dissenting.
I disagree with the majority. I believe that the Yavapai Community Hospital Association (Association) is an instrumentality of the Yavapai County Hospital District (District), the board of directors of which is elected by a political subdivision of the state within the meaning of A.R.S. section 38-431(5). I do not agree with the majority’s conclusion that the statute’s language is so clear and unambiguous that we need not resort to legislative history to determine its meaning. What is clear beyond quibble—indeed, what the appellants concede—is that the statute’s legislative history evinces a clear intent to subject this association, and others like it, to the provisions of the Open Meeting Law. I turn first to that legislative history to dispel any doubt on this point.
Five years ago, Representative Jerry Everall, who represented the state legislative district that includes Prescott, requested an opinion from the Attorney General of Arizona as to whether the Association was subject to the Open Meeting Law as the law was then worded. In Attorney General Opinion Number 184-091, dated June 24, 1984, the Attorney General opined that the Association qualified as a “public body” because the District was a political subdivision and the Association’s directors were “appointed” by the residents of that subdivision. On July 24, 1984, the Association wrote to the Attorney General and requested that he reconsider his opinion. It argued that the election of members of the Association’s board of trustees by the Association’s membership was not equivalent to the appointment of members of the *42board of trustees by the District itself. The letter stated in part:
The Association board is not selected by electors of the District. The Association Board of Directors is elected by persons over the age of eighteen who reside within the territorial boundaries of the District. The District is a political subdivision and thereby constitutes a separate entity. By defining an electorate of the Association to be residents of the District of at least eighteen years of age [and] allowing each such member to vote in the election for directors of the Association, no action is taken by the political entity of the District.
The actual election of Association board members must not be confused with the process of appointment. The word ‘appointed’ as used in A.R.S. § 38-431.5 is consistent with the selection of members of a board of directors by a separate political entity, but is inconsistent with the voting procedures utilized by the Association in the election of its board members.
In response to this letter, the Attorney General issued an addendum opinion numbered 184-091 on August 9, 1984. The opinion reached the following conclusion:
Upon further examination, we now revise our opinion based upon the fact that the Association’s board is elected rather than appointed by the District, a political subdivision, and now conclude that the Association is not subject to Arizona’s Open Meeting Law. We do not believe that the word ‘appointed’ as it is used in A.R.S. § 38-431.5 encompasses the actual election, rather than appointment, of the Association board members.
On January 22, 1985, Representative Dave Carson of Yavapai County, among others, introduced HB 2115. The bill sought to amend A.R.S. section 38-431(5) to provide that the term “public body” would include “all corporations and other instrumentalities whose boards of directors are appointed OR ELECTED by the state or political subdivision.” The minutes of a March 5, 1985, meeting of the House Committee on Government Operations include the following statement concerning HB 2115:
Mr. Carson said that this bill would close some loopholes in the current law governing open meetings.
HB 2115 passed both houses of the legislature and was signed by the Governor. It became effective August 7, 1985. Laws 1985, ch. 203, § 1. Thus, as I have already observed, the statute was amended for the specific purpose of bringing this very association, and others like it, under the Open Meeting Law.
The majority holds that no matter how clear the legislature’s intent in passing the 1985 amendment to A.R.S. section 38-431(5) was, the amendment was not legally sufficient to bring the Association and similar organizations within the reach of the Open Meeting Law because the words that the legislature selected to achieve this aim fell short of their mark. I therefore examine the language that the legislature chose to accomplish its goal. In doing so, I am mindful that the statute is to be construed in favor of requiring open and public meetings. A.R.S. § 38-431.09. The Open Meeting Law applies to meetings of “public bodies,” which are defined as follows:
[T]he legislature, all boards and commissions of the state or political subdivisions, all multi-member governing bodies of departments, agencies, institutions and instrumentalities of the state or political subdivisions, including without limitation all corporations and other instrumentalities whose boards of directors are appointed or elected by the state or political subdivision.
A.R.S. § 38-431(5) (emphasis added).
At oral argument, counsel for Prescott Newspapers conceded that even though a corporation’s board is elected by a political subdivision, it is not subject to the Open Meeting Law unless it is an instrumentality of the state or a political subdivision thereof. However, it was counsel’s position that the election proviso informs the meaning of the term “instrumentality.” Consequently, the first question to be resolved is whether it is reasonable to say that the Association is such' an instrumentality. The majority *43has already described the relationship between the District and the Association. An abbreviated recapitulation serves to emphasize that relationship.
The powers, duties, and responsibilities of the District and the Association are closely bound together, and the District has a high degree of control over the Association. The hospital is owned by the District. The District could operate the hospital itself were it not for the fact that the District has bonded indebtedness and must therefore lease the building to a non-profit corporation. A.R.S. §§ 48-1910, -1911. The Association pays rent that is adjusted to meet the interest payments and to reduce the principal due on the District’s bonded indebtedness. The Association is also the District’s agent in dealing with the District’s tangible assets. The Association issues no stock and has no shareholders. Some of the hospital’s excess revenues must be used to upgrade the facilities and equipment that belong to the District.
The whole purpose of the statutory scheme and of the lease itself is to provide for the construction and operation of a hospital to serve the public. The Association has agreed to operate the hospital for the general public and to “furnish hospitalization and medical and mental health care to the indigent sick as may be negotiated with the Board of Supervisors of Yavapai County, all pursuant to the applicable statutes of the State of Arizona.” It therefore, at least in part, fulfills a governmental function.
The majority takes its definition of the word “instrumentality” from Webster’s Third New International Dictionary. According to Webster’s, the word connotes an agency by which a controlling entity carries out one or more of its functions. While the word may not perfectly fit the relationship between the District and the Association, I believe that its definition is broad enough to apply to it.
I next consider whether the trustees of the Association are elected by a political subdivision. In this respect the statute is very inartfully worded. A political subdivision cannot, on its own, elect anyone. This very lack of art, however, illustrates the need to resort to legislative history.
Since the language must mean something, I take the legislature’s intent to have been that the condition applies when the residents, or some class of residents, of a discrete political subdivision elect the trustees. In this case, all persons who are at least eighteen years of age and who reside within the District may vote for members of the board of trustees of the Association. It is the residents of the District, a political subdivision, who elect the trustees. Taken literally, this electoral provision falls squarely within the statute.
The majority reasons that because those who may vote for the trustees need not be qualified electors of the District, the trustees are not elected by a political subdivision. It is certainly true that the set of persons eligible to vote for the trustees of the Association is not identical to the set of persons eligible to vote for the District’s directors. Given the public policy of the Open Meeting Law, I think that this fact undercuts, rather than supports, the majority’s argument. It would be hard to imagine an electoral scheme that better acknowledges the direct interest of the general public in the affairs of the Association than one that allows all residents to vote, whether or not they are registered to do so in other elections.
The Association argues that if the Open Meeting Law is interpreted to apply to the Association, all sorts of corporations that contract with governmental agencies will unexpectedly be brought within the law’s ' purview. I doubt this. Pew government contractors are subject to the kind of ties that bind the District and the Association. In any event, as the North Carolina Court of Appeals observed in a case similar to this one, “each new arrangement must be examined anew and in its own context.” News & Observer Publishing Co. v. Wake County Hosp. System, Inc., 55 N.C.App. 1, 11, 284 S.E.2d 542, 548 (1981).
My conclusion that the Association is an instrumentality of a political subdivision whose board is elected by a political subdivision requires me to address other issues *44raised by the Association. The first of these is the claim that the “retreat” which the board planned was not a “meeting” within the meaning of A.R.S. section 38-431(3). That section defines a “meeting” as a “gathering of a quorum of members of a public body to propose or take legal action, including any deliberations with respect to such action.” “Legal action” includes deliberations by a majority of a public body with respect to a matter that could foreseeably come to a vote by that body. Valencia v. Cota, 126 Ariz. 555, 556-57, 617 P.2d 63, 64-65 (App.1980). It is undisputed that the purpose of the “retreat” was to enable the board of trustees to evaluate its performance, to set goals for the coming year, and to develop ways for meeting those goals, including the calendaring of certain matters. In my opinion, a gathering of the board members for such purposes would necessarily include deliberations with respect to matters that might foreseeably come to a vote.
The Association also argues that requiring it to open its meeting offends its members’ right to privacy and free speech. It cites no authority that genuinely supports this thesis, and I am aware of none. Several cases support the opposite view. See Cole v. State, 673 P.2d 345, 350 (Colo.1983); St. Cloud Newspapers, Inc. v. District 742 Community Schools, 332 N.W.2d 1, 7 (Minn.1983).
Since the appellees have not prevailed, I will not address the attorney’s fees issue, except to say that given the result that the majority reaches on the merits, its conclusion as to the attorney’s fees issue is correct.