* This transcript was created by voice-to-text technology. The transcript has not been edited for errors or omissions, it is for reference only and is not the official minutes of the meeting. [Wastewater Municipal Corporation Board of Directors on April 28, 2026.] [00:00:02] OKAY, I AM CALLING TO ORDER THE MUNICIPAL SEDONA WASTEWATER MUNICIPAL PROPERTY CORPORATION BOARD OF DIRECTORS. IT IS 3:47 PM ON APRIL 28TH, 2026. MADAM CLERK, CAN YOU CALL THE ROLE PLEASE? CHAIR? CHAIRPERSON. HOLY INCLUDE HERE, DIRECTOR BRIAN LTZ. PRESENT DIRECTOR MELISSA DUNN. HERE, DIRECTOR PETE BERMAN. HERE, DIRECTOR CHARLOTTE ANI. HERE, DIRECTOR DEREK F. PRESENT AND DIRECTOR KATHY KINSELLA IS ABSENTLY EXCUSE? YES. THANK YOU. ITEM THREE, DISCUSSION, POSSIBLE ACTION FOR THE APPROVAL OF MINUTES FROM APRIL 11TH, 2022. I MOVE THE APPROVAL OF THE MINUTES FROM APRIL 11TH, 2022. SECOND. ALL THOSE IN FAVOR? AYE. AYE. NUMBER FOUR, ITEM FOUR, DISCUSSION, POSSIBLE ACTION FOR THE APPROVAL OF 20 23, 20 24, 20 25, AND 2026. ANNUAL REPORTS. I MOVE FOR THE APPROVAL OF THE 20 23, 20 24, 20 25, AND 2026 ANNUAL REPORTS. SECOND. ANY DISCUSSION? ALL THOSE IN FAVOR? AYE. AYE. AYE. OKAY. NEXT DISCUSSION. POSSIBLE ACTION TO RECOMMEND THAT CITY COUNCIL APPROVE THE AMENDED SEDONA WASTEWATER MUNICIPAL PROPERTY CORPORATION ARTICLES OF INCORPORATION AND BYLAWS. MONIQUE, ARE YOU GONNA WALK US THROUGH? YES. I WAS SITTING ON THIS SIDE, UH, AS THE BOARD'S ATTORNEY, AND NOW I'M GOING TO GO OVER THERE TO PRESENT . OKAY, THANK YOU. SURE. TO CHANGE YOUR HAT TOO. GOOD AFTERNOON, DIRECTORS. A, UM, BECAUSE IT HAS BEEN A WHILE SINCE, UH, AN OFFICIAL, UH, MEETING HAS BEEN CONVENED AND WE'RE ASKING YOU TO, UM, CONSIDER, UH, AMENDMENTS TO THE BYLAWS IN THE ARTICLES OF INCORPORATION. I THOUGHT I WOULD GO BACK AND JUST START AT THE VERY BEGINNING TO REALLY, UH, EDUCATE EVERYBODY ON, ON WHAT A MUNICIPAL PROPERTY CORPORATION IS AND, AND WHY WE'RE ASKING FOR THESE AMENDMENTS AT THIS POINT. UM, I HAD TO EDUCATE MYSELF AS WELL. SO MY FIRST SLIDE HERE IS IT, WHAT IS A MUNICIPAL PROPERTY CORPORATION? SOUNDS PRETTY GENERIC. MOST PEOPLE HAVE NEVER HEARD OF ONE. UH, WELL, IT'S A NONPROFIT. IT'S A CORPORATION. IT HAS NO SHAREHOLDERS, NO MEMBERS, BUT IT'S OPERATED BY A BOARD OF DIRECTORS, UH, UPON DISSOLUTION ALL OF THE ASSETS VEST IN THE CITY. UM, THE MUNICIPAL PROPERTY CORPORATION GENERALLY HAS NO CORPORATE PURPOSE OTHER THAN TO ASSIST THE CITY WITH FINANCING TO BUILD CITY IMPROVEMENTS. IT'S A FINANCING VEHICLE. SO I LOOKED AT THE CORPORATION COMMISSION WEBSITE, AND THESE WERE REALLY POPULAR IN THE EIGHTIES AND NINETIES, AND THEY WERE, UH, 85 MUNICIPAL PROPERTY CORPORATIONS REGISTERED WITH THE CORPORATION COMMISSION. OVER TIME, ABOUT HALF OF THEM ARE NO LONGER VALID. THEY'VE BEEN DISSOLVED BY FAILURE TO FOLLOW, UH, TO FILE THE ANNUAL REPORTS, BUT THERE'S QUITE A FEW THAT ARE STILL VALID, UM, FOR OUR NEIGHBORING CITIES. UH, COTTONWOOD HAS A MUNICIPAL PROPERTY CORPORATION. CLARKDALE HAS A MUNICIPAL PROPERTY CORPORATION. IN 2005, THE COTTONWOOD, UH, MUNICIPAL PROPERTY CORPORATION APPEARED BEFORE THE ARIZONA CORPORATION COMMISSION WHEN IT HA WHEN IT TOOK UPON THE, UH, THE WATER SERVICE FROM THE, THE COTTONWOOD WATER WORK. SO COTTONWOOD WAS STILL ACTIVE. WELL, I GUESS 2005 WAS A LONG TIME AGO, BUT , BUT WE WERE INCORPORATED IN 95, SO IT SEEMS MORE RECENT. SO IT, SO IT'S STILL, UH, QUITE A VALID, UH, VALID TOOL. THERE'S, UH, JUST A HANDFUL OF CASES ON THIS. SO, UH, MUNICIPAL PROPERTY CORPORATIONS, THEY'RE, THEY'RE NOT VERY LITIGIOUS AT ALL. UM, SO THAT'S A GOOD THING. UM, SO THIS IS HOW IT WORKS. SO, EXCUSE ME FOR A SECOND. MONIQUE CHARLOTTE, CAN YOU SEE THE SLIDES? UM, NO, BUT I CAN HEAR MIKE THERE, THERE, THERE'S A PRESENTATION FOLDER. UH, JOANNE, WOULD SHE HAVE ACCESS TO THAT? YEAH. OKAY. THEY'RE BEING SENT TO YOU, CHARLOTTE. OKAY, THANK YOU. OKAY, MONIQUE, YOU CONTINUE. SO THE WAY IT WORKS WITH THE MUNICIPAL PROPERTY CORPORATION BEING THE, THE FINANCING, UH, UH, VEHICLE, [00:05:01] THE MUNICIPAL PROPERTY CORPORATION SELLS ITS BONDS RATHER THAN THE CITY SELLING THE CITY'S BONDS IN THE AMOUNT SUFFICIENT TO COVER THE COST OF CONSTRUCTION. SO THE BONDS ARE IN THE NAME OF THE MUNICIPAL PROPERTY CORPORATION. WHAT THE CITY DOES IS THEN THE CITY ENTERS INTO A LEASE FOR THE CITY PROPERTY, THE CITY BUILDING TO BE CONSTRUCTED. UH, AND THEN THERE'S A LEASE BACK AGREEMENT. SO CITY LEASES TO THE CORPORATION, CORPORATION OR THE BANK THAT HAS THE LIEN ON THE BONDS ENTERS INTO A LEASE BACK WITH THE CITY. SO IT'S, IT'S REALLY, IT'S A VERY CLEVER MECHANISM. AND THE COURTS ACTUALLY DID SCRUTINIZE THIS MECHANISM BEFORE THEY WERE CALLED MUNICIPAL PROPERTY CORPORATIONS. UM, BACK IN THE MID 1960S, THE PHOENIX CONVENTION CENTER, SO THE PHOENIX CONVENTION CENTER, THERE WAS A, UH, YOU KNOW, PHOENIX CONVENTION CENTER FINANCING CORPORATION IS WHAT IT WAS CALLED. AND SO IT WENT ALL THE WAY TO THE ARIZONA SUPREME COURT. IS THIS LEGAL? CAN THE CITY, UH, CAN THE CITY DO THIS? CAN THEY NOT ISSUE THE BONDS? AND THE ONLY, UH, QUALM THAT THE COURT HAD IS, UH, IT, IT HA IN ORDER FOR IT NOT TO AFFECT THE, THE CITY'S, UH, DEBT LIMITATION IN THE CONSTITUTION, THE CITY CANNOT PAY WITH, UM, PROPERTY TAX. THE, A VALOREM, THE SECONDARY PROPERTY TAX MONEY THE CITY GETS, THE CITY CAN PAY THE, THE BONDS THROUGH THE LEASE BACK AGREEMENT, THROUGH EXCISE TAXES, THROUGH OTHER FEES, OTHER PAYMENTS. SO THAT WAS KIND OF THE PRECURSOR TO THE MUNICIPAL PROPERTY CORPORATIONS, WAS THAT PHOENIX CONVENTION CENTER CASE. AND, AND I HAVE THAT ON THE SLIDE. CITY PAYMENTS ARE GENERATED FROM PUBLIC REVENUES, TYPICALLY EXCISE TAXES, UH, WHEN THE BONDS ARE RETIRED. CITI HAS OUR IMPROVEMENTS. AND THE, AND THE, THE HAT YOU'RE WEARING NOW, YOUR DIRECTORSHIP, UM, YOUR CORPORATION HAS NOT MADE MONEY, BUT HASN'T LOST MONEY EITHER. SO HOW DOES THIS IMPACT THE CITY? 1995? UH, THE, UH, SWIM, I JUST CALL IT THE MUNICIPAL PROPERTY CORPORATION. THERE'S NOT EVEN A GOOD WAY TO PRONOUNCE THAT ACRONYM, UM, INCORPORATED. UH, AND FOR THE VERY, VERY SPECIFIC PURPOSE FINANCING, REFINANCING, ACQUISITION, CONSTRUCTION RECONSTRUCTION, IMPROVEMENT OF WASTEWATER FACILITIES FOR LEASING TO THE CITY OF SEDONA, THAT THAT'S MORE, UH, SPECIFIC, UH, THAN THAN ANY OF THE OTHER 85. SO MOST OF THEM ARE MORE GENERIC FOR ANY IMPROVEMENTS FOR THE CITY, BUT OURS IS VERY SPECIFIC. SO THAT IS THE ONLY PURPOSE IT CAN BE USED FOR, IS FOR WASTEWATER. UH, SO AS YOU CAN IMAGINE, SINCE 1995, UH, THE MUNICIPAL PROPERTY CORPORATION HAS ENTERED INTO A, A NUMBER OF, UM, CONTRACTS FOR THE BONDS. SO THERE WAS A 1995 SERIES OF BONDS. THERE WAS A 1997 SERIES, THERE WAS A 1998 SERIES. THERE WAS A SERIES OF GROUND LEASES. THERE WAS A SERIES OF OBLIGATION. BARBARA, SHE'S NODDING HER HEAD, SHE'S FAMILIAR WITH THESE WORDS. I'M NOT, BUT I KNOW HOW TO READ THEM. UH, AND IT ALL DID START TO MAKE SENSE. AND SO REALLY BARBARA AND I WERE LIKE, WELL, WHAT'S LEFT? WHAT'S REMAINING? AND SO WE'VE IDENTIFIED ONE GROUND LEASE REMAINS, AND ONE BOND SERIES REMAINS. THE GROUND LEASE EXPIRES, UH, JULY OF 2020, SE 2027, AND THE BOND EXPIRES NEXT YEAR. SO, MONIQUE, IF, IF THE CORPORATION WERE TO ISSUE A NEW SERIES OF BONDS, WOULD IT ALSO DO A NEW LEASE, THEN? YES, THEY TOOK HAND IN HAND, YES. AND SO THAT, THAT'S WHY, UM, UM, YOU KNOW, MYSELF, AND AGAIN, KURT AND BARBARA, WE'RE, WE'RE RECOMMENDING TO MAINTAIN THE MUNICIPAL PROPERTY CORPORATION TO GIVE THE CITY FLEXIBILITY FOR WASTEWATER IMPROVEMENTS WE MAY NEED IN IN THE FUTURE, UH, THROUGH COUNCIL MEETINGS. UH, YOU, THE CITY COUNCIL MEMBERS ARE AWARE OF SOME OF THE IMPROVEMENTS THAT ARE NEEDED, AND WE SIMPLY CAN'T PREDICT WHAT FINANCIAL SITUATION THE CITY WILL BE IN WHEN, WHEN THE MONIES ARE, ARE NEEDED FOR THOSE IMPROVEMENTS. SO, SO, YES, IT WOULD BE THE, UH, MUNICIPAL PROPERTY CORPORATION WOULD, UH, UH, ISSUE BONDS OR THEY WOULD ISSUE INTO, UM, YOU KNOW, A LOAN WITH A BANK, AND THERE WOULD, AND THEN THE CITY WOULD LEASE THE WASTEWATER TO THE PROPERTY CORPORATION. IT'S TYPICALLY $10 FOR THE DURATION OF THE LEASE. AND THEN IN THE PROPERTY CORPORATION'S, UH, UH, LOAN WITH THE BANK OR THE BONDS, THEY HAVE A LIEN ON THE CITY PROPERTY. SO, SO THE, THIS IS STILL, CURRENTLY, IT EXISTS, THE, TO ONLY DEAL WITH THE MUNICIPAL PLANT, THE WASTEWATER PLANT, NOT ANY OTHER THING THAT WE WANTED TO BUILD A NEW CITY HALL OR DO SOMETHING DIFFERENT, WE WOULD NOT USE THIS VEHICLE. THAT IS CORRECT. THANK YOU, DIRECTOR FURMAN. UM, IT, IT, IT IS A, CERTAINLY A TOOL AVAILABLE FOR, UM, THE SEDONA CITY COUNCIL TO CONSIDER IN THE FUTURE, SHOULD THEY EVER WANT A, A DIFFERENT MUNICIPAL PROPERTY CORPORATION. I MENTIONED THAT GILBERT WAS THE ONLY OTHER ONE THAT HAD [00:10:01] A WATER, UH, MUNICIPAL PROPERTY CORPORATION. GILBERT HAS TWO. THEY HAVE ONE FOR THE WATER AND ONE FOR EVERYTHING ELSE. THEN IT GETS TO THE ARTICLES OF INCORPORATION AND THE BYLAWS. QUITE A FEW THINGS HAVE CHANGED SINCE 1995. UH, LEGALLY, PRACTICALLY, UM, THE ARTICLES OF INCORPORATION HAVE NOT BEEN AMENDED SINCE THEIR, UH, INCORPORATION IN, IN 1995, THE LEGISLATURE IN 1997 DID THIS HUGE, UM, NONPROFIT CORPORATION ACT COMPLETELY REWROTE EVERYTHING FOR NONPROFIT CORPORATIONS. THERE'S BEEN A NUMBER OF CHANGES, UM, IN THE STATUTE SINCE THEN. THERE'S AT LEAST ONE STATUTE REFERENCED IN THE ARTICLES OF INCORPORATION THAT DOESN'T EVEN EXIST. SO I, I, I KIND OF LOOKED AT, UH, LOOKED BACK, BUT THEN I ALSO LOOKED AT WHAT ARE WE DOING RIGHT NOW AND WHAT WILL BEST SERVE, UM, THE BOARD OF DIRECTORS MOVING FORWARD. AND, UH, IF YOU HAVE ANY COMMENTS AT ALL TO THE PROPOSED REVISIONS, UM, I MEAN, I'M NOT TIED TO THEM. UH, I'VE MET WITH JOANNE, UM, TALKED WITH BARBARA. WE JUST THOUGHT THESE MADE SENSE. SO THAT'S WHAT I WAS LOOKING AT IT FROM. AND OTHER THAN GOING THROUGH THE RED LINE AND THE, THE CLEAN, I, I'VE KIND OF SUMMARIZED WHAT THE LAW SAYS, WHAT WE'RE DOING AND WHAT WE'RE PROPOSING IN THE DIFFERENT AREAS. MEETINGS. SO BACK IN 1995, ALL CORPORATIONS WERE REQUIRED TO HOLD ANNUAL MEETINGS, AND YOU COULD HOLD SPECIAL MEETINGS AS YOU WANTED. NOW, THERE'S NO, UM, REQUIREMENT TO HOLD AN ANNUAL MEETING UNLESS THERE'S SHAREHOLDERS OR MEMBERS. WE DON'T HAVE MEMBERS, WE DON'T HAVE SHAREHOLDERS. SO THE PROPOSED REVISION, UM, IN THE, THE ANNUAL MEETING REQUIREMENT IS IN BOTH THE BYLAWS AND THE ARTICLES OF INCORPORATION, UM, WE'RE PROPOSING, UM, NOT TO HAVE AN ANNUAL MEETING. WE'RE PROPOSING THAT, UM, A MEETING CAN BE CALLED BY THE, UM, ANY DIRECTOR OR THE CHIEF FINANCIAL OFFICER, TREASURER OR THE SECRETARY. SO THAT'S THAT PROPOSAL, BECAUSE IT'S NOT A LEGAL REQUIREMENT. AND FRANKLY, UM, THERE'S NOT BEEN ANNUAL MEETINGS FOR, FOR QUITE SOME TIME. UH, THERE'S A STATUTE, UM, FOR CORPORATIONS THAT SAYS FAILURE TO MEET DOES NOT INVALIDATE, UM, YOU KNOW, ANY LIKE ANNUAL REPORTING. SO, UH, THERE THAT WE WEREN'T TOO CONCERNED ABOUT NOT HAVING ANNUAL MEETINGS. UH, DIRECTORS IN 19 95, 3 DIRECTORS WERE REQUIRED. UM, NOW THE STATUTES ONLY REQUIRE ONE OR MORE, BUT TO MAKE THINGS EASIER FOR THE BOARD OF DIRECTORS AND FOR THE SEDONA CITY COUNCIL, WE'RE RECOMMENDING THIS. JUST HAVE ALL MEMBERS OF THE CITY COUNCIL BE THE BOARD OF DIRECTORS, LIKE, LIKE IS DONE FOR THE, UM, COMMUNITY FACILITIES DISTRICT. SO WE'RE NOT TRYING TO CREATE ANYTHING NEW. UH, INTERESTINGLY, THERE WAS NO CHAIR OR VICE CHAIR IN THE BYLAWS OR THE ARTICLES OF INCORPORATION, AND WE NEED SOMEBODY TO RUN THE MEETING. SO WE'RE SIMPLY PROPOSING, UM, ALL OF THE MEMBERS OF COUNCIL BE THE DIRECTORS. UH, THE MAYOR SHOULD BE THE CHAIR, AND THE VICE MAYOR SHOULD BE THE VICE CHAIR. IT SEEMED TO MAKE SENSE. OFFICERS THI THIS WAS, UH, A LOT OF CHANGES HAVE OCCURRED IN OFFICERS. THE CURRENT LAW ONLY REQUIRES TWO OFFICERS, AND ONE OF THE ROLES THE OFFICERS HAVE IS TO TAKE, UM, MINUTES IN THE CURRENT ARTICLES OF INCORPORATION, THERE'S A PRESIDENT, A VICE PRESIDENT, A SECRETARY, A TREASURER. UM, THAT'S NOT REALLY NECESSARY, UH, BECAUSE THE BOARD OF DIRECTORS MAKES THE DECISIONS. SO WE'RE SIMPLY RECOMMENDING, UH, A CHIEF FINANCIAL OFFICER WHO SHALL BE THE CITY'S FINANCE DIRECTOR AND THE SECRETARY WHO SHALL BE THE CITY CLERK. SO RATHER THAN IDENTIFYING SPECIFIC NAMES IN THE ARTICLES OF INCORPORATION, WE'RE RECOMMENDING, UM, THE TITLES. I HAVE A QUESTION ABOUT THAT. IS YOUR TITLE THE FINANCE DIRECTOR? NOT ANYMORE. AND WE'LL HAVE A NEW FINANCE DIRECTOR SOON. SO I'M ACTING IN BOTH ROLES RIGHT NOW. SO I'M TECHNICALLY A DEPUTY CITY MANAGER, BUT I ALSO ACT AS THE FINANCE DIRECTOR. RIGHT. SO IT WON'T BE YOU, RIGHT? IT WON'T BE ME, BUT I THINK WE'LL ALWAYS HAVE SOMEBODY ACTING IN THAT, OR A CONTRACTOR LIKE WE, WE HAD AT ONE POINT. OKAY. SO I, I JUST WANNA MAKE SURE THERE'S NOT A GAP THERE. IF, IF THERE'S A, A TIMEFRAME WHERE WE DON'T HAVE A FINANCE DIRECTOR, YEAH, THERE WOULD ALWAYS BE SOMEBODY ACTING IN THAT ROLE BECAUSE IT IS A CRITICAL ROLE TO THE CITY FOR AMENDMENTS. THIS IS A, A FASCINATING PROCESS. SO THE CURRENT PROCESS IN, AND IT'S IN BOTH THE ARTICLES IN INCORPORATION AND IN THE BYLAWS. SO IN ORDER TO HAVE AN AMENDMENT, YOU, THE BOARD WOULD HAVE TO RECOMMEND THE AMENDMENT TO CITY COUNCIL. [00:15:01] CITY COUNCIL WOULD HAVE TO APPROVE IT. THEN YOU WOULD HAVE TO CONVENE AGAIN AS THE BOARD OF DIRECTORS TO ACCEPT THE AMENDMENTS THAT THE CITY COUNCIL HAS APPROVED. SO, YOU KNOW, NOT BEING ABLE TO PREDICT THE, THE FUTURE. UM, WE, WE THOUGHT IT MIGHT BE PRUDENT TO HAVE FOR ARTICLES OF INCORPORATION, BECAUSE THAT HAS TO BE REPORTED TO THE, UM, CORPORATION COMMISSION. HAVE THIS BOARD RECOMMEND TO CITY COUNCIL ARTICLES OF INCORPORATION CHANGES, BUT NOT THE BYLAW CHANGES. BYLAWS SHOULD BE YOU, THIS BOARD SHOULD FEEL FREE TO CHANGE YOUR BYLAWS WHENEVER YOU WOULD WANT. UM, SO THAT'S THE PROPOSED, UH, CHANGES. THE OTHER CHANGE IS THAT THE AMENDMENTS SHALL BE EFFECTIVE ONCE CITY COUNCIL APPROVES IT FOR THE ARTICLES OF INCORPORATION, AND ONCE THE BOARD APPROVES IT FOR THE, UM, BOARD OF DIRECTORS. SO I, I, I KNOW WHEN I WAS PREPARING IT, I, I DIDN'T THINK THERE WOULD BE SO MANY RED LINES. AND, YOU KNOW, WHEN I, UH, POSTED IT, UH, YOU KNOW, IN THE SHAREPOINT, I THOUGHT, OH, THESE BOARD OF DIRECTORS, THEY'RE GONNA THINK I'M JUST REWRITING EVERYTHING. AND THAT, THAT'S WHY I THOUGHT, NO, I CAN DO A POWERPOINT AND I CAN EXPLAIN WHY THESE CHANGES ARE AND PUT THEM IN THE DIFFERENT CATEGORIES. SO THE CLEAN COPY, UH, IS, IS HOW THAT WE WOULD PROPOSE TO SUBMIT IT. UH, THE UPDATED ARTICLES OF INCORPORATION TO THE CORPORATION COMMISSION, THE BYLAWS, UH, THOSE, THOSE DON'T GET SUBMITTED TO ANYBODY. YOU HAVE SOMETHING TO SAY? MOTION. SO THERE, UH, THERE'S NO, UH, QUESTIONS. I, I DID PROVIDE A, A MOTION. I, BUT BECAUSE THIS IS A, A, A BOARD, I, UH, WE DIDN'T REALLY HAVE AN AGENDA BILL, BUT THERE IS A, UM, A MOTION, THERE'S A PROPOSED MOTION, UM, AT THE END OF THAT TWO PAGE. UM, IF I WAS CLEVER, I COULD PULL IT UP ON SCREEN. BUT MAYOR, I'D LIKE TO MAKE A MOTION. PLEASE GO AHEAD. I MOVE TO RECOMMEND THAT CITY COUNCIL APPROVE THE AMENDED SEDONA WASTEWATER MUNICIPAL PROPERTY CORPORATION ARTICLES OF INCORPORATION AND BYLAWS AS PROPOSED, AND THAT THESE AMENDMENTS ARE DEEMED EFFECTIVE UPON APPROVAL BY THE CITY COUNCIL. SECOND. ANY DISCUSSION? READY FOR A VOTE? ALL THOSE IN FAVOR? AYE. AYE. AYE. AYE. THANK YOU. MONIQUE. LINDA KNOWS, AND MAYOR, UM, DIRECTOR HOSNI LEFT THE MEETING 'CAUSE SHE WAS ON HER WAY TO THE FOUR 30 MEETING, SO SHE LEFT ABOUT 4 0 1. SO THE VOTE IS JUST THE FIVE YOU RIGHT NOW. THANK YOU, JOANNE. MM-HMM . OKAY. IF THERE'S NOTHING ELSE, THIS MEETING IS ADJOURNED AND WE'LL BE BACK AT FOUR 30. * This transcript was created by voice-to-text technology. The transcript has not been edited for errors or omissions, it is for reference only and is not the official minutes of the meeting.