Hello. In this session we will discuss the non-controlling interests, a concept that's covered in advanced accounting courses as well as the CPA exam. Especially on the CPA exam it's an important topic because you could be getting multiple choice questions or a simulation to compute non-controlling interests. So in this session I will explain what is non-controlling interests. Once you understand it, it will be easier for you to integrate this information into a consolidation problem. So whether you are an accounting student or a CPA candidate, I strongly suggest you take a look at my website farhatlectures.com. No, I don't replace your CPA review course. You can keep it. I am a useful addition. I explain the material differently. I give you alternative explanation. I give you alternative resources to help you understand concepts such as the non-controlling interests. As a result you'll be able to understand your CPA review course. As a result you'll be able to pass. My resources are aligned with your CPA review course and to try me you have to risk one month of subscription. That's your risk. Your potential gain is passing the exam. Are you willing to take that risk? And if not for anything take a look at my website to find out how well or not well your university doing on the CPA exam. Take a look at my other resources for other accounting and CPA courses. If you haven't connected with me on LinkedIn, please do so. Take a look at my LinkedIn recommendation. Like this recording. Share it with other. Connect with me on Instagram, Facebook, Reddit and Twitter. So what is the non-controlling interest? What is this concept? When does it get created or when does it exist? Well it exists when you own, when one company own, more than 50%. It means you have controlled but less than 100%. So it's like 50% 0.001 to 99.999%. So you don't own 100%. So why would the company only own between 50% and 100%. There are many reasons why they would do so. I mean why would you think that's the case? Well for one thing you may not have enough funds or stocks to buy the other company. So you can only buy 60% or you can only buy 90% because to buy the other company you have to have the resources. Well if you don't have enough resources then you cannot buy the whole thing. Another reason for this that could happen is not everyone that you are purchasing the stocks from are willing to sell. So some stockholders they may want to hold. They don't want to sell the company. They don't want to sell their shares or they might think they're going to get a better price down the road. So if they're not going to sell you're going to have to account for their interests. In their interests the people that don't sell, they're called the non- controlling and sometime it's called you might see it in other textbook. They used the word minority. It means they're not the majority. The majority is assumed to be 50% plus they belong to the minority group. So they don't want to sell. They want to hold out. That's fine. Okay now you have to keep in mind when we consolidate and you should know this from the previous session. We consolidate the 100% of the company. The control company must always consolidate the whole regardless of the parent company level of ownership. Hold on a second. Are you saying although I own 60% I consolidate 100% and the answer is yes. You do consolidate 100% but you have to account for something new called the non-controlling interest. So this is basically what it looks like from a physical or from a picture perspective. So you have to have the parent company's asset 100% the subsidiary's asset 100% although you own only 80%. The parent's liability will be recorded at 100%. The subsidiary's liability will be recorded at 100%. Parent company ownership equity which is net asset 100% of the company you're going to see you're going to account for 80% of the subsidiary's net asset. In addition to that so not 100% of the net asset of the subsidiary only 80% notice here. In addition you're going to have something new on the balance sheet called non-controlling interests and this goes under the equity section of the balance sheet. No it goes under the equity section. Okay and we have to account for the 20% why 20% because we only own 80% 20% of the subsidiary net assets. So now we have to account for their assets on our balance sheet in the equity section and don't worry we're going to work an example seeing how this all flows through. All what we have to learn in this session is what is non-controlling interests? How do we compute non-controlling interests? Remember a few things you have to be aware of one is 100% of the assets and liabilities are listed on the balance sheet as I just showed you. Non-controlling interest is at fair value computed at fair value and if we have goodwill we have to record the goodwill whether we have a gain or a bargain purchase. Now when we buy a company when we when when a parent company buys a subsidiary so how do we account? How do we find out what is the proceeds? How do we find out how much should we pay for this? Well we're going to pay for two things when we buy a company. We're going to pay for the fair value of the controlling interests obviously we're going to have to pay for this and we have to find out the fair value of the non-controlling interests. So those two components the sum of those two components okay it's going to give you the firm fair value the fair value of the controlling interest and the fair value of the non-controlling interest. Now if the sum of these two if the sum exceeds the collective fair value so if the sum of those two things exceed the fair value of the net identifiable asset and liabilities then you have goodwill and guess what if not then you have a bargain purchase if they collect the fair value of the identifiable net assets and liabilities are greater than the fair value than the acquirer recognize again simply put you either have a gain or a goodwill and you should know how to do this from the prior session. Now the best way to illustrate this is to work an example to show you how do we account how do we create non-controlling interests. So assume the parent company pays $50 per share for 9 000 shares of a sub and let's assume that represent 90% interest to simply put the sub has 10 000 shares we purchased 9 000 which is what's what remain is a thousand so we purchase 90% also assume that the remaining 1000 non-controlling interest continue to trade at $50 so we paid $50 for the stock that we purchase and the non-controlling interest the people that did not sell also paid also their shares also trading at $50 why is that relevant that's relevant because here there's we did not pay a premium so we were able to buy 50 9 000 shares at $50 and the remaining shareholders are trading their stocks at $50 now let's find out what is the fair value of the sub well the fair value will be we purchase 9 000 shares at $50 450 that's the fair value of the controlling interest we have to find out the fair value of the non-controlling interest which is $50 per share times 1000 shares $50 000 the acquisition date fair value is half a million now let's assume the company have a net identifiable asset that we are purchasing at $400 000 what does that mean it means we paid more the fair value is worth more than the than the book value what do we have to do now we have to allocate and specifically it's the we have a good will of $100 000 just in case you're not aware of this because the fair value is a half a million the book value is $400 000 we have good will now we have to do we have to allocate this good will to the controlling and non-controlling interest now now how do we do so let me show you how do we allocate the good will we have 90 controlling interest and 10 percent non-controlling interest the acquisition fair value the date fair value of the parent is $450 the acquisition date fair value of the non-controlling interest is $50 total of $500 000 now we have to find out the book value the book value of the of the whole company the net book value net identifiable asset is $400 000 90 percent is for the 90 90 percent of it goes to the controlling interest allocated to the controlling interest so $450 000 minus $360 000 the good will of the $100 000 90 000 goes to the controlling interest then the non-controlling interest they have a fair value at the acquiring date of $50 000 the fair value of the net identifiable asset is $40 000 which is $400 000 times 10 percent of interest $50 minus $40 equal to $10 000 so notice here the $100 000 the good will was allocated proportionally 90 percent to the controlling interest 10 percent to the non-controlling interest now this happens i'm going to tell you this why because we did not pay a premium simply put we paid $50 and the non-controlling interest or stock is valued at $50 that's not always the case which we're going to see in the next example that it may not be the case here there is no premium we did not pay any premium so the good will is recognized proportionally now let's change the scenario a bit and assume that the parent company pays a control premium to purchase the parent the sub and they end up paying rather than $50 they end up paying $55 so to buy the the 9 000 shares they end up paying $55 per share in other words they paid $495 000 well this 495 000 is greater than 45 percent a 45 000 not 45 45 000 then the prior price of $50 per share the 450 now we're going to assume that the remaining shares of this company are kept trading at $50 $50 per share so they were not affected now what's the fair value of the sub at the acquisition well the fair value consists basically of two different figures in other words 9 000 shares were purchased at $55 which are worth 495 000 the remaining 1000 shares they kept on trading for $50 now in the real world that doesn't happen but we're going to assume that's the case for private companies it could happen because they don't want to sell and no one wants to buy their shares therefore they will kept trading at 50 they're worth 50 000 all in all the fair value of the acquisition company is 545 000 now remember in the from the prior slide we said that the net identifiable asset is 400 000 so we have a good will here of 145 000 now we're going to allocate the goodwill to the controlling interests and to the non-controlling interests what we did in the prior on the prior slide how do we do so well the fair value of the controlling interests 495 if we take 400 000 times 90 percent that's going to give us 360 495 minus 360 we're going to allocate 135 000 to the controlling interests goodwill the non-controlling interests the fair value is 50 400 000 times 10 percent is 40 000 it's 10 000 so notice here the goodwill is not is not distributed proportionally okay simply put we did not take the 145 gave 90 percent to the controlling and 10 percent to the non-controlling we did not do that obviously if you want to know the percentage i can show you percentage wise 135 divided by 145 the so the controlling interests this represent around 93 i'm just gonna round it 93 percent approximately 93 percent and this account for seven percent of the goodwill okay seven percent together 100 percent which is represent 145 well the reason is basically if you really think about it the difference between if we take if we look at this number 135 135 135 goodwill in the prior example where we paid the same amount where we paid the same amount of money same amount for both the controlling and non-controlling we come up with with 90 000 so the difference between 90 000 and 135 the difference between 135 the goodwill now when we pay a premium and 90 000 when we did not pay a premium equal to 45 000 which is if you remember i told you we paid a premium of 45 000 therefore the premium that we paid is allocated entirely entirely to the controlling interest because we're valuing the controlling interest we paid the premium for the controlling interest therefore the non-controlling interest should not be getting should not be allocated any goodwill and hopefully this makes sense if i'm valuing you at a higher rate i'm gonna have to give my investment a higher goodwill now the non-controlling interest was still trading at how much at 50 dollars so i hope by looking at this recording you'll understand a little bit better the concept of non-controlling interest and how do we compute non-controlling interest now this is the beginning we're gonna have to allocate income to the non controlling and controlling interest we're gonna have to account for a dividend we're gonna have to account to the ending balance of the non-controlling interest but again at the end of this recording if you like this recording all what i'm gonna ask you to do is subscribe give my material a chance i can help you pass the exam in addition to your CPA review course i cannot help you pass the exam by myself you need additional resources i don't have everything but i have enough that i can be a boost to your CPA preparation my my material is aligned to go with your course keep 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So it is Tuesday, February 1st, February already. And this is Senate government operations. Today we are looking at three different bills. And the first one we have on the list is to S218. And I know Senator Brock, would you like to just tell us, you're the sponsor of this, would you just like to tell us where this came from? And then the next one is S203. And I don't know if you want to come back when we go through that or, and then we'll just have a walkthrough of S218. And we haven't scheduled anybody for testimony. So you may want to just stay with us and we'll jump right to 203. So. Thank you, Madam Chair. I'm at your disposal today. Oh, great. Thank you. So why don't you tell us where 218 came from? And 218 came from deep within me. I remember as a kid in North Carolina, going to train stations with my parents as a child, seeing signs over the door that said colored only. I didn't like it then. And I like it less when I see that today. And that's where this bill came from. It came from a recognition that there is an increasing likelihood of seeing today signs that are verbal and signs that are more than verbal, inviting people to attend, and in some cases preventing others from attending, public meetings on the basis of their race. And it came in particular when I saw an outgrowth through a contractor to one of the climate council meetings earlier this year or earlier late last year. And in that meeting, it was a meeting to obtain information from the BIPOC community about their feelings about climate change and climate change regulation and climate change actions. And the meeting contained an invitation to members of the BIPOC community. And then it was made more specific orally and elsewhere to prohibit white people from attending these meetings and to discourage them from so doing. I thought that restrictions on attending meetings and on attending public events by race had been abolished in 1964 by the Federal Civil Rights Act. And to see it come back today in whatever form that someone believes is benign, I think is corrosive. And I think it's wrong. And I think it's prohibited conduct. And I think we ought to make it specifically clear that it is prohibited conduct. The notion of having a public meeting in Vermont that is restricted to people of a particular race, I think is thoroughly offensive. And I think we should make it clear that that's the case. And that's the reason for this bill. Thank you. Thank you. So I think we'll have Tucker walk through it. And then I do have a couple of questions. But Tucker, would you just walk us through the bill so that we can, thank you, Senator Brock. And I hope you'll stay with us because we might have some questions. Sure. Good afternoon committee. Tucker Anderson from the Office of Legislative Council.  This bill would amend the open meeting law to make it express and clear that participation in Vermont's open meetings can not be restricted or prohibited on the basis of race or other status. In section one, we have a declaration of the intent and purpose for this specific act. Subsection A, we start by stating that the open meeting law was enacted with the purpose of declaring all meetings of public bodies open to the public without consideration of the class status of those who choose to attend and participate. The open meeting law embraces the notion that public bodies exist to aid in the conduct of the people's business and are therefore accountable to the people. You will recognize these because these are echoes of what is permanently enshrined in the intent of the open meeting law. The open meeting law embraces the notion that public bodies exist to aid in the people's conduct or the conduct of the people's business and are therefore accountable to them. Vermont requires every public body of the state and its political subdivisions to provide the opportunity for the people of Vermont to attend and participate in open meetings. The right to attend those meetings is provided to all people and is subject to constitutional guarantees of equal protection under the law. Accordingly, public bodies should not use the voice of government to discourage, hinder, or prohibit the attendance of any person or group of persons based on their race or other suspect classification. The end of that intense section that I just read, you have both the existing requirements of the open meeting law, the constitutional guarantees of the United States and Vermont constitutions, and an expression of the need for participation in these meetings not based on race or other suspect classification. Subsection B contains the purpose. The General Assembly intends to ensure that no public body of the state or its political subdivisions segregates or excludes persons based on race. Accordingly, the purpose of this act is to amend the open meeting law to expressly state that public participation in the meetings of these bodies shall not be discouraged or prohibited on the basis of race. Section two contains the operative provision. It amends the open meeting law in one VSA, section 312, specifically in subsection H. Under existing law, subsection H governs open meetings and specifically rules related to the reasonable opportunity to provide opinion at those meetings. In existing law, it states, at an open meeting, the public shall be given a reasonable opportunity to express its opinion on matters considered by the public body, provided that order is maintained. Public comment shall be subject to reasonable rules established by the chairperson. Those are the existing requirements for public participation. This bill would add a new subdivision H2 that would state expressly, a public body shall not discourage or prohibit the attendance and participation of any person or group of persons based on race or other classification. Effective date is set for on passage. Thank you, Dr. I do have one question of clarification on the bill itself and then some just general questions, but on page two, line six, what does suspect classification mean? Suspect classification is a legal term of art that is used to describe classifications of persons that have historically been subject to discrimination or mistreatment by the government. So those would include race and sex as two of the most prominent. More recently, gender choice and sexuality have been added to that ethnicity and national origin also come into play. Okay, so it's okay, thank you. Any other questions for Tucker about the technical aspects of the bill, Senator Polina? Thank you, on the next line, down line seven, it's interesting language. It says the general assembly intends to ensure that no public body of the state, et cetera. It doesn't say we are ensuring. It's just as interesting to me that says it intends to ensure. What's that about? It just seems unusual. Maybe it's not, maybe I just think it's unusual. Because subsection B is a statement of intent and the purpose that follows that intent, the word intends was included in that opening section, but you certainly could amend it to be more express. It would still be a statement of intent even if you don't use the word intent. But it's not saying we shall like insure. It's saying we hope to insure. We intend, it's our intent. I don't want to belabor it. It was an interesting language. I just thought it was interesting. That opening section is not codified. It doesn't control. It's not binding. It's an expression of intent that is used to interpret the operative provision that follows. So the express statement is in section two and that new subdivision H2, which states a public body, state, or political subdivision shall not discourage or prohibit the attendance and participation of any person or group of persons based on race. So section one really is just the intent. And then section two is really what goes into the statute. That is correct. Yeah. Gotcha. Okay. Any other questions or comments or yes, Senator Clarkson? Randy, when you, did you address this with, I'm just curious because you're going back to something that happened this summer with a meeting where this sort of brought this to your attention. Did you try and cure it at that moment by addressing this concern to the leadership of that organizing group? And was it cured during the cure? Do you know what I mean? Was it addressed and dealt with this summer or this fall whenever that meeting was? I did not personally address it. I became aware of it after the meeting was announced and after it had become a subject of controversy that had already made it to the press, which is where I first learned about it. I know at that time there was considerable discussion about people who were invited and people in the upper ranks of government who were on the climate council. And I know there was considerable discussion there. I'm not sure that if I could have added a whole lot to that. And there was in fact controversy between those who felt that it was an appropriate thing to do and those who felt that it was not. I felt that the best way to deal with this was legislatively. Thanks. So I just have a question in the actual language that would go into the statute based on race or other classification. Is that broad enough to actually cover that you couldn't say this is a public meeting but only women are invited or this is a public meeting that only people with blue eyes are invited. Is that broad? Is other classification broad enough to cover everything? That's just a technical question.  Only one sex is permitted to attend this meeting. Whether it would extend to classifying based on eye color, I am not legally certain. But the term isn't here, not defined. And it seems general and broad enough to state that you can't restrict access and participation in these meetings based on a classification around a person or group of persons. OK, thank you. Yes, Senator Romhensel. And would that include people from a particular geographical area? Yes. And that is already covered by some of the legal background for suspect classifications. So national origin and ethnicity are both already covered as suspect classifications. I kind of meant like they live in the neighborhood. I would have to do some research to see whether a specific geographic location would fall under a classification. So I'm just wondering what your question is. Here is the only people from these three blocks in Burlington are invited. That happens all the time. But public meetings? Yeah, yeah.  I think anyone else can attend. But they do restrict who's able to speak often. To people who are in the neighborhood or who are affected by something. Well, this does seem to cover that, because it said prohibit the attendance and participation. And I guess the underlying language says that the public comment is subject to reasonable rules. I don't know if that's covered or not. Ryan Hinsdale, part of what you're bringing up about inviting people from a specific geographic region would not be covered by this. This would specifically deal with, for example, a notice or agenda item prohibiting or discouraging people from attending the meeting. And to address that specific question, I will look into whether geographic confines within a municipality are a classification. And if that's something that needs to be cleared up and you want to address, I'll prepare something for you. Thank you. Any other questions or comments or concerns about this? Lots of concerns. But I don't know if that's the time to talk about it. Did you say you did have some concerns? Yeah, yes, I do have concerns with this bill. Should we talk about it? Yeah, I mean, we are scheduled at 2 o'clock to go to S203. So this is, I guess, the place to discuss those. I mean, I would start with a category or affinity of people who are really underrepresented in civic participation. And in my experience as a civic engagement director for a city, we tried to design special meetings and opportunities around people with limited English proficiency. It involves really trying to bring together people from a specific community who require a specific type of cultural and lingual interpretation to understand a project that will affect them and get their feedback specifically. There are many reasons, I think, that I mean, we know that when you combine any factor of identity from a protected class or marginalized group with limited English proficiency, you get much greater disparities. These are people who are often left behind in environmental decisions, green space decisions, community engagement decisions of any kind and information about policing and health care. And there's important reasons to have specific meetings that are designed to meet the needs of those communities. So that alone is of great concern to me. I didn't have Senator Brock's experience growing up, obviously. I can only imagine how painful it is to see signs that are keeping you out of a place that are enforced by law, where you could be harmed or injured by law enforcement for going against that sign or informally harmed, injured, or killed by vigilantes in the community for being black and trying to access those spaces. But in a way, that is not my own experience, I can imagine that some of those experiences for other black and brown people are the reasons that they would feel safe for having specific opportunities to share their concerns without others present who may retaliate or who may cause harm to them, psychological or physical harm to them. So I see a direct through line between trying to create spaces specifically for people who used to experience legally sanctioned harm in this country and wanting to make sure they have a safe place to share their concerns without the very real threat or fear of retaliation in their community. Senator Clarkson, I think I saw your hand up. And then I just have a couple of questions. No. I guess I understand that. And my guess is that this doesn't say that you couldn't set up a meeting that was primarily to hear from people with limited English proficiency or particularly immigrants from a certain country or whatever it is or people in a certain neighborhood. This doesn't say you couldn't have that meeting to do it. But what this says is you can't prohibit others from attending. And I do understand that it is necessary sometimes maybe to have protected environments. I'm not sure that those should be held as open meetings if they really are limited and people feel threatened by having other people. Then maybe it's not a public open meeting. Because our open meeting laws are pretty clear. And I would just, if we decided that in Wyndham County, we were going to have a meeting of only white women over the age of 60, would that be OK? And we would say no men are allowed to come or nobody under 60. I mean, that doesn't seem right to me. So if we want to parse this out to making sure that groups that have civil rights protected status can have a meeting where they're the ones encouraged to come and there's discouragement of other participants, that's really different. If it's not based on having civil rights protected status because you have been discriminated against in the past, then it is a very different thing. OK. I am confused about why you would have a public meeting if you didn't know. And most things have to be a public meeting to some extent. Yeah, I'm not thinking. Go ahead. Sorry. I understand the feeling. I mean, I would imagine that the Agency of Human Services decides it wants to do a meeting of people from a certain ethnic background or English needing background. If the Agency of Human Services were a whole such meeting, they would be liable to the open meeting law. Would they not? And so it would depend on what it was, if it was around personnel issues or. No, like a community meeting to discuss discrimination in the community, let's say. Oh, yeah. And within a community of people. And I think sometimes I guess my point is that I hear what Senator Roms-Hinsill saying about the need for safe spaces in a way. And sometimes you have to have the ability to talk things through in a certain private atmosphere. So that you feel that you can actually speak up and be validated without being intimidated. I do understand that. Also, I am. So when would somebody be able to have a similar kind of meeting to do that without being subject to open meeting? I guess that's the question. Tucker? The open meeting law applies when there is a quorum of a public body that is gathering to conduct the business of the public body. So that is what we are talking about. And in most instances, these are legislative bodies. And the reason that the meeting is being held as an open meeting is that they have the capacity to take final and legislative action based on what happens at that meeting. So the public is given the opportunity first to attend and observe the conduct of the meeting and second to participate and provide comment on what that particular body is doing. And remember that that is teeing up an enforcement mechanism under the open meeting law, where if the body does not conduct an open meeting, then the decisions and the final actions that it takes at that open meeting are brought back and are overturned until the meeting is held open to the public and under the procedures of the open meeting law. So really, it's all around that action and the capacity of the public body. If they're carrying out their force of law as a government body, then it must be open to the public. So for example, if you had the Burlington City Council, I think, as 12 members, is that I think it's 12. If you had four of those members who said, we're going to just meet with people in this neighborhood and talk about, hopefully have a frank discussion with them about their fears and what's happening in their neighborhood and discriminatory policies and stuff, that would not even be an open meeting because it's not a quorum. And those four people have no ability to take any kind of final action. Is that what you're saying? That is correct with one specific caveat. If it's a subcommittee of the body that has been created to carry out a specific task, then they have to have an open meeting because they've been delegated some power authority by the parent body to do something. And they're taking action at that subcommittee meeting. But no subcommittee, no specific delegated authority, then yes, members of that body, as long as there's not a quorum, can information gather and meet with constituents. And every Vermont citizen has a constitutional right to petition and instruct their representatives. So they have a right to reach out in confidence and speak with their representatives. Senator Callemore. Thank you, Madam Chair. So I'm just trying to get a handle on it. If there is a neighborhood group that is otherwise not considered a public body, just an informal 67810 member neighborhood group, they could hold such a meeting. And in this case, discourage participation from folks who don't see the world the same way, so to speak. As long as they are not a public body, then the open meeting law is not going to apply. And then the thing to be careful about Senator Callemore is that the US constitution might apply to a broader group of potential public bodies than the open meeting law. And there are equal protection requirements that the US constitution might apply to this group you're talking about, especially if they have some sort of governmental or quasi-governmental power. Okay, thank you. Senator Clarkson, you had a question? Yeah, I was just gonna ask Tucker to remind us what a public body is and isn't. Because to go to Brian's comment, I mean, I mostly think of this as town government, state government, federal government. I don't, you know, but we also public bodies are, I mean, public bodies are not things like private nonprofits. I mean, they may be viewed as a public body, but they aren't, I mean, it's really, they are instruments of government, whether it's local school, it counts as schools too. So you couldn't, I mean, again, this goes to small groups, you may wanna get at a specific thorny thing and you may not want absolutely everybody, but if a school does that, that's a public body, right? So I'm going to refer first to the definition in the open meeting law, pause and remind that this is only the state and it's political subdivision. So federal government immediately gets set aside. So bag the federal government, but we have state, we have state. That's a good idea in general, not right now. Well, in terms of how they're managing themselves, yes, but actually right now, we're very grateful to their largesse for all our ARPA money and the infrastructure money. But to go to this, we, all towns and cities are instruments of the state, right? They're all public bodies, but the schools as well, right? So I'm gonna jump back to the definition so that we can clarify what a body is, is that is very important to discussions of the open meeting law. So a public body is any board, council or commission of the state or political subdivision. So board, council, commission, a board, council, commission of any agency, authority or instrumentality of the state or its political subdivisions or any committee of any of the foregoing boards, councils or commissions. And there's an exception that is built in councils or similar groups established by the governor for the sole purpose of advising the governor are not public bodies. Now the important thing to remember here is that these are not individual officers. It is not the municipal corporation as a corporate entity. It is the councils and commissions, the multi-member bodies that make legislative decisions for the state or its political subdivisions. So the commissioner of labor is not a public body but the passenger tramway board at the department of labor is a public body. But it still takes a quorum of that public body meeting unless they're, if they're not a subcommittee just you have seven select board members in I don't know where and two of them say this is a really touchy issue. And I think we need to do some data gathering and hear from some people privately. They can do that. They're not a subcommittee and they're not a quorum and they have no ability to take action on behalf of that board or commission or committee. That is correct. They do not have the capacity as less than a quorum to wield the power of the body so the open meeting law doesn't apply. Okay. Thanks. Got it. All right. So I'm gonna suggest that, yes. Tucker, this has, I think this has come up a lot as well when decision-making bodies go through equity training with a specific consultant and want to have it be private so that they can talk about challenges they faced with discrimination or understanding difference. I've seen that come up a lot. And I don't know if this applies at all of this situation. It's like a whole city council or a whole select board going through a training of a sensitive nature. The open meeting law does address that. So there's a separate definition for what a meeting of that quorum is. And there is an exception in 1VSA 310, subdivision three, subdivision capital C. A meeting shall not mean occasions when a quorum of a public body attends and I'll skip ahead. Training programs, press conferences, media events or otherwise gathers provided that the body does not discuss specific business of the public body that at the time of the exchange they expect to be the business of the public body at a later date. So they can attend training programs so long as the quorum of that body doesn't get together at the training program and discuss something that is going to be the business of their body at a later date. Something under their control. All right. So I can just suggest that we mull this one over a bit and take it up at a later date.