his is I believe on the day that the IEP took their information, I think they were totally correct in their interpretation. I think that the way that they were looking at it, I don't even question it that, you know, there should have been, he should have been listed on the document. There's Chris Carney. There's no question. I think that Commissioner O'Brien, by the way, I just have to address this. I have to, Attorney Murinfield, I did a lot of research back a few months ago on what the commission has authority to do and not do because we were actually having a debate amongst the commissioners on authority. And what I learned was the SJC gives a lot of authority to interpreting statutes and regulations to this body, right, when it comes to those under us. And so I just want to be clear. I hear what you're saying. It is a factor that I am weighing. I believe that all of us are, but at the end of the day, the buck stops with the commission until, up and until a court says differently on any particular decision that we make. And I think most bodies like ours and the Commonwealth have been extremely successful in front of courts, including the SJC and interpreting their statutes and their creatures. That said, I am swayed by the argument that there's a willingness amongst MGA and Chris Carney to sever this relationship and do so in a way that is acceptable to the gaming commission. And I think the question then comes is, is it good enough? What you're offering up, is it good enough for us? I think there's still some to be left desired. I don't know how much has come into the public and the private section, so I'm gonna say this very carefully. I think it's interesting the trustee situation and who are the trustees of the Chris Carney trust. And that's something that I'm interested in, but if you're telling us that you're gonna make every effort, going forward, not the past, going forward to separate, I would hold as Director Grossman said, the applicant to extremely high standard on what they're allowing, who they're allowing to go and represent them. I, the conditions are probably not, probably not exactly what you would want, Attorney Nozzle, but I can foresee myself agreeing to some heavy conditions, but I would think that this factor is met today, as it sits today after two meetings of the conversation. I wanna be clear, that's not where we were when Director Williams' team was looking at it before. And I think it's a lot. I want to commend the IEB because I believe that the IEB finding some of this information drove us through this outcome. And I think that that's a good thing, not a bad thing. We just want to make sure that every operator that's operating in the Commonwealth is doing so looking highest integrity. I hear both attorneys today telling me that that's their goal too, for the applicant. And that's where I'm sitting right now, and that's where I'm at. Commissioner Maynard, I appreciate your comments. And I just, I know you said sort of jumped ahead back to Attorney Monaghan, if we have to look at number four as mandatory. Yes, I think if the commission determines that the, I mean, if you sort of agreed with the, I'll read it again. In the judgment of the division of licensing after consultation with the Bureau, any person with significant insubstantial responsibility for the applicant's business under the jurisdiction of the commission are having the power to exercise significant influence over decisions concerning the applicant's operations in the Commonwealth. So if you believe that to be true as of today, I think that would be, I don't think, I know that that would be mandatory that Mr. Carney be considered a qualifier. I will go back. I think as of a week ago, two weeks ago, maybe, right? As of today, I don't think that's so. Okay. Thank you. Thanks for that clarifier. And then Commissioner Hill. I won't belabor this point anymore, Madam Chair. If you're going to ask directly about question four, I'm in the same camp as a commissioner Maynard. When we first heard the discussion a few days ago and a couple of weeks ago, I would have said, absolutely. He would have been a qualifier, but after the last couple of meetings that we've had, I have to hearing from the MGA, after hearing from Mr. Carney himself, I would have to say at this point that I feel that he would not qualify, but make very clear that if we're gonna release him as an individual qualifier, I too, I'm going to recommend some serious conditions upon that withdrawal. But if you're asking us for an answer to the question, as of today and as of now, I would say that he would not qualify. And before, okay, so that's really helpful. And as I said, I think that's where I've been and I was struggling with it. I hear Commissioner O'Brien feeling differently. Commissioner Maynard, you've clarified, Commissioner Skinner, I think I heard you in agreement with Commissioner O'Brien, I don't want to put words in your mouth. Not entirely. I think commissioners Hill and Maynard and I are, we've reached the same destination, but have taken two paths. I don't, I'm not ready to say just yet again, based on the perception, general perception and Chris Carney's role as a family member on behalf of the corporation that he does not hold significant influence over the corporation. So I'm not willing to disturb IEB's determination that he is a mandatory qualifier, Chris Carney. But I am interested in exercising any discretion the commission has in revising for making some adjustments to that determination or waiving the requirement that he be a mandatory qualifier. So, Commissioner Skinner, thank you for that. And that actually raises a question for me. Councillor Grossman or Councillor Monaghan, I guess I was thinking the discretion would go the other way. Is this, is there flexibility around for OO 2, 1, 8, 4? I don't think there's flexibility there. That is sort of a mandatory factor. Where there is more discretion is in 205CMR 215.022, that separate. So I think the commission would have to decide, you know, whether it believes that this factor applies or not, and then it can go on. If not, it can go on and address the discretionary factor. And then at that point, you're done with the qualification factors. So, okay. So at this juncture, if there were a majority of us who found that for subsection four, my apologies, was met still. And again, I think I joined Commissioner Maynard in articulating that it's not a question of IEB's decision-making based on its initial thinking. I just, if it's now shifted to us, I still just don't have the information that would allow me to say that either clause is met. But I would add that I do know this is a preliminary suitability stage. And I mentioned that earlier. And IEB has capacity to uncover things that we can't anticipate. But at this juncture, I feel that I joined Commissioner Hill and Commissioner Maynard saying it hasn't. But I don't believe it's mandated that Mr. Kearney be qualified. And what I'm hearing is that can't be waived. So it would have to be a majority of us finding that he is disqualified, right? Otherwise, we would move on to the next. I think that's right. That makes sense, Commissioner Skinner. It does. And in that case, I do find that Mr. Kearney, based on my own assessment of all of the information IEB put forward, I'm not willing to disturb their determination. And so I do think that Chris Kearney is a mandatory qualifier. Okay. So I'm thinking do we need to vote on this particular at this juncture on this? I don't think you need a formal vote. I think it's enough to say that, correct me if I'm wrong, there are three commissioners who don't think he's a mandatory qualifier under this factor and there are two that do. Therefore, we move on to the final discretionary factor. More discretionary. Okay, commissioners, are you all satisfied with that? Or do you want to form a vote? This meeting is being recorded. All set? I think it's clear where we all stand. I just to reiterate, I do think he's a mandatory qualifier. But I think for three, two on a consensus, now we move on to the next part of the analysis on the discretionary. Which is more discretionary. Okay, and thank you. So the last factor to consider is under 205CMR 215.02 subsection two. And that is the commission may in its sole discretion require other persons that have a business association of any kind to the applicant to undergo a qualifier review and determination process. These persons may include but are not limited to holding intermediary or subsidiary companies of the requester. And again, the term business association is not a defined term in either the statute or the regulation. So with that, you can discuss whether you believe this would apply or you would want to apply it here. This doesn't raise the term close associate, but you mentioned that. That is in the suitability section. So that would be addressed if we move on. Okay, thank you. Because I know that has a particular definition. Okay. So business associate does not. You know what I was wondering though, Kelsey Grossman, if you could refer us to the page in the wind decision where that got brought up. I couldn't find it in the PDF. Sure, it's page six of the wind decision. I can show it to you if that be helpful. It's one paragraph. Yes, please. It'd be helpful to me. Okay. You'll have to pardon my highlighting. Grant, and I think it's important to remember this was determined under chapter 23K. It's very similar though. There also was not a definition for the term there. So I think the principles are aligned which is why I've raised this and I'm showing it to you now. It's funny. It's not on my page six. Interesting. Of the decision. You got a bigger hold on it. Thanks. It is online, Madam Chair. It is. It's funny. I pulled up the decision from, right now I'm seeing on the Secretary of State change of supplemental information, just I don't know what you're seeing. Oh, the shared, your shared screen is showing that. It is. I don't know if I'm unique in that or if it'd be weird. Oh, you did have it up and then it just shifted. Is it not on anymore? All right, let me try it again. Sorry. I must be looking at a different version Commissioner Hill of the decision. So if as long as he makes a bigger print, I can read the screen. How about that? Great, that's it now. Madam Chair, Commissioners, you're still it looks like everyone is done reading it. Should I take it down? Are you all set? Caitlin, do you wanna walk us through the regulation? Sure. So again, it's that the Commission may, in its sole discretion, require other persons that have a business association of any kind with the applicant to undergo a qualifier review and determination process. So basically the decision for the commission is if you believe that Mr. Kearney has a business association of any kind with the applicant, whether in your discretion you would like him to be considered a qualifier. Commissioners? Michelle Browning. I don't think it's gonna surprise anyone that since I thought he was mandatory to the extent that he's not deemed mandatory, I absolutely would think he is, should be designated under sub two for all the reasons that I said before, which I'm not gonna belabor the time you spent and repeat it. And that's despite the withdrawal request. Correct. Correct. Because to me, and I said this before on say it again, he's integrally intertwined. He has been an unless and until that is clarified for me in terms of their business practices, which are critical to suitability unless that's got more clarity to it. I cannot say that having him as a qualifier would do anything other than advance the interests of the Game Commission in terms of ensuring the integrity of the process and the licensees. Madam Chair. Yes, Commissioner Mayer. I believe Director Lillios told me earlier when we were on a different factor that you have something to say under this piece. I was interested in hearing it before I move on to the next one. Thank you. Thank you, Commissioner. Just my suggestion on evaluating this discretionary piece is to go back and look at some of the financial entanglements and whether financial entanglements rising to the level of a business interest can continue to exist. We talked about them in some detail in the closed session. So I wanna be cautious about what's said in open session. But that would include the ownership interest that the Chris Carney subchapter as trust continues to have including interests that may potentially lead to something involving a land sale and whether that is an entanglement of note to you, the extent of any interest in construction contracts that have existed in the past or may continue to exist. And to the extent you deem relevant any residual interests there was some mention by the applicant about estate planning stuff which may not be a business interest but given the overall family nature of the business you may want to consider those. Commissioners, we did discuss financial arrangements and under our assembly reporting to us. We did hear from Chief Chang. Do you have other questions on that? The might of Director Neliosus's comments. Is it, Madam Chair, is it public and I'm looking at the applicant. This is, oh, sorry, they're in public session. I understand that. I almost said another Southern saying that wasn't as nice. But the, is it public who the trustees of the Christopher Garny Trust is? Or is that just- Yes, we've stated those, I think, in the public record. I think that's also public documents, right? That's what I was getting at. I'm just gonna say that I believe that we've discussed the two trustees. We've identified them, I think, in the public record already. So they are here today, yes. And the reason I'm asking Attorney Nozzle is because I've got this, it's in my head. And so I'm just gonna get it out there. You've got a trustee for the trust who is an officer of MGA. Is that correct? That is correct, commissioner.  I don't have it in my head yet. I see that as a potential entangle that MGA would have an officer who also is a part of the trust, the Christopher Garny Trust. I see that as a potential entangle. I can answer that question, commissioner, by saying there are two trustees. One of them is not employed by MGA. It's not an officer of MGA, Mr. Daniel O'Brien. He's an independent CPA. And it requires both trustees to act when it comes to activities of those trustees. So one cannot, trustee cannot do something on their own, requires both. Thank you for turning right to you. I just wanna put it on the right grade. Part of what you want us to do and to believe is that this relationship, from a business perspective, no one's asking for the familial relationship that keeps coming up to be disentangled. That's impossible. But from the business aspect to be disentangled. And so when you, to me, I'm not judging anybody's decision-making. But if it were me, I would have trustees that had no relationship with MGA, no relationship with the business. But that's me, right? And so I'm sitting here trying to figure out how I'm supposed to think about this and weigh this. When again, I'm taking the leap of faith that you're asking us to take, that this is going to be disentangled. And that this is not going to be an issue. So I'm just trying to take the leap with you. And this, to me, is a sticking point in my thinking. Well, Joe Cappucci is one of the trustees and he's a director of MGA as well. So he's already going through the qualification process. And you'll be examining his suitability on your own. Daniel O'Brien, of course, is an independent CPA. He's not an officer of the company. So his decision process, of course, is completely independent of whatever MGA is doing. And both of those trustees, the Chris County Trust now, they have no legal connection to MGA any longer. They've divested themselves at the stock. So that's the way we were thinking through this. The fact that Joe Cappucci is a director and an out and still a qualifier, I mean, that's a fact. But as trustee of the trust, they have no connection. They can't do anything vis-a-vis MGA or MGA's business. That's been completely severed. They're no longer shareholders. That was our thinking to give you that comfort. So just to pick an example, MGA wants to increase the number of directors it has. That's a shareholder vote under chapter 156 D. The trustees of the Chris County Trust, not being shareholders, they can't even attend the meeting. They have no vote. They have no rights. They're not there. I says, if I bought shares of IBM on one day as a shareholder, and I could exercise shareholder rights and then I sell the shares, I'm out. I can't vote or do anything with respect to the shares I used to own. So I'm hoping that that was our thinking anyway, to break that connection by selling the shares. I might be the only one with this hang up. No, I mean, my hang up goes obviously beyond that, which is just evidence is once again, sort of how they're intertwined. I don't see any succession plan in terms of replacing him as COO. I don't know what the succession plan is if this passes to who is apparently the heir apparent. And so to me, I share not only that concern, but even deeper concerns that I feel like him being designated under the discretionary capacity serve the interest of the statute and this commission. Mr. Maynard, it's that helpful. Then I'll turn back to Caitlin because I know the context of your question or inquiry was with respect to 25022. I think I've got that right. And the issue around business associate. All right, I'm just gonna say it again. You have a person that works for the business as a trustee of the trust. That is an association in my head. Attorney Nosell here, if you could help out here. We understand where Commissioner Maynard is coming from. I think certainly as a condition, I can't speak for the trust that Attorney Muradzio has to, but from the MGA perspective of not having one of its officers also serve in that trustee capacity, we would be open to that change if that was something that would alleviate Commissioner Maynard's concerns. I can't speak on behalf of the trust or what the mechanics of that would be and how it would have to be done. There's separate outside trust that the state's counsel to this. And again, I don't represent the trust, but certainly from the MGA perspective, we very much would be interested in that certainly as an option if it was something certainly that would alleviate your concern, Commissioner Maynard. Well, I would echo that. I'm sure that the trustee if Mr. Capucci is someone that the commission is not comfortable with because of the connection with MGA. So Capucci can resign and then a new trustee can be appointed that has no employment position with MGA. I did want to note that initially in the initial scoping, Mr. O'Brien was not designated as a qualifier for his trustee status. But as our documents repeatedly state, we do continue to reserve the right, or not the right, but we continually have the practice of updating our scoping. And we have been thinking ahead already to the trustees and pulling in Mr. O'Brien and any other trustees. This doesn't go Commissioner Maynard to exactly your concern, but it's my expectation that trustees in this particular trust would be pulled into the scoping process and be designated as qualifiers. So I just want to point out, we have two requests in front of the commission to de-designate Christopher Carney and to de-designate the trust because the trust no longer owns the 40% chopped stock of MGA. That was the whole purpose behind the request to withdraw is to, Mr. Muritzio was saying, was to remove its financial interest as a stockholder in MGA, which is we have done. Commissioner Maynard, if there's a separate issue regarding, I guess, some concern regarding the overlap between an MGA officer and the trustee of the Christopher Carney sub-chapter S Trust, we are prepared to try to address that. By essentially making a change now in the trust, which would no longer be a qualifier. And I understood that and I kind of just stood when the chair was talking about, it's not a hang up for her, but I just, to me, a severed relationship, to me, one human being, being a link in the relationship is problematic. And so that's all I'm saying. And even after this situation goes because I just, I think, again, it's a leap of faith, right? I mean, the whole, your whole request is at the end of the day, a leap of faith. You're sitting in the room together, right? That would not be typical of someone who wants to be removed from something, sitting in the room with the licensee. So I'm trying to join you on this, but I'm trying to do it in a way that makes sense going forward. Commissioner Maynard, let me, sorry. Let me just jump in. Joe Cappucci has waved his hands a couple of times, saying he'd be very happy to resign as trustee. Yes. So if we would very easily do that, put in a new trustee that has no position with MGA at all. Easily done. Thank you. Yes, we would, and MGA stands by that as well, obviously on the end of, we would also not want Mr. Cappucci any longer to serve as the trustee of the trust and we'd be happy to incorporate that in, certainly maybe to the request or withdraw potentially of the trust or however the commission wants to incorporate that into this process. Commissioner Maynard, we would make that happen. We just need probably a limited amount of time in order to do that, identify a new trustee. Commissioner Maynard, a practical solution, right? Does that help you on 2502 on the business associate? Because you were the first to chime in on it. Yeah, that was my hang up and I'm appreciative of all of the understanding about. Okay. Commissioners. What I have been torn with Madam Chair throughout this process is the fact that I have to look at what's in front of me. And the discussion that we just had was great. But what's in front of me today is that that relationship is in place and what could be happening in the future doesn't help me when I'm asked right now, is there other qualifiers? And the fact of the matter is the relationship that Commissioner Maynard just brought up as of today as of what's in front of me to vote on or discuss tells me that there is a relationship, a business association under other qualifiers. Would I be happy with the change that's been proposed absolutely? And I think it should happen. But I'm being asked today to disqualify him as a qualifier under two when as of today, there is a relationship that exists with the trust and MGA. So I need somebody to help me work through that. Commissioner, sorry. Commissioner. I'm going to have to turn in also, yeah. Sorry, if I can start. Again, I think we're reacting to a concern that the commission is raising in connection with withdrawals from my perspective as a condition.  You're saying, and I think what Commissioner Maynard is saying is it should this change take place? And I don't want to put words in any commissioner's mouth. Then I think we're outside of the particular aspects of this regulation. And we were saying to you, Commissioner Hill, if that is something that is meaningful and needs to be done, we'll do it. If you would like Mr. Capucci to resign now, we can do that as well. But I think what we're saying is we can do this and we're just asking you to make this and add essentially a condition to something to address this particular concern going forward. It's not uncommon, certainly, for any of the commission's licensing decisions to say, okay, this is what you presented. We're not 100% comfortable with it, but we would be comfortable with it if it had A, B, C, and D. And I think you're very much in your authority in order to do that. And if one of those things is you would not like an MGA officer to serve on the Christopher L. Kearney sub-chapter S Trust, we will make that happen. Thank you for your comments. Thank you, Madam Chair. Just a reminder too that, and forgive me for picking Joe's last name, Capucci. Right? That he is, yes, and he is going under, he is a qualifier. So at least with respect to that particular subsection, he's a qualifier. I think you were probably asking more about the trust question, Commissioner Maynard. But I think there was a practical solution, but we could make it a condition. So Commissioner Hill, do you see any other issues under that particular subsection? I do not. Okay, Commissioner Skinner, Commissioner O'Brien. Can I just get clarity on the exact question we're being asked to respond to? We're looking at subsection 25022. And whether you see any concerns there, you can turn to Attorney Monahan for more explanation. Sure. That would be whether you believe that Mr. Carney has a business association of any kinds with the applicant. And if so, if you believe that, that means that he should be considered a qualifier. Okay, I thought so. I wanted to make sure I was keeping the discussion orderly in my head. I've already expressed my opinion that Mr. Carney is a mandatory qualifier, just given the perception that he does have undue influence over the operation of MGA. So I'm not interested, however, in sort of back-douring him in, under this provision of the regulation. So I'll end that there. I'm good on this provision here. And my thinking is, as I indicated earlier, I would like to give the applicant the benefit of the doubt. I think Commissioner Maynard's points raised relative to the trustee were good ones. I'm pleased that MGA readily resolved that question for Commissioner Maynard. So I think we are moving in the right direction. So I am not seeing a consensus to Dean Mr. Carney, a business associate. Katelyn, where does that- Sorry, Chair, would it be helpful? I'm not sure, and maybe you feel comfortable with the possible financial entanglements piece that you've resolved that. I don't know if it would be helpful to go into an intercession and push that out. I did mention that we had the opportunity to hear from Chief Chang and RSM on those issues. I think they were raised. You outlined them again. Commissioners, do you need, I think I thought I had asked, do you need more information on that? And I didn't hear a response of saying yes. Do we need to revisit? I, if you didn't hear a response from me, I'm sorry about that, but that's just one of the many questions that I have in terms of the other information that came out about the other co, the company that's sort of a co-presence in paramutual and racing. To me, that's just another example of what I think why this request is premature and why he's still a qualifier. If there's something to be said, and whether it's executive or public, I want it to be said. I don't want the record to have anything left unsaid. So if I'm hearing, I mean, Yeah, I think Chief Chang and Senior enforcement council hall could just flush out that area that was touched on in the first executive session, but just so you have a full picture, it may be helpful. I don't think it will take long. Mission. All right, Commissioner Hill, how do you feel, do you want to revisit? Financially, I'm all set, but if other commissioners have questions, I certainly would never not want them to get their questions answered. Mr. Skinner. Same, I'm interested in having, you know, some additional discussion if that would be helpful to my fellow commissioners. Okay, so in order to go into executive session, I do have to read into the record. Requirements under the open meeting all, and I know it's getting very late, so I'm cognizant of the fact that probably we need a break, but let's just get this attended to. The commission anticipates that it may meet an executive session in conjunction with its review of the application that corresponds with GL Chapter 30A, Section 21A7, and GL Chapter 23N, Section 6I, to consider information submitted by the applicant in the course of its application for an operator license that is a trade secret, competitively sensitive or proprietary, in which if disclosed publicly, we place the applicant at a competitive disadvantage, and or GL Chapter 4, Section 726C, the privacy exemption to consider information submitted in the application materials related to named individuals, the disclosure of which may constitute unwarranted invasion of personal privacy. Do I have a motion and I will just get a nod from Councillor Grossman. Are we all set on that motion? The motion sounds good. I think we should just be clear what we're going to talk about. Financial entanglements I got. I'm not really sure what else we're gonna be talking about or what the entanglements exactly are that we haven't already talked about. There were a couple of matters that were deemed appropriate for executive session the first time. We wanted to flush that out a little bit more to make sure that there's a full picture of some ownership interest, trust related ownership interest. I must caution about the word entanglement because I'm not sure if that sometimes could have a negative connotation. So I just want to be very careful and neutral, but there are financial relationships, financial transactions that you want to address. I think that Director Lilios did list them in her earlier comments. Have you alluded to them? I believe I did, Chair. I believe I talked about an interest in the Chotton dog track and an interest in holdings that could lead to interest in a significant land sale. So Councillor Grossman. I believe we have spoken of those things in executive session and if those are the two things we're going to talk about, then that would be appropriate. Okay, with that advice, do I have a motion? I'm sure I move that the commission go into executive session for the reasons delineated by the chair and for the matters for the clarified by Director Lilios. Second. Any further discussion? Thank you for the motion, commissioners. Commissioner O'Brien. Aye. Commissioner Hill. Aye. Commissioner Skinner. Aye. Commissioner Maynard. Aye. I vote yes. Five-zero and before we go into, we will return to public session, but we probably all need a break, right? It's been a long day and I think everybody for their patience, it's one-thirty. Do you want the lunch break now, commissioners? Yes, please. We return, can we do it two o'clock or two o'clock, five? My apologies to those who are on vacation. You are working hard today, so thank you. I will return, I will go right straight to the executive session. I'll have Dave and Mills will transport us to the breakout room and we'll convene around two, two o'five. Thank you very much. I think we can take down the slide. Okay. Okay. Commissioner Skinner's here and you may have their user video. There we go. So this is a reconvening of the Massachusetts Gaming Commission and we just had a lunch break and a short executive session and now we're returning to our public session. We're holding this meeting virtually, so we'll do a roll call. Commissioner O'Brien. Aye. Commissioner Hill. I'm here. Commissioner Skinner. I'm here. And Commissioner Maynard. I'm here. Okay. So we'll get back to where we left off and I'm gonna turn to Attorney Monaghan and Attorney Grossman to just put it back in perspective. I think we were looking last at 2502 and there was a question around some financial arrangements. Yes. So I think at this point, it's up to the commission whether it determines that Mr. Kearney is a qualifier under 215.022. And then once that decision is made, I can, we can talk about next steps. Okay. Before we went into executive session, I don't think I had a consensus or a majority on going in that direction, but I wanna be visited given we just had an executive session. Commissioners, just help me out. If you wanna let me know if you think that under this more discretionary cause, we wish to deem Mr. Chris Kearney a qualifier as a business associate. Commissioner O'Brien. It doesn't change my view that, yes, we should. It didn't change my view. No, we shouldn't. Okay. It didn't change my view either. Director Lillios mentioned the issues that we just discussed in executive session earlier today. And it's still my opinion that Chris Kearney is a mandatory qualifier under 215.021A4. And with respect to, given that we recognize that that didn't prevail, you haven't changed your mind. I think you said 0-2-2. I haven't changed my mind. I, again, I think he's a mandatory qualifier. And as I said earlier, I'm not interested in backdoring him in under 215.0212. Thanks, I just wanna make sure I was clear. Thank you. And then Commissioner Maynard. I think given what we've learned today and the applicant's willingness to work on that trust document, I would say not a qualifier as of right now. Okay. And I'm in the same position as I was, which is at this point, not a qualifier. So, and we then, next steps. Sure. So having determined that Mr. Kearney is not a mandatory or a discretionary qualifier, the commission will need to decide whether there is good cause for him to be removed as a qualifier. And that, again, is very discretionary. You can make that decision. Once that decision is made, if no, obviously we're done. If yes, you would want to consider whether there's any conditions that you'd like to place on the granting of withdrawal. And this is pursuant to 205-CMR-213 now? Correct. You know, if everybody wants to reference that, but that is the requests were made via both Mr. Nozzle and Mr. Maratzia. About 213, what section? If there's only 01, but there are four subsections and each one is meaningful, I think. Caitlin can walk us through it. Sure. So 213, basically the relevant sections here are 213.01 subsection two sets that good cause standard. And it doesn't really say anything else about good cause, just that a finding of good cause is necessary to allow the withdrawal at this procedural posture. And then 213.01 subsection three says that if the commission agrees to grant withdrawal under any of the circumstances in 205-CMR-213.01 subsection two, the commission may condition that withdrawal with appropriate terms it deems necessary, including but not limited to a period of time within which the applicant may not reapply. Commissioner. Madam Chair. So I had said this earlier that the request for withdrawal I can be supportive of, but I would be putting some conditions on that withdrawal. And just for discussion purposes, there are three that come to mind. And I would just need some help on how to word it and certainly write it. But the first is the ability to influence the operation. And that would include communication with staff at the new facility. That would also have to do with communications with family members who are involved in the new operation. Certainly I would say that could not be an officer or a director in the future in regards to this facility. And then certainly financial ties in regards to loans and trust issues as we've already talked about today. So those would be my three big concerns that I would have that would have to be part of any withdrawal that the commission would grant. So I always try and start the conversation and then hearing from my other colleagues is always beneficial, but that's where I'm starting at. Mr. Maynard. I would join Commissioner Hill on each of those. I appreciate him mentioning that. I also would condition it that this is request for withdrawal on him not holding him at himself out to being a decision maker or a contractor or a follower of this entity at all. So that's the first piece. And I would join Mr. Hill. I would probably put some strong language in the world. And also I kind of would like someone to monitor this and make sure that he is actually withdrawn. When I echo some of those conditions I've raised a couple earlier as well. I think in terms of monitoring I'm interested in that and exploring that. I also know that one of the hooks of course is to make it through MGA, right? That they understand that should they get licensed to operate and there's any non-compliance with respect to this withdrawal of Mr. Kearney, Chris Kearney all together there would be consequences to that. So I think that's also important that we frame it that way. I think you alluded to that earlier, Councilor Grossman. But I think I've heard that Mr. Chris Kearney is willing and wants to comply with these kinds of conditions. But I think your point Councilor Grossman is that we would have no control over Mr. Chris Kearney after the facts. So it would really have to go through MGA. Yeah, I think we'd have to write this out. But the condition I think you'd essentially want to put in place would be that no officers, directors or members of the staff of MGA shall have certain communications with Chris Kearney and that to the extent they can, they do that they be minimal and non substantive and certainly unrelated to the operations of the enterprise or the future of the enterprise. And what the commission did in the past when it considered a similar situation is that it directed their Council to notify the commission promptly if there are any such communications. And that's how we've monitored the other situation. And so it's not that Chris Kearney has to agree to that. It's that the applicant has to agree to that. Councilor Grossman, explain to me again, I'm sorry, why Chris Kearney would not have to agree to that. I mean, if he's out. But he is the petitioner. As a condition of withdrawal, should the commission approve that? This is what we've laid out or the beginnings of what we laid out need to be met in exchange. So help me understand how there's no responsibility or accountability on the part of Chris Kearney there. Well, I guess the point is, is that conceptually what you're saying is that he's out, he's gone. He's no longer affiliated with this company. With certain conditions. Yeah, with certain conditions. But the condition. And so therefore if he doesn't meet those conditions, how is it not within this commission's authority to address that? You can address it and you should address it, but there's nothing you can do to him. Why couldn't you make it conditional that the withdrawal is then null and void and he's back in as a qualifier? That's right. But that's really a condition on the company, I would say that their qualifiers would have to be adjusted. It's not really a condition on Chris Kearney. I don't, I'm not sure I see it that way. I mean- Yeah, it would vacate the order and then he's back in a status of having to request again. That's right. I would further another, obviously I'm opposed to not having a VG of qualifier, but I would further require that he fully cooperate with any efforts by IEB to talk about his historical involvement with MGA as part of the suitability review. Well, again, you can impose whatever conditions you want on Chris Kearney. The question becomes what happens if he doesn't comply with them. There's not much you can do to him. All you can do is take action against the company. Well, but his status could be reinstated and that might put the company in a different posture too, but that would put him back within the purview of this commission. Yeah, I think we're saying the same thing, but going about it in a slightly different way. So I think ultimately Chris Kearney and the applicant are agreeable to that understanding we can certainly craft a condition that accomplishes that. Yeah, Councilor Grossman, I hear what you're saying except I do want to have Chris Kearney be bound by these conditions as well and not just leave it to MGA to agree to them. I think Chris Kearney affirmatively and as part of any written decision that is issued by this commission, that needs to be clear. I agree, I think we can make it very clear. I think ultimately the exposure is that if he disregards this and talks to employees anyway and talks to his father and talks to the directors and officers, then the whole license if it's issued is placed in jeopardy. Understood. And I might add that I agree with that. I don't know if it means automatically he becomes a qualifier, that would be, I think it would be, and I'm just trying to be fair here. If he's out, if that whatever facts involved, whatever violation it is, then we'd be back at determining whether he's a qualifier now. But it would put him back in that posture. Not EB would make that determination, right? Well, it says if, and this is looking at the reg, it says under three, if the commission agrees to grant withdrawal in any circumstances, the commission may condition that withdrawal with the appropriate terms that deems necessary. I interpret that to mean the order is conditional, meaning if any of those conditions are violated, the order goes back to its issuance.   And I share that interpretation. How the matter, it should have come to our eyes, gets to the commission to hear is up for discussion, but I do think it's this commission's jurisdiction to review that matter. Attorney Nozel, are you interpreting 213.01 subsection three? I know you raised that withdrawals could be subject to conditions as well. We would agree withdrawals can be subject to conditions. I think the point at the end of the day is that the responsibility of the jeopardy is gonna lie with MGA that's licensed. How you get there, if you wanna take this step of deeming him a qualifier and we have to go through this process again, as opposed to MGA has violated the condition of its preliminary suitability and deal with it that way, we're open to how the commission wants to proceed on that. And if I may say so, as counsel to Christopher County, whatever commissioner Skinner would like to see along these lines, they'll be more than happy to agree to it. Has no intention of breaking the promises that he's made to the commission over these past couple of sessions. He was never involved in the past. He will all be involved in the future. Whatever the commission wishes to have him signed or agreed to, so long as it follows what we've been talking about, you'll be more than happy to do so. Well, I would certainly hope that what I'm looking for is also agreed to by Chris Caring. I'm sorry? I noticed my name was noticeably absent from your representation. So I'm curious as to condition number five that I just put forward in terms of being fully cooperative with IEB. Oh, yes, of course. I was paying attention to commissioner Skinner who I think I heard last, but it goes with the entire commission, whatever in yourself as well, commissioner O'Brien, whatever the commission pleases to feel comfortable that Chris County is not gonna be involved in MGA's operations, he will agree to. And he will certainly cooperate with the commission on any questions you may have as you go through this process. More point of the IEB and the commission. Yes, of course. And I know the commission has spoken already about the monitoring of any conditions that you might adopt. It would be helpful to the IEB. And typically, we're in a self-disclosure arena and we monitor through disclosures and also through monitoring, you know, compliance committee minutes, audit committee minutes and that type of thing that may not be fully operational yet. So to the extent that the IEB is very clear about its obligations on this monitoring piece that would be helpful to our team. Director Olio, so I'm glad you weighed in on that particular piece. I had another question generally and that is whether the IEB sees any additional conditions helpful if the commission is inclined to grant the request to withdraw. I'd like to just bring this back to, I'd like to hear from all the commissioners and see what each commissioner, if we could just have an accounting of the conditions that have been raised so far, that would be really helpful. Do we have those notes? I do, they're a little rough. So we'll have to get the wording exactly right. But the first was a condition regarding the ability to influence the operation, including communication with staff at the new facility and communications with family members involved in the new operation. The second is that Mr. Kearney could not be an officer or director in the future. The third would relate to financial ties, I think closing some loose ends regarding loans and trust issues that have been discussed here today which I believe would include having a independent trustee assigned in lieu of the trustee who's currently a director of the company. And the next condition would condition Mr. Kearney not holding himself out to be decision maker or controller of the entity at all. The next would be some kind of monitoring of the conditions and I'm not sure exactly where we landed on that. I think Councillor Grossman suggested that in the past we've had the council from the entity. Councillor Grossman. If the commissioners agree, absolutely we can. I mean, that was just what you had, I just was reminding us for the record that that was one suggestion. Okay. I'm just gonna make a note here as we go, sorry. The only other thing I would add for clarity on that would be that there'd be an obligation on the part of the decision makers at MGA to report that to council because the situation we had with Steve Wayne was a little different where we were telling the licensee you had an obligation to call us if person X had reached out to you. This may happen that he represents himself outside direct communication with employees. So if they come to learn of that information I think it should be clear that the responsibility is on them to call council to then inform us if they come to any sort of information that he's made representations publicly that he represents MGA. Okay. Okay, I have that written down. Give me a second as I go through notes here that Mr. Kearney fully cooperate with the IED regarding historical actions with regard to MGA and I think that's it for now. I'd like to add that I think we've got it covered that he can't try to influence the operator through communications either in the public or a perception by expression in the public. But MGA also has it looks it appears that they've used him sometimes informally as an agent to public agencies, sometimes informally to do work at the facility that those informal arrangements even though they're not controlling arrangements be curtailed. So that means that MGA wouldn't be able to authorize him to represent him in various capacities. So it's not so much on Mr. Kearney, but also on MGA. Madam Chair, I would just add as the commission may please, for example, as the commission's deliberating, are you proposing that, for instance, Chris Connie's company that snow plows the whole property would not be allowed to continue to do that? If that's the way the commission is going, we would need to know that just for clarity. And right now you have his company marked down as a vendor and that was a question I had like what does that mean for status in terms of his company doing that kind of work? Because right now, I know on Friday, Commissioner Rivian asked about contractual arrangements versus those informal arrangements. And those informal arrangements have caused confusion, right? So we wanna address what has caused this confusion. And so certainly the informal, now the more formal, the contractual ones that he's engaged in, how do we feel about disturbing those if it's in the construction or snow plowing main as a vendor? Madam Chair, I envision that no contact whatsoever. You start to get into the business association piece and all of these things bring him dangerously close to the line, if not over it. And I would say that if he's gonna be out, then he's out. If he's dancing around it, then they're playing with fire. It sounds like. I only bring up the question just for clarity, where more than willing to do whatever the commission wishes. I think I would like to see all ties severed. A bright line, a bright line, I think will benefit the circumstances. Am I wrong? I've got Commissioner Hill, Commissioner Maynard, how do you feel? Commissioner Skinner, I'm sure by it. Commissioner Maynard? Yeah, I mean, I'm sitting here thinking to myself, you know, do we then start looking at every contract, right? You know, what's this really high payment for a snow plowing job, you know? And then all of a sudden, we're out of the gaming commission world at that point. And so I think the director's point, the cleanest thing here is just to sever the business relationship. Commissioner Skinner, Commissioner O'Brien, I think that three of us have sort of said. I agree. I agree.  And as Councilor Grossman said, it's dangerously close, so. Okay, Commissioner O'Brien? Yeah, I mean, I think this condition evidence is why I don't think he should be, you know, deemed no longer a qualifier. But I think you would have to include the language directly or indirectly to make sure you don't have a beard coming in, where we find out he is in fact, being a vendor through some third company. So I would add that language in to make sure that condition is really complied with. All right, so I think the angle is both ways. Mr. Kearney is, you know, we don't want him to do certain things, but MGA's got to also rely on others for that informal stuff as well as the formal, okay? Other conditions, I know that Commissioner Skinner, you've asked IEP, but then I would also need to turn to MGA and I'm just trying to keep this meeting under our control for a second. So I want to exhaust the commissioners. Any other condition? It is okay. Commissioners, do you want to turn to IEP and MGA for the input or are you satisfied right now? Chair, I've already expressed my interest in doing that. So if we could please proceed that way. I'd appreciate it. Okay, Director Lilliams, why don't you give us your ideas and we'll turn to MGA. I really don't have direct suggestions on what conditions to adopt here. You know, the monitoring pieces of concern to the IEP. I know there are those other businesses or at least Patriot Recycling that is on the property now. I'm not exactly sure what the arrangement with MGA is with that business. I believe it may be a tenant, for instance. So I don't know if you want to address some of those relationships now or if they would be encompassing your general condition on no direct or indirect relationship. But it sounds like you're directive on being out of the business as a qualifier is that you haven't put any time constraints on that. It sounds like that is an open-ended thing. So I'm in agreement with that. But other than that, I don't really have any comments at this time. MGA, do you have any further suggestions on the conditions that we've just outlined and IEP's comments? Anything that you want to add? No, we would just ask the commission to vote on the withdrawal so that we can with the conditions and so we can move forward. Thank you. Okay, commissioner Skinner, anything else? All set? All set, yeah, thank you. Thank you. Commissioner Maynard, commissioner Hill, commissioner O'Brien. Quite frankly, the only thing I have to say on that is some of these conditions, if there is a generational shift in ownership and control, we don't have any sense of what the succession plan is. They may run smack dab into conflict with these conditions. So I just want to, before we turn to a vote, I guess I just would like to add a comment that addresses comments that were raised was that one, very pleased that this was a very thorough discussion. We spent a lot of hours and I respect that. And it's been noted that the law of Massachusetts, and this is in our win decision, affords the commission significant breadth in our decision making. But in that same decision, we also say with that comes an equally significant duty of fairness. And I think today there's been a lot of time and effort to do just that. I respect the work of IEB so very much. I also respect the work of MGA and appreciate very much the submissions made by particularly Mr. Nozzle. And so all that came before me informed my decision making and I appreciate everybody's efforts. Commissioners, before we take a vote, do you want to have anything to add to that? If not, we would need a motion regarding in Councilor Monaghan and Councilor Grossman can help us the request for to withdraw with respect to just Christopher Kearney does not address the subchapter S trust. I think it can be a fairly straightforward motion, something along the lines of, you know, I moved to allow Mr. Christopher Kearney's motion to withdraw as a qualifier with the conditions discussed here today. And is that, Caitlin, is that pursuant to 205CMR 213.01 to section one? So subsection one, let me just look at it so that we're looking at the same thing. It would be, I think it just pursuant to 213.01 subsection two, which allows the commission to make a express finding upon good cause that the withdrawal request can be approved. Would we need to reference subsection three for conditions? I don't think you need to reference the statute in the motion. You know, when we write up the accompanying decision of course we'll include any citations. Congratulations. I think, what if you just generally reference 213? Sure. Can't hurt her. You know what that said? I have to try to remember what I said all over again. So something along the lines of, I moved pursuant to 205CMR 213 to allow Mr. Christopher Kearney's motion to withdraw as a qualifier with the conditions discussed here today. Mr. Maynard. What that said, Madam Chair. I move pursuant to 205CMR 213 that Mr. Christopher Kearney's motion for withdrawal be granted subject to the conditions discussed here today. Second. Any further discussion? All right. Commissioner Bryan. Nay. Commissioner Hill. Aye. Commissioner Skinner. Aye. Commissioner Maynard. Aye. And I vote yes. So for one. Okay. Now we have the next request, which is on the trust. Yes. And so I would suggest that we go through the same process and walk through, all right, I'll pull up my note here and walk through the mandatory factors then the discretionary factor and just proceed as we just did. So I will, if you agree, I will start with the mandatory factors. That's back to 2502. We're actually starting with chapter 23N, section 5B. Oh, that's right. Thank you. Okay, so if we're ready, the first factor is a person who owns 10% or more of a corporate applicant provide, oh, I'm sorry, let me read the preamble. For the purposes of this chapter, the following shall be considered to have control of an applicant. A person who owns 10% or more of a corporate applicant provided, however, that a bank or other licensed lending institution that holds a mortgage or other lien acquired in the ordinary course of business shall not be considered to have control of an applicant. Okay, gonna move on. Second factor, a person who holds a beneficial or proprietary interest of 10% or more of an applicant's business, okay. If an applicant is a corporation, the A, president, B, chief executive officer, C, chief operating officer, D, chief financial officer, E, treasurer, F secretary, G, each inside director and H chair of the board of directors. We're then gonna move on to the regulation and those factors, which is 205CMR 215.02 subsection one. I'll give everyone a second to get there. And that states that the following person shall be required to qualify as part of the sports wagering license review if the applicant is a corporation, each officer, each inside director. Any person owning or having another beneficial or proprietary interest in 10% or more of the common stock of the applicant or holding intermediary or subsidiary company of such company. And in the judgment of the division of licensing after consultation with the bureau, any person with significant and substantial responsibility for the applicant's business under the jurisdiction of the commission are having the power to exercise significant influence over decisions concerning the applicant's operations in the common law. Okay, I'll move on unless anyone has anything to say. Okay, great. Let's just take an affirmative check. Does anybody think any of those apply in this circumstance? Michelle Brownian. So I'm just looking at finding good cause and substantial evidence. And where I'm hung up on this one is I think it's a very different specter. It's easier to segregate out both historically and prospectively. But I still have a lot of questions about inconsistencies in the presentation. And for that reason, I'm not convinced that good cause exists to remove the trust either. Can you apply the bag? And just so you know, I know, is there a standard on good cause? Is it substantial evidence or? I think, yeah, generally in lieu of explicit standard, it's good substantial evidence. Thank you. And that's what I applied in the last time, but I meant to ask it. And so when she just raised it, I wanted to confirm. Thank you. Yeah, so significant and substantial responsibility for the applicant's business, either Commissioner Brownian, so I understand your thinking. Maybe I'm going a little forward, but I'm looking at the motion to withdraw. And I just feel like I have some more questions about exactly what the financial interplay is and influence on the ultimate discharge of the loan, the financing of the company, et cetera. And so I'm not satisfied in the record before me that I can say that I found good cause and substantial evidence. Whether that falls under 213 or whether it falls under 215, I guess remains to be seen, but. There is one more factor. If I just wanted to state that one, if there's any discussion of that before moving into the final discussion. So the last factor is the discretionary factor, 205CMR 215.02 subsection two, and that's that the commission may, in its sole discretion, require other persons who have a business association of any kind, the applicant to undergo a qualifier review and determination process. So I guess I was doing what we did before. Did we find that it was required to be qualified under O2 subsection one, A4. Right, and I'm not there. I'm down at the discretionary. Oh, okay, that's helpful. Yeah. So are we in agreement that not a person required to be qualified? Yes, I agree with that. Thanks, commissioner. Okay. All right, that's really helpful. Okay, so now to the discretionary. And I'm agreement too, just to be clear. Okay. And commissioner O'Brien, I know you're waffling between and not in a bad way because it's easy to see where you're going. O2 subsection two versus right straight to the 213. And it circles back to what I said before in terms of the sequence of the disclosures, the self-reporting, et cetera. When I look at it, I'm just not satisfied that the trust is not somehow still interrelated with the financing, et cetera. Acknowledging that there have been conditions just put on the other license that address some of the concerns that I had about trust to use, et cetera. But I'm just not there yet to say that we shouldn't exercise that discretion given what I see is an integrally intertwined series of family businesses and trusts. Does anybody wanna follow with a question for clarity of commissioner O'Brien? Wanna give MGA the opportunity to respond? Not hearing a response. Understood. And in that case. Sorry, chair. Sorry, chair. We couldn't get to the new five. I was missing the mouse here. I couldn't tell. Thanks. The principal condition as we understand it and the trust is more than happy to follow is that there will be no trustee of the trust. That's also an employee of the applicant. And we fully agree that that will be a condition that'll be met. Were there any accounts receivable? I'm trying to remember. Or was that all under the other under Chris Carney individually? There's nothing with the trust. Nothing with the trust. As it relates to MGA, correct? So fighting with the mouse, if that's correct. Director Lillios. No, this is just going back to what we talked about in an executive session, but I agree with Mr. Muratio. Okay. If the commission is of the opinion that the trust is not a mandatory or a discretionary qualifier, then it would move on to determining under 205 CMR 213, whether there is good cause for the withdrawal and whether there are any conditions that commission would like to apply. And of course, Mr. Muratio just pointed out one, which is that no trustee of the trust would also be an employee director or a director of the applicant. Do we need to add family member to that list? Absolutely, we can. We should, I think. I just, I didn't know if the rules of trust estate speak to that already or not. We just have to be careful about how we determine what a family member is because the applicant is a corporation. And so a family member is, it's a little bit different. You could say no relation of the Carney family, I suppose. Exactly that. Thank you. If I may, if the Carney family member has no connection to MGA, I wouldn't understand why that would be a necessary condition. It seems to me that the first condition, which is no one who's an officer, director, shareholder or employee of MGA, shall be a trustee. I think would cover the complete severing of the relationship between the trust and the trustees and the applicant. But as an example, if Chris County's mother wants to be a trustee and she has no connection to MGA, I don't know why that would be a problem. The concern I have there is the level of influence. Again, that might be at play in the relationship between Chris Carney and his mother. Oh, okay. If you wanna list his mother or some specific people that's, I mean, it's not important to the trust. I'm just trying to keep this in line with the commission's thinking, as I've heard it, that there should be some business association between the trust and the applicant. And, you know, but if the commission wishes to put on some other controls that it thinks is necessary, we're not gonna, at this late stage, debate that. We're trying to be completely cooperative, give the commission all of the assurances it thinks it needs, so we can move on with the application. So whenever the commission pleases, we will do it. So I don't wanna list out, I'm sorry, Commissioner Ryan. I don't wanna list out. The circles of consanguinity for our enhanced rules, can it be something like that? Can you say that again? We have circles of consanguinity that you can have conflicts, you can only go so far out. That's usually how it's written in terms of when you look at ethics restrictions. So are we, you can pull a narrow circle. Can I take a temperature check on the other three of us to see how far we wanna go with this? Commissioner Maynard. I was thinking similar to Commissioner O'Brien, really thinking of family members who may be beneficiaries of NGA. If he's got a second cousin twice removed, who's a really good trustee, I wouldn't want to keep that person from being able to do it. So more than I would say, I would say Commissioner O'Brien's thinking. Commissioner Howe? A lot, the lines of Commissioner Maynard, may I suggest that the commission identify a family member that would not be a trustee or a person that would not be a trustee. Is anyone that has been a shareholder of MGA an officer or director within X amount of years? Give us a time period so we know what to look at. If you want to put a 10 year time period of today, 10 years to the past, something like that. Now we have a very clear structure to understand and comply. We won't have to worry about a second cousin type situation. And I'm sorry, would that include anyone who does have a financial interest in MGA? Oh, absolutely, absolutely. The trustees, if I may, from what I'm hearing. The trustee of the trust will not be an officer, director, shareholder or employee of MGA. Nor will it be a person that fell into one of those four within the past X years from today. That covers a whole lot of people. And there's a public record that shows what that is. And then as Commissioner Skinner just said, because it may be somebody's theoretically tomorrow that could come in and have a position. And so you could add an additional covenant that says or condition that says, and no one who becomes an officer, director, shareholder or employee of MGA will become a trustee of that trust on a going forward basis. I think that covers everything as far as I can think. As long as that list excludes someone who has a financial interest in MGA, I think I'm good with it. It does because you have to be a shareholder to have a financial interest or pull a paycheck, so to speak. And I think that covers both worlds. Well, I mean, I don't wanna go too deep but what about survivors rights and things like that? Could you speak to how that works? Because it's definitely something that comes to mind when we're talking about George Carney's mother potentially becoming trustee. Yes, well, I think the conditions that the commission has outlined are also prospective. So they don't change, those conditions don't change just because circumstances involving Mr. George Carney or anyone else may change in the future. Those are conditions. So if a trustee becomes a trustee tomorrow, for example decides to retire and move to wherever and we need a new trustee, your conditions are still in place. We would have to designate or the trust mechanism would be looked at to designate a new trustee. When it comes to the flow of the stock certificates I would point out to the commission who has the bylaws, I understand there's a restriction on transfers of shares. So the board of directors of MGA have to approve any transfer of ownership of those shares and those directors of MGA are completely under this commission's control through the licensing process. So, you know, the shares can't move by order of the probate court, for instance. They have to go through the board of directors. And in fact, there's a very old SJC case again that upheld MGA's stock restrictions, the validity of those stock restrictions. So they're quite, they're very strong, they're valid and it's all under the control of the directors. Which is why if you look at the corporate papers that we submitted the votes, it's all covered in those votes, the transfer of the shares because it's a requirement under the corporation's bylaws. Thank you, Mr. Muratio. I'm gonna turn to Councilor Grossman and Councilor Monahan. You've heard the sentiments of the commissioners and Mr. Muratio's recommendation. Have we close in terms of a condition? Yeah, I'd wanna do a tiny bit of wordsmithing, but I think where we are is there shall be no trustee of the trust that is also an employee, director, officer, or shareholder of MGA, or anyone who has held one of those positions within the last 10 years. And I would of course, in wordsmithing this, just make sure that it's basically talking about anyone who's held this position in the last 10 years currently or sort of in the future, if they start to hold that position, then they can't also be a trustee of the trust. Is there any other limit that you'd want on the appointment of the trustee? Okay, so that's one condition, the other condition? Sorry, excuse me, that was the only condition I had on this one so far. I don't like we had another one, but I guess you're right, Caitlin, my apologies. I need just two seconds, thank you, my apologies. So we have that one condition. Is there any other concerns? And this would be, again, to permit the withdrawal of the sub chapter S trust. Okay, are we prepared to move then? It would be a similar motion that we used. Suggest that it's the same motion, but replacing Mr. Carney with the trust. Would you like me to say it again? So I just want to make sure that it's 215 and not 213, Caitlin. It is 213, 205CMR 213. All right, I got that here, 215, your honor. Madam Chair, I move that pursuant to 205CMR 213 for Christopher J. Carney sub chapter S trust motion for withdrawal of application as a qualifier be granted subject to all the conditions discussed here today. Second. Any further discussion? Okay, Commissioner O'Brien. Nay, based on me not finding substantial events. Commissioner Hill. Yay. Commissioner Skinner. Commissioner Maynard. All right. And I vote yes, so four one again. Okay, so thank you everyone with respect to that portion of our number five. We are slated to discuss preliminary suitability and that's critical to I know the applicant for us to turn to that. We have spent two full days on this and I am very hesitant to roll it over. But that said, I think we probably could use a quick break and continue on. Commissioners. Madam Chair, before we take a break, could we really just do a temperature check? I know you're hesitant to roll this over. I'm not suggesting that we do, but I committed to reviewing this matter today on a vacation day and we are now three hours beyond over three hours beyond what I anticipated. And somewhat selfishly, I would like to at least join enjoy some of this day. I'm happy to excuse myself for the remainder of the meeting. Should it come to that? But I want to at least just see where the other commissioners are in terms of getting to a determination on preliminary suitability today. At least, I know where I stand. I mean, generally I'm interested in preserving and expanding the longstanding family and community institution that is MGA. With the appropriate guardrails in place to address some of the issues that we've heard about today, particularly around credibility and financial viability. But I don't think I can do that in good faith. I don't think I could grant preliminary suitability today in the absence of the identification of an operator who is ready, willing and able to step in here at this point in time. So I wanted to put that on the record in the event that I'm not able to do so later in this discussion. I just, again, it's after three o'clock and I've already committed time well beyond what I initially said that I would. Again, that is just to make it clear that I'm happy to excuse myself from this meeting but I want to just, again, get a temperature as to what the other commissioners are thinking in terms of getting to a determination on preliminary suitability today. And I say all that with all due respect to the applicant. I understand. And I think we all share the chair's sentiment that we last resort want to roll this over but I think I want to be realistic here about what we think we can get done today. So I have a similar concern procedural posture-wise in terms of us addressing preliminary suitability where there's no operator in place. I think there has been significant change in the status of the applicant after the votes that were just taken. And I think I said this earlier on that another potential outcome today was to say to the applicant, this is not complete and you have not met the threshold that we're looking for to move forward. And that's where I am right now at a procedural posture note where I feel like given the material changes that have just happened with the votes and the fact that we don't have an operator on a sports book, the more prudent thing from my view would be to say to the applicant, you're not complete yet and you need to come back when you are. Wish I had Mr. Maynard. I don't disagree with my colleague, Commissioner O'Brien, I said this Friday that I was trying to understand how we could move forward without an operator. My mind has not changed and I don't know how we can move forward without an operator. We did just take some new votes that I think maybe the applicant can go back and discuss privately with possible partners. But I don't know how we can move forward, Madam Chair. I'll jump in before I turn to Commissioner Maynard. Sorry, Commissioner Maynard only because he asked that I don't know how to move forward and actually that's part of what I was hoping to hear today a little bit more clarity. Attorney Nozo started today with extensive comments and explained to us how we could possibly get there. And I was hoping we could hear a little bit more before we make a determination one way or another. And that is of course been a major factor for us to consider, but I'd hope that maybe today before we broke we would know whether that is, there is a path forward. I have not rolled out one, but I haven't rolled one in either. So I was looking to be educated. Commissioner Maynard. I think that we are, that the applicant is in a different posture than they were given this. I think that it's what I see in the record, I can say this looks a lot more positive than it did before. And it is something that I feel is trending the right direction for sure. But absent an operator and it sounds like there's consensus it does make taking the temperature which is what we move forward very hard to do because it's taking a temperature without a thermometer. So I think it's very difficult to do a grade or to think about needs exceed so forth madam chair, but I will also state on the record that this applicant is in a much improved position right now. Could you just say the last part again? I'm sorry I couldn't hear you commissioner. The applicant is in a much improved position from my perspective given the decisions and state made today in concert with us. Well, I'm hearing that there isn't a consensus to move today. I'm disappointed personally because I don't know I know that there are more vacation days ahead this week and I know we have an extensive meeting on Thursday. So I'm looking to see how we get our work done and I am quite cognizant, but this has been an outstanding request for a while now. And the applicant was patient with us. If I recall correctly, it was we've rolled this over a few times sometimes because we needed more information and then other times because of our scheduling. Well, I'm just very, I'm just, I just want to put on the record that does this mean we are up at 9 a.m. tomorrow doing this? Again, 8 a.m. I wouldn't think so madam chair. I would think that given certainly my position on this I would expect the applicant may need more time than overnight to make a determination as to whether they can come in with an operator. Can I just be heard briefly and maybe provide some context for the discussion and just really deal with the practical reality without any finding or sense of MGA's suitability now with the removal of the trust and the removal of Chris Carney as qualifiers. It still proposes a huge challenge for us to go into the marketplace after two days of public hearings about questions on MGA's suitability and find a partner. We think we've addressed a lot of the, we think we've addressed the concerns that the commission has raised both through the removal requests and now that it's been granted and we do believe that MGA as it sits now before the commission meets the standards for preliminary suitability. We're not asking for anything more than that particular finding and if it's conditioned on us needing to come back certainly to proceed in any way whatsoever based on having an operator in place we are certainly, we understand that that is the reality but right now we have a lot of information and really no understanding of where the commission is as to MGA's overall preliminary suitability which puts us in a really I think difficult position to do exactly what the commission is asking us to do is go out, get another operator you're not going forward without another operator and we wanna do that we have a potential partner to do that but that potential partner has told us they won't go forward with us unless we have some determination on preliminary suitability. So we're stuck and I'm not suggesting that that's the commission's fault but that's the reality of the situation. So what we've been asking for is really a determination very limited that MGA as it sits now after all the other issues that have been brought up and that we've now responded to. So we'll meet the preliminary suitability standards as applied to category two sports wagering licensees and we would like the commission to consider and make a finding on that to allow us to do exactly what you want us to do is find a operating partner but it's gonna be difficult for us to do with that level honestly of continuing uncertainty without some understanding of where the commission is and whether we want another potential operator to make the investment to come back in front of the commission in order to move something forward. So it is a unique and unexpected request but it's one that I feel is absolutely necessary. Again, for us to do exactly what the commission would like and bring us back with an operator. We need some determination on preliminary suitability in order to do that. Attorney Nozo, I hear you in all of that. I hear the sincerity there, but where I'm stuck and I raised this question on Friday is understanding and understanding the intersection between 218, excuse me, 215 and 218 as it pertains to preliminary suitability with respect to the overall application. So I had asked on Friday and Attorney Monaghan gave a little bit of guidance but how can we bifurcate those suitability determinations? I don't understand how, and I'm not saying I can't get there but what does it mean to, if the commission is inclined to determine that MGA is preliminary suitability under 215, what does that then mean under 218? And I'm happy to hear from you, Attorney Nozo but the question really is directed to Attorney Monaghan. So we talked on Friday about 215 and 218 and both include, and when you're talking about preliminary suitability you also have to look at chapter 23 and section six which sets out some of the factors that need to be considered. When you take section six and 215 together you get all of the factors that need to be considered for preliminary suitability. That, and then the commission makes a determination based on those factors. Functionally that decision is then ported over into 218. They're not different standards in 215 and 218 that is ported over as a factor for overall whether you are not, whether the commission is going to award a license. I would say, as I said on Friday that determining preliminary suitability requires a holistic review of the applicant and all of its qualifiers. There are several factors that I believe the commission that would relate to the operator. And so it may be difficult to sort of evaluate those factors without an operator. I would also say that earlier in the day there was discussion about sort of a condition on the operator. And I do think that would be different from conditions that have been issued in the past on licenses. Previously conditions are along the lines of the applicant should work with the IEV on the investigation or things like that. There's sort of self executing that can happen and the license moves on. This kind of condition, a condition on finding a new operator would actually require a whole second round of suitability determinations. You'd have to go back once the operator came in and I don't think that's anything that commission has done before. So I do see this request to be different from other requests for review, preliminary suitability and potential conditions. Yeah, so the only thing I would add to that is really, I think what we're asking for at the end of the day is really to go through the factors under 23 and section 60, integrity, honesty, good character and reputation of the applicant, financial stability, integrity and background of the applicant. The business practices and business ability of the applicant to establish and maintain a successful sports wagering option, which is the one we are suggesting the commission condition as part of its review on us finding an additional operator. And then you can answer the question of whether the applicant has history of compliance with gaming or sports wagering, licensing requirements and other jurisdictions, whether the applicant at the time of application is a defendant in litigation. And then the suitability of all the parties and interests to the license, including affiliates, close associates and financial resources of the applicant, which obviously you've spent over the last two days coming up with what that is gonna be for purposes of the review. So the way I envision this working is that analysis with the understanding that in what we've heard clear from the commission is that it's not gonna find us necessarily suitable in connection with our ability to operate a successful sports wagering operation without an operator. We understand that. We understand that you're going to do that and you need to condition that particular finding. Again, also based on the experience of MGA and its history of wagering in Massachusetts, but also conditioned on the fact that we would still need to find an operator. If we satisfied that, we found the operator, we then come back in front of the commission satisfying the first prong now under your evaluation of our overall application in connection with the suitability of the applicant under 218 with the first prong essentially having been established. So I think that's the way we envisioned what we're asking for to happen operationally. As we've gone through today, we think we meet those standards with all of those conditions. And that's what we're requesting of the commission. The one response I would make to that is that when you look at the preliminary suitability of the applicant that does take into consideration the qualifiers, and I don't think you can necessarily say that the operator is only relevant to one of the factors. I think it's entirely possible that the commission could decide that it's relevant to multiple factors. And so it's again, it could be very difficult to disaggregate without an operator. And then you would have to come back and do a full new preliminary suitability review with an operator. Again, if any of the prongs were conditioned on having, yes, we think you do have the requisite integrity, honesty, good character for purposes of licensing, but it's conditioned on you also having an operator. I think you can do that with each one of the elements under 60 to the extent that it's applicable. And the commission isn't going any further than that. And if we can't come out, come back with an operator after that finding, we're essentially done in connection with the current application. So I hear what you're saying. I have the same mind that Commissioner Skinner does in terms of Mr. George Carney's history of a business and maintaining that business and going forward. But I have to say that all of the other applicants, not only in this, but in the Horse Racing Center, we've made very clear that the application is supposed to be complete and in a posture to go forward. And for me, absent an operator, the exercise of going through other things that may influence that to me is just not appropriate in this posture. I don't feel comfortable doing it. Mr. Hill, Mr. Jordan, I'm a manor that's done that twice today, Jordan. I haven't changed, Madam Chair. I don't know how we can move forward. And at this point, I'm not willing to do so without an operator. I've been called worse than Commissioner Jordan, probably in this meeting. My apologies again. No, that's fine. I was kidding. A little bit of levity is what I was hoping for there. That's why I asked the question that I asked. I guess I would ask Caitlin, is it even proper to Commissioner O'Brien's point to, whether it sounds like it's not today, Commissioner Skinner and others, but which are very important. But would it even be proper for us to say, in so much as what we have, the commission, I'm trying to even figure out how we would say it, you know, there's no issues with what we have as of right now. I guess, Caitlin, I would ask is that, would that be possible? Again, assuming all those facts were true, assuming all those facts were true, and then, you know, to Attorney Nozo, would that satisfy what you're looking for? I mean, I would say that that is not contemplated by the regulation. And it is more of an advisory opinion than a decision. The reg contemplates a decision and not an advisory opinion. So it is not necessarily what I would recommend. That said, if the commission wanted to do that, we could potentially find a way to move forward.  But maybe I'll ask the question in a different way. Based on the changes that have been done in front of including the removal of Christopher Carney, including removal of the trust, what is the commission's position regarding preliminary suitability if we were to come back with a proponent? Is that something that's, and this is what I'm concerned about. Is it, is that dead on arrival? And I'm going out and finding a partner that I ultimately won't be able to get through, just because of right now, the suitability issues that are in front of the commission. So whether it's a sense of the commission, that, you know, you're not making a final determination, but you know what, MGA, you've made a lot of changes. You've made a lot of representations. And what Commissioner Maynert says, you know, we're in a much better position or we're an improved applicant, or there's a more likelihood that you're going to be found preliminary suitable with a operating partner, something that we can indicate to the marketplace that we have a pathway forward. Commissioner Hill, how's that registered with you? Give that some thought, Madam Chair. Commissioner Bryan. For me, it's asking the same question in another way with all the respect to attorney nozzle. I still feel uncomfortable moving forward. It's not how we've treated any other applicant. In my view, it's not the right way to do suitability certainly and preliminary suitability. I'm just not comfortable doing it today. And that's, to me, this applicant is still moving, but not sufficient to adjudicate preliminary suitability unless and until they come back with an applicant and then we look at everything. That's where I am right now. This category two application is a little bit different from the others. I can acknowledge that because it's not in the same competitive vein that we saw for category three and even different than category one because we were assessing our own licensees, or in this case, the legislature has actually deemed this particular entity to be licensed to sports wagering master's subject, of course, to our rules and regulations. You know, took a good amount of time to address the request for withdrawals. We reviewed all the preliminary suitability materials. Now we have to remember that Mr. Cardian, the trust is our out. And so to Commissioner O'Brien's point, it's not a reason why I'm struggling with this is because this wasn't a topic that's new.  And so we were to look at this through a narrow lens and that's what I'm struggling with. I'm hearing my fellow commissioners say we can't, but I thought in fact, we thought there was a path forward somehow here, but maybe I'm missing something. I just want to make sure I'm checking with council. I hear Commissioner O'Brien, I hear Commissioner Hill, hear Commissioner Skinner saying no, but I just want to make sure that before I leave, at least I understand why they're no make sense and make sure that you're not thinking something different, Councillor Grossman. No, I'm not. And you know, the reality was that neither I nor the chair could make this decision on our own outside of this meeting. And this is the way it had the decision had to be made. To put it in legal parlance, I think what ultimately folks or the commissioners are saying is that they can't get to a place where they find substantial evidence in the record that the applicant is preliminarily suitable to move forward based upon essentially the lack of an operator. Is that what they've said though? I want to make sure. Well, no, but if that's what they're not taking a vote, I think that that's, there's no vote that's been taken to be clear, but that's kind of where everyone is from a legal perspective. And that's what I was looking to find out of what the commissioners thought about this. And I think folks have been clear as to where they stand. So, no, I just want to clarify. So that is what they're saying that there's a decision that there's not substantial evidence. I don't know if they're saying that or that they can't go forward right now. Well, we might be splitting hairs a little bit. You know, it's not that they can't go forward. I don't want to put words in anyone's mouth. I think that everyone's trying to be careful not to make any final decisions to preserve everyone's rights and futures and whatnot. And if called to a vote, we could see what happens. But I think most of the commissioners have been very clear as to where they are right now. So if anyone- No, I just wanted to get clarification that as to, you know, I think there was a request to actually put the application on the agenda. And I thought that we really couldn't do that. So because of the issue that's presented, but then I thought I understood that we were looking at a little bit more of a narrow scope on this particular issue, but I'm hearing that without the operator in that place, we can't proceed in the way that I think a turning nozzle just laid out that bear. So- I think it would be fair to say the commission probably won't get to where attorney nozzle has proposed it get to. Okay. Um, commissioners, is there anything you'd like to add for the record? Or anything- I just, I chair, I'm sorry to go ahead. Go nowhere ahead, Commissioner Skinner. Your video's off, so I can't read the lean in so much, but I understand why you want your vacation day videoed off. So thank you. I just wanted to clarify. It's not that I see that there's no path forward. I think that there might be. We just don't know it at this point in time. And I don't want to put the car before the horse to attorney nozzles point about, you know, being in a position to go out into the marketplace with some, I guess some, a little bit of support in doing that in terms of what this commission has decided. I think you got a nod from a couple of the commissioners here in that there have been some significant decisions made in MGA's favor. And I think, you know, the sentiment has been made that already just in that decision-making, MGM is in a much better place to go back and have discussions. I'm sorry, did I say MGM? MGA is in a much better position than it was on Friday, than it was this morning to then go back to have those discussions with whether be Caesars or any other potential operators. So I support that. I do think that we've made some significant headway here and I don't want to lose sight of that. I feel a commissioner of Skinner's pain. I can actually hear it in her voice and I join her in that, in that we literally have a situation where our council really, really built is saying it's hard not to treat this as an advisory opinion. I also hear attorney nozzles on the applicant saying, we need some assurances. And so I'm struggling in the same way as commissioner of Skinner. And I also heard commissioner O'Brien say, you know, it's an appropriate mix factor here. And so I'm trying to balance on all of those and where that leaves me in that balance is that absolutely I have watched this application come for months. There's one commissioner talking, I've watched it come for months. I've seen various iterations of it. Sometimes I've grand and bearded when I get these emails in the middle of the night that something new has come in or something new has been done. But that said, taking everything in totality to answer your question, attorney nozzles, does one commissioner talking here? Absolutely, I think that this is in much better condition. I think that had an operator been with you today, I think I could have made a decision assuming we had information on that operator, right? IEP had already checked them, things were looking. So I feel the pain, I hear the pain and so much is, I think all I can say legally right now this moment is a much better application when it comes to preliminary visibility. I think the applicant has also demonstrated something else, which is their unwavering willingness to try to get to something here and to get to yes and to work with the commission, which is extremely laudable that you're willing to set through this for two days and when we have an issue come up, you've had a response and said, hey, how can we make this work and we're gonna open ourselves up to you? And I think all that should be taken into consideration from anybody that would wanna do business with you. But again, I don't wanna go so far as to overstep my boundaries as commissioner and somebody who's watching the integrity of this process to try to become a piece of a negotiation act. So I think I gave you the best that I can give you given what the other commissioners are saying. So I echo commissioner Maynard and commissioner Skinner. I had hoped that we could perhaps move forward in the vein that you requested MGA. I know that it would be an extraordinary condition. I didn't hear that it wouldn't be a permissible condition. The application with your prior operator was extremely strong. We were going through it and I am hopeful that to the extent that they may be, you knew their interests that they do so for you and that you're able to come back with a strong application with the operator in place because that seems as though the procedural process, the procedural sequence that we've got to go through. Although I like to be imaginative, think of it's hard for the commissioners to imagine how we can proceed. So what I am very concerned about is delay on our part but I also hear, I think commissioner Brian raised the point that they're gonna need some time to meet the expectations of this commission. So I'm turning to councilor Grossman as executive, interim executive director. How would you recommend that we proceed? It sounds like we should perhaps, well, there's a couple of ways to do it. One option would be to just to give the applicant some time to digest this conversation and see what they would like to do as far as next steps are concerned. The other way to do it would be to postpone these proceedings until a later date and check in as to where we are, whether there's any update for the record or otherwise. I guess both are very similar in some ways but ultimately no final vote will be taken here today. So either the commission can set a next date. I think we've established that. I'm just saying, will you plan on meeting with the applicant or next steps and keep us informed? How do you wanna proceed? I see, yes. Yeah, I'd be, I could certainly communicate with the applicant to kind of hash out the next steps in the process. This is a difficult forum to do that, I think. But it's very clear, the application, no final action has been taken on it. So I think we will have to make some decisions as to where we go from here. But I think if everyone's comfortable with that, we can communicate with the applicant and report back. MGA, wanna leave last word with you? Thank you, commissioners. And also thank you as well for certainly to providing some sediment and I guess a reaction to sort of what MGA has done to date. We're appreciative of those comments. We're certainly happy to sit back down with staff. Obviously I don't have an answer as to timing on next steps or if be quite frank, whether there will be any. But we certainly will go back out and appreciate some of the sediment that's been given today. And obviously are thankful for the rulings in connection with the trust and Mr. County. Well, I hope to see you soon. Thank you. Thank you very much. Chair, I'm trying, I am so concerned about this, but it is what it is. We didn't ever take a vote, but I heard four are prepared to adjourn today. Commissioner Skinner? I just would be remiss in not communicating this. I'm whining about not getting to enjoy all of my day today, but I just want to extend gratitude and appreciation for the MGA, its attorneys, its team. You've shown incredible patience throughout this process, these past couple of days. I know it's not easy sitting on your side, but I do want to make sure that you knew that, I think we all, I think I can speak for my fellow commissioners here. I think we all understand. And I don't want to make light of the situation in my referencing my vacation. I'm committed to this process. I'm committed to doing my part here. And I really do, I'm rooting for you. That's a long-winded way of saying that, but I do think we need to ensure that we are in a good space here. So thank you. Thank you, Patricia. Thank you. Thank you. I just want to point out, Madam Chair, you had, it seemed like three willing to adjourn and one who was going back and forth, which is me, and then you will adopt, so. I think we're, I think we're two, possibly. I don't think I've got a third though, Commissioner Maynard. I think I wish I could get a third, but it doesn't sound like I'm going to get a third. And I can read the room. And again, I wish the MGA, the very best in being able to come back to the commission soon with meeting the expectations of the commission so that we can move on your application. Pleased with the work that was accomplished today with respect to the request for the waivers. And we'll go from there, but Commissioner Maynard, am I right? Somebody is going to need to move to adjourn. And this is maybe one where I say nay. I could move to adjourn, Madam Chair. Second. Any discussion? Commissioner O'Brien. Aye. Commissioner Hill. Aye. Commissioner Skinner. Aye. Commissioner Maynard. Aye. I vote no. Four-one. Thanks.


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