Aug 27, 2020 Board of Ethics on 2020-08-27 3:00 PM

>> All right. Good afternoon, everyone. It's the virtual board of -- monthly board of ethics meeting for August 27th. Thursday, August 27th. It's 3.02. We waited a couple minutes to give everybody time to jump on the Zoom. We have today our normal members myself, Don Cartwright, Ron Johnson, and we have a couple of alternates to hit the quorum. We have Rob Rayner and Bob Wombeck. And Madison, I don't know, do we need to, like, say whose excused absences are on that -- in the actual meeting, or can we just deal with that as far as getting it to the city secretary? >> I'm not sure, Trey, do you -- do we need to say that in the meeting? >> Well, I mean, do -- I don't know. Do we have the information for why they missed? I mean, I don't know if there's information right now to determine whether that's excused or unexcused, but -- >> Well, I know Madison said -- >> You can just say they're absent for now, and we can deal with excused or unexcused later. >> Okay. So I guess Sharla Bradshaw is absent. I know she has an excused absence. Ronnie Mohair is currently absent. And I guess that's -- is that it, Madison? Okay. All right. Well, then we'll jump into it. The first item for consideration is approval of the draft minutes of July 30th, 2020, our last month's meeting. I didn't see any issues with it. I don't know if anybody else did. They can voice them. >> I move approval of the minutes. >> Is there a second? >> Second. >> Second by Rob. And all in favor -- well, I guess I'll have to go one by one. I forget that. Okay. Bob, do you vote in favor of approving the minutes? >> Aye. >> Don? >> Yes. >> Annetta? >> Yes. >> Rob? >> Yes. >> Patricia? I think I saw her say yes. Ron? >> Hello. >> And so I think we have approval then. Madison, Ronnie has jumped on. So -- or maybe it more be a question for Trey. Do we have too many people now and we need to get rid of another alternate? Okay. Well, I think since Bob got to be on the last panel, he was the last alternate to participate. Sorry, he came up to the city bump. I guess you could probably stay on the Zoom call, but you can't participate in the discussion. >> I will mute myself. >> Thank you. >> I've had some teachers and supervisors that wish they had that button. >> And Ronnie, we just had Annetta move and Rob second to accept the meeting from the July 30th meeting. Are you in favor of that? >> Say that again. >> The meeting minutes from last month, approval -- >> Aye. >> All right. Okay. So I think that's unanimous approval. The minutes are approved. Moving to the second item, receiver report, hold a discussion and give staff direction regarding a professional services agreement with Borges law firm for the Board of Ethics legal services. And I'll go ahead and put it on the screen. What -- okay. All right. So he -- it's the proposal is Annetta -- it's pretty much that they'll continue to honor the rate of $245 an hour for legal services as needed. The agenda information sheet listed out when we needed them, usually just when there's a council person that's part of an advisory opinion or complaint is usually when we need them. So I'm going to stop share so I can say everybody again. All right. So what we need to decide is either stick with this firm or get proposals. We've been with this firm since the beginning. And I guess I'll just -- does anybody have a feeling? Annetta? >> Does someone need to put it on the table for approval? Move approval so that we can discuss it? >> Trey, do we need to have it moved for that? >> Technically under Robert's rules of order, that's the way that it's supposed to happen according to the book. The City of Denton has never actually followed it that way under their own kind of rules. Especially the council, they'll discuss an item and then have the motion. We haven't -- because council does it that way, that particular Robert's rule hasn't been enforced in the committee meetings, but she is right. That's the way Robert's rules would do it. That's helpful, but that's the answer. >> May I just lay it on the table? I mean, is that way being proper? >> Sure. >> Well, except, I mean, here it's more of a work session in that we're not looking for action from -- we're not looking for you all to actually adopt something here. We're not looking for a voted recommendation on something. It's more of a -- this action is more of a work session for that. Now, if we were bringing something to you, whereas, like, the items wherein we have what the new draft is, when we took those and we wanted the vote up or down from y'all, that's where it would take place. Because this one's a work session, we're not looking for a final vote on this one. >> Yeah, the agenda item is to give staff direction as far as -- >> I think we should just go with the way the council does it. >> No. I mean, we're not going to be looking for a motion or a second and a vote at the end of this item. It's more just direction from and guidance from the board as to what you would like staff to consider pursuing. You know, I can strongly recommend them. They've worked very, very well with us. I don't think we've had any problem with them. They haven't raised their fee any. I've been very satisfied with them. >> I think I agree with Don. $2.45 an hour is a pretty reasonable rate for an attorney. >> I think they've done a great job. I do want to say that the city should be representing the city's interest and when -- >> Okay. Well, I'll just cut you off there. We've already discussed that several times and it's -- >> Okay. I'm just saying it for the record because I think that -- >> And for the record, as an attorney, you have certain ethical rules you have to follow. >> It appropriate for -- my speaker just started to stop working. Can you hear me? >> Yes, but -- >> Hold on. I can't hear everybody. My speaker is just disconnected. All right. Bear with me. Okay. Can you hear me? >> Yes. >> Okay. Now I can hear you. It won't be as clear because I think my headphones ran out of battery. All right. So are there -- anybody else want to comment on the -- what staff direction we should go on item 2? >> I was going to say -- >> No. There's not going to be discussion about whether an outside counsel or the city is representing us because that's not this agenda item. So I don't think it's appropriate. Rob, Patricia, Ron or Ronnie, do you all have any discussion on this? >> I've been happy with the events that I have seen them operate in. Great. And if you think that's a good prize, great. >> I haven't heard any serious complaints about this organization and the rate sounds good. So it seems like it would cost more to start over. So I would be in favor of staying with the same group. >> I think that the price is good. We haven't had terrible service from them. But I have to admit that I was curious as to what other firms would bring to the table, especially since we have a conflict of interest code from the Borowitz law firm that we can't work with. I would -- I just wonder if another firm could help us out of this dilemma better than what we've gotten so far from them. But I'm not adverse to continuing with them. >> All right. Ronnie, any comments? Or we'll just move -- okay. Well, I think based on what everybody said, we will direct staff to just continue with work, Kez, and not seek proposals. All right. Do you need anything else on that, Madison? >> Nope. That's all I need. Thank you. >> Okay. All right. So moving to the third item on the agenda, receive a report, hold a discussion, and take necessary action regarding potential changes to Chapter 2, Article 11, Section 2-273A. And 2-273A would be the conflict of interest portion of the ethics code. And everybody got a copy of what was sent. My understanding is that it's pretty much -- and I'll share my screen -- is that it is pretty much what the city of Denton has in their city policy for their employees. The first thing in the packet is, I believe, taking the policy and changing it so much -- changing it somewhat for our purpose. And then after that, it's just the city's policy. I mean, my overall impression of that is that a lot of things are already covered in ours. There's some different wording, and I'm not sure how this would improve our current code. The first paragraph of it doesn't make any prohibition. It's just a statement about what conflict of interest is. And if you jump to the ordinance under 2-266, there's already a purpose given, much like what has been given to us. And as far as Section IA of the proposal, the general rules, it lays out what would be a conflict, which I don't like the wording. It doesn't seem strong enough. It said that the action should be avoided, or it says that interest by avoiding certain actions, and in our current code, it says it shall be a vet violation. So I like the current code wording more than that. And as far as just the city official being under it, you know, our current code has that. City official's immediate family. Our current code also has that. The client or employee, our current code currently covers that under 2-273A3B, a business entity in which the official or immediate family member holds an economic interest exceeding $600. Well, economic interest isn't defined, and our current code covers ownership of $600 in real property, or businesses, or stocks. So I think that's already covered. It has a business entity in which the city official is an officer, director, or policymaker. Our current code covers that, because if you're an officer or director of policy code, you'll either be an employee or have an ownership or be on the board for a business. The next one in the proposal is a person or business entity where they're listed or received or accepted employment in the last 24 months. Business opportunity is not defined, and that would be a big change from the current code, because it would mean if you're a former employee for the past two years. The next one on here is receiving a campaign contribution of $300, exceeding $300. I think that would be, you know, if we were going to add that, I think we'd probably have to have a whole meeting on that and probably have counsel here as far as what we would cover versus what's already covered by state and federal election law and campaign finance law. I would be concerned if, I mean, I totally understand why that would be a conflict, but then how do you deal with the situation of, you know, a developer comes and just knows who might vote against them and then just gives each of those members $500, and those members can't vote. I'd be afraid of how it could be used against a council person when it's something they're not doing. And in our current ordinance, our disclosure section is better than what is proposed here. I think that the, this code, this proposal just said submit disclosure. Our current code under 2-273A2 requires a sworn statement to a city officer. And this section, it says if in the proposal, if requested, disclosure forms will be reviewed by the board of ethics to determine if a conflict exists. And the board of ethics already does that through advisory opinions under 2-278. So it would just be, and it would also be adding duties to the board. So we'd have to also add a new section to the ordinance that would add that duty to the board of ethics. And if a comp, the proposal also says if a conflict is declared or identified, the city official will recuse from the decision-making influence or solicitation involving the party identified in the conflict. As far as will be recused, a city official would have to recuse themselves. And that's what our current code says under 2-273A1. And the training section of the proposal, under 2-276 of our current ordinance, training is already required and the auditor's office is actually who decides that training. So, you know, the, and we've had meetings before where we discuss what should be in the training. And then other problems with the proposal is that it doesn't have an exception if the majority has a conflict in their interest. And that could be an issue of how business is done. The current ordinance is more specific on what is a conflict as far as 5% interest in a business or stocks, $600 or more on certain tax forms. I would say that it's better to be more specific because there needs to be due process for city officials so they know what could be a violation against them. And the governing body of a nonprofit and unincorporated association is not included in the proposal. So somebody that's on the board of a nonprofit currently has a conflict and would not under this proposal. And there's also no exception for mutual funds that is currently in the current ordinance that's not in this proposal. And I mean, I know I have an IRA and a pension and I don't know what it's, you know, I don't go and look at each thing that IRA and that pension is, has in it. So I guess I say all that just to go over it. It's not something I would support, but I will open it up to the board for discussion. My question is, so is this something we're looking to change? Are you saying the conflict of interest? And you read even at the disclosure, is that what we're looking to change or add to? I mean, I guess that's up to the board. I would just say overall, there's a lot of problems. I would say that I think this proposal is more problematic than what we currently have. So I mean, I'm saying like I would be against this proposal and it's open for the board to discuss what we want to do. I think Annetta had her hand raised first and then Rob. First of all, many people have said that the current conflict of interest definition that we have is unenforceable. And I know that when the mayor did his State of the Union speech in January, he got questions about when we would have something different. I know council has directed us to come up with another definition. The biggest problem with our conflict of interest definition that we have right now is that it has the pending matter term in it, which is so narrow, it's difficult to understand what that could mean. And just for an example, if someone wanted to do something that they shouldn't do, they could vote on the matter and then do the thing the day after because it would no longer be a pending matter. So it's a narrow definition. It's well, let's say it's a real estate deal. Let's say you're going to do something that would not be in the best interest of all of the people in the city and it would be something that would benefit you more than $600. You could go ahead and vote on it and then do your real estate deal the next day. And that's, that's just an easy example. So is that pending matter language that is the problem? I have not seen that. I've read many, many other ethical codes and I've never seen that anywhere. I think Austin has matter in it or something like that, but nobody else has pending matter. It is very difficult to interpret. Some of the things you mentioned, yeah, should, could be changed to shall. I mean, we could hammer out some things very easily. I'm not opposed to that, but I've read many model codes and this is basically what they say, but I really like the city of Denton. It's written in plain English. It's not legalese. A person without a law degree could interpret it. I think that would make it so much better for everybody. And by the way, you don't write an ethical code for, for whoever's for city council or whatever public official you write it for the good of everyone. So it's not at all for the people who are in those offices. They should be following the rules and if not, we're trying to say what would happen, how, how they would be held accountable and not that I want to, but anyway, okay. I'm getting signals to stop, so I will stop. And I think Rob, I think you had your hand raised. I have two questions. One, so on part of this, the doing a business opportunity within the past 24 months, the city's is 12 months. Is it not now? I think the city, I think that the policy was in our packet after that. I'm not, I'm not sure though. I thought I read that. Well, any material. Oh yeah, you're right. Actually. Yeah. The city's is 12 months. That's great. I just looked it up. Now, is this document different from what we were discussing with the potential attorney in that are we looking to give somebody direction? Are we going to make motions on this? Are we still just talking and, and what is, what do you see that we need to do concerning this? I mean, if you ask me, I would say we, we table it. I mean, I think that this one's too problematic and we need, I think this one's worse than what we currently have, but that's up to the board to decide what we do with it. I would say if we were to go forward with it, I think we definitely need an attorney. Probably the, the board has firm to work with us on it. Cause I think some of the legalese that isn't in it, I mean, is in our current code for a reason, because there is a hearing and there needs to be due process for city officials. Um, so that, I guess that's it. Thank you. Oh, did it turn off? Yeah. Anyone else with comments? I agree with you. So do we, do we need to just table this to another time schedule a meeting with the law firm? Is that what's the best avenue to take to? I mean, if you're asking me, my opinion would be, uh, not to go with this. Um, but if the board were to think we need to switch to this, I would think, I would think we need an attorney to look it over, but I don't think that this is better than what we currently have. And I think it would cost, it would be a lot of time spent by us and a lot of money spent for an attorney to fix this code, to possibly make it just more like our current code and more like our current ordinance. Cause it's missing things from our current ordinance and missing certain language from our current ordinance that I think it needs to have. Um, so I mean, I would be, my opinion would be that we, we table this proposal as it, well, I guess not table it, but, um, not vote to go forward with this proposal. If that's a motion, I will second that motion. Just, just from a procedural standpoint, right. What, what this caption is set for was for y'all to, I mean, you've got the backup, but it's for you to discuss it. And then it's posted so that you can take action if you wanted to. And that, you know, that would be motion second and, and following boat. And it's much like we had done in the past, where if y'all have language that you're ready to recommend as a board to counsel, or if you have a specific action that you want to, okay, you want to consider as a board, you want to move forward with working on this new language, you can take action as a board under this posting to do that. If you have the board decide you want to take action on any of these items, then the, or any of the things that we're talking about, if you as a board don't want to take action, then we will move forward with the ethics ordinance as it is currently drafted. Madison. Yeah. And, and just to kind of pray, please correct me if I'm wrong. Um, you could, you could take act, make a motion and take action, um, on language that isn't necessarily even in the proposal that was included in the backup, um, with the way that the caption is raised. So you decided you wanted to add something that's not in the backup, but you all agreed that that was, you wanted to make that recommendation. We could do that today as well. It's my understanding. The posting is broad enough for that. Yes, ma'am. Or, I mean, uh, and I'm not, I'm not trying to direct your discussion in any way, uh, chair, but in the sense of taking action, it had been raised in prior meetings here at this board that part of council's question was is there an impasse or is there a recommendation by the board regarding the language either way? And so it could be the board's decision today that the board is fine with the language as it is, and that can be a recommendation to council that can be made. But, I mean, obviously that's for the board to decide. Yeah. And I think the last meeting we talked about, um, you know, we talked about having meetings and continuous continuously discussing it. I mean, I don't think we have to shut the door on conflict of interest that there won't ever be a recommendation, but if we don't have anything now, I feel like we don't need to go to council. Um, because I mean, the last time I went to council, um, I mean, they didn't really, they didn't ask for a new conflict of interest. My understanding is that they just want to know whether, um, you know, they want to know whether we're in an impasse or not. Um, I mean, I didn't get a whole, I mean, there's certain members of council that, that wanted a new conflict of interest, but not everyone. So, um, and you know, I guess they're kind of above us, but we don't have a recommendation. I mean, we don't, we don't have to, I don't think in this situation, we have to have a recommendation or not at any specific time under the ordinance. Um, anyway, is there anyone else that wants to, Annette? I don't see how we can say we're at an impasse when we're really never allowed to discuss anything and anything we bring up gets immediately shot down and there is no discussion. So if that's where you want to be, I just want to go on record saying that I disagree with that approach. Okay. Um, well, if you look back at our, our minutes and if you look at the agenda information sheet under three, um, it lists all the times that we have had discussions about conflict of interest. I mean, I, they haven't been discussions. There have been, uh, many discussions for many hours about this. It's been on the agenda and a number of times and it's immediately been shot down by you. Okay. Well, um, I mean, I don't like to sit here and just, and go back and forth with the same things over and over. So, um, and as far as some of the things in this proposal, some things just aren't workable. Um, and I mean, we're discussing right now, you can say what things you think are, or not. And, um, I am really open to amendments, but I think that the current conflict of interest definition is terrible. It's unenforceable. Um, we need something better. And, and I, I think that's not just my opinion, but there are a lot of residents of Denton who hate the code that we have. Not only does it have a terrible conflict of interest definition, but it actually has a back door, which means that if somebody's doing something that they shouldn't be doing, they can continue to do it after they leave office because it's their business. And that's, um, this is kind of timely. That's not a good thing. Yeah. Unfortunately, the proposal today, um, doesn't really fix, fix a lot of those issues and it causes other issues. This is just a starting point, but I think that changing, I'm not saying that I'm the only person who can write a conflict of interest definition, but I have consulted a lot of other cities, things that work. And I do think that the, this is from the policy that Todd Howman put in when he came into office and it is good. I like it. Um, it's pretty clear. Yeah, I agree. There's some things, you're right. Should to shall. Um, I mean, yeah, you mentioned several things that I'm fine with, but, um, we need to get rid of that pending matter language. It's, it's, um, too narrow. I've never seen it anywhere. And I've, I've spent hours and hours and hours pouring over conflict of interest definitions and, and is the most odd definition I've ever seen. It's a joke. So if you guys are fine with it, then I just want to go on record saying that I'm not, I'm sorry. I guess Don, you know, in the two over two years that I've been on ethics committee and in sharing some of our panels, I haven't seen a problem that we've had. And this is, uh, what we're going by is what the city council and the legal firm that we retained wrote. And this is what the city's voted on. We've been using it. There has not been a problem with it yet. Uh, my feeling is if there's a problem, let's correct it. Or if we see that there's going to be a problem, maybe we can correct it. But so far I think it's gone very, very well. The only problem that I have is that there's no way to even punish the city council, city council members. If they do something wrong, there's no real punishment in our ethics code. And that's the only problem that I see with the code. But what you brought here today, you know, it's like going and you like one kind of car, I like another kind of car, but they both get us back and forth to work. You know, there's not a problem with it. And that's my feeling with what we have. And I appreciate the work you've done on it. With all due respect, I have seen problems. There have been two city council members who got called out because they were university. One was married to a faculty member and the other one was a faculty member. Faculty members at a university do not have any say whatsoever in financial dealings of the university. It was crazy that they got called out. But on top of that... And I'll note that that was a change we made as far as polling places. Yeah, but it still says that university, the word university is still listed as a business partner and the university is a nonprofit government entity and it shouldn't be listed as a business partner because it's really not. So there are all kinds of... No, I mean, I understand that you feel it's okay. I totally disagree. And I think right now that somebody could be doing something really horrible in terms of making money and there wouldn't be any way to hold them accountable. And that's pretty sad. I mean, we were better off when we didn't have an ethical code. I think Patricia, you had your hand up? You're on mute. I just wanted more information about... Was that discussed about what Annetta said about pending matter? Is that something that is open to discussion whether to leave that in or take that out or is that a problem? We had a couple of meetings. I'd have to maybe have Madison do some research about which ones and bring up the minutes. Deborah Cosmo, either one or two different meetings brought that up and we discussed that. And some of you that were on the board will remember there's a PowerPoint. So we have gone over that before. Yes. We discussed it in February and March and all of that discussion just got shot down that we never really discussed it. We never took a vote. It actually didn't even appear on the minutes. I mean, well, I would say that... I mean, it was discussed as we're discussing things now. I mean, I think that when you think something's shot down, it's because it's your idea and it's not being accepted. But it was discussed like it's being discussed, things are being discussed now. Are there any other comments from other members? Let's take a checkpoint where we are now. We have a conflict of interest provision that may or may not be the best. So is it our mission in the future to see if we can come up with something better and when we do introduce it here and in the meantime continue on or is that not where we are? I think I would agree. I think that's kind of the conclusion we came to last meeting is that we'll have monthly meetings and we can have, if there's certain things that want to be discussed, they can be sent to Madison and we have a meeting to discuss specific things or possible amendments. I mean, because I don't think anybody's opposed to any future changes. So I think that's where we are. I mean, I don't feel like there's a consensus that we want to adopt this current proposal, but we can come back whenever there are more proposals or different proposals to go over. Do you think it would help if I write something and then I get your feedback before I submit it to make sure that you would be okay with it? Well, I mean, I'm not like the king of the meeting, but I did actually talk to Madison about this because I mean, I don't like to sit here and just, you know, just take down somebody's ideas. Because when I talked to Madison, I told her like, maybe next time send it to me first. And so that maybe I could tell Lynetta, like I could have sent you my notes that like, you know, these are the specific legal reasons I don't think this would be good. And it might've been something where you want it to retract it and maybe come back the next month. I would be open to that, but what I'm getting is that, okay, it's not good. Let's move on. Let's, we'll just table it. And, and I think we need to come up with something better. And I'd like to move that we vote on whether or not we'd like to move forward to try to find a better definition. That's a motion. Isn't, isn't that what our mission is? Whether we do something today or not? Without a motion I'm saying. Yeah. I think that's, that's in the ordinance that we can amend, you know, amend the ordinance as we go. I think Rob, did you have your hand up? Well, one of two things, if, if Annetta made a motion, we need a second. If she doesn't get it, does it die? And then I'd like to ask a question after that. Okay. Are there any seconds to Annette's motion? Can you repeat the motion? Annette, she asked for you to repeat the motion. The motion is to move forward with seeking a better conflict of interest definition. I would second that. Okay. And I would agree with Ron that, I mean, it's part of our, our job to, to recommend amendments to the ordinance. But I guess there's discussion on that. Rob, does your question fall within this and that I don't think anyone on this board is looking to stop anyone from trying to improve our better life in Denton. And I think that's why we're spending time doing this. Why we're here is to enhance the living in Denton. I just read an article where we have been listed as the ninth best place to move and live in. And so I thought that was pretty nice. It wasn't because of this board, but that's, that's all right. But my point with Annette, I would be, I'm sorry that you feel like that this motion needs to be made because I think we're all wanting to improve. And I don't think any of us are going to be ridiculed for submitting potential changes. Let us have a chance to look at them. We may take part of it. We may not take any of it, but I, I don't, I don't want us to have, lead this thinking, uh, this is, uh, Coney and type of just operation. We're all open to submit anything and we can discuss it because Laura is the chair and she's talking about it. That's fine. Uh, but if you want more participation, I'll speak up too. I don't like any of it that you brought because I thought we already had it fit quite nicely, but not being an attorney, I, I really pay attention to what their thoughts are on the legal ease that needs to be put in. Uh, sorry for taking so long, madam chair. I will not be supporting this motion. I think my concern was that the previous meeting, it was said that we weren't going to talk about the conflict of interest anymore until after the election and, and that type of thing. And so I was just hoping that and that it was clarifying that we will continue to talk about it. Uh, I don't know. I don't remember that coming up. I, I thought at the previous meeting we were going to entertain a conflict of, uh, interest, uh, resolution suggestion and everybody had the opportunity to put them in. Yeah, this was two meetings ago. I was talking about, I'm referring to the last meeting. Right. Madison, can I ask for clarification on what the motion would mean logistically? Like if this motion passes, would that mean that I should include, uh, this sort of caption where we can discuss conflict of interest section on every agenda going forward, regardless of if I receive a proposal or not, or I guess, I guess that's a question for Annette. I would for clarification on the agenda on the motion. I definitely think we need to keep talking about this. I think that Laura made some good suggestions. I'm fine with them. Um, I think just tabling it in whole because we don't want to change anything is, is a bad idea and that's what I heard from her. So if, if Laura, if that's not what you meant, then, then, um, I need a better understanding of what you were saying. Trey, Trey, if, if this motion passes and, and creates, uh, a necessity for us to discuss conflict and conflict, the conflict article, every meeting, is it any different than if the motion didn't pass, wouldn't we have that same ability to discuss it every meeting? If the motion did not pass, yes, you would still have the ability to discuss it at every meeting. And just to run, to clarify my question at the, at the time, my, my understanding of the direction I've received is that I would include this kind of caption on the meeting agenda if I received a request from a council or sorry, from a board member to have it on the agenda. Um, whereas I think if this motion passes, I would just always include it until I was got direction not to basically. Is that what you intended, Annette? Yes, I just think we should keep talking about it and not say, well, we've discussed it, we're done. Um, I think it's too important and, and, you know, conflict of interest is the heart and soul of an ethical agreement and, um, yeah, I mean. My understanding of the effect of, of the, of the motion, if it were to pass and, and Ms. Ramsey, please, please correct me if I'm wrong, is that basically this is the antithesis of a motion to recommend or a motion to tell council that you, you've reached a stalemate. You're, this is basically just the opposite. You want an affirmation by the board that we're absolutely working on it, not declaring a stalemate. Yeah. Is that correct? Exactly. That's the case. I mean, I think the board as a whole can consider different ideas, different proposals regarding this, whether this motion passes or not, it's just that this would be an affirmative step to say we are not claiming a stalemate. Is that, is that. Absolutely. That's correct. Yeah. Okay. Um, and to clarify, my thoughts would not be to use this proposal because I think what we would need to do is just make this proposal more like our current code in order for it to cover as much as our current code. Um, so just to clarify that, that I'm not, I don't think we should stop. I don't think the discussion is over about conflict of interest, but I think that that can be ongoing because that, that is the ongoing duty of this board to suggest amendments, but I would, I wouldn't support this proposal. Um, so is there any more discussion on a Netta's motion, Patricia? I do think it was helpful to compare and contrast with your help the differences between a couple different definitions of conflict of interest. And if somebody brings a different one next month, you know, and you can go through the same process again, I think it's helpful, uh, to, you know, see what's good and what needs to be changed in our current, if anything needs to be changed in our current. So I thought it was very helpful even if you, you know, even if, uh, maybe what we have now in some ways is better. Um, I think it still was helpful. The exercise itself was helpful. Yeah. I mean, that's what I did. I just, I brought it up on my screen, the current one and the new one and all the differences. And that's, that's when I made my, my decision. Madison, uh, if we decided to do nothing today and just leave things as they are, if another conflict of interest proposal comes in, we'll consider it and leave it open and discuss that as far as council is concerned, we're still working. Would that not tell them that information just like a motion that we're considering would tell them that? Um, I think, uh, you have communicated to council in the past that you are not at an impasse. Um, and so I think that's the, what the assumption they're operating under currently. And we, I don't know that it's necessary to re-communicate to them that you're still not at an impasse. Well, yes. In that I don't think that you're advocating that a motion has to be the vehicle to tell them. I don't think it has to be. Uh, but I also think if you would like to make a motion, you certainly welcome to. Okay. Uh, any other comments on the motion? I just will comment that I know we have looked at, um, changes to the policy and, um, I think we did that in January or February and I don't think we took a vote. I mean, is that pending matter part that is, that is so problematic with this code? Okay. Are there any more, uh, any more discussion about the specific motion that Annetta has brought forth and Patricia second? All right. Um, well, let's take a vote. I would vote against. Don? No. Um, Annetta? Yes. Rob? No. Patricia? Yes. Ron? No. And I think, I, I guess I said Ron. I think Ronnie said no. Ron Johnson. No, I think he said no as well. Okay. All right. So the motion does not pass. Um, it does not mean that we, I mean, I, I think as, as Ron kind of threw this question to Madison, I think the council already knows that it is ongoing and we haven't said we're in an impasse and I don't feel like, uh, you know, even, even though some of, I don't think, I still don't think we're at an agreement that we are in an impasse. Um, I guess, I guess moving forward, um, I don't just from our discussion and hearing everybody say something, I don't think there's going to be a majority that just wants to adopt this current proposal. Um, we can go forward like we did last meeting and, um, you know, if anybody give a drop dead date, we can work with Madison, give us a date. If there's proposals for changes, we would send them, uh, to the board by then. Um, and, uh, and we can go forward like that, like we did last month. Um, I guess I'll, I'll let the board kind of discuss how we're going to go forward with, with, um, with changes. Rob. I go back to, if you have, we've been reading these, we know the bylaws. If you have something that you think might work or you've read, just as Neda has, excuse me, submit it. No timeframes, no, just get it in the pipeline as it were. Is that what you're asking? Yeah. Well, I, I say time frame because our meetings have to be, um, you know, there's like the public meetings act. So it just has to be enough time where Madison can get the agenda made. Oh, I apologize. Then what is the time frame? How, when, when's the latest I could submit something for it to be on the agenda? Probably what? Five days to a week, Madison. Um, yeah, I think last week we did last, uh, sorry, this month we did the Wednesday, we did the 19th was the kind of the drop dead date per se. Um, so that would be the 16th for next month. Um, but if you submitted a proposal after that date, we could include it on the next agenda. So you submitted a proposal on the 17th of September, it could go on the October meeting. Um, and my question is, is it, is this considered business as the counting point? I think it's just, it's just a date. You could, you could submit something to me on Saturday if you wanted to. That's why if I just five days before the meeting, I know when I can do my own calendar work. Um, let's see. Whatever the number is. Uh, let's say eight days before. I love it. Eight days. I mean, I think that works just because, you know, Madison has to get everything together and I don't want to, um, you know, you can wait till the next month unless, you know, it's some sort of emergency and I don't, you know, don't want to make, she's got other jobs now since she's going to be the auditor. All right. Um, well, I guess I'm not hearing a whole lot. I guess we'll just go forward with that unless there's, um, anything else everyone wants to discuss today within posting it. Yeah. Well, it would be yeah. Two dash two seven three a, um, amendments. Okay. Um, all right. So Madison, you said the 16th of next month, if people have proposals, um, send them by then. Uh, I don't, I guess we won't have the work as thing and there's, there's meeting minutes. If for some reason meeting minutes is the only thing on there. I don't know if there's really a reason to have a meeting, but, um, if there's more proposals we will discuss them at the scheduled meeting. Um, so I, I guess if, if there's nothing else we'll, we will adjourn. Thank you for your time. Thank you all. Take care. Thank you.