To conduct deliberations with persons designated by the governing body to negotiate real property transactions, and
To consider information or records that are exempt by law from public inspection.
The Executive Session is held pursuant to ORS 192.660(2), which allows the Board to meet in Executive Session to discuss the aforementioned land and legal issues.
President, Larry Pelatt, noted that representatives of the news media and designated staff may attend the Executive Session. All other members of the audience are asked to leave the room. Representatives of the news media are specifically directed not to disclose information discussed during the Executive Session. No final action or final decision may be made in Executive Session. At the end of the Executive Session, the Board will return to open session and welcome the audience back into the room.
Agenda Item #2 – Call Regular Meeting to Order President, Larry Pelatt, called the Regular Meeting to order at 7:10 p.m.
Agenda Item #3 – Action Resulting from Executive Session
Joe Blowers moved the Board of Directors direct staff to pursue land acquisition in the northwest quadrant in conjunction with the donation of another piece of land. Bob Scott seconded the motion. Roll call proceeded as follows:
Bill Kanable Yes
John Griffiths Yes
Bob Scott Yes
Joe Blowers Yes
Larry Pelatt Yes
The motion was UNANIMOUSLY APPROVED.Agenda Item #4 – Presentations
A. Audit Report on Park District Financial Statements for Fiscal Year 2007-08 Keith Hobson, Director of Business & Facilities, introduced Kathleen Leader, Park District Audit Committee member; Tonya Moffitt, Audit Manager with Merina & Co., the Park District’s auditor; and, Cathy Brucker, Park District Finance Manager, to present the Audit Report on the Park District’s Comprehensive Annual Financial Report for the fiscal year ended June 30, 2008.
Kathleen provided a brief overview of the newly formed Audit Committee’s review of the Audit Report, noting that this is the first year that the Park District’s auditor is operating under a new auditing standard that includes a more in-depth review of internal controls. She noted that the Audit Committee is pleased to announce that the auditor had no significant issues or findings through the audit process and feels that the Park District has strong controls and financial oversight. The recommendation of the Audit Committee is that the Board of Directors accept the Audit Report on the Comprehensive Annual Financial Report for the fiscal year ended June 30, 2008. In addition, the Committee also recommends the Board of Directors consider going out to bid for audit services for the next fiscal year. If the Board of Directors agrees, the Audit Committee would be able to assist in reviewing the bids and make a recommendation to the Board in early spring of 2009.
Tonya commented that the auditor has a clean opinion of the Park District’s financial statements, which means that there were no audit findings and that everything was in order. She noted that there were no restrictions placed on them while they were conducting the audit and that Park District staff was very helpful in providing requested information in a timely manner.
Joe Blowers asked when Merina and Co. was initially hired as the Park District’s auditor.
Cathy replied four years ago.
Bob Scott moved the Board of Directors accept the Audit Report as presented for fiscal year ended June 30, 2008. Joe Blowers seconded the motion. Roll call proceeded as follows:
John Griffiths Yes
Bill Kanable Yes
Joe Blowers Yes
Bob Scott Yes
Larry Pelatt Yes
The motion was UNANIMOUSLY APPROVED.
Joe asked whether the Board needs to take action regarding accepting bids for audit services.
Doug Menke, General Manager, replied that the Board can acknowledge by consensus to pursue a Request for Proposals (RFP) process for future auditing services. The bids will be brought back to the Board for review and approval.
Larry Pelatt, President, confirmed the consensus.
Agenda Item #5 – Audience Time Vance Boelts, 8760 SW Parkview Loop, Beaverton, is before the Board of Directors this evening regarding the disc golf course located in Greenway Park. Vance noted that he lives next to Greenway Park and expressed how the disc golf course is negatively impacting other uses of the park, including discs coming in contact with other patrons using the pathways, behavioral issues with disc golf players, and natural area disturbances. Vance described that in some locations the disc golf course crosses over pedestrian pathways, posing a safety risk to other users. He presented a petition signed by other residents concerned about disc golf and requesting permanent removal of the course.
John Griffiths asked whether staff was aware of the risks associated with the disc golf course crossing the pathways.
Jim McElhinny, Director of Park & Recreational Services, confirmed that staff has heard some concerns regarding the layout of the course.
Joe Blowers asked Vance how the petition signers would react to a redesign of the course rather than removal.
Vance replied that although he does not know too much about the sport, it seems as though alcohol is involved a majority of the time. In addition, although he understands that Greenway Park is a multi-use park, he thinks the course has been compacted in too small of an area, as Greenway Park is long and narrow and some holes have already had to be modified due to natural areas. In his opinion, this particular use is not compatible with pedestrians, bike users, and other users and that while some of the players are courteous and will wait for another user to pass before throwing the disc, others are not.
Barbara Wilson, 12820 SW 20th Court, Beaverton, is before the Board of Directors this evening regarding the Park District’s recently passed $100 million bond measure. She congratulated the Board on the passage of the measure and encouraged the Board to honor the allocation of $12 million included within the bond measure for acquisition and restoration of natural areas. She referenced her experience with the Park District’s 1994 bond measure which, in her opinion, did not fulfill its promises in the area of natural area preservation, and asked that the Board allocate the current $12 million in bond funds to natural area acquisition and restoration as soon as possible. She stated that her concern is that if these funds are not allocated toward the beginning of the process, that this funding will instead be diverted to other projects that are over budget when the bond measure was sold to the public on the basis of natural areas. In addition, she encouraged the Board to adopt a policy on how to address cost overruns on bond projects.
Larry commented that the Board of Directors has not even begun spending the funds yet, as the bond measure just passed.
Barbara acknowledged this, noting that she does not want to take any chances and that she had a similar conversation with the Board during the 1994 bond measure.
Larry replied that the current Board is addressing the bond measure somewhat differently than past boards, including the establishment of a Citizen Oversight Committee, for which she is encouraged to apply. Larry noted that the Board has received a letter from Washington County Commissioner, Dick Schouten, recommending Barbara for the Committee, and stated that the Board hopes she will participate. Larry commented that Barbara seems to already be adversarial and the process has not even begun. He encouraged her involvement in the process via the citizen oversight aspect that was pledged in the measure.
Barbara replied that she does not mean to be adversarial; however, her past experiences have cautioned her.
Larry acknowledged this, noting that the Park District has moved forward since that time.
Joe described the annual performance measure scorecard that was established as part of the Park District’s Comprehensive Plan update, noting that the Park District is making a real effort to document its progress in addressing identified needs. He believes a similar tool could be developed for the Oversight Committee so that if the percentages are becoming skewed toward any one area, it could be addressed in a timely manner.
Barbara stated that she appreciates the need for athletic facilities, but wants the Board of Directors to follow through on what was promised.
Agenda Item #6 – Board Time John Griffiths asked whether there are future plans to acknowledge The Trust for Public Land’s (TPL) role in the Park District’s bond measure.
Doug replied that much consideration has been given to potential activities acknowledging the overall passage of the bond measure, but that it is also a sensitive topic in that the vote was very close. Regarding TPL specifically, staff could develop something if the Board is interested.
John replied that the Park District should commemorate all of TPL’s work on the measure.
Larry Pelatt, Bill Kanable and Bob Scott expressed agreement.
John Griffiths was excused from the meeting.Agenda Item #7 – Consent Agenda
Bob Scott moved the Board of Directors approve Consent Agenda items (A) Minutes of November 3, 2008 Regular Meeting, (B) Monthly Bills, (C) Monthly Financial Statement, (D) Conestoga Recreation & Aquatic Center Advisory Committee Member, (E) Clean Water Services Easement Request at Rock Creek, (F) Resolution to Increase System Development Charges, (G) Intergovernmental Agreement with Washington County to Receive County Park SDC Funds for the Purchase of Land, and (H) Recreational Trails Program Grant Application – Fanno Creek Trail Bridge Replacement. Bill Kanable seconded the motion. Roll call proceeded as follows:
Joe Blowers Yes
Bill Kanable Yes
Bob Scott Yes
Larry Pelatt Yes
The motion was UNANIMOUSLY APPROVED.Agenda Item #8 – Unfinished Business
A. Budget Committee Members Doug Menke, General Manager, noted that the Park District recently received seven applications for the two Budget Committee positions available. At the November 3, 2008 Regular Board meeting, Board President Larry Pelatt and Board member Joe Blowers agreed to serve on a screening committee to review the applications to determine if there is a clear consensus on the top two candidates to fill the positions.
Joe Blowers provided the following comments regarding his review of the applicants:
He supports reappointment of Spence Benfield due to his past experience in serving on the Budget Committee, which includes multiple years as Chair, as well as his thorough knowledge of the Park District.
He noted that Fred Meyer and Dan Plaza are his other top candidates. He noted that while Dan is more of an unknown quantity as he has never met him, he does have a lot of past experience in parks and recreation, as well as budgeting. Fred has been involved in the Park District and significantly involved in the North Bethany area and his professional background is well versed in financial affairs.
Larry Pelatt expressed agreement with Joe’s comments regarding Spence Benfield and provided the following comments regarding the other two applicants mentioned by Joe:
He feels that Fred Meyer has a significant capacity in financial matters and has been very involved with the Park District for a long period of time in more than one aspect and has demonstrated a significant focus on the Park District.
He feels that Dan is a little newer to the Park District and he would be more inclined to invite him to apply to serve on the Parks Bond Citizen Oversight Committee and apply for the Budget Committee in the future when he has a little more experience with the Park District.
He recommends reappointing Spence Benfield and appointing Fred Meyer to the Budget Committee.
Bill Kanable expressed support for reappointing Spence Benfield and appointing Fred Meyer to the Budget Committee.
Bob Scott commented that he appreciates Larry’s comments regarding Fred and Dan; however, when he reviewed the applications, his opinion was that Fred might be a better fit for the Oversight Committee and Dan for the Budget Committee. However, he could agree with either decision.
Bob Scott moved the Board of Directors accept Spence Benfield and Fred Meyer as the two Budget Committee appointments. Bill Kanable seconded the motion. Roll call proceeded as follows:
Joe Blowers Yes
Bill Kanable Yes
Bob Scott Yes
Larry Pelatt Yes
The motion was UNANIMOUSLY APPROVED. B. FY 2008-09 Park District Goals & Objectives Doug Menke, General Manager, noted that within the Board of Directors information packet is a detailed overview of the accomplishments completed to date toward meeting the Action Steps assigned by the Board of Directors to the Park District FY 2008-09 Goals and Objectives. Doug noted that given that this information is reviewed in detail at the February Budget Committee meeting, staff would be happy to provide an overview of any areas of interest or offer to answer any questions the Board of Directors may have.
Joe Blowers commented that staff did a great job providing the update, noting that it is interesting to see the progression of certain goals move forward through his years on the Board, such as the topic of sustainability.
Doug commented that there will be a comprehensive Sustainability Program update provided at the February Board of Directors meeting. In addition, the Trails Advisory Committee has requested to comment on the Comprehensive Annual Scorecard included within the packet as it pertains to trails.
Joe asked if something similar to the Comprehensive Annual Scorecard could be prepared to track the bond measure projects.
Doug confirmed this, noting that it will be addressed through the Oversight Committee.
Larry agreed, noting that there has been discussion in the past about how to quantify the Park District’s progress in order to be able to prove that headway is being made.
Joe recalled a previous total natural area acreage for the Park District as being around 980 acres, but information under Goal 4 lists that acreage as 1,100 acres. He asked about the discrepancy.
Keith replied that one of the reconciling factors for Park District natural areas is that when sites are tallied by category, such as the sites that are listed as strictly natural areas, the total is smaller than by adding the total natural area acreage of the Park District since several sites classified as neighborhood sites also have natural area acreage within the site. He noted that Park District staff is currently working with GIS tools to attempt to refine the ability to track such acreage.
C. General Manager’s Report Doug Menke, General Manager, provided a detailed overview of the General Manager’s Report included within the Board of Directors information packet, which included the following topics:
All Staff Meetings
Staff Development Initiatives
Park District Website and Activities Guide
Regional Planning Update
Urbanization Update
Urban Renewal
Cynthia Payne
It was the consensus of the Board to pursue naming the playground equipment at Camp Rivendale after Cynthia Payne.
Legislative Visit
Doug offered to answer any questions the Board of Directors may have regarding the General Manager’s Report.
Larry Pelatt confirmed that he would be available for the January 8 legislative visit and asked that a reminder email be sent to the Board.
Larry asked whether there would be more information available regarding the Urban Renewal topic within the next few months.
Doug confirmed this, noting that he would schedule Jim McElhinny, Director of Park & Recreational Services, for a legislative update at the January Board of Directors meeting.
Agenda Item #9 – New Business
A. Determination of Election Results for District Bond Measure Doug Menke, General Manager, thanked the Board of Directors for their involvement in the bond measure process, noting that he believes that the Board’s involvement did make a difference in the outcome of the vote.
President, Larry Pelatt, thanked Bob Scott for acting as treasurer for the Vote Yes Committee.
Keith Hobson, Director of Business & Facilities, provided a brief overview of the memo included within the Board of Directors information packet, noting that the Washington County Elections Clerk has delivered an abstract of the votes for the recent $100 million bond measure and that no later than 30 days after receiving the abstract, the District Elections Authority (the Board of Directors) must make a formal determination as to the results of the election. The Park District received the abstract of the votes on November 26, 2008, and the final election results are: 47,412 in favor and 45,603 opposed. The action requested of the Board of Directors this evening is that pursuant to ORS 255.295, the Board review the abstract of votes related to Measure 34-156 and move that the Board determines that a majority of the voters of the District voting on Measure 34-156 approved of the issuance of the general obligation bonded indebtedness.
Joe Blowers moved the Board of Directors, pursuant to ORS 255.295, has reviewed the abstract of votes related to Measure 34-156 prepared by the County Clerk and hereby move that the Board determines that a majority of the voters of the District voting on Measure 34-156 approved of the issuance of the general obligation bonded indebtedness. Bob Scott seconded the motion. Roll call proceeded as follows:
Bill Kanable Yes
Bob Scott Yes
Joe Blowers Yes
Larry Pelatt Yes
The motion was UNANIMOUSLY APPROVED.
Doug Menke, General Manager, noted that the signed abstract of votes would be hand delivered to the Washington County Elections Office the next day.
B. 2008 Bond Measure Outline Doug Menke, General Manager, introduced the following Park District staff to provide an overview of the memo included within the Board of Directors information packet:
Keith Hobson, Director of Business & Facilities, provided a detailed overview regarding bond issuance logistics.
Hal Bergsma, Director of Planning, provided a detailed overview regarding the schedule of bond projects.
Bob Wayt, Director of Communications & Development, provided a detailed overview of the communications planning for the bond measure.
Doug noted that another update on these topics would be provided to the Board of Directors at their January Regular Board meeting and offered to answer any questions the Board may have.
Larry Pelatt asked how much it would cost to update the Park District’s credit rating for the purpose of bond issuance.
Keith replied that while he does not have the exact amount, he does not believe it would be significant in terms of dollars or staff time.
Bob Scott asked whether the Park District would pay for the bond issuance expenses through operation funds or through the bond funds themselves.
Keith replied that a portion of the bond proceeds were set aside for bond issuance costs. A majority of the bond issuance costs are based on a percentage of the bond; redundant costs in splitting the issuance would be a small percentage overall.
Larry asked what would happen if the Park District was unable to expend the bond funds within the required three years from the date of issuance.
Keith replied that the requirement is only to have a reasonable expectation that the Park District would be able to expend at least 85% of the funds, which would be displayed through the project schedule.
Doug noted that project timelines will become more precise and land acquisition will be estimated as best as possible. Theoretically, both of the bond sales will have some blend of land acquisition and project based funds. Another point to remember is that there are two significant land acquisition purchases identified within the bond measure.
Larry asked if any consideration had been given to splitting the issuance into thirds rather than into two.
Keith replied that if the project timeline dictated that, it would be something that could be considered; however, currently the timeline is dictating that two sales should be adequate and there is no reason to split it into thirds unless more time is needed in order to complete the projects.
Larry commented that land acquisition may be a variable.
Keith noted that the first determination made would be the amount for the first three-year issuance. Then, toward the end of the first three years, it will be reevaluated whether one or two more issues would be needed.
Doug agreed, noting that the Park District would have a better idea at that time as to the progress in terms of land acquisition, and that land purchase agreements could be structured around phased payments as well.
Larry asked whether bond funds could be used for staff working specifically on bond projects.
Doug replied that the initial project schedule will enable the Park District to view the best utility for staff, which will all be part of the package while at the same time respecting the obligation to stay on budget within categories. There is a significant amount of work ahead and in the meantime there is a need to openly acknowledge that new projects impacting the Planning Division will not be created on top of the bond projects.
Bob asked whether there is a way to stipulate specific terms of employment for newly hired staff related to the bond measure.
Hal replied that such staff will be interim positions, not permanent positions, and will be structured in a way that they will be subject to re-appropriation annually. This will be clarified to the applicants.
Doug noted that the number of bond-specific staff will decrease gradually over the course of the projects as projects are closed out, ultimately shrinking staff numbers down to the same as or near to the present staffing level.
Joe Blowers commented that the follow up communications aspect of the bond measure will be critical, especially considering how close the vote was.
Bill Kanable expressed agreement and described the need to acknowledge the closeness of the vote to the public, as well as to express the benefits of the bond measure to those who did not vote for it.
Larry agreed, noting that he believes it will be critical to keep the public informed as to the progress of the bond measure, as well as to remind the public that they have an ongoing hand in the process and that we invite them to communicate with us.
Joe noted that he believes that the closeness of the vote had more to do with the economy than anything else. He is compelled that even in the worst possible financial time, the Park District still had a majority vote yes on the bond measure.
Doug noted that Park District staff will return to the Board with another update at the January Regular Board meeting and that the intent is, depending on the consultant’s work, to send the Board the scheduling information via email to allow for additional time to review as it is a significant document.
C. Resolution Establishing the Parks Bond Citizen Oversight Committee Keith Hobson, Director of Business & Facilities, provided a brief overview of the memo included within the Board of Directors information packet, noting that the Park District’s bond measure included a provision for the establishment of a citizens oversight committee and a requirement for a yearly independent financial audit. The action requested of the Board of Directors this evening is approval of the resolution establishing the Parks Bond Citizen Oversight Committee, which also specifies the structure and charge of the Committee. Keith offered to answer any questions the Board of Directors may have.
Bob Scott asked why the proposed terms for Committee members are two years rather than coinciding with the three-year project timeline for each bond issuance.
Keith replied that two years was not as onerous as a three-year term and that there is an option to renew for two additional two-year terms, which would provide some continuity for those who wished to serve on the Committee for longer.
Larry Pelatt commented that two-year terms are common, such as for the Park District’s advisory committee members, and provides sufficient time for members to become knowledgeable in terms of the committee charge.
Bob Scott moved the Board of Directors approve the resolution to establish the THPRD Parks Bond Citizen Oversight Committee. Joe Blowers seconded the motion. Roll call proceeded as follows:
Bill Kanable Yes
Joe Blowers Yes
Bob Scott Yes
Larry Pelatt Yes
The motion was UNANIMOUSLY APPROVED.D. Advisory Committee Structure Doug Menke, General Manager, noted that the initiative to review the Park District’s current advisory committee structure is noted within the Comprehensive Plan and 2008-09 Park District Goals & Objectives. The review will include exploring the committees’ current structure and considering whether or not to view it from a more functional approach for the future. Doug introduced Lisa Novak, Superintendent of Programs & Special Activities, to provide additional information.
Lisa provided a detailed overview of the memo included within the Board of Directors information packet, noting that the staff recommendation is that the Board of Directors authorize the General Manager to create a task force to review the current structure of the Park District’s advisory committees and provide recommendations to the Board on their future purpose and functionality. The task force would commence meeting in January 2009 and would provide recommendations for consideration by the Board in March or April 2009. Lisa offered to answer any questions the Board of Directors may have.
President, Larry Pelatt, asked if the review would include strongly encouraging the advisory committees to become more involved with the Board of Directors.
Lisa confirmed this, noting that another area of discussion would be whether the current advisory committee structure is correct for all of the groups or whether a friends group might be more appropriate, which would not be an arm of the Board. An additional topic would be whether there are areas or groups that may be underrepresented by the current advisory committee structure.
Joe Blowers questioned how having a member from each advisory committee serve on the task force would institute real change. In addition, how would underrepresented or new groups have a voice on the task force?
Doug replied that shortly after being hired as General Manager, he met and spoke with each advisory committee on this topic and not one committee disagreed. In fact, each committee was open to the opportunity for review and some expressed concern that their structure was not functioning as well as it could. Populating existing committees is not easy and there is an opportunity to refocus attention as well as determine how to involve users interested in other areas, such as natural resources, parks in general, youth and senior populations. Doug stated that Lisa has enough practical experience involved in the field that she will be able to bring to the table a different way of looking at the formal process currently in place and the hope is that the committees will be as receptive now as they were at that time. He does not believe that the ultimate recommendation will result in the termination of the committees, but perhaps that they will be formed under a different structure.
Jim McElhinny, Director of Park & Recreational Services, noted that this has been a topic of discussion in various advisory committee meetings since Doug met with them and that they are looking forward to the discussion.
Lisa noted that many of the advisory committees were initially formed when the property was first acquired, such as Cedar Hills and Garden Home Recreation Centers, with the purpose of establishing programs for those facilities. Some of those committees have been wondering what their purpose is now and have pondered whether they should be looking at broader areas of the Park District rather than just a single facility.
Larry recalled a past experience of members from different advisory committees working together and commented that it took little time for the members to get past the focus on their immediate areas.
Joe agreed, noting that he did not mean to disparage the advisory committees and appreciates what they do, but felt like the question had to be asked.
Doug noted that he will encourage Lisa to use the Board’s input this evening as part of the discussion at their first meeting in that this is a healthy discussion to have and that the discussion should not focus on specific facilities or program areas.
Bill Kanable expressed agreement with Joe’s comments and noted that an evaluation is necessary in order to continue to improve in this area.
Bill Kanable moved the Board of Directors authorize the General Manager to create a task force to review the current structure of the Park District’s advisory committees and provide recommendations to the Board on their future purpose and functionality. There was no second to the motion. Roll call proceeded as follows:
Bob Scott Yes
Joe Blowers Yes
Bill Kanable Yes
Larry Pelatt Yes
The motion was UNANIMOUSLY APPROVED.Agenda Item #1 – Executive Session (A) Land (taken out of order) President, Larry Pelatt, reconvened Executive Session for the following purpose:
To conduct deliberations with persons designated by the governing body to negotiate real property transactions.
The Executive Session is held pursuant to ORS 192.660(2), which allows the Board to meet in Executive Session to discuss the aforementioned land issue.
Agenda Item #10 - Adjourn There being no further business, the meeting was adjourned at 8:35 p.m.
Larry Pelatt, President Bob Scott, Secretary
Recording Secretary,
Jessica Collins
HMT Recreation Complex, Dryland Training Center - 7pm
15707 SW Walker Road
Beaverton, OR 97006
6:30 PM
7:00 PM
7:05 PM
7:10 PM
7:25 PM
7:30 PM
7:35 PM
7:40 PM
8:00 PM
9:15 PM
Executive Session*
Land
Legal
Call Regular Meeting to Order
Action Resulting from Executive Session
Presentations
Accept: Audit Report on Park District Financial Statements for Fiscal Year 2007-08
Audience Time**
Board Time
Consent Agenda***
Approve: Minutes of November 3, 2008 Regular Meeting
Approve: Monthly Bills
Approve: Monthly Financial Statement
Appoint: Conestoga Recreation & Aquatic Center Advisory Committee Member
Approve: Clean Water Services Easement Request at Rock Creek
Approve: Resolution to Increase System Development Charges
Approve: Intergovernmental Agreement with Washington County to Receive County Park SDC Funds for the Purchase of Land
Approve: Recreational Trails Program Grant Application - Fanno Creek Trail Bridge Replacement
Unfinished Business
Appoint: Budget Committee Members
Status: FY 2008-09 Park District Goals & Objectives
Information: General Manager’s Report
New Business
Approve: Determination of Election Results for District Bond Measure
Update: 2008 Bond Measure Outline
Approve: Resolution Establishing the Parks Bond Citizen Oversight Committee
Review: Advisory Committee Structure
Adjourn
*Executive Session: Executive Sessions are permitted under the authority of ORS 192.660. Copies of the statute are available at the offices of Tualatin Hills Park and Recreation District. ** Audience Time: If you wish to be heard on an item not on the agenda you may be heard under Audience Time with a 3-minute time limit. If you wish to speak on an agenda item, please wait until it is before the Board. Note: Agenda items may not be considered in the order listed. ***Consent Agenda: Consent Agenda items will be approved without discussion unless there is a request to discuss a particular consent agenda item. The issue separately discussed will be voted on separately. In compliance with the American with Disabilities Act (ADA), this material, in an alternate format, or special accommodations for the meeting, will be made available by calling 503-645-6433 at least two business days prior to the meeting.