[0:09] All right. Today is April 28th, 2026. It is 12.34 p.m. We are calling to order the initial board meeting of the Red Rock's Improvement District Board of Trustees. And my name is Jay Springer. I'm an attorney assisting the board and the district. We are recording via Zoom, though this is an initial in-person meeting of the board.

[0:39] There are no members of the public present and none have requested notice or sent any communications about the meeting after it was publicly posted.

[0:53] We have online board member Adam Fisher who will not be participating as a voting member but is in the meeting by invitation.

[1:01] and then in person we have board members, Ryan Brown and James maybe.

[1:10] So with that, kind of going through all health out as needed, but we'll basically just go through the agenda.

[1:20] That is the call to order, acknowledging who is present.

[1:23] We do have a quorum. It is a three-member board, so two present will be voting.

[1:27] because this is an in-person meeting, we don't have to specifically do a roll call vote,

[1:36] but ordinarily we will. It's a lot cleaner that way when it is an electronic meeting,

[1:42] we have to do all roll call, all votes by roll call, or declare that they are unanimous.

[1:48] So that's a note for future meetings as well.

[1:50] So in the confirmation of trustees, I just want to acknowledge those names that we have here.

[2:00] Are there any comments or questions on that?

[2:05] No questions.

[2:07] Good here.

[2:09] For the oath of office, each of you should have received a standard form for the oath of office.

[2:17] This is traditionally done before you take your first actions, but it's not something

[2:23] that is going to invalidate or cause any problems.

[2:27] But it is something that you need to do before the next meeting.

[2:32] The easiest way to handle that is to go to a notary public and have them read the forum

[2:39] and fill it out and then send a copy of that to me for the records and I'll work closely

[2:44] with the appointed positions and handling that.

[2:48] It is, I have it pulled up, it is very short.

[2:53] I do solemnly swear or affirm that I will support Obey and defend the Constitution of

[2:57] the United States and the Constitution of the State of Utah and I will discharge my duties.

[3:01] The duties of my office with fidelity.

[3:03] Every officer in any position that's an appointed or elected position has to take that oath

[3:11] when they, when they move into that position. So that is, that is something to, to have

[3:17] happen. And then in this form, which is provided by the state, it provides the, the, where

[3:26] you send it for the district, it's going to be the clerk. So get that done, send it over.

[3:33] or it is one of the first actions that you'll need to take as individual trustees.

[3:40] So that is item number three, no action necessary as a board, but as individual board members

[3:47] you'll do that.

[3:49] Number four on the list is an election and appointment of officer positions.

[3:54] The three that we're talking about, I'll pull up, are the clerk, treasurer, and chair.

[4:01] and these can be changed later, but we want to have these positions outlined. I recommend that we do make those elections and elections within our own body, within this body rather, so that they can be made.

[4:19] And these are the form that I have pulled up is a form that we will fill out in relatively short order as board, which is the fraud risk assessment.

[4:27] But the roles of those bodies is critical of those hats that we're assigning are critical to the function of the board.

[4:38] So the board chair is elected an appointed chairperson of the body.

[4:42] And that's analogous to the mayor or a commissioner on a, you know, accounting commission or the trustee, which is you.

[4:52] And that is typically the primary responsibility is running the meeting.

[4:56] There will be some responsibilities like signing papers as the chair that would be that

[5:05] but largely it's just kind of a managerial position of the meetings themselves.

[5:12] The clerk is the bookkeeper. They'll work closely with the accountant and delegate those responsibilities.

[5:20] Most of them out in a small district, those are often handled outside.

[5:26] They validate payment requests, ensure compliance, and prepare checks and record the financial transactions.

[5:32] Those are only district transactions, so they're typically will not be a lot of transactions to handle in a small district that doesn't have customers paying bills.

[5:44] So it's a relatively straightforward and often the day-to-day responsibilities are contracted out, but the clerk is the record keeper.

[5:55] And then the last one is the treasurer, which is the custodian of the cash accounts responsible for overseeing the receipt of payments.

[6:02] So the treasurer is always an authorized signer and the separation of these three is different

[6:09] individuals is what the state auditor looks at for compliance with those state laws.

[6:17] So the action for the board would be to select who would wear those, those hats, and make

[6:26] of motion to appoint those positions.

[6:30] If the board isn't ready to make that decision and wants more time, that certainly can

[6:37] be.

[6:37] It would definitely be a priority item for first thing on the next agenda.

[6:42] But it can also be changed at any time by a vote of the board.

[6:46] So I'd like to have, I'd recommend that that be done today if possible.

[6:51] So that would be item 4, are there any questions or do you have somebody willing to make a motion?

[7:00] It's all right Jay, the three board positions is a little confused by the clerk being an outside person.

[7:08] What are the three that we need to fill?

[7:10] So the clerk is still a member of the board for now, but the day-to-day tasks, it's like having a department head or somebody that

[7:21] overseas it but really the day-to-day is handled by somebody else. So for example, I would work closely

[7:28] with the board chair in creating the agenda in the minutes and getting the meeting ready to go,

[7:34] but that's officially part of their responsibility, but of course staff and other people help out.

[7:40] So that's what I was talking about with the clerk because we don't have to be an accountant,

[7:45] but it's kind of a bookkeeping record-keeping task.

[7:52] So that's board chair, clerk, and treasurer.

[7:56] Yes.

[7:58] Is this something we think we can decide today or do we want to?

[8:01] I think we can, but just not relative to our individual capabilities or desires.

[8:07] But could you order those J in terms of least work to most work?

[8:13] Not that we're going to be a lot of work.

[8:17] The chair is, let's see.

[8:22] The treasure will basically be no work until there is a cost,

[8:27] some expenditures associated with the district.

[8:30] Same with the clerk with the exception that the clerk will be copied

[8:35] on emails for records of the district.

[8:38] and then the chair will work with largely me on preparing meetings.

[8:45] None of these, I would think, are even an hour of work when you don't have a board meeting coming up.

[8:54] When you have more tasks, you'll be making decisions about as a full board about

[9:01] that's determining how to how to farm out those tasks and and provide an

[9:06] oversight role. Okay. I had my motion to elect those positions today unless anyone

[9:14] feels otherwise. Let's do it. So who wants to do what and make a motion? I'd

[9:21] suggest I could be chair Adam could be clerk James could be treasurer. I move for

[9:29] Ryan Brown motion, Brian Brown to be chair.

[9:34] We can do them all in one motion.

[9:36] All right, I move for exactly what Ryan said then if you didn't already move for that.

[9:40] All right, second if you did move.

[9:43] So let's, so we move that Ryan, Ryan be selected as the chair.

[9:50] Adam be selected as the clerk and James be selected as the treasurer until,

[9:56] So until future meeting when it's yeah, that's just the positions for now.

[10:02] Yep.

[10:03] Does it need a second?

[10:03] I assume second.

[10:04] Yeah, we need it.

[10:05] We need a second.

[10:06] Right.

[10:07] That's me.

[10:07] Second.

[10:08] Okay.

[10:09] So Ryan motioned.

[10:12] James seconded.

[10:13] Adam is a non voting member for this meeting.

[10:17] All in favor.

[10:19] Aye.

[10:21] All right.

[10:22] is, it is unanimous with the two voting members. So, all right. The next item, and this

[10:32] is going to be really quick, is the, oh, sorry about that. Let me pull up the training.

[10:44] Okay. So, this is something that you guys have to do every year. It's open in public meetings

[10:49] exact training. Every board member has to do this. Adam being here counts even though

[10:53] he's not a voting member. This is training that you could do on your own. You could do

[10:58] it through the State Auditors website. I'm happy to provide additional resources for training.

[11:02] There is another training that I will send you that has to be done online for a once per

[11:08] term training. And it takes about 20 minutes to 35 minutes online through the State Auditors

[11:15] website. But this one, I'm just going to go through a high level, you know, 10 questions

[11:21] with the answers and kind of a couple of examples of what why the other other meetings don't.

[11:27] This is an annual thing. That's something that I'll help make sure gets checked off. The official

[11:32] record of this meeting will be the minutes. We'll also have the recording that gets posted to

[11:37] the public notice website. And so that will be our verification that this training was completed for

[11:42] those present, okay? The official meeting. So the legislative intent of the Open and Public

[11:49] Meetings Act is for public bodies to deliberate and act civilly, respectfully, openly and

[11:54] transparently. It's in the name, it is open. Transparency is an added bonus, but that is not the

[12:03] express stated purpose of the act. A quorum is defined number two in the Open and Public Meetings

[12:11] exact as a simple majority of the membership of the body, three or more members of the body,

[12:16] minimum number needed to hold a meeting, and the number of people needed to conduct

[12:21] business of the body.

[12:23] It is defined as a simple majority.

[12:26] So the other incorrect answers are kind of byproducts of that in certain situations and

[12:32] or all situations.

[12:34] Number three, how soon do approve minutes need to be posted for the public?

[12:38] It is as soon as reasonably necessary within seven calendar days, I'm going up from the bottom within 30 days after holding an open meeting or within three days after approving the written minutes in an open meeting.

[12:54] Quick note here, how it happens is we the body will create minutes of this meeting after the meeting, obviously.

[13:02] And then they will be on the agenda for approval at the next meeting as approved minutes the approved minutes need to be posted within three business days after that meeting when they're approved. They can't be approved at the meeting that they are created for.

[13:16] So that's A, four is what is a justifiable reason you may hold a closed meeting discussion regarding controversial recommendation from a advisory board to learn confidential crimes, confidential details about a crime in a city,

[13:30] interviewing a person to fill an elected position or strategy discussion of pending or reasonable imminent litigation.

[13:36] The only viable one is a strategy session to discuss litigation.

[13:43] The other ones are not valid reasons to hold a non-opened transparent meeting.

[13:50] Five, how much time is required to notice a public meeting?

[13:54] At least 24 hours, if regular meetings are held, and you'll notice is required,

[13:58] C, not less than 24 hours or D, all of the above, this one is all of the above.

[14:04] Even though at least 24 hours and not less than 24 hours are the same thing that those exact phrases are used at different places in the posting requirements.

[14:14] So, yes.

[14:16] And we do have to, if we're having regular meetings, then you have to do annual notice.

[14:22] Just going to assume that you do that. Why not? You just post something on the public notes website.

[14:27] Number six is how often is the public body required to be trained on this act?

[14:32] Each time they are newly elected or appointed annually too much or monthly is annually.

[14:39] This is the annual training.

[14:41] Seven, what is something that does not need to be recorded in the official minutes?

[14:45] Date time and place, names of those present, record of each vote taken,

[14:50] and the verbatim dialogue of all matters proposed discussed are decided.

[14:53] It is D, you don't have to have a verbatim record, we do have the recording.

[14:58] Bless you, Jake.

[14:59] I'm going to turn it over.

[15:00] Right. Number eight, which of these is not a requirement for electronic meetings, adoption of a resolution, ordinance, or rule governing the use of the public body. Always have an anchor location where the public may attend. Give notice of, um, of the electronic meeting in accordance with state code and except for unanimous about all shall be taken by roll call, roll call. This is eight. The answer is B. There are exceptions to having an anchor location.

[15:26] One of those, those being, and we'll talk about the open, well, we'll talk about that during the electronic meeting portion, which is coming up quickly.

[15:36] Nine, which of these would not be a public meeting regulated by the Open and Public Meetings Act, chance gathering at a grocery store or a social gathering at a city holiday party, Liberty Fest, you know, local event, or all of the above.

[15:48] and that would be all of the above.

[15:51] There are exceptions, you know,

[15:53] you are human beings with lives.

[15:56] You don't have to be worried about going

[15:58] about your daily business and running it to people.

[16:01] So, and number 10, what must be included on an agenda?

[16:05] Reasonable specificity about topics to be considered,

[16:08] dress code for the meeting,

[16:09] which you missed the memo on, action items

[16:13] or the pledge of allegiance.

[16:15] The only answer is A.

[16:17] The public is entitled to notice about what is being considered and what may be acted on only items that are properly noticed can be acted on by the board.

[16:28] And that's why why that's there.

[16:31] So with that, you have now all completed your open and public meetings at training for your first Utah position on a board.

[16:40] So there you go.

[16:41] We'll know attendees in the minutes, and that'll be our record.

[16:47] Any questions on that?

[16:51] No, I'm not here.

[16:54] And finally, we have the adoption of electronic meeting policy.

[17:00] The purpose of this is to, I prepared a red-rocks improvement electronic board meeting policies

[17:08] and procedures, and this is in broad strokes required by law to allow the board to hold meetings

[17:18] with participants who are not physically located in the same room and in anchor location.

[17:24] This meeting that we are having right now, we have me participating virtually electronically

[17:32] and Adam participating as a non-voting member electronically, that is allowed without having

[17:37] a policy in place. What cannot happen without a policy is a vote by a board member who is

[17:44] not at the noticed anchor location. So that is the key. Now, there is a provision 52 for 207

[17:54] of the Utah code. That governs the rules around when you can not have an anchor location.

[18:02] So this basically just defaults to, if you did it, if you comply with the state law,

[18:08] you can have it.

[18:11] Our policy has to enable it, but it can't make the requirements under state law less

[18:20] owners.

[18:21] So we still, we couldn't say in our meeting policies that we could do 12-hour notice of

[18:27] a meeting.

[18:27] That is written into state law.

[18:29] So, we basically just have a very short, this is a two-page, you know, one-in-a-half-page policy.

[18:35] Sorry for that. I'll clean up the page numbering on that for the final.

[18:41] And so, the action for the board would be to have a vote and a motion on approving this policy as presented so that future meetings would come up.

[18:55] This is a pretty quick meeting in anticipation of a broader organizational meeting forthcoming

[19:03] that we can go through some more items in a little bit more detail and end with more preparation ahead of that.

[19:12] So any questions on what you've been presented on that, or if now you would be ready for a vote and a motion?

[19:24] No questions. I motion to adopt this policy. Second. All right. So Ryan, Ryan moves. James seconds. All in favor.

[19:37] Aye. Aye.

[19:39] Is unanimous with those present and voting? Adam is not. Okay.

[19:45] Okay. And so with that, we always include on the agenda just as a note, the potential

[19:53] closed session to discuss pending or reasonably imminent litigation or other matters as allowed

[19:59] by state law. The process for that, if it were ever to come up, I would obviously just say

[20:07] for now, don't have a closed meeting without your attorney. So your attorney can help you

[20:11] guide through what what needs to happen for that to be proper and protected. So with that,

[20:18] we are ready to adjourn. Now, ordinary, you can do it one of two ways. I just ask that you be

[20:25] consistent. The chair can declare the meeting adjourned or a vote can be made to adjourn the meeting

[20:30] and then take it. I you can do it either way. It is the most successful motion to make.

[20:40] But you know, it's going to happen. So up to you, but that's all I have for today. And then we'll prepare for a broader meeting with some more policies and rules for the board to consider in the future.

[20:59] I motion to adjourn the meeting.

[21:01] I think the chair, so you can just say it's over.

[21:03] Okay.

[21:04] Oh, no, we got to set a precedent.

[21:06] So, set a precedent.

[21:07] Take the vote.

[21:08] Why not?

[21:09] We have to take the vote.

[21:10] And all in favor.

[21:12] All right.

[21:14] Okay.

[21:15] All right.

[21:16] Well, thank you.

[21:18] And so I will stop the recording.

[21:21] That will be the end of the meeting.

[21:24] Thank you, Jay.

[21:25] Please, Jay.

[21:26] and we did it.

Board Meeting April 28, 2026

Transcript