Agenda Items & Discussion

• Annual election of officers: The board held its annual officer elections with a quorum of six members present.
• Approval of minutes from the previous meeting.
• Change-of-control request – Ben Infrastructure LLC / Urban Story Ventures: The board discussed a formal written request regarding a potential change of control tied to Mr. White's development entity. Counsel explained that other local investors originally attracted to the project had largely been bought out, and that while there was no formal change of control at Urban Story Ventures itself, there appeared to be an indirect change of control at Ben Infrastructure LLC because its majority ownership/membership interest had changed. Board members noted the request and related letter were confusing since the letter referenced an entity not clearly tied to Ben Infrastructure LLC, and asked for more clarification before acting.

Key Decisions & Votes

• Chair: Althia Jones nominated and elected by voice vote, no opposition.
• Vice Chair: Gordon nominated and elected by voice vote, no opposition.
• Secretary: Jim Floyd nominated and elected by voice vote, no opposition.
• Assistant Secretary: Nadia nominated and elected by voice vote, no opposition.
• The board declined to vote immediately on the Ben Infrastructure LLC change-of-control request, with members indicating they wanted more time and clarification; counsel offered to follow up with a summary memo before a future vote.