MINUTES OF THE 2018 ANNUAL MEETING OF THE US CHESS TRUST

The US Chess Trust held its annual meeting on August 2, 2018, at the Marriott Madison West Hotel in Middleton, WI.  Those trustees present in person included President Jim Eade (CA/N), Secretary Myron Lieberman (AZ), Vice President for Chess in Education Sunil Weeramantry (NY), and Chairman Harold Winston (IL).  Managing Director Al Lawrence was also present in person.

Trustees connected by telephone included Stuart Chagrin (NJ), Steve Doyle (NJ), Leroy Dubeck (NJ), Beatriz Marinello (NY), Tim Redman (TX), and Shane Samole (FL).

Those persons present in the audience included (but were not limited to) the following: Joshua Anderson (PA), Dewain Barber (CA/S),  Jeff French (TX), Troy Gillispie (TX), Maureen Grimaud (SC), Ruth Haring (CA/N), Rachel Lieberman (AZ), Janelle Losoff (NV), Daniel Lucas (GA), Melinda Matthews (GA), US Chess Executive Director Carol Meyer (NC), Elliott Neff (WA), US Chess Secretary Mike Nietman (WI), John D. Rockefeller V (MD), Chess Life Online Editor Jennifer Shahade (PA), Jim Stallings (TX), and US Chess Executive Board Member Chuck Unruh (OK).

Call to Order – The meeting was called to order at 4:05 PM. Tim Redman suggested a moment of silence in honor of former US Chess Executive Director Gerry Dullea. Harold Winston called for the moment of silence, which then was taken. Al Lawrence next mentioned a new “Thank You” project where beneficiaries of the Trust’s contributions say thanks through a series of short videos. He showed a video which featured former Samford Fellow GM Wesley So who expressed what the Samford Fellowship meant to him. He thanked the people involved in the Samford Fellowship program. Al Lawrence pointed out that other “Thank You” videos will be posted at www.uschesstrust.com. The Wesley So video can be seen there and on You Tube now.

Chairman’s Report – Harold Winston gave a report on the activities of the US Chess Trust (the Trust) that took place during the past year.  The Trust distributed 688 sets and boards to 98 schools in 35 states and purchased 210 US Chess memberships. A three year agreement was reached with US Chess thanks to Al Lawrence, Mike Hoffpauir and Allen Priest. 

The Trust received an anonymous gift of $5000.00 in support of Women’s Chess. The funds have been used (in consultation with the US Chess Women’s Chess Committee) to support regional women’s and girls’ tournaments (Special thanks to the donor). The Trust also received two notable bequests. 

National Invitational Tournaments – The Trust is proud to sponsor the Denker and Barber tournaments and co-sponsor the National Girls’ Tournament of Champions (NGTOC). The three events totaled 143 players in 2018. He noted that next year he hopes to support the National Senior Tournament of Champions (NSTOC) and praised David Grimaud and Jon Haskel for their work in setting up that event. Harold Winston thanked Dewain Barber and the emcee for their fine work on the Opening and Closing ceremonies for the three invitational events and saluted Maureen Grimaud for organizing the Parents Get Together and promoting the NGTOC and women’s chess in general. 

Continuing Programs – The trust continued to sponsor the Scholar Chessplayer program (thanks to help from Sunil Weeramantry’s National Scholastic Chess Foundation) and the Collegiate Final Four (thaks to donations from Two Sigma and Booz Allen Hamilton, the work   of Mark Herman and the support of Mike Hoffpauir). 

Harold Winston thanked Al Lawrence for his work as Managing Director, Leroy Dubeck for his work as Treasurer, and Myron Lieberman for his work as Secretary. He also stated that he hopes the Trust will sponsor another Koltanowski Conference on Chess in Education in the future.  

Hall of Fame – Harold Winston said that one of his greatest pleasures was inducting the new inductees to the US Chess Hall of Fame (USCHOF) at the opening ceremonies of the US Championship and US Women’s Championship in St. Louis. This year the inductees were GM Alex Onischuk and Bill Goichberg. He presented Bill Goichberg with his plaque at the Chicago Open.   The World Chess Hall of Fame (WCHOF) had 14,582 visitors and 33 school trips in 2017. So far in 2018 they have had 9346 visitors. Their digital interactive program allows visitors to access biographical information and games of inductees. He mentioned the museum’s current exhibitions and acknowledged the work of the curator and staff.

Harold Winston then acknowledged those in the audience who are active with scholastic chess including John D. Rockefeller V of MD, a possible new Trustee. The Trust currently has a limit of 14 trustees.  Harold Winston offered the following two resolutions:

CT 18 – 01 (Winston, Eade):  Change the limit of 14 to 15 (trustees). Passed Unanimously

CT 18 – 02 (Winston):  Nominate John D. Rockeller V as a Trustee. Passed Unanimously after recommendation by VP of Scholastic Chess Sunil Weeramantry.

Harold Winston then welcomed John D. Rockefeller V to the Trust. A round of applause followed, after which the new Trustee took his seat on the Board.

Managing Director’s Report – Managing Director Al Lawrence said that it was a joy for him to be helping with the Trust’s programs, which are so generously funded. He pointed out the presence of US Chess Executive Director Carol Meyer and US Chess President Mike Hoffpauir in the audience. He pointed out that we have accomplished a lot working together in the last few years. One accomplishment was the development of a searchable database of US Chess Trust donors, which is very important for our future. Al Lawrence noted that the Trust and US Chess have reached a multi-year agreement that delineates the projects for each organization now that both have 501 (c) (3) status. He described it as a very constructive agreement and he is pleased with it. 

National Invitational Tournaments (Denker, Barber and NGTOC) – Al Lawrence noted that the three national invitationals that were just completed have become a central draw to the whole US Open. All three are at least partially funded by your donations to the US Chess Trust and in particular to the generosity of Dewain Barber, the founder and impressario of these tournaments. 

Thank You Project – Al Lawrence noted that the Trust’s website and social media pages are being refreshed and a central part of that is the Thank You project that was demonstrated at the start of the meeting. He pointed out that in that video GM Wesley So said that without the Samford Fellowship, which is a part of the Trust’s master program, he would not have continued in chess.

Low Overhead – Al Lawrence announced that this year, for the first time, the Trust has special chess boards marked “US Chess Trust” and displayed one. The boards do not cost more. He emphasized that the Trust has low overhead. None of the Trustees are compensated or reimbursed for expenses. He has a small salary as Managing Director and the only other personnel expense is for web services. Al Lawrence noted that the US Chess Trust’s percentage spent for administration is lower than that for the Salvation Army, meaning that donations to the Trust get out to kids, vets and other good programs.

President’s Report – President Jim Eade called attention to the current and former US Chess Executive Board members and Women’s Committee Chair Maureen Grimaud who were present at the meeting. He thanked all of the Trustees for what was really a wonderful year for the Trust. He singled out Chairman Harold Winston and called him our long time leader, referring to himself as “Number two”. Jim Eade commended Managing Director Al Lawrence for doing a tremendous job, saying that now he doesn’t go to sleep worried about the Trust. Jim Eade noted that Al Lawrence keeps him informed, takes care of things and he couldn’t be happier with Al’s performance. Jim Eade acknowledged the work of Treasurer Leroy Dubeck, pointing out that this has been a tremendous year for our finances. He also acknowledged the work of Secretary Myron Lieberman, noting that it is wonderful to have all of that (documentation) taken care of so we don’t have to worry about it. Jim Eade then thanked all of the Trust officers and Trustees.

Chess at Senior Centers – Jim Eade indicated that for a long time he was wanting to place chess sets and boards in Senior Centers across the country. He asked if anyone objected to expanding the donation of sets and boards to include Senior Centers. No objections were heard. Tim Redman pointed out that Leroy Dubeck has done very significant work in the field of chess and physical exercise, which spills over into the beneficial effect of chess on Alzheimers. Myron Lieberman noted that expanding the program to include seniors could result in seniors being motivated to help bring chess to children, which could benefit both the seniors and youth. Beatriz Marinello mentioned the activities of the Checkmating Dementia corporation. Jim Eade pointed out that both he and Beatriz Marinello are Board members of “Checkmating Dementia”. Harold Winston then offered the following motion, which was seconded by Myron Lieberman and others.

Please note: Leroy Dubeck is also on the Checkmating Dementia Board. And Beatriz Marinello is their President. For more information please visit www.checkmatingdementia.org. 

CT 18 – 03 (Winston):  The Chess Trust approves the donation of chess sets to senior centers. Passed Unanimously

Jim Eade said that he is also in favor of sponsorship of the Senior Open. He thanked all of the Trustees for all of their contributions, both monetary and otherwise. He indicated that he is very glad to work with this organization. Jim Eade expressed his appreciation to the Trustees and said in summary “We all have our own oars but we are in the same boat and we are all pulling in the right direction.” He thanked all for giving him the opportunity to serve the Trust.

Treasurer’s Report – Treasurer Leroy Dubeck noted that the Treasurer’s report will be presented in two separate sections. The first will address last year’s performance (The Trust’s fiscal year goes from June 1 through May 31). The budget for next year will be presented after decisions are made that could affect the budget. The Trustees have received the audited financial statements for FY 2018 (which included FY 2017 for comparison). Copies were distributed at the meeting for others who wanted them. Leroy Dubeck referred to specific items in that document when presenting last year’s performance. 

Net Assets – Leroy Dubeck noted that net assets included $123,783 in temporarily restricted assets (up from $108,136 from the previous year) and $1,037,948 in unrestricted assets (up from $708,526) for total net assets of $1,161,731. He pointed out that this is the first time in the Trust’s history that total net assets have exceeded the million dollar mark and described it as a major achievement. Leroy Dubeck indicated that more of the Trust’s assets will be restricted when we finish establishing a separate restricted account for the Barber. There were two $21,000 deposits made. They, along with interest accrued to date, will be added to the restricted account and removed from the unrestricted total. It will not affect total net assets. He pointed out that the $38,767 for the Hall of Fame (no change from last year) is an estimate of the value of the items we have at the Hall of Fame. 

Investments – The Trust owns 20,000 shares of United Biomedical, Inc., a privately held company donated to the Trust in 2007, the value of which has not been determined as of May 31, 2018. It has been carried at zero value. At some point in time its majority owners may take the company public or sell it, at which time the value of the shares may be determined and added to net assets. The funds in the Trust’s Oberweis account were 78% invested in stocks and bonds, which generated $29,427 in interest and dividends and $36,770 in capital appreciation. That total ($66,197) amounted to about 10% of what the Trust had at Oberweis, a similar result to the previous year. Leroy Dubeck called the two years at about a 10% return an excellent result. He pointed out that in addition to that we have $120,000 in a money market account at the Bank of New York earning 1.5% and another $100,000 in a CD earning 2.5%. 

Bequests – Leroy Dubeck pointed out that a reason for the large increase in net assets was the receipt of two bequests of $150,000 each. 

Caution – Possible reduction in donations – Leroy Dubeck noted that as part of the tax cuts that were implemented there was an increase in the standard deduction. That could mean that more taxpayers will take the standard deduction and not itemize their deductions. That could mean fewer tax deductible charitable donations and a lower response rate to solicitations. 

Caution – Possible reduction in investment performance – Leroy Dubeck said that our return on investments has been terrific for the last two years but he is concerned that it may not continue for another year. He mentioned the trade wars and large drops in value of major corporations that have already occurred.

Nearing Trust – Leroy Dubeck pointed out that The Nearing Trust donates 3% of its investment gain to chess. Income from the Nearing Trust last year was $8,947, but their income could be adversely affected by the trade war with China. Originally the Nearing Trust wanted to donate directly to the US Chess Federation, but since USCF was not 501 (c) (3) the donation was made through the Trust. Now that USCF is 501(c)(3) the situation needs to be clarified. Leroy Dubeck and Harold Winston sponsored the following motion, which was read by Harold Winston:

CT 18 – 04 (Dubeck, Winston):  Resolved, that The Nearing Trust income will be equally split between the US Chess Trust and the US Chess Federation. Passed Unanimously

Harold Winston pointed out that he believes the US Chess Federation’s Executive Board (EB) takes the same position. Chuck Unruh, who is a current EB member, was in the audience and confirmed that is correct.

VP for Scholastic Chess Report – VP for Scholastic Chess Sunil Weeramantry said that after consultation with the Board of his National Scholastic Chess Foundation (NSCF), the NSCF will continue to sponsor the Scholar-Chessplayer Awards. He noted that the NSCF has received software that will enable applications for the Scholar-Chessplayer Awards to be received online. Other documents can be uploaded so all of the necessary information can be in one place.

Sunil Weeramantry mentioned that one of the bequests the Trust received was from a student of his, Michael Caglioti. He provided an overview of Michael Caglioti which served as a fitting memorial to him. It pointed out that Michael Caglioti was a quadriplegic who tried to play in as many tournaments as he could and earned a rating of around 2000 and an even higher correspondence chess rating at his peak. Michael Caglioti became a lawyer in DC and kept in touch. Sunil Weeramantry said that Michael Caglioti was a great inspiration to him and was the first disabled player that he taught. He closed by saying “Thank you very much” to Michael Caglioti.

Secretary’s Report – Secretary Myron Lieberman noted that the minutes have been circulated and approved prior to this meeting and so has the motions file that lists everything that happened since the last meeting until now. He said that that constitutes his report. Harold Winston thanked Myron Lieberman for the fine job he has done. Leroy Dubeck asked for a round of applause for Myron Lieberman, who has done a wonderful job. Applause followed.

VP for Chess in Education Report – VP for Chess in Education Tim Redman pointed out that the Trust supported the first International Conference on Chess in Education in 2001 in Dallas (the Kolty Conference) with $15,000. The focus was on “Does chess improve academic performance?” which he described as “The Holy Grail”. He noted that we found some answers but not all that we wanted. He continued by pointing out that a decade later the Trust supported a second Kolty Conference, where the emphasis was on “Does chess help Character development?”, with another $15,000 commitment. Another decade will have passed in 2021 and Tim Redman requested support for a third Kolty Conference in 2021. He said that he would convene it and donate his services as always. He would like the conference to be held at the US Open in Cherry Hill, NJ, in 2021 and be under the supervision of Professor Leroy Dubeck, who did the first major study of the effect of chess on physiology ever published in the English language. Tim Redman also solicits the help of Beatriz Marinello to enhance the international flavor of the conference and indicates that he will help write, advertise and look at the calls for papers and proposals. Tim Redman indicated that due to travel limitations he would not be able to attend but pointed out that Leroy Dubeck lives only a “hop, skip and a rickshaw ride” from Cherry Hill and suggests that Professor Dubeck be given the general assignment of organizing the event. Tim Redman requests $15,000 from the Trust for the Third International Conference on Chess in Education. Leroy Dubeck pointed out Beatriz Marinello’s work with children and suggests that she take the larger role, but he is OK with the idea. Beatriz Marinello also indicated acceptance of the idea. Harold Winston offered the following motion, seconded by Leroy Dubeck:

CT 18 – 05 (Winston):  I move that the US Chess Trust commits $15,000 to support the Third Koltanowski International Conference on Chess in Education to be held at the 2021 US Open. Passed Unanimously

Tim Redman noted that his idea would be to have an interdisciplanary approach for the third Kolty Conference, such as chess in the teaching of history, geography, music, etc. He indicated that we are making forward progress.

Mike Nietman asked whether there would be enough room at the US Open site. Leroy Dubeck indicated that space wouldn’t be a problem, noting that we have the whole hotel. Discussion followed regarding the logistics of interfacing with US Chess for the necessary space and time for the conference. Tim Redman believed that the best time to hold it is on the Monday and Tuesday before the workshops start. It was agreed that Al Lawrence and Carol Meyer would work together on it.

Women’s Regionals – Harold Winston noted that in his report he referred to a $5,000 donation for women’s chess from an anonymous donor. He pointed out that we committed $4,000 to women’s regionals and reserved the remainder for up to two $500 donations for events coming up soon. He will check with Maureen Grimaud and the Women’s Chess Committee and hopefully get everything finalized. Harold Winston expressed appreciation to the donor and said that the Trust is very  pleased to be supporting women’s chess.  

Invitational Tournaments of Champions – Harold Winston called on Dewain Barber to report on the Denker, Barber, and NGTOC tournaments. Dewain Barber thanked US Chess for “living with us for 34 years”. He pointed out that GM Arnold Denker wanted something to happen to help kids. He contacted the scholastic people regarding an event that might hand out trophies or something like that. Dewain Barber noted that this year’s event showed what it has grown to be and said that it is a great pleasure to have the Denker and Barber committees and their chairs as well as the staff to help make it happen. He asked how many scholastic events can say they have had 22 masters? He responded “Not a lot.” and said that we did this year and that the Denker had 24 masters last year. The Barber had six masters this year and in past years as many as 11. Dewain Barber pointed out that it is very important that our dedication is to all state affiliates regardless of whether the state’s representative is rated 1100 or 2570. He said that Maureen Grimaud has done a wonderful job on the “Meet and Greet” and that activity is important. Please see her separate NGTOC report below. Dewain Barber pointed out that scholarship funds are now available for these young people and emphasized that is the traditional direction that US Chess should go in. He ended his report by saying that we had good turnout and look forward to going to Orlando where we hope every state affiliate will participate. Harold Winston thanked Dewain Barber, calling him a wonderful person for working with these events and making sure that they get to be as strong as possible. He called what Dewain Barber has done remarkable and pointed out that Dewain Barber has also provided for the future. 

Harold Winston pointed out that Beatriz Marinello would need to leave the meeting soon and asked if there was anything that she wanted to bring up before she left. He then asked her about The World Junior Championship for the Disabled.

World Junior Championship for the Disabled (WJCD) – Chief organizer Beatriz Marinello described this FIDE event and indicated that the main goal of the organizing committee is to make chess more accessible and attractive to everybody. She thanked energy bar maker KIND, the Trust and the Accessibility and Special Circumstances Committee (A&SCC) chaired by Janelle Losoff for their support. Please note: The Trust supports the WJCD when it is held in the US. The 2018 WJCD takes place in Cherry Hill, NJ, starting a few days after this meeting (August 8-12). 

Among the benefits to the Trust is recognition by FIDE, such as the following comment on FIDE’s website at www.fide.com/component/content/article/1-fide-news/11097-2nd-fide-world-junior-chess-championship-for-the-disabled.html, which also contains full details of the event. “The US Chess Trust’s Dr. Leroy Dubeck made a surprise appearance, easily impressing and charming our young players and parents. Dr. Leroy Dubeck was the President of the US Chess Federation when Bobby Fischer was the World Champion and is the Treasurer of the US Chess Trust, the main sponsor of this prestigious and very special event. The organizing committee is especially thankful for their contribution and support.” Thanks to Dora Leticia Martinez for the coverage, to Treasurer Dr. Leroy Dubeck for attending, and to the New Jersey State Chess Federation for their support.

National Girls Tournament of Champions (NGTOC) – Maureen Grimaud reported on the NGTOC. She stated that the meet and greet was so successful that some of the participants had to be kicked out when it was over because they didn’t want to leave and pointed out that after the NGTOC Meet and Greet many of the parents asked how to keep these girls in contact with each other. They want to stay connected. Some states have very few girls participating in chess events. Maureen Grimaud said that was what gave her the idea of holding a parents’ “Town Hall” meeting the next day. Thanks to Carol Meyer she was able to get a room to hold it on the spur of the moment. 22 states participated and the meeting lasted for an hour and a half. Carol was taking notes and they were brainstorming on how they would be able to connect and continue their relationship as well as how they could grow the number of girls and women in chess. Their main concern was “What do we do now? An effort is being made in the mid-Atlantic to form a closed group, use a list of contacts and see what happens. Some girls will organize their own tournaments. Harold Winston called for a round of applause, which was given. Tim Redman pointed out that one of the most important things that we need to have come out of these events is people getting together and forming networks. He noted that some of the most important things that happen at the Kolty Conferences come not from the presentations but from the coffee breaks. 

Oral History Project – Al Lawrence pointed out that the Oral History Project is something that we wanted to get to the front burner for a long time and that we were reminded of that today with the impact of Dr. Dullea’s death. He said that it is very regrettable that we didn’t get this going and interview Dr. Dullea who had such remarkable experiences but it illustrates the idea of why we need to move forward on this quickly. Al Lawrence noted that the Chess Journalists of America (CJA) has made their network of journalists available to interview people “whose head contains all of this chess history”. The journalists will do this for expenses only that would be pre-approved by the Chess Trust. Al Lawrence introduced CJA President Joshua Anderson, who reported on the oral history project. Tim Redman said that “An institution that loses its history loses its identity”. Harold Winston agreed. 

Joshua Anderson said that the first thing that he, Al Lawrence, Andy Soltis, John Donaldson, Pete Tamburro and others did was start collecting names of people who need to be interviewed. They would prepare packets similar to the oral history packets put together by the Library of Congress for Vietnam era oral histories and use them as a framework for interviews. He estimated that they would have about 50 or 60 interviewees and 20 or 30 interviewers. Joshua Anderson said that Shannon and Emily at the Chess Hall of Fame were interested and that he reached out to publisher Robby Franklin. Tim Redman suggested that perhaps the print media was not the best for the oral history. Discussion followed. Joshua Anderson pointed out that we are in the process of finding out how best to do this with the Hall of Fame, print media, and online. Particularly he focused on how researchers can access the material quickly and easily. Al Lawrence pointed out the intent that the oral histories will be available on the Chess Trust, US Chess and Hall of Fame websites. Harold Winston thanked Joshua Anderson and called for a vote on a $2,000 budget commitment for the Oral History Project. Leroy Dubeck made the motion, seconded by Harold Winston.

CT 18 – 06 (Dubeck/Winston):  Move that the Trust commit $2,000.00 to the Oral History project. Passed Unanimously. Harold Winston noted that Beatriz Marinello had already left.

National Senior Tournament of Champions (NSTOC) – Harold Winston reported that the NSTOC was started this year and was very successful. A donation of $1,000 was received earmarked for the NSTOC next year contingent on the Trust contributing a total of $3,000 (including that donation). Tim Redman mentioned that Leroy Dubeck has done very significant work on exercise and chess physiology that is likely to have a major impact on Alzheimers. He suggested that maybe we should broaden our outlook and look to the guidance of Leroy who has done this groundbreaking research and start to talk about the major health problem of our time, which is Alzheimers. Harold Winston noted that it is a good topic for discussion but for now we need to have the money for the NSTOC so that US Chess can make appropriate plans. Harold Winston moved, seconded by Leroy Dubeck, to budget $3,000 to support the NSTOC next year. 

CT 18 – 07 (Winston, Dubeck): Move to budget $3,000 to support the National Senior Tournament of Champions next year. Passed Unanimously

Discretionary Fund – Harold Winston asked Treasurer Leroy Dubeck to speak about a proposed discretionary fund. Leroy Dubeck had expressed concern in his Treasurer’s Report that income from donations and from investments might be lower than last year. He addresses this possibility in his proposed budget, which will include an item identified as Additional Fundraising. This is a $10,000 line of credit which can be used at the discretion of the officers if needed. Leroy Dubeck moved and Tim Redman seconded a motion to authorize the additional fundraising.

CT 18 – 08 (Dubeck, Redman):  Approve additional fundraising in the amount of $10,000 in case we need it. Passed Unanimously

Managing Director Contract – Harold Winston pointed out that Managing Director Al Lawrence was on a two year contract and has done an excellent job. He proposed a new two year contract with a 10% increase. Tim Redman and others seconded.

CT 18 – 09 (Winston, Redman):  Approve another two year contract for Managing Director Al Lawrence with a 10% increase. Passed Unanimously

Budget – Al Lawrence asked Leroy Dubeck if we would be doing anything with the Armed Forces Championship as we did last year. He noted that many volunteers run it and it is an excellent cause. It is good for fundraising to mention the Armed Forces. Our commitment last year was $500. Leroy Dubeck indicated it will be budgeted at the same amount and in relation to fundraising. No motion is needed. Leroy Dubeck pointed out that the budget is similar to last year with some exceptions. We have added $2,000 for the Oral History Project, $3,000 for the National Senior Tournament of Champions, and $10,000 for additional fundraising. Administrative expenses were increased by $2,700 since Al Lawrence’s new contract starts on September 1, 2018. He moved approval of the budget. Jim Eade seconded.

CT 18 – 10 (Dubeck, Eade): Move the adoption of the budget. Passed Unanimously

Harold Winston called for new business. As no new business was forthcoming the meeting moved on to the election of officers.

Election of Officers – Harold Winston requested a motion for the election of officers. Tim Redman moved that all current officers be re-elected. Harold Winston pointed out that this would include re-election of Al Lawrence as Executive Secretary and that the election is for a one year term.

CT 18 – 11 (Redman):  Move re-election of all current officers. Passed by voice vote with Myron Lieberman abstaining.

Harold Winston thanked everybody for attending the meeting and noted that he has receipts with him for anyone who wants to make a donation. Several pledges were received.

The meeting was adjourned at 5:38PM.