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R3002RESOLUTION NO. 3002 RESOLUTION OF THE BOARD OF TRUSTEES OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT AUTHORIZING THE OFFERING FOR SALE OF WASTEWATER SYSTEM REVENUE BONDS OF THE DISTRICT. BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT, AS FOLLOWS: Section 1. The Metropolitan St. Louis Sewer District (the “District”) is hereby authorized to offer at competitive public sale $52,250,000 principal amount of Wastewater System Revenue Bonds, Series 2011B (the “Bonds”), as described in the Notice of Bond Sale attached hereto as Exhibit A. Section 2. The Secretary-Treasurer of the District is hereby authorized and directed to receive bids for the purchase of the Bonds at the Office of the District, 2350 Market Street in St. Louis, Missouri, until ___:___ a.m., Central Time, on December 8, 2011, upon the terms and conditions set forth in said Notice of Bond Sale, and to deliver all bids so received to the Board of Trustees at its meeting to be held at 4:00 p.m. on December 8, 2011, at which meeting the Board of Trustees shall review such bids and shall award the sale of the Bonds or reject all bids. The Board of Trustees hereby authorizes the Secretary-Treasurer of the District, after consultation with the District’s Financial Advisors, to cancel, postpone to a later date, or accelerate to an earlier date designated by the Secretary-Treasurer of the District, the planned date for receiving sealed bids for the purchase of the Bonds if market conditions are expected to adversely impact the receipt of favorable bids for the purchase of the Bonds on the originally scheduled date. Section 3. The Notice of Bond Sale is hereby approved in substantially the form attached hereto as Exhibit A, and the Secretary-Treasurer of the District is hereby authorized to execute such Notice of Bond Sale, with such changes and additions thereto as such official shall deem necessary or appropriate, and to use such document in connection with the public sale of the Bonds. Section 4. The Preliminary Official Statement is hereby approved in substantially the form attached hereto as Exhibit B, with such changes and additions thereto as the Secretary- Treasurer of the District shall deem necessary or appropriate, and the appropriate officers and representatives of the District are hereby authorized to use such document in connection with the public sale of the Bonds. Section 5. The Secretary-Treasurer of the District is hereby authorized and directed to give notice of said bond sale by causing a summary of the Notice of Bond Sale to be published in a newspaper having general circulation in the District, and by causing copies of the Notice of Bond Sale and Preliminary Official Statement to be mailed or sent electronically to such banks -2- and investment banking firms and other financial institutions located in the State of Missouri and elsewhere which might be interested in the purchase of the Bonds. Section 6. For the purpose of enabling the purchaser of the Bonds (the “Original Purchaser”) to comply with the requirements of Rule 15c2-12(b)(1) of the Securities and Exchange Commission, the appropriate officers of the District are hereby authorized, if requested, to provide the Original Purchaser a letter or certification to the effect that the District deems the information regarding the District contained in the Preliminary Official Statement to be “final” as of its date, except for the omission of such information as is permitted by Rule 15c2-12(b)(1), and to take such other actions or execute such other documents as such officers in their reasonable judgment deem necessary to enable the Original Purchaser to comply with the requirement of such Rule. Section 7. The District agrees to provide to the Original Purchaser within seven business days of the date of sale of the Bonds or within sufficient time to accompany any confirmation that requests payment from any customer of the Original Purchaser, whichever is earlier, sufficient copies of the final Official Statement to enable the Original Purchaser to comply with the requirements of Rule 15c2-12(b)(4) of the Securities and Exchange Commission and with the requirements of Rule G-32 of the Municipal Securities Rulemaking Board. Section 8. The Chairman and Vice Chairman of the Board of Trustees, the Executive Director, the Secretary-Treasurer, the Director of Finance and other officers and representatives of the District are hereby authorized and directed to take such other action as may be necessary to carry out the public sale of the Bonds. Section 9. This Resolution shall be in full force and effect from and after its passage by the Board of Trustees. ADOPTED by the Board of Trustees of The Metropolitan St. Louis Sewer District this 10th day of November, 2011. (SEAL) Chairman of the Board of Trustees ATTEST: Secretary-Treasurer EXHIBIT A NOTICE OF BOND SALE [On file in the Office of the Secretary-Treasurer.] EXHIBIT B PRELIMINARY OFFICIAL STATEMENT [On file in the Office of the Secretary-Treasurer.] NOTICE OF BOND SALE $52,250,000 THE METROPOLITAN ST. LOUIS SEWER DISTRICT WASTEWATER SYSTEM REVENUE BONDS SERIES 2011B Bids. Electronic bids for the purchase of $52,250,000 principal amount of Wastewater System Revenue Bonds, Series 2011B (the “Series 2011B Bonds”), of The Metropolitan St. Louis Sewer District (the “District”), herein described, will be received, until ___:___ a.m., Central Time, on THURSDAY, DECEMBER 8, 2011 All proposals must be submitted electronically through PARITY® as further described herein. The proposals will be considered and an award will be acted upon at a meeting of the Board of Trustees of the District to be held at 4:00 p.m., Central Time, on December 8, 2011 (the “Sale Date”). No oral or auction bids will be considered. Pre-Bid Revisions. The District reserves the right to issue a Supplemental Notice of Bond Sale not later the close of business on the day prior to the Sale Date via TM3 (“Supplemental Notice”). If issued, the Supplemental Notice may modify such terms of this Notice of Bond Sale as the District determines, including the date and time of the sale. Any such modifications will supersede the terms as set forth herein. Adjustment of Maturity Amounts. In order to properly structure the transaction, the District reserves the right on the date of the award of the Series 2011B Bonds to the successful bidder, in the District’s sole discretion, to increase or decrease the principal amount of any maturity (or mandatory sinking fund redemption amounts of any term bonds) of the Series 2011B Bonds, depending on the interest rates bid and the bid premium, if any; provided, however, that the total issue size of $52,250,000 shall remain unchanged. In formulating bids, bidders should consider that bids generating significant premium may result in greater principal amortization in later years and bids generating significant discount may result in greater principal in earlier years. The successful bidder may not withdraw its bid or change the interest rates bid as a result of any changes made to the maturity amounts (or mandatory sinking fund redemption amounts of any term bonds) as described herein. In the event there is an increase or decrease in the final principal amount per maturity (or mandatory sinking fund redemption amounts of any term bonds) as described above, the successful bidder will be notified by telephone, fax or electronic mail of such increases or decreases no later than 1:00 p.m., Central time, on the Sale Date. In the event the maturity amounts (or mandatory sinking fund redemption amounts of any term bonds) of the Series 2011B Bonds are adjusted, the purchase price will be adjusted to ensure that the percentage net compensation (i.e., the percentage resulting from dividing (1) the aggregate difference between the offering price of the Series 2011B Bonds to the public and the price to be paid to the District (excluding accrued interest) by (2) the principal amount of the Series 2011B Bonds) remains constant. Minority, Women and Disadvantaged Business Enterprises. The District has established as its policy the creation of opportunities for minority business enterprises, women business enterprises and disadvantaged business enterprises in District projects and procurement. The District encourages bidders to include in the formation of underwriting syndicates minority, women and disadvantaged business enterprises. The District requests that bidding firms provide with their bid a listing of syndicated members including any minority, women and disadvantaged business enterprises participating. Minority, women and disadvantaged business enterprises included in the syndicate of the successful bidder may be -2- requested to provide a confidential letter to the District describing their participation in the syndicate of the successful bidder. For purposes of this Notice of Bond Sale, the term minority, women and disadvantaged business enterprise means a business which is at least 51% owned by one or more minority, women or disadvantaged business persons, whose management and daily business operation are independently controlled by one or more of such minority, women or disadvantaged business persons and which performs a commercially useful function and is legally licensed as an underwriter of tax-exempt securities. Terms of the Bonds. The Series 2011B Bonds will consist of fully registered bonds in the denomination of $5,000 or any integral multiple thereof. The Series 2011B Bonds will be dated their date of delivery, and will become due in principal installments on May 1 in the years, subject to adjustment as provided herein, as follows: Principal Principal Year Amount∗ Year Amount* 20__ $ 20__ $ 20__ 20__ 20__ 20__ 20__ 20__ 20__ 20__ 20__ 20__ The Series 2011B Bonds will bear interest from the date thereof at rates to be determined when the Series 2011B Bonds are sold as hereinafter provided, which interest will be payable semiannually on May 1 and November 1 in each year, beginning on May 1, 2012. Authority, Purpose and Security. The Series 2011B Bonds are being issued pursuant to the Constitution and laws of the State of Missouri, the District’s Charter, Master Bond Ordinance No. 11713 adopted by the Board of Trustees of the District on April 22, 2004 and a Series Ordinance to be adopted by the Board of Trustees of the District on December 8, 2011 (collectively, the “Bond Ordinance”). The Series 2011B Bonds are authorized pursuant to an election held in the District on August 5, 2008 approving the issuance of $275,000,000 of system revenue bonds for the purpose of designing, constructing, improving, renovating, repairing, replacing and equipping new and existing facilities of the District’s sanitary sewer system (the “System”). The Series 2011B Bonds shall be limited obligations of the District as provided therein payable solely from the Pledged Revenues of the System. The Series 2011B Bonds and the interest thereon shall not constitute a general or moral obligation of the District nor a debt, indebtedness, or obligation of, or a pledge of the faith and credit of, the District or the State of Missouri or any political subdivision thereof, within the meaning of any constitutional, statutory or charter provision whatsoever. Neither the faith and credit nor the taxing power of the District, the State of Missouri, or any political subdivision thereof is pledged to the payment of the principal of, premium, if any, or interest on the Series 2011B Bonds or other costs incident thereto. The District has no authority to levy any taxes to pay the Series 2011B Bonds. Neither the members of the Board of Trustees of the District nor any person executing the Series 2011B Bonds shall be liable personally on the Series 2011B Bonds by reason of the issuance thereof. ∗ Subject to adjustment; see “Adjustment of Maturity Amounts.” -3- The Series 2011B Bonds are payable on a parity with four prior series of wastewater system revenue bonds of the District: $175,000,000 original principal amount of its Wastewater System Revenue Bonds, Series 2004A, issued on May 6, 2004 and outstanding in the aggregate principal amount of $165,590,000; $60,000,000 original principal amount of its Wastewater System Revenue Bonds, Series 2006C, issued on November 28, 2006 and outstanding in the aggregate principal amount of $60,000,000; $30,000,000 original principal amount of its Wastewater System Revenue Bonds, Series 2008A, issued on November 25, 2008 and outstanding in the aggregate principal amount of $30,000,000; and $85,000,000 original principal amount of its Taxable Wastewater System Revenue Bonds (Build America Bonds – Direct Pay), Series 2010B, issued on January 28, 2010 and outstanding in the aggregate principal amount of $85,000,000 (collectively with the Series 2011B Bonds and any additional Bonds issued on a parity therewith, the “Senior Bonds”). The Series 2011B Bonds, the Bond Ordinance, the System and the Senior Bonds are more particularly described in the Preliminary Official Statement dated November ___, 2011, available at the website of Public Financial Management, at https://www.pfm.com/BondCalendar. This Notice of Bond Sale contains certain information for quick reference only. It is not, and is not intended to be, a summary of the Series 2011B Bonds, the Bond Ordinance, the System or the Senior Bonds. Each bidder is required to read the entire Preliminary Official Statement to obtain information essential to making an informed investment decision. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Preliminary Official Statement. Place of Payment. Principal will be payable upon presentation and surrender of the Series 2011B Bonds by the Registered Owners thereof at the principal corporate trust office of The Bank of New York Mellon Trust Company, N.A., St. Louis, Missouri, as Paying Agent. Interest shall be paid to the Registered Owners of the Series 2011B Bonds as shown on the Bond Register at the close of business on the Record Date for such interest (a) by check or draft mailed by the Paying Agent to the address of such Registered Owners shown on the Bond Register, at such other address as is furnished to the Paying Agent in writing by any Registered Owner, or (b) at the written request of any owner of Series 2011B Bonds in the aggregate principal amount of at least $500,000, by electronic transfer to such owner upon written notice to the Paying Agent containing the electronic transfer instructions of the bank (which shall be located in the continental United States), ABA routing number and account name and account number to which such owner wishes to have such transfer directed. Book-Entry Only System. The Series 2011B Bonds will initially be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York, to which payments of principal of and interest on the Series 2011B Bonds will be made. Individual purchases of Series 2011B Bonds will be made in book-entry form only. Purchasers will not receive certificates representing their interest in Series 2011B Bonds purchased. It shall be the obligation of the successful bidder to furnish to DTC an underwriters’ questionnaire. It shall be the obligation of the successful bidder to qualify the Series 2011B Bonds, if such qualification is necessary, in the jurisdictions in which it intends to reoffer the Series 2011B Bonds. Optional Redemption of Series 2011B Bonds Prior to Maturity. At the District’s option, the Series 2011B Bonds or portions thereof maturing on May 1, 20 ___ and thereafter may be called for redemption and payment prior to their Stated Maturity on May 1, 20___ and thereafter, in whole or in part on any date in such order of maturity as shall be determined by the District at the redemption price of 100% of the principal amount thereof plus accrued interest thereon to the redemption date. Election to Specify Term Bonds. A bidder may elect to have all or a portion of the Series 2011B Bonds scheduled to mature in the years 20__ through 20__, inclusive, issued as one or more term bonds scheduled to mature in the latest of the consecutive years denoted and subject to mandatory redemption -4- requirements consistent with the schedule of serial maturities set forth above, and subject to the bidder making such an election by including such information in the electronic bid submitted via PARITY®. Not less than all the Series 2011B Bonds of a single maturity may be converted to term bonds. Conditions of Bids. Proposals will be received on all of the Series 2011B Bonds bearing such rate or rates of interest as may be specified by the bidders, subject to the following conditions: The same rate shall apply to all Series 2011B Bonds of the same maturity. Each interest rate specified shall be a multiple of 1/20 or 1/8 of 1% and no rate shall be more than 1% less than the rate specified for any prior maturity. No supplemental interest payments will be authorized. The Series 2011B Bonds shall be sold by the District for a price not less than 99.5% of the total principal amount thereof. Each bid shall specify the total interest cost during the life of the Series 2011B Bonds on the basis of such bid, the premium or discount, if any, offered by the bidder, and the net interest cost and the true interest cost on the basis of such bid. Each bidder agrees that, if it is awarded the Series 2011B Bonds, it will provide to the District the certification as to initial offering prices described under the caption “Certification as to Offering Prices” in this Notice of Bond Sale. Basis of Award. The Series 2011B Bonds will be awarded to the bidder whose bid will result in the lowest “true interest cost” (“TIC”), determined as follows: the TIC is the discount rate (expressed as a per-annum percentage rate) which, when used in computing the present value of all payments of principal and interest to be paid on the Series 2011B Bonds, from the scheduled payment dates back to the dated date of the Series 2011B Bonds, produces an amount equal to the price bid, including premium, if any, but excluding any interest accrued to the date of delivery. Payments of principal and interest on the Series 2011B Bonds shall be based on the principal amounts set forth in this Notice of Bond Sale and the interest rates specified by each bidder. Present value shall be computed on the basis of semiannual compounding and a 360-day year of twelve 30-day months. No bidder shall be awarded the Series 2011B Bonds unless its bid shall be in compliance with the other terms and conditions of this Notice of Bond Sale. In the event that two or more bidders offer bids at the same lowest TIC, the District shall determine which bid, if any, shall be accepted, and its determination shall be final. The District reserves the right to waive irregularities and to reject any or all bids. Legal Opinion. The Series 2011B Bonds will be sold subject to the approving legal opinions of Gilmore & Bell, P.C. and White Coleman & Associates, LLC, Co-Bond Counsel, which opinions will be furnished and paid for by the District and printed on the Series 2011B Bonds and delivered to the successful bidder when the Series 2011B Bonds are delivered. Said opinions will also include the opinion of Co-Bond Counsel relating to the exclusion of the interest on the Series 2011B Bonds from gross income for federal and Missouri income tax purposes. Reference is made to the Preliminary Official Statement for further discussion of federal and Missouri income tax matters relating to the interest on the Series 2011B Bonds. Certification as to Offering Prices. To provide the District with information necessary for compliance with Section 148 of the Internal Revenue Code of 1986, as amended (the “Code”), the successful bidder will be required to complete, execute and deliver to the District prior to the delivery of the Series 2011B Bonds, a certificate regarding the “issue price” of the Series 2011B Bonds (as defined in Section 148 of the Code). For Series 2011B Bonds reoffered for sale, this certificate is intended to reflect the initial offering prices (excluding accrued interest and expressed as dollar prices) at which a substantial amount (i.e., 10% or more) of the Series 2011B Bonds of each maturity have been or are expected to be sold to the public. Prior to delivery of the Series 2011B Bonds, the successful bidder will execute and deliver to the District a written certification (the “Issue Price Certificate”) containing the following: (1) the initial offering price and interest rate for each maturity of the Series 2011B Bonds; (2) that all of the Series 2011B Bonds of each maturity were offered to the public in a bona fide public offering at the initial offering prices on Sale Date; and (3) on the Sale Date the successful bidder reasonably expected -5- that at least 10% of each maturity of the Series 2011B Bonds would be sold to the public at prices not higher than the initial offering prices. For purposes of the preceding sentence, “public” means persons other than bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters or wholesalers. In the alternative, for Series 2011B Bonds not reoffered for sale, such certificate may instead provide that the successful bidder has purchased the Series 2011B Bonds for its own account in a capacity other than as an underwriter or wholesaler, and currently has no intent to reoffer the Series 2011B Bonds for sale. At the request of the District, the successful bidder will provide information explaining the factual basis for the successful bidder’s Issue Price Certificate. This agreement by the successful bidder to provide such information will continue to apply after the issue date of the Series 2011B Bonds if (1) the District requests the information in connection with an audit or inquiry by the Internal Revenue Service or the Securities and Exchange Commission or (2) the information is required to be retained by the District pursuant to future regulation or similar guidance from the Internal Revenue Service, the Securities and Exchange Commission or other federal or state regulatory authority. In addition, the successful bidder shall provide such issue prices to the District and its Financial Advisors not less than 20 minutes after notification by the District or its Financial Advisors of acceptance of its bid for the Series 2011B Bonds. Delivery and Payment. The District will deliver the Series 2011B Bonds, properly prepared, executed and registered, without cost to the successful bidder on or about December 22, 2011 in book- entry form only through the facilities of The Depository Trust Company in New York, New York. The successful bidder will also be furnished with a certified transcript of the proceedings evidencing the authorization and issuance of the Series 2011B Bonds and the usual closing documents, including a certificate that there is no litigation pending or threatened at the time of delivery of the Series 2011B Bonds affecting their validity and a certificate regarding the completeness and accuracy of the Official Statement. Payment for the Series 2011B Bonds shall be made in federal reserve funds, immediately available for use by the District. Good Faith Deposit. The successful bidder (the “Purchaser”) is required to submit a good faith deposit in an amount equal to $522,500 (the “Deposit”) to the District in the form of an electronic transfer of federal reserve funds, immediately available for use by the District, as instructed by the District or its Financial Advisors, no later than 2:00 p.m. Central Time on the day on which the proposals are received. If the Deposit is not received by such time, the District may revoke its acceptance of the proposal. The Deposit of the Purchaser shall constitute a good faith deposit and shall be retained by the District to insure performance of the requirements of the sale by the Purchaser. In the event the Purchaser shall fail to comply with the terms of its bid, the Deposit will be forfeited as full and complete liquidated damages. Upon delivery of the Series 2011B Bonds, the Deposit will be applied to the purchase price of the Series 2011B Bonds or shall be returned to the Purchaser, but no interest shall be allowed thereon. If a bid is accepted but the District fails to deliver the Series 2011B Bonds to the bidder in accordance with the terms and conditions of this Notice of Bond Sale, the Deposit shall be returned to the Purchaser. Bond Ratings. The District has applied to Moody’s Investors Service, Standard & Poor’s Corporation, and Fitch Ratings for underlying ratings on the Series 2011B Bonds. Any explanation as to the significance of the ratings, when received, may be obtained only from the rating agencies. Ratings are not recommendations to buy, sell, or hold the Series 2011B Bonds, and such ratings may be subject to revision or withdrawal at any time by the rating agencies. Any downward revision or withdrawal of a rating may have an adverse affect on the market price of the Series 2011B Bonds. -6- Submission of Bids. Electronic bids via PARITY® must be submitted in accordance with this Notice of Bond Sale. During the electronic bidding, no bidder will see any other bidder’s bid or the status of their bid relative to other bids (i.e., whether their bid is a leading bid). Bidders may modify or cancel their bid at any time up to the end of the bidding. If provisions of this Notice of Bond Sale conflict with those of PARITY®, this Notice of Bond Sale shall control. Bids for the Series 2011B Bonds must be received before ___:___ a.m. on Thursday, December 8, 2011. The District and the District’s Financial Advisors shall not be responsible for any failure, misdirection, delay or error in the means of transmission selected by the bidder. PARITY®. All proposals must be submitted electronically through PARITY® and no other proposals will be considered. Information about the electronic bidding services of PARITY® may be obtained from i-Deal LLC at 1359 Broadway, 2nd Floor, New York, New York 10018, Phone No. (212) 849-5000 and from the following web site: www.newissuehome.i-deal.com. The District shall not be responsible for proper operation of, or have any liability for, any delays, interruptions, or damages caused by use of the PARITY® system. The District is using the PARITY® system as a communication mechanism, and not as the District’s agent, to conduct the electronic bidding for the Series 2011B Bonds. The use of the PARITY® system shall be at the bidder’s risk and expense, and the District and its agents shall have no liability with respect thereto. The bids must be received as provided herein and by the time specified. The District is not bound by any advice or determination of PARITY® to the effect that any particular bid complies with the terms of this Notice of Bond Sale and the bid specifications. An electronic bid made through the facilities of PARITY® shall be deemed an irrevocable offer to purchase the Series 2011B Bonds on the terms provided in this Notice of Bond Sale, and shall be binding upon the bidder as if made by a signed, sealed bid delivered to the District. Preliminary Official Statement and Official Statement. The District has prepared a Preliminary Official Statement, copies of which may be obtained from the website of Public Financial Management, at https://www.pfm.com/BondCalendar. Upon the sale of the Series 2011B Bonds, the District will adopt the final Official Statement and will furnish the Purchaser with no more than 50 copies of the final Official Statement within seven business days of the acceptance of the Purchaser’s proposal in order to comply with Rule 15c2-12(b)(4) of the Securities and Exchange Commission and Rule G-32 of the Municipal Securities Rulemaking Board. The District’s acceptance of the successful bidder’s proposal for the purchase of the Series 2011B Bonds shall constitute a contract between the District and the Purchaser for purposes of said Rules. Additional copies of the Official Statement may be ordered by the Purchaser at its expense. Continuing Disclosure. The District covenants and agrees to enter into a Disclosure Dissemination Agent Agreement, constituting an undertaking to provide ongoing disclosure about the District, for the benefit of the bondholders on or before the date of delivery of the Series 2011B Bonds as required by Section (b)(5)(i) of Rule 15c2-12 of the Securities and Exchange Commission, which Disclosure Agreement shall be in the form as may be agreed to in writing by the Purchaser. The District is in full compliance with each and every undertaking previously entered into by the District pursuant to Rule 15c2-12. CUSIP Numbers. It is anticipated that CUSIP numbers will be printed on the Series 2011B Bonds and the Purchaser agrees by submitting its bid proposal to pay the cost thereof. In no event will the District, Co-Bond Counsel or the Financial Advisors be responsible for the review or express any opinion that the CUSIP numbers are correct. Incorrect CUSIP numbers on the Series 2011B Bonds shall not be cause for the Purchaser to refuse to accept delivery of the Series 2011B Bonds. -7- Additional Information. Additional information regarding the Series 2011B Bonds may be obtained from the District’s Financial Advisors: Public Financial Management, Inc., 801 Grand Avenue, Suite 3300, Des Moines, IA 50309, Attention: Jeanne Vanda (515) 724-5722 or Tionna Pooler (515) 724-5725; or ButcherMark Financial Advisors LLC, 1120 Avenue of the Americas, 4th Floor, New York, New York 10036-6700, Attention: Roy Torkelson (212) 719-2632. DATED this ___ day of November, 2011. THE METROPOLITAN ST. LOUIS SEWER DISTRICT By: KARL J. TYMINSKI Secretary-Treasurer The foregoing Resolution was adopted November 21, 2011 by the following vote – Ayes – E. Ross, D. Visintainer, J. Goffstein, R. Berry, and G. Feldhaus. Nays – None. Secretary-Treasurer