGET FOR THIS NEW YEAR, IN TERMS OF AUDITED FINANCIAL STATEMENTS, AND THAT'S ONE THING WHERE WE BUDGETED FOR, WE'RE WAITING TO SEE WHAT THE RECOMMENDATIONS ARE THAT COME OUT OF THIS COMMITTEE, AS FAR AS WHETHER THAT WILL BE A REQUIREMENT OR NOT. IN TERMS OF PAST FINANCIAL STATEMENTS, WE WERE ABLE TO GET SOME OF THOSE FROM, I THINK THEY CAME OVER FROM YEAH. THE PROVIDED SOME OF THOSE,

FIRM. >> COONROD AND COMPANY CPA , I

BELIEVE. >> AND IS AN AUDIT ESSENTIAL OR CAN YOU GET AWAY WITH, PROCEDURES. IF THE CITY IS TRYING TO, MAKE CCI, SELF STANDING, I DON'T KNOW HOW YOU DO THAT, WITHOUT ACCURATE AND TIMELY FINANCIAL INFORMATION.

THAT'S PROBABLY A FINDING SOMEWHERE.

>> IN MY EXPERIENCE, AT THE LEVEL OF REVENUE THAT CCI IS AT, IT IS NOT TYPICAL TO HAVE AUDITED FINANCIAL STATEMENTS.

IT'S EXPENSIVE, AND AT TWO AND HALF MILLION DOLLARS OF REVENUE, I'M NOT SURPRISED THAT THEY DO NOT HAVE AUDITED FINANCIAL STATEMENTS AND FRANKLY, I WOULD SAY, REALLY THINK ABOUT AGREED-UPON PROCEDURES REVIEWS, THE KEY IS, YOU WANT INDEPENDENT, YOU WANT FINANCIAL CONTROLS, YOU WANT INDEPENDENT , SOMEBODY INDEPENDENT LOOKING AT YOUR FINANCES AND YOU CAN DO

[01:10:01]

BECAUSE, AT THE SAME TIME, WE ARE HAVING CONVERSATIONS WITH CCI, ABOUT STARTING TO ABSORB SOME OF THESE EXPENSES, STARTING TO PAY THE CITY BACK, STARTING TO DECREASE THAT TAXPAYER SUBSIDY. THE INFORMAL FEEDBACK WE'RE GETTING IS WE DON'T HAVE THE ABILITY TO DO THAT, WE DON'T HAVE THE CASH TO DO THAT.

SO, FOR US TO SEE THE TAX RETURN ESCALATING LIKE THAT, THAT, TO US AND SAID WE'VE GOT MORE WORK TO DO, OUR NEXT QUESTION IS, DO THEY UNDERSTAND? WE'RE ASSUMING THE BEST INTENTIONS OF EVERYBODY THESE ARE VOLUNTEER DIRECTORS. WE HAVE TO RESPECT THE FACT THAT WE'VE ASKED VALUED COMMUNITY MEMBERS TO BE VOLUNTEER DIRECTORS, AND WE HAVE AN EXECUTIVE TEAM THAT'S DOING AN AMAZING JOB WITH AN EVENT. THE NEXT QUESTION IS WHAT RESOURCES DO WE NEED TO GIVE CCI TO BE ABLE TO PRESENT THEIR FINANCIALS

WITH MORE CLARITY? YES. >> SO, IS THERE A LAW, 501(C)(3) LAW THAT STATES YOU CAN'T HAVE A CERTAIN BALANCE IN YOUR ACCOUNT WITHOUT IT BEING EARMARKED FOR A SPECIFIC, HAVING GONE THROUGH HOAS STUFF, WE WEREN'T ALLOWED TO HAVE SO MANY DOLLARS, WE'RE A 501(C)(3), WE WERE ONLY ALLOWED TO HAVE SO MANY DOLLARS BECAUSE IT WAS ABSOLUTELY EARMARKED FOR, LET'S SAY THEY HAD TO BUY ORNAMENTS. OR IN OUR CASE, WE HAVE TO REPLACE THE STOP SIGNS, WHATEVER THAT MAY BE. TO HAVE A CERTAIN BALANCE CASH ON HAND BALANCE, WHAT ARE THE LAWS THAT SURROUND THAT BECAUSE GOING FORWARD AND BEST PRACTICES, WE NEED TO KNOW, WHEN THE CASH BALANCES ARE THAT HIGH, IF IT'S NOT FOR PURCHASING ITEMS FOR THE MARKET FOR THE FOLLOWING YEAR, WHAT IS THAT MONEY BEING USED FOR? HOW IS IT BEING SENT? THAT, FOR ME, IS ESPECIALLY GOING INTO BUDGET SEASON I WANT TO KNOW THAT

INFORMATION AS WELL. >> THAT'S A GREAT QUESTION, YOU USED A REALLY GREAT EXAMPLE WITH THE HOMEOWNERS ASSOCIATION, THEY'RE VERY SPECIFIC RULES AROUND THEIR USAGE AND HOW THEY CAN ACCUMULATE FUNDS. THE TYPE OF CHARITY THAT CCI IS, A TYPE ONE SUPPORTING ORGANIZATION, THERE ARE NO RULES RELATING TO HOW IT CAN A CUMULATE, OR HOW MUCH CASH IT CAN ACCUMULATE. AND THERE ARE NO RULES OF REQUIRED DISTRIBUTIONS. THERE ARE MANY OTHER TYPES OF CHARITIES THAT HAVE THOSE RULES, GIVING AWAY 5% OF THEIR ASSETS A YEAR, CCI DOESN'T HAVE THOSE RULES. IT IS NORMAL FOR A CHARITY TO START TO BUILD RESERVES, THAT'S PRUDENT, WE DON'T WANT THEM TO NOT HAVE RESERVES. WE'RE NOT SAYING THIS IS NOT PRUDENT AT ALL, SO THERE IS NO REQUIREMENT FOR TYPE ONE SUPPORTING ORGANIZATIONS, IT'S REQUIREMENT IS THAT THESE ASSETS BE DIRECTED TO 501(C)(3) PURPOSES .

>> TO BE CLEAR, I WASN'T SAYING THERE WAS ANY IMPROPRIETY, I WANTED TO KNOW IF THERE WAS A SPECIFIC BEST PRACTICE THAT WE SHOULD EMPLOY GOING FORWARD WITH THESE AFFILIATES. TYPE ONE

ORGANIZATIONS. >> YEAH, I THINK THAT ONE OF THE THINGS THAT WE SEE IS THAT CCI'S REVENUE IS OBVIOUSLY CYCLICAL, AND SO DURING THE SUMMER, IT HAS A WHOLE BUNCH OF EXPENSES, BUYING THINGS FOR THE MARKET, AND SO IT'S CASH IS DECLINING AND THAT IT HAS THE MARKET AND TO BUILD UP ALL OF ITS CASH. AND THEN GOES INTO THE SUMMER, SO, THE PRUDENT THING

[01:15:01]

WE MOVE FORWARD, YES. >> ONE QUICK QUESTION. THERE IS RISK MITIGATION ISSUE THERE AS WELL, NOT KNOWING FROM THE REPORT, HOW THE DEPOSITS WERE SECURED. THERE IS A REQUIREMENT FOR GOVERNMENTS TO SECURE THOSE ASSETS, PLUS, MILLION AND A HALF IS BEYOND THE ASSURED LIMIT IF IT'S JUST SITTING IN A REGULAR ACCOUNT. THAT'S THE FIRST POINT. THAT'S SOMETHING WE'VE GOT TO TALK ABUT SECURITY DEPOSITS AND THINGS LIKE THAT.

>> THE WHOLE STRETCH OF CONTROLS. THE OTHER QUESTION WAS, ASSETS, DOES CCI OWN ASSETS? DOES THE CITY ON THOSE ORDERS CCI ON THOSE? THOSE ARE ASSETS ON THE BALANCE SHEET, AND AGAIN, CITING THE NEXT BOARD UP FOR SUCCESS, YOU MAY HAVE TO REPLACE THOSE OVERTIME, WINTERS IN INDIANA ARE THE GREATEST.

EXACTLY. >> NOW, JUST TO BE CLEAR, WE OWN THE HUTS. WE HAVE A CAPITAL LEASE ON THAT. OKAY. I HAVE

ANOTHER QUESTION BUT I'LL HOLD. >> REALLY JUST A COMMENT, TRYING TO GET BACK TO THE THEME, HERE, HOW DO WE DO THIS? NUMBER ONE, CLEARLY, JUST LIKE WE'VE SAID, ESPECIALLY AS LARGER ORGANIZATIONS SHOULD HAVE THE INDEPENDENT EXPERT LEGAL COUNCIL , THEY SHOULD HAVE THE INDEPENDENT EXPERT FINANCIAL COUNCIL. THESE REPORTS SHOULD NOT BE COMING FROM THE CEO OR THE C.O.O. OR THE DIRECTOR OF MARKETING, THEY SHOULD BE COMING FROM AN ACCOUNTING FIRM, WE SHOULD SET OUT IF THEY DON'T KNOW WHAT'S, WHAT'S STANDARD ACCOUNTING PRACTICES, WE EXPECT THIS FORMAT , THINGS LIKE THAT, THE OTHER POINT THAT I'VE MADE BEFORE, IT WOULD CERTAINLY BE IN OUR LOCAL RECOMMENDATIONS BACK TO SOMETHING YOU SAID SEVERAL TIMES, THESE ARE TYPICALLY VOLUNTEERS WHO ARE , BELIEVE IN THE MISSION AND ARE DOING GOOD WORK, THEY SIMPLY MAY NOT HAVE THE KNOWLEDGE OF WHAT ARE THEIR DUTIES, ROLES, RESPONSIBILITIES GENERALLY, AS A BOARD AND SPECIFICALLY UNDER THEIR RULES AND REGULATIONS. I THINK WHETHER THE CITY PROVIDES THAT, OR IS PROVIDED INDEPENDENTLY, MAKING SURE THAT THE BOARDS HAVE THE INFORMATION THEY NEED, MANY OF THESE THINGS WE'RE LOOKING AT COULD HAVE BEEN, THEY DIDN'T KNOW, BUT HOW DO WE IMPROVE THAT MOVING FORWARD? SYSTEMS AND CONTROLS, BETTER EDUCATION, BETTER FEEDBACK, BETTER TRANSPARENCY, AND SOMETHING THAT JOE AND I WERE GOING TO TALK ABOUT WITH THOSE LEVELS OF CASH AND CONTROLS SPECIFICALLY AROUND CASH, NOT-FOR-PROFIT AGAIN, BUT OUR FAVORITE SORT OF TARGETS, OF SCAMS AND MISAPPROPRIATION OF FUNDS AND THINGS LIKE THAT, ACHING SURE THAT THOSE SYSTEMS ARE IN PLACE IN TERMS OF WHO HAS ACCESS TO CASH, THINGS LIKE THAT, I THINK IS ANOTHER IMPORTANT RESPONSIBILITY. FOR ALL OF THESE ORGANIZATIONS.

>> IT'S GREAT INTERNAL CONTROLS, AND I KNOW WE HAVE MULTIPLE HE PEOPLE IN HERE TAKING COMMENTS, OR TAKING NOTES. FOR THINGS THAT CAN GO INTO YOUR REPORT AND RECOMMENDATIONS, AND I THINK THE CASH CONTROL POLICY IS VERY

IMPORTANT. >> I'VE GOT TWO QUESTIONS, ONE, RESERVE THAT MAKES SENSE FOR A NONPROFIT, I WANT TO BEGIN, FOR THIS ORGANIZATION, IS THE BEGINNING OF THEIR BUYING SEASON, MAY NOT BE A GREAT METRIC, THE GROWTH OR EXPANSION BASED ON THE FACT THAT FULL REVENUE, NO EXPENSES FOR THE NEXT YEAR YET, IT'S REALLY A HEIGHTENED NUMBER, THEY NEED ALL THAT CASH TO SPEND IT ON THE MARKET THROUGHOUT THAT YEAR. TWO QUESTIONS, ONE RESERVE, BEST PRACTICES THERE.

>> I'M NOT A FINANCIAL EXPERT, BUT TO BE WHAT NON- PROFITS WILL DO IS LOOK AT PIER ORGANIZATIONS AND HOW MANY DAYS CASH ON HAND THEY SHOULD HAVE. I RECOMMENDATION FOR EACH OF THESE AFFILIATES, IS TO DETERMINE WHO THEIR PEER ORGANIZATIONS ARE AND BENCHMARK HOW MANY DAYS CASH ON HAND EACH OF THEM SHOULD HAVE.

BASED UPON , BASED UPON THEIR SPECIFIC ACTIVITIES. THAT'S GOING TO BE DIFFERENT FOR EVERY CHARITY. BUT DAYS CASH ON HAND.

[01:20:07]

BUDGET, IS THAT CORRECT? >> IF I CAN, THERE WERE A COUPLE QUESTIONS EARLIER, I'M HAPPY TO CONSIDER THEM , HAPPY TO ANSWER THOSE, I GUESS. FROM THE ACCOUNTING STANDPOINT, THE ORGANIZATION DOES USE EDGEWATER CPA FOR OUR FINANCIAL STATEMENTS, NOW. BUT AGAIN, THOSE ARE NOT AUDITED FINANCIAL STATEMENTS. I'D HAVE TO CONFIRM WHICH BANK, I CANNOT RECALL OFF THE TOP OF MY HEAD WHICH BANK ARE ASSETS ARE IN. COUNSELOR LOT, YOU WERE ALLUDING TO CASH FLOW SITUATION. AND REALLY, THE MARKET IS DOES NOT BRING IN REVENUE , UNTIL THEY'RE STARTING TO GET TO, NOVEMBER, DECEMBER, THERE'S A LOT OF EXPENSES THROUGHOUT THE YEAR, UNTIL THAT REVENUE COMES IN. AND THE ORGANIZATION CAN GET CASH POOR BY THE TIME THAT HITS, THERE'S A LINE OF CREDIT IN PLACE, TO HELP MANAGE THAT CASH FLOW NEED. SO FAR, EVERY YEAR, WE COME BACK TO THE POSITIVE ONCE THE REVENUE STARTED POSTING. TO MARILEE'S POINT ON THIS SLIDE, THE BUDGET THAT WAS PASSED, FOR LAST MARKET, ESSENTIALLY ASSUMED THAT, AT THE END OF THE DAY, THERE WOULD BE A REVENUE, REVENUE MINUS EXPENSE WOULD BE ALMOST 700,000. YOU CAN SEE, HEAR, MAYBE YOU CAN SEE, HEAR, IT'S NEGATIVE ABOUT 450,000, AND SO WE'RE TALKING ABOUT A SWING OF 1.1 MILLION COMPARED TO WHERE WE THOUGHT THE MARKET WOULD BE WHEN THE BUDGET WAS PASSED, AS THE SLIDE MENTIONS APPEAR, THERE WERE EXPENSES FROM WHENEVER THE BUDGET WAS PASSED, AND THAT IS , GO HIRE YOUR OWN LEGAL REPRESENTATION, AT THE COST OF $167,000 FOR THE YEAR, THEY GOT REIMBURSED. THE 460,000, BUT THAT'S STILL SHY OF ON THE 700,000 CONTEMPLATED.

>> WHAT WAS THAT FAST? >> WOULD HAVE BEEN THE BUDGET.

3/3/ OF 2025. >> DURING THE INCEPTION OF SOME OF THOSE TALKS PRIOR TO THEM, THIS IS A BUDGET BASED ON A DIFFERENT UNDERSTANDING OF ITS ROLE AND CONNECTION TO THE CITY AND THE NEED TO PAY BACK. THE ACTUAL OUTCOME WAS NEGATIVE 450, IT WAS A $1.3 MILLION SWING. WHAT WE TRIED TO DO IS DEMONSTRATE SOME OF THOSE REASONS. THE REIMBURSEMENT OF THE CITY FOR THE DIRECT EXPENSES, BUT THE OTHER STRATEGY DECISION THAT THE BOARD MADE WAS TO INCREASE EXECUTIVE

[01:25:05]

YEAR. YES. >> AND YOU MAY NOT KNOW THE ANSWER, BUT IF I'M ON THE BOARD, AND WE SET OUT A BUDGET, I COULD MAYBE UNDERSTAND THAT PROFESSIONAL FEES WASN'T PICKED IN, BECAUSE ALL OF THOSE , IT WAS REALLY THE GOVERNANCE COMPLIANCE CONVERSATIONS, AND PART OF THE MAYOR'S IMPROVEMENT STRATEGIES THAT DO THAT, REIMBURSEMENT AGAIN, DIRECTED MORE BY THE CITY AS THEY SHOULD, TO COVER TAXPAYERS, BUT, WHERE I'M SCRATCHING MY HEAD IS, IF IT WASN'T BAKED INTO THE BUDGET, WHY WOULD YOU ADD ALMOST $800,000 IN PERSONNEL COSTS, IF THAT WAS NEVER APPROVED WITHIN THE BUDGET FOR THAT YEAR? AND AGAIN, I DON'T KNOW IF WE CAN ANSWER THAT.

>> THAT WAS PART OF THE BUDGET THAT THE BOARD ADOPTED LAST

YEAR. >> YOU WERE SAYING THAT THAT WAS NEW IN THE BUDGET, WASN'T EXPECTED IN THE BUDGET.

>> IT WAS IN THE BUDGET. >> WHAT WAS NOT EXPECT IT WAS THE COMBINED 460,000 FOR LEGAL FEES AND THE REIMBURSEMENT TO THE CITY FOR THOSE THREE CONTRACTS, WHICH TOTALED

284,000. >> YOU SAID THEY MISSED BY 1.1

MILLION. >> CORRECT. THAT IS LARGELY HISTORICALLY REVENUE FOR THE MARKET, RECENT YEARS, GROWING AROUND 46. LARGELY. THE FIVE BAD WEATHER DAYS WERE PART OF THAT,

TOO. >> THAT PROBABLY IS A FACTOR, AGAIN REVENUE IS AN AVERAGE OF 46% FOR YEAR, I CAN'T REMEMBER IF THE ASSUMPTION WAS REVENUE GROWTH OF 20 OR 25 PERCENT FOR LAST YEAR. WHICH, ON ONE HAND, SEEMS AGGRESSIVE. UNTIL YOU COMPARE IT TO THAT HISTORICAL AVERAGE. WHETHER IT WAS DUE TO BAD WEATHER, OR DUE TO AT SOME POINT, THE REVENUE CANNOT KEEP GROWING AT THIS STEEP OF AN INCLINE. EXACTLY.

>> AND WERE THERE ANY CHANGES IN THE CHANGE IN THE OPERATING AGREEMENTS THAT OCCURRED , THAT SHIFTED REVENUE, ANY CHANGES IN PERCENTAGES OR NUMBERS THERE? JUST A DIFFERENCE IN REVENUE GENERATED YEAR TO YEAR. GROWTH IN REVENUE GENERATED.

>> THE AGREEMENT THAT WAS SIGNED IN OCTOBER DID MEMORIALIZE THAT THE COVERAGE OF THOSE THREE CONTRACTS, WHICH WAS ESTIMATED

TO BE ABOUT 300,000. >> IT DIDN'T CHANGE REVENUE

SPLIT? ANY OF THAT? >> IT DID NOT ADDRESS THE PROGRAMMATIC ELEMENTS OF THE EVENT. SO,

>> I HAVE TO PAUSE THIS, I WAS TOLD THAT I HAVE TO ALLOW

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WE WILL HAVE TO PROBABLY FIGURE OUT CREATIVE WAYS TO DO THINGS THAT MATTER WITH AFFILIATES. SUCH A PRUDENT AND WONDERFUL THING TO BE GOING THROUGH, AS PAINFUL AND STRESSFUL AS IT IS.

I ASKED THOSE BECAUSE , I HAVE NOT SEEN IN HERE, WE TALKED ABOUT A ONE-YEAR, THREE-YEAR, FIVE-YEAR PLAN, VOYEURS, THIS YEAR IS THE MOST IMPERATIVE AND TRY TO FIGURE OUT WHAT WE WILL DO. IF THAT DOCUMENT IS READY TODAY, WOULD LOVE TO SEE IT. IN SOME CAPACITY, TO BUILD OUR PROCESS THERE. GO AHEAD.

>> IF I CAN RESPOND TO PART OF THAT. IN TERMS OF THE CCI BUDGET FOR THIS FISCAL YEAR THAT JUST STARTED , WE DID VOTE ON THAT, IN OUR MEETING EARLIER THIS MONTH, PROBABLY THE -- THE FIRST WEEK OF APRIL. WITH THE IDEA THAT WE ARE GOING TO HAVE TO COME BACK AND REVISIT THIS SOON. REALLY WANTED TO GET THE ORGANIZATION THE AUTHORITY TO START SPENDING , GIVEN THAT THE FISCAL YEAR STARTED ON APRIL 1ST . ONE OF THE THINGS WE TALKED ABOUT A LITTLE BIT IS , PERHAPS WE NEED TO CHANGE THE FISCAL YEAR BECAUSE WE ARE GETTING , THE MARKET ENDS SO LATE IN THE CALENDAR YEAR AND TRYING TO RECONCILE THOSE BILLS , REVENUES , THINGS LIKE THAT, AND YOU ARE , BEFORE YOU EVEN KNOW HOW YOU FINISH THE FISCAL YEAR , YOU ARE TRYING TO GET THAT BUDGET READY . I THINK, TO THE POINT OF MAYBE GOING TO A JULY FISCAL YEAR MAY HELP A LITTLE BIT IN TERMS OF REALLY KNOWING HOW WE SUCK THE LANDING WITH THE EVENT AND TO BETTER PLAN FOR THOSE EXPENSES .

WE HAVE ALREADY SET THE EXPECTATION WE WILL HAVE TO REVISIT THIS BUDGET SOON. FROM THE CITY SIDE OF THINGS, AGAIN, WE ARE AT A POINT WHERE THERE ARE NOT DIRECT PAYMENTS GOING THROUGH THE CITY. YOU KNOW, 90 SOMETHING PERCENT OF THE CITY SPENDING RELATED TO THE MARKET IS IN THE FORM OF LABOR FROM THE STREET DEPARTMENT , HARDLY ANY OF IT IS FROM OTHER DEPARTMENTS

[02:25:01]

THE REST OF THE YEAR, THEY ARE WORKING ON OTHER STREET DEPARTMENT AND TO THE POINT EARLIER, THEY DO SO MANY THINGS.

NOT JUST STREETS. TO TAKE DOLLARS AWAY , IF THE THOUGHT WAS , SOLELY ON A CCI BASIS , TALKING ABOUT ON FUNDING POSITIONS THAT DO A LOT OF OTHER STUFF.

>> I THINK I ASKED, TWO FOLD , TO PROTECT THE CITY IN OUR BUDDY -- BUDGET PROCESS, BUT, THE FLIPSIDE , IF THERE IS MONEY IN THIS AFFILIATE , THAT WE ARE RUNNING A THING FOR, THAT WE ARE NOT SETTING A PROCESS , FOR THIS YEAR WHERE WE UNDERSTAND WE ARE GOING INTO A SHORTFALL AND WE WILL TRY TO AND/OR UTILIZE, WE SHOULD USE EVERY RESOURCE TO FILL THE GAPS WE CAN, BUT I STRUGGLE WITH NOT SEEING A BUDGET OR KNOWING, IN THAT PROTOCOL HERE, I DID NOT THINK OF THIS BEFORE I WENT THROUGH THIS, DID NOT KNOW WE ARE A POINT WHERE THAT IS BEING DONE.

>> YOU ARE RAISING THE MOST PERFECT QUESTION, ULTIMATELY, THE AFFILIATE SHOULD BE ABLE TO REIMBURSE, THE FIRST THAT WAS THE CITY, ASKING CCI TO START REIMBURSEMENT ITS OWN EXPENSES DIRECTLY, THE HARD COST, THOSE BILLS THE CITY WAS PAYING ON THE BEHALF OF CCI, THE NEXT STEP IN THE MATURITY AND RELATIONSHIP, COMPENSATION OF HOW -- SHOULD CCI GO AND HIRE ITS OWN EMPLOYEES, NOT RELYING ON THE STREET DEPARTMENT, I THINK ABOUT MY PRESENTATION, I THINK WE SHOULD AGREE THAT THEY ARE NOT CAPABLE OF DOING IT, EVEN WITHIN THE FULL USE OF THE STREET DEPARTMENT, CCI HAD A NEGATIVE END OF THE YEAR IT CANNOT START MY 8000 HOURS OF TIME FOR -- THAT CAN ESCALATE OVER TIME. IF YOU ASK CCI TO CREATE A BUDGET OVER THE NEXT THREE YEARS, AND SHOW THOSE REVENUES , YOU MAY BE ABLE TO START SEEING A SITUATION WHERE CCI CAN START TO REIMBURSE THE CITY FOR THE STREET DEPARTMENT TIME WHICH CAN START TO FILL THE HOLE YOU MAY HAVE FOR ALL OF THE FISCAL CHALLENGES THE CITY HAS. CURRENTLY , THERE HAS NOT BEEN THE CAPABILITY TO HAVE THAT CONVERSATION . I THINK

YOU LANDED THE PLANE. >> THE PLAN IS HERE. WE HAVE TO FIGURE OUT WHAT THAT LANDING IS. BACK TO THE FIRST PREMISE OF ALL OF THIS DISCUSSION , THE MARKET IS OUR MARKET, THE CITY MARKET, IT IS A JOY FOR THE CITY, LOVE IT, PEOPLE COME TO THE CITY, GO TO IT, FIGURING OUT HOW TO ENSURE THAT THAT THING IS -- AS LONG AS IT IS SOMETHING THE PEOPLE OF CARMEL AND THE GOVERNMENT , THE PEOPLE PUTTING THEIR TIME AND EFFORT AND ENERGY AND LOVE INTO IT, DECIDE THAT IT IS A PRUDENT FINANCIAL THING WE CAN DO, AGAIN , THE KEY TO THIS PLAN WE ARE TRYING TO LAND AND WHAT WE CAN PUT MORE WORK AND AS WE LOOK AT THIS, COMING UP WITH RECOMMENDATIONS FOR THIS COMMITTEE ARE GOING TO ORDINANCES AND BEST PRACTICES , THINGS THAT WILL COME FROM THIS, ENSURING THAT WE GOT THAT SUPPORT. IF YOU GO BACK ON THE FINANCIALS AND LOOK AT EVERY NONPROFIT WE HAVE, EVEN GOVERNMENTS AS OLD AS 2020 , CHANGED DRAMATICALLY , ANY EFFORT , ENERGY FOR ANYBODY TO MAKE A TIME ESTIMATED RUNWAY FOR WHAT THEY WERE GOING TO BE , TALKING ABOUT THREE YEARS , WE HAVE NO IDEA BASED ON THE FACT WE DO NOT HAVE DATA BECAUSE OF THAT INFLUX IN THE MARKETS WE HAVE HAD AN INFLATION AND EVERYTHING THAT PUT US IN A POSITION -- I AM JUST SAYING , I THINK IT WOULD BE GREAT , THIS IS NOT A RECOMMENDATION TO THE

[02:30:03]

MAYOR ? >> IT IS IMPORTANT TO REMEMBER, BECAUSE , TO USE THE ANALOGY , HALFWAY TO FLIGHT, LAST FALL, IN THE BUDGET PROCESS , HERE IS THE RECOMMENDATION, THE CITY COUNCIL ADJUSTED IT, THIS IS RECOMMENDATION FOR THE NEXT FISCAL YEAR. THE MARKET LEADERSHIP , THE CCI LEADERSHIP COULD THEN MAKE THAT PLAN, RELATE TO THE CITY COUNCIL BUDGET APPROVAL RELATING TO THE FISCAL PLAN HERE. WE ARE IN FRONT OF THAT . IT WILL BE CLEANER WHEN WE GO INTO OCTOBER AND GET OUR BUDGET PASSED. FOR CCI, TO USE THAT GUIDANCE, IF YOU DECIDE , FOR INSTANCE , TO SAY WE ARE GOING TO CUT 10 EMPLOYEES TO MEET OUR BUDGET , WHATEVER THAT LOOKS LIKE, THEREFORE, NOT GOING TO ALLOCATE HOURS, THAT IS INFORMATION THEY NEED. IF YOU SAY, THIS IS FULL STEAM AHEAD, WHAT WE DID THE YEAR BEFORE, THAT IS INFORMATION THEY NEED. WE ARE GETTING AHEAD OF OURSELVES, THE BUDGET PROCESS IS COMING. WE ALSO PUT THE RISK LITIGATOR INTO THE AGREEMENT THAT SAYS, IF THE BUDGET CHANGES, IT IS A REOPENER CLAUSE , WE CAN HAVE ANOTHER DISCUSSION . BECAUSE NOW THIS LOOKS DIFFERENT . ANOTHER ELEMENT OF THE AGREEMENT, BASICALLY , THE CITY HAS AN OPPORTUNITY , I THINK IT WAS APRIL , WE WILL NOT DO THIS , PLENTY OF TIME AHEAD OF THE MARKETS OPENING , IF SOMETHING CATASTROPHIC HAPPENED , IT WOULD BE DECIDED THIS IS NOT SOMETHING WE CAN AFFORD TO DO OR WANT TO DO, THERE IS A TIME ON THAT AND THE MARKET ITSELF -- OR THE CCI HAS ONE RETURN. WE TRY TO BE THOUGHTFUL ABOUT CHANGE. BOTH KNOWN AND UNKNOWN. AS WE ARE NEGOTIATING THIS AGREEMENT. THIS AGREEMENT IS ALSO SOMETHING THAT , WHEN WE GOT THE AGREEMENT SIGNED IN OCTOBER, AS THE MARKET CLOSED, WE WILL PICK THIS BACK UP AGAIN BECAUSE ELEMENTS WE DID NOT HAVE TIME TO FULLY FLUSH OUT. -- FULLY FLESH OUT.

>> TO CCI EXECUTIVE ON THIS COMMITTEE, TO EVERYONE, AND A LOT OF HARD WORK IS PUT INTO THIS AND I'M SO PROUD OF THE FACT THAT YOU GUYS HAVE COME TO A MUTUAL AGREEMENT, AND WE CAN MOVE FORWARD IN THIS PROCESS . WE OWE IT TO OURSELVES AS LEGISLATORS , AND WE OWE IT TO OUR TAXPAYERS TO UNDERSTAND ALL OF THIS. ULTIMATELY, THAT IS WHO WE ANSWER TO. TAKE YOU SO MUCH, THANK YOU SO MUCH , THANK YOU SO MUCH, THANK YOU SO MUCH.

>> I THINK , WITH THE THANK YOU --

>> QUESTION, THE MOST IMPORTANT SLIDE IS THAT ONE , THE ONE BEFORE, THE RECOMMENDATION, THE ONLY REASON WE'RE DOING THIS IS TO PUT SYSTEMS IN PLACE SO WE CAN IMPROVE IT, THOSE RECOMMENDATIONS, WHERE THOSE RECOMMENDATIONS THAT YOU CAME UP WITH WORDS THAT PART OF THE AGREEMENT THAT IS BEING PUT INTO

PLACE ? >> THESE WERE THE BEGINNING OF THE MAYOR'S PRIORITIES, AGAIN , CCI BOARD IS RESPONSIBLE FOR MANAGING AND COLLABORATION AND COMMUNICATION WITH THE CITY .

THESE WERE THE PRIORITIES THAT THE MAYOR GAVE TO THE CCI BOARD AND I WOULD SAY THIS IS NOT SOMETHING THAT WILL HAPPEN IMMEDIATELY. FOR THEM TO REVIEW THESE TYPES OF THINGS, IN NONPROFIT GOVERNANCE, THE BOARD SET STRATEGY , EXECUTIVE TEAM EXECUTES ON IT , THIS WILL BE THE WORKPLAN FOR THE BOARD THIS

YEAR . >> CERTAINLY, WHENEVER, AS YOU ALREADY SAID , IF YOU SHARE THAT INFORMATION, FOR MY PART, THIS IS GREAT SET OF RECOMMENDATIONS THAT LOGICALLY FOLLOW THE DISCUSSION THAT WE HAVE HAD THIS EVENING. I WOULD SAY , FIRST ON THE LIST IS , THESE POSITIONS SHOULD BE CONSOLIDATED OR OUTSOURCED AND THAT WOULD BE ONE QUICK HIT THAT WOULD IMPROVE THEIR FINANCIAL OPERATIONAL SITUATION. THE OTHER THING I WAS GOING TO SAY , TO ME, THERE IS A BIT OF AN ANALOGY BETWEEN GOING FROM A STARTUP ORGANIZATION TO A MIDSTATE ORGANIZATION, THIS IS A NOT-FOR-PROFIT. THIS IS GREAT TIMING BECAUSE OF YOUR ADMINISTRATIVE CHANGE , THAT THIS ORGANIZATION IS GOING FROM

[02:35:02]

>> I THINK YOU ARE REALLY POINTING OUT THAT MAJORITY CURVE, WHEN YOU ARE MOVING UP, AND I WOULD SAY, THIS ORGANIZATION IS IN THE PROCESS OF MAKING REALLY SIGNIFICANT GAINS ON THAT MATURITY SCALE. THE LAST SIX MONTHS HAVE BEEN A LOT OF POSITIVE GROWTH. AND DEVELOPMENT. THE ORGANIZATION IS LEARNING HOW TO TALK TO EACH OTHER, COMMUNICATE, MAKE DECISIONS. THAT IS GREAT . I AM GLAD TO HEAR YOU SAY, YES, IT

FEELS GOOD. >> THANK YOU. IN CLOSING , I WOULD SAY , WE'RE LOOKING AT THAT MATURITY CURVE , THE INTENT OF THIS COMMITTEE, THE INTENT OF THE STRUCTURE IS TO FIGURE OUT HOW TO MATURE, AS A GOVERNMENT ORGANIZATION , SUPPORTING THESE EFFORTS AND ENERGIES . A LOT OF WHAT WE HAVE SEEN SOME OF THESE PRESENTATIONS WE HAVE SEEN SO FAR , THINGS WE DID NOT KNOW AND WE TRIED OUR BEST, FROM A GOVERNMENT PERSPECTIVE, TOO , THERE ARE WAYS FOR US TO BETTER SUPPORT , BETTER STRUCTURE OUR OPERATIONS , TO BE IN A BETTER SPOT FOR A LOT OF WHAT WE SHARE TODAY , YOU HAVE BEEN WORKING ON , PART OF THAT AS A COUNSEL, WILL HELP ENSURE THAT THOSE CHECKS AND BALANCES AND THOSE THINGS ARE IN PLACE THAT WE CAN SUPPORT THE THINGS WE HAVE TO SUPPORT AND WANT TO SUPPORT AS A COMMUNITY, MOVING FORWARD, AND KEEP THEM FREE OF THE HARMS AND FEARS AND UNCERTAINTY THAT COMES WITH CHANGING PROCESS ADMINISTRATION, WHICH , WE HAVE NEVER HAD TO EXPERIENCE AS A CITY BEFORE. WE LITERALLY WENT FOR THREE DECADES WITH THE PROCESSES WE KNEW AND A LOT OF LEARNING THAT COMES INTO THAT. GRATEFUL FOR THE TIME , GRATEFUL FOR THE PRESENTATION WHAT WE GOT TONIGHT IS THE CITY'S RECITATION AND SUPPORT, THERE STRUCTURE FOR THIS, IF YOU HAVE INFORMATION, DO NOT HESITATE TO REACH OUT AGAIN, WE ARE BUILDING BEST PRACTICES AND RECOMMENDATIONS TO MAKE AND TRY TO FIGURE OUT HOW TO MAKE THESE THINGS WORK FOR EVERYBODY INVOLVED. TALK TO YOUR FRIENDS AND NEIGHBORS SEND THOUGHTS FORWARD THIS CONVERSATION CONTINUES TO GO, SEND IT TO THE CLERK, PLEASE. WE HAVE TO FIGURE OUT WHAT IS NEXT ON THE AGENDA.

THE BLUE CARD PROCESS. I WILL READ THE BLUE CARD INSTRUCTIONS , THE SAME BLUE CARD INSTRUCTIONS WE DID FOR COUNSEL -- COUNCIL. NOW IS THE TIME ON OUR AGENDA WHEN WE CAN HEAR FROM OUR PUBLIC , YOUR COMMENTS ARE VERY IMPORTANT TO US, THOSE WHO HAVE SUBMITTED A BLUE CARD TO SPEAK DURING THIS PART OF THE AGENDA, SHOULD GO TO THE PODIUM TO COMMENT AFTER YOUR NAME IS CALLED WE WILL NOT BE ENTERING INTO A DIALOGUE AT THIS TIME, THE PURPOSE OF THIS AGENDA ITEM IS FOR YOU , THE PUBLIC, TO INFORM US ABOUT YOUR VIEWS , ALL COMMENTS ARE LIMITED TO THREE MINUTES AND THE LIGHT ON THE PODIUM WILL GO GREEN AND THEN YELLOW WITH 30 SECONDS LEFT AND TURN TO READ WHEN TIME IS UP.

ANY FORM OF DEMONSTRATIONS SUCH AS SIGNS AND CLAPPING AND CHEERING ARE NOT ALLOWED AND FAILURE TO COMPLY MAY RESULT IN YOU BEING ASKED TO LEAVE . THE KEY WORD IS "MAY." FIVE BLUE

[02:40:09]

>> HELLO, EVERYONE. I AM THE CURRENT BOARD CHAIR OF CARMEL MARKET , I GREW UP IN CARMEL AND PROUD CARMEL HIGH SCHOOL GRADUATE, AS A GREYHOUND, LIVING WITH MY FAMILY , WE HAVE BEEN HERE SIX YEARS IN OUR NEIGHBORHOOD ON BEHALF OF THE BOARD OF CARMEL CHRISTKINDLMARKE T, A HEARTFELT THANK YOU FOR THE TIME AND THOUGHTFUL CONSIDERATION THAT YOU HAVE DONE , DEDICATED TO REVIEWING THE PARTNERSHIP AND THE OPERATIONS OF THE ORGANIZATION. WE ARE REALLY TRULY GRATEFUL FOR THE OPPORTUNITY TO COLLABORATE WITH THE CITY OF CARMEL AND , CONTINUE TO WANT TO CREATE A TABLE OF COMMUNITY TRADITION THAT CELEBRATES CULTURE AND CONNECTION TO THE FESTIVAL AND OTHER COMMUNITY PROGRAMMING . WE ALSO WANT TO RECOGNIZE AND COMMEND THE CITY AND COMMITTEES COMMITMENT TO PROTECTING TAXPAYERS AND ENSURING THAT ALL AFFILIATED ORGANIZATIONS OPERATE WITH TRANSPARENCY, ACCOUNTABILITY, AND FISCAL RESPONSIBILITY . THESE ARE VALUES WE SHARE WHOLEHEARTEDLY .

THAT WAS MY FIRST INTENTION, MAKING SURE I EXPRESSED A THANK YOU . THE SECOND INTENTION THAT I WANTED TO DISCUSS HIS HELP WE HAVE WORKED PRODUCTIVELY AND COLLABORATIVELY WITH THE CITY.

WHAT WE HAVE DONE AND WHAT WE CONTINUE TO READ MADE TO WANT TO DO AS A BOARD, IS JUST THAT . WE WANT TO HAVE OPEN DIALOGUE, SHARE VISION OF MAINTAINING THE FESTIVAL AS A FAMILY FRIENDLY EVENT , THAT BRINGS JOY TO RESIDENTS AND VISITORS . AND A PART OF THAT COMMITMENT , WE UNDERSTAND THE IMPORTANCE OF WORKING TOWARDS THAT LONG-TERM, SELF SUSTAINABILITY MORE ACTIVELY CONTINUING TO EXPLORE WAYS TO ENHANCE REVENUE OPPORTUNITIES , IMPROVE OPERATIONAL EFFICIENCIES, AND ENSURE THAT THE CARMEL CHRISTKINDLMARKT IS A VIBRANT PORTION OF THE CITY, WE RECOGNIZE THE RESPONSIBILITY AND HONOR THAT COME WITH THIS ROLE, AS THE CARMEL CHRISTKINDLMARKT AND CITY MOVE FORWARD, ESSENTIAL TO SUPPORT THE ORGANIZATIONS -- I DO WANT TO EMPHASIZE THAT THE LEADERSHIP AND THE STAFF OF CARMEL CHRISTKINDLMARKT, WITH THE DEDICATED VOLUNTEERS, GENEROUS SPONSORS, BOARD MEMBERS , CITY ITSELF ACTUALLY MADE THIS AN INCREDIBLE EXPENSE AND WE LOOK FORWARD TO CONTINUING THOSE TRADITIONS OF EXCELLENCE. THANK YOU AGAIN FOR YOUR THOUGHTFUL REVIEW , WE ARE EXCITED TO CONTINUE TO BUILD ON THIS PARTNERSHIP, AND SERVING THE COMMUNITY THROUGH THIS . THROUGH

THIS ORGANIZATION. >> NEXT, JAN.

>> THIS ONE? OKAY. I HATE PUBLIC SPEAKING . I AM NOT A LAWYER BUT I NOTICED A GAP IN WHAT WE ARE HEARING FROM CARMEL, WAS BAD, COMPLETE CONTROLBY THE MAYOR. I THINK THAT ANY AFFILIATE THAT HAS MONEY HAS THE POTENTIAL TO BE TURNED INTO A SLUSH FUND, WITH THE MAYOR EXERCISING CONTROL IN HIS CREATIVE , I SUPPOSE THEY WANT TO GO TO EUROPE AND AS THE MARKET TO TAKE HIM ON HER WITH THEM TO BUYING TRIPS WITH ALL HIS BITS OF PAPER, THE MAYOR CONTROLLED EVERYTHING ABOUT THE MARKET, THAT CAN HAPPEN, MUCH IN THE SAME WAY YOU ALL COMPLAIN WILDLY ABOUT CARMEL DOING EVERYTHING THE SAME THING FOR THE MAYOR COULD DEMAND THAT THE MARKET THROW A PARTY FOR CARMEL VIPS , THE GUEST LIST FOR WHAT HAPPENS TO COINCIDE WITH HIS OR HER CAMPAIGN DONOR LIST. IF THERE IS A BIG DONOR THAT WAS TO OPEN AND INAPPROPRIATE CHRISTMAS WEATHER BOOTH, THE MARKET MAKER , THE MARKET MASTER SAYS NO, BUT THE MAYOR COULD FORCE THE BOARD TO DO THIS THING, THIS FAVOR FOR THE BIG DONOR I THINK THE CONTROLS NEED TO BE BAKED INTO THE STRUCTURE OF ANY BOARD, AND THE PROCESS FOR SELECTION AND FIRING OF MEMBERS SO YOU ARE NOT DEPENDENT ON SPECIFIC PERSONALITIES DOING THE RIGHT THING. IF YOU WANT TO PROMOTE THE CARMEL EXPERIENCE , YOU NEED TO BUILD IN THE POTENTIAL FOR PROTECTIONS FOR A WHISTLEBLOWER AND NOT JUST FILL IT WITH PRESUMABLY AMBITIOUS REPUBLICANS , NO OFFENSE, WHO WOULD NEVER DARE TO DISAGRE WITH REPUBLICAN MAYOR . GOING TO BE TARRED AND FEATHERED FOR THIS IDEA BUT I THINK THE BOARD SHOULD REQUIRE BIPARTISAN REPRESENTATION, SURELY YOU CAN FIND THE DEMOCRATS SOMEWHERE, AND THE MAYOR SHOULD NOT HAVE SOLE DISCRETION TO SELECT AND FIRE MEMBERS . THE SELECTION PROCESS SHOULD ALSO INVOLVE A BIPARTISAN

[02:45:02]

ALSO, I HAVE A QUESTION FOR YOU, YOU CANNOT ANSWER IT, I AM WONDERING IF YOUR BILLING RATE FOR THE HOURLY IS JUST BASED ON SALARY AND BENEFITS , OR YOU HAVE ALSO OVERHEAD BUILT-IN ON THAT? IS IT HARD DOLLARS OR SOFT DOLLARS? SHE SAID SOMETHING ABOUT 501(C)(3) -- I WILL NEVER GET THROUGH THIS, NEVERMIND .

THAT IS ALL I GOT. >> THAT WAS GREAT PUBLIC SPEAKING BY THE WAY. SUSAN MCDERMOTT ?

>> DO I PUSH ANYTHING OR JUST START TALKING? MY NAME IS SUE MCDERMOTT , A RESIDENT OF CARMEL SINCE 1998 , DURING MY 37 YEAR CAREER, I SERVED IN EXECUTIVE LEADERSHIP ROLES AS CFO FOR SEVERAL SIGNIFICANT NONPROFIT ORGANIZATIONS IN INDIANAPOLIS.

MAYOR APPOINTED ME TO SERVE ON THE BOARD OF THE CARMEL CHRISTKINDLMARKT IN FEBRUARY 2024, I WAS ELECTED BY MY FELLOW BOARD MEMBERS , BOTH OF WHOM WERE EXECUTIVE LEADERS FOR NONPROFIT ORGANIZATIONS TO SERVE AS BOARD CHAIR. DURING OUR INITIAL MONTHS OF SERVICE, MY FELLOW VOLUNTEER BOARD MEMBERS AND I CONDUCTED SIGNIFICANT CORPORATE HYGIENE WORK FOR THE ORGANIZATION WHICH RESULTED IN THE SELECTION AND RETENTION OF INDEPENDENT LEGAL COUNCIL AMENDED BYLAWS , AMENDED ARTICLES OF INCORPORATION, WE ALSO ENGAGED IN INDEPENDENT , THIRD-PARTY , TO EVALUATE STAFF COMPENSATION, AND ATTEMPTED TO GATHER FINANCIAL INFORMATION ON THE CITY OF CARMEL TO UNDERSTAND THE ALLOCATION OF EXISTING CITY LABOR COSTS TO THE MARKET FESTIVAL. THIS INFORMATION HAD NOT BEEN PREVIOUSLY PROVIDED TO THE CARMEL CHRISTKINDLMARKT, THESE EFFORTS WERE REVIEWED AND APPROVED BY THE ADMINISTRATION . YOU WERE ALL AWARE THAT MY FELLOW BOARD MEMBERS WERE ABRUPTLY TERMINATED BY THE MAYOR AND I SUBSEQUENTLY RESIGNED IN OCTOBER AND THE MESSAGING TO THE COMMUNITY FROM THE ADMINISTRATION WAS THAT THIS WAS DONE TO PROTECT THE TAXPAYERS IMPLYING THAT WE, AS VOLUNTEER BOARD MEMBERS ARE NOT UPHOLDING OUR FIDUCIARY DUTIES TO THE CITY OF CARMEL. ON THE CONTRARY , WE WORK DILIGENTLY TO FINALIZE CORPORATE DOCUMENTS , REFERENCE PREVIOUSLY, AND COME TO AN AGREEMENT WITH THE CITY ON AN OPERATING AGREEMENT, THAT WAS APPROPRIATE AND FAIR TO BOTH THE CITY AND THE CARMEL CHRISTKINDLMARKT DURING OUR DETAILED REVIEW OF THE PROPOSED PROPERTY AGREEMENT , WE PAY PARTICULAR ATTENTION TO THE LANGUAGE REQUIRED BY THE ADMINISTRATION AND THE IMPACT THAT LANGUAGE WOULD HAVE ON THE NONPROFIT STATUS OF THE CARMEL CHRISTKINDLMARKT . OUR EFFORTS TO PROTECT BOTH THE CITY AND CCI WERE REWARDED BY THE TERMINATION OF MY FELLOW HIGHLY QUALIFIED BOARD MEMBERS AND MY RESIGNATION. THE ADMINISTRATION IMMEDIATELY APPOINTED A NEW BOARD THAT APPROVED THE ADMINISTRATION'S PROPOSED OPERATING AGREEMENT THE NEXT DAY. THESE NEW BOARD MEMBERS HAD NOT YET MET THE CEO OF TRINITY NOR HAVE THEY BEEN INVOLVED IN ANY LENGTHY DUE DILIGENCE OR DISCUSSIONS REGARDING THE OPERATING AGREEMENT.

NEVERTHELESS , THE NEW BOARD VOTED TO APPROVE THE OPERATING AGREEMENT AMENDED BY THE CITY , THE DAY AFTER THEY WERE APPOINTED BY THE MAYOR . I HAVE NOW LEARNED THAT ISSUES RAISED BY MY FELLOW BOARD MEMBERS AND I WERE ULTIMATELY ADOPTED INTO THE OPERATING AGREEMENT AS AMENDMENTS OR AS A BINDING LETTER FROM MAYOR FINKAM CONFIRMING THAT WE ON THE CCI LEGAL COUNCIL WERE CORRECT AND THE CONCERNS RAISED WHICH PROMPTED THE BOARD DISMISSAL AND MY RESIGNATION. IT IS PARTICULARLY CONCERNING TO ME THAT NONE OF WHAT I'VE TOLD YOU WAS PRESENTED OR DISCUSSED THIS EVENING WAS INFORMATION ABOUT THIS NOT PROVIDED BY THE ADMINISTRATION? I WAS NOT INTERVIEWED NOR ASKED FOR CONFIRMATION OF THE FINDINGS PRESENTED TONIGHT . IF THE GOAL OF THIS COMMITTEE IS TO TRULY REVIEW THE GOVERNANCE AND OPERATIONS OF CCI, AND ITS AFFILIATION WITH THE CITY OF CARMEL , IT IS HARD TO UNDERSTAND WHY THESE ACTIONS BY THE CITY AND THIS ADMINISTRATION

WERE NOT SCRUTINIZED. >> THANK YOU. NEXT, JACOB

[02:50:06]

CALDERON. >> I YIELD MY TIME.

>> THANK YOU. MARIA? THAT CONCLUDES OUR BLUE CARD TIME THE LAST ORDER OF BUSINESS IS GENERAL DISCUSSION AND NEXT STEPS . I WOULD LOVE TO TALK ABOUT WHAT THE PLAN IS FOR PRESENTATION AT THE NEXT MEETING . AND SEE IF ANY OF THE COMMITTEE HAVE ANY FOLLOW-UP QUESTIONS, THINGS YOU WANT TO ASK FROM THE CITY TO GIVE US INFORMATION , BASED ON THIS CONVERSATION WITH THE CONVERSATIONS WE HAD GOING ON.

>> WHAT IS IN THE QUEUE FOR THE MAY MEETING?

>> COMMUNITY DEVELOPMENT CORPORATIONS, WORKING ON THE PRESENTATION FOR YOU TO REVIEW IT, MAY 1ST IS THE DATE OF THE

NEXT MEETING AT 6:00 P.M. >> I WOULD LOVE TO REITERATE, THE CONCEPT OF GETTING THE LEGAL REQUIREMENTS FOR THE ORGANIZATION BACK TO US SO WE CAN ADD THAT TO OUR REPERTOIRE , THE DOCUMENTS RELATED TO THE PROCEDURAL PLACE WOULD BE HELPFUL AS WE BUILD OUT OUR RECOMMENDATIONS TO START THAT PROTOCOL . WOULD LOVE TO JUST REITERATE , THANK YOU VERY MUCH FOR EVERYBODY'S TIME , THIS IS AN ITERATIVE PROCESS, OUR GOAL IS TO FIGURE OUT THE BEST PRACTICES , RECOMMENDATIONS, THINGS WE CAN DO AS A CITY TO MAKE SURE THINGS THAT NEED TO HAPPEN HAPPEN ON THE RELATIONSHIP BETWEEN US AND THOSE THAT WE ARE SERVING ARE SET UP TO BE SUCCESSFUL MOVING FORWARD. THANK YOU ALL. IF THERE IS NO FURTHER THOUGHTS, I WOULD ENTERTAIN A CHAIR'S

* This transcript was compiled from uncorrected Closed Captioning.