January 2018 - arrl-odv - reflector.arrl.org

[arrl-odv:26955] Announcement to ODV
by Gallagher, Tom, NY2RF (CEO) 18 Jan '18

18 Jan '18

As I announced to senior staff this morning, I am resigning from ARRL effective today. But I wanted to thank all of you for your help and support over the past two years. This was a difficult decision for me: last October I told the Executive Committee that I was troubled by the evolving climate. Over Christmas, I made my decision, and I advised President Roderick on return of that decision. The nicest thing about working with all of you has been just that--working with all of you. So, I thank you all for your friendship, thank many of you for your leadership, and wish somehow that I had known the rest of you better and longer. When I left Manhattan, and came to Newington on a cold February day, I explained to my family that life is a great adventure. And so it is. But I am reminded by Nelson DeMille that the ultimate journey is never a direct route; it is, in fact, always circuitous, and somewhere along the way, we discover that the journey is more significant than the destination, and that the people we meet along the way will always be the traveling companions of our memories forever. Good luck to all of you, and I will remain available until March 2. Tom Gallagher Below is the text of the ARRL press release related to my staff announcement: Tom Gallagher, NY2RF, to Retire as ARRL CEO Tom Gallagher, NY2RF, who has been the chief executive officer of ARRL, the national association of Amateur Radio, for the past two years, announced his retirement from that position prior the ARRL's Board of Directors meeting on Thursday, Jan. 18. Gallagher, who had advised ARRL President Rick Roderick, K5UR, of his intention to resign, expressed his gratitude to Roderick and the ARRL Board of Directors for having given him the opportunity to help guide the organization. "It has been my great privilege to serve in this capacity for two years, and I am deeply grateful to the board and President Rick Roderick, K5UR, for their support and encouragement." Gallagher said. "The ARRL is in a transition to a new generation for Amateur Radio. Change doesn't come easy. Tom helped us in taking that step forward and for that we are very grateful for his service to the League and to Amateur Radio," said Roderick. Gallagher, 69, cited recent changes included in the new federal tax law that made it unattractive for him to continue working in Connecticut, where ARRL is headquartered The Board will evaluate and determine the steps to take in a search for his replacement. Among Gallagher's chief accomplishments during his tenure as CEO of ARRL were creating an enhanced level of professionalism and efficiency in the organization that represents more than 150,000 amateur radio operators across the United States. Gallagher also oversaw a significant turnaround in the organization's financial performance during his tenure. Licensed in Pennsylvania in 1966 as WA3GRF (and later N4GRF in North Carolina), Gallagher is a member of the West Palm Beach Amateur Radio Group. He has described himself as "an incurable HF DXer and inveterate tinkerer" and credits his first visit to the Franklin Institute's Amateur Radio station W3TKQ in 1963 for inspiring his interest in ham radio. Amateur Radio led to an early career in broadcasting. He was a cameraman and technician with WGBH-TV in Boston, the CBS Television Network, and Metromedia's WIP Radio in Philadelphia. He joined ARRL following three decades as an international investment banker and financial services executive. His career has included senior leadership positions with JP Morgan Chase & Co and CIBC Oppenheimer & Co in New York, and with Wachovia Capital Markets in Charlotte, North Carolina. He has also served as an adjunct professor at the Walsh School of Foreign Service at Georgetown University and as CEO of the Secondary School Admission Test Board in Princeton, New Jersey. Gallagher has served on boards, both public and non-profit, including two NYSE companies, the NPR affiliate in Charlotte, the Executive Board of The PENN Fund at the University of Pennsylvania, and The International Center of Photography. He will continue to reside in West Palm Beach, FL. Tom Gallagher - NY2RF Chief Executive Officer ARRL Headquarters ARRL - The national association for Amateur Radio(tm) 860 594 0404 cell 704 907 7158 tgallagher(a)arrl.org<mailto:tgallagher@arrl.org>

1 0

[arrl-odv:26954] Report of the Ad Hoc Trademark Committee
by k5ur＠aol.com 17 Jan '18

17 Jan '18

Hi all: FYI, attached is the Ad Hoc Trademark Committee Report. Please consider it confidential as it describes our intellectual property and strategy in some detail. 73 Rick - K5UR ...

1 0

[arrl-odv:26940] 2016 - 2017 ARRL Legal Expenses - Trademarks and Unreported Trademark Activity
by Richard J. Norton 16 Jan '18

16 Jan '18

*Executive Summary* After the President and CEO were advised of possible shortcomings in ARRL trademarks, over $17,000 was spent only to confirm that there are indeed shortcomings. Had that $17,000 instead been spent to correct the shortcomings, the issue might likely be nearly closed. *Board Involvement* The ARRL Director's Workbook says - [General] Counsel shall be selected by and report to the Board of Directors. It is the Board who employs the Counsel and it is to the Board that the Counsel is responsible. The Board selects the CEO, who has authority to employ specialized counsels. *Sources of Information* On September 19, 2017, the undersigned received copies of certain legal bills paid by the League during 2016 and in 2017, up to that date . *Initial Trademark Report* In July 2015, former Atlantic Division Vice-Director Bob Famiglio, an experienced attorney practicing for 38 years as a patent and trademark specialist, provided his director with a report which was then forwarded to CEO Gallagher and President Roderick. The report with can be summarized with four main assertions: 1) There are problems with a number of the League's trademarks. 2) The problems can be corrected. 3) Some of the problems appear to be a result of poor legal work in the trademark applications, and in some cases so deficient that the actions possibly represent legal malpractice. 4) A 25-page report listed the status of each the trademarks and what could be done to bring them up to current standards. Mr. Famiglio performed the work without cost to the League. *Trademark Acquisition Background* Much of the League's trademark work appears to have been performed by Cary Tepper, who until recently was part of the firm Booth, Freret, Imlay & Tepper, PC. Recently, Mr. Tepper has submitted his legal bills through Tepper Law Firm, LLC. As many of the trademarks were procured through the Booth, Freret, Imlay & Tepper P.C. organization, any possible malpractice claim or claim for refunds of fees paid might be directed at that organization. *ARRL's Management Response* No questions were apparently asked of Mr. Famiglio concerning the report, such as 1) What would be the estimated cost to repair some or all of the trademarks? 2) Would Mr. Famiglio have suggestions about what could be done, or even volunteer to repair any for free? Instead, the Famiglio report was apparently given to Mr. Imlay, with unreported instructions. Mr. Imlay appears to have contracted the firm Day Pitney LLP for an evaluation. It is not clear if a complete copy of the Famiglio report was ever provided to Day Pitney, or if they received only excerpts and/or other instructions. *Day Pitney Evaluation* Day Pitney concluded: 1) There are problems with some of the League's trademarks. 2) The problems can be corrected. 3) For additional money, Day Pitney would be able to do additional work. 4) Trademarks are often unimportant. The Day Pitney report was apparently received in March 2017, but was withheld from the ARRL Directors until after the July 2017 Board meeting in spite of requests to see it. It is unclear if the Day Pitney report the Board saw was the original report or a revised version after a first release in March? *2017 Legal Firm Costs Related to Reported Trademark Shortcomings up to September 2017* Famiglio and Associates - $0 Day Pitney LLP - $12,601.50 (in March 2017 only) Booth, Freret & Imlay, LLC - $4420 (from January 17 to July 14, 2017) Tepper Law Firm - $227.50 *Trademark Committee Established at March 2017 Executive Committee Meeting* President Roderick created an ad hoc committee of officers and directors to review trademark issues and make recommendations. Six months later, it was reported that the committee 1) identified all the existing trademarks and 2) created a list of items that perhaps should be trademarked, which appears to be something that could have been extracted from the Famiglio memo in a few minutes. Also, this information could have been extracted from an item whose existence was shown below on a line of a Tepper Law Firm bill: * 5/31/2017 Prepare updated status list of all granted and pending trademarks. E-mail same to CDI. - $87.50* *Result of Trademark Activities?* The League has spent over $17,000 to confirm what Mr. Famiglio's original memo claimed. Had this money been spent on bringing the trademarks up to suggested standards, it seems that much if not all of the important corrective work could have been accomplished. After having received a suggestion that substandard trademark work should be corrected at the expense of the Booth, Freret & Imlay law firm or its malpractice insurance carrier, instead Mr. Imlay received at least $4420 additional income from work regarding the assertion. Mr. Tepper received an additional $227.50. Do the actions taken by the League President and management appear to have been directed at benefiting the ARRL and/or its membership, or do the actions appear to have been taken to obfuscate or defend someone's actions? *Unreported $7000 "NTS" Trademark Activity* In 2016 and up to July 2017, the League was billed for $7094 by Tepper Law Firm, LLC for activity related to an unsuccessful attempt to trademark "National Traffic System," and "NTS." No mention of even the existence of this activity appears to be in any reports to the Board. No mention of any analysis of why the application failed appears to be in any reports to the Board. 73, Dick Norton, N6AA

3 2

[arrl-odv:26951] Document 24 corrected
by Mike Lisenco N2YBB 16 Jan '18

16 Jan '18

Corrected version adds BOARD CONFIDENTIAL to text

2 1

[arrl-odv:26945] Document 24 Report of the Legislative Advocacy Committee
by Mike Lisenco N2YBB 16 Jan '18

16 Jan '18

For your listening and dining pleasure 73 de Mike N2YBB

2 3

[arrl-odv:26943] Jim Weaver - K8JE SK
by k5ur＠aol.com 16 Jan '18

16 Jan '18

Hi all: I've been so busy today that I regret not being able to post before now about the death of Jim Weaver, K8JE, former Great Lakes Division Director. He passed away yesterday. Jim was a colleague and friend. He served the League and the Great Lakes Division well. Please keep his family in your thoughts and prayers. 73 Rick - K5UR ...

3 2

[arrl-odv:26942] Fwd: USFS Repeater Site Bonding Report
by Richard J. Norton 16 Jan '18

16 Jan '18

This communication from WA6CDR should bring the Board up to date on the previously discussed Forest Service restoration bond requirements, which impact repeater site users on federal lands. Obviously, this may eventually also impact repeater sites in other ARRL Divisions. 73, Dick Norton, N6AA ---------- Forwarded message ---------- From: Robin <wa6cdr(a)cq160.net> Date: Mon, Jan 15, 2018 at 5:10 PM Subject: USFS bonding report in e mail body To: richardjnorton(a)gmail.com Hi, Dick. Jan 15, 2018 I want to bring you up to date on the status of the new Forest Service requirements for restoration bonds being imposed on repeater sites and other permittees. During the summer of 2016, the owners of amateur radio repeater sites located in Angeles National Forest (ANF) began receiving notices that the renewal of their use permits would henceforth require the permittee to pay a permit processing fee ($ 1,156) and furnish a bond in an amount determined by USFS to guarantee the removal of repeater facilities and restoration of the property at the termination of the permit period. The dollar amounts of the required bond ranged from $10,000 to $100,000. We were told this was a nationwide program and that ANF was the initial roll-out location. The bonding requirement caught us all by surprise, and there was great concern that we might not be able to meet such a heavy financial burden. Without an alternative solution, several major repeater sites would have to be abandoned, sold, or given away. I actually started negotiations with a public entity to take over one of our Cactus sites. We also started discussions with qualified attorneys. The attorney discussions led nowhere as it became immediately clear that only very high level or congressional action would stop this issue. We were eventually able to arrange a meeting that November among about a dozen permittee representatives, the ANF supervisor (Jeff Vail) and his staff, the Communications Use Issuance Project Strike Team Leader (Heidi Hoggan) and, by conference call, the Communications Site Program Manager (Joey Perry). Marty Woll N6VI, who was our ARRL vice director at the time, also joined representing himself and helping me represent the Cactus Intertie system, of which he is a member. At the meeting, we were told that the bonding requirement grew out of other communication sites having been abandoned and cleaned up at taxpayer expense. Being suspect of the source information, we asked for specifics and were told only that the sites were in Oregon. After arguing without success that the risk of site abandonment by amateur repeater owners was minimal, we asked how the bond amounts had been determined. Ms. Hoggan said they had developed cost estimates based on tower and building sizes and their internal estimates for the amount of concrete present. We were told we could submit alternate estimates if prepared by USFS-approved contractors, but we had only a short time window in which to do that. Marty suggested an alternative funding arrangement in which the bond amount was paid over the permit period rather than up front. Mr. Vail said he would like more detail on that idea. The USFS also supplied us a long list of government approved bonding entities telling us to call them and purchase a bond. After our meeting, Marty and I began contacting bonding companies, including those recommended by USFS. It quickly became apparent that the radio clubs and small commercial operators that host amateur repeaters could in no way qualify for the required restoration bonds. One of the bonding entities we contacted actually took the time to call Ms. Hoggan and explain to her how such bonds actually work, that the 30 year bond the USFS wanted did not exist, and that small entities would not qualify even for annually renewable bonds. Our only alternative was to deposit cash with USFS. This made the need to spread the payment out even more critical. Marty honed the idea he had introduced in our meeting and sent it to Mr. Vail and Ms. Hoggan. He made a compelling case, and they eventually agreed to a 20-year accumulation rather than over the full 30-year term of the renewal permits. In the person of Ms. Hoggan, they have agreed to the 20 year payment plan, but as of today, no details have been supplied, and none of us have received any billing or other payment instructions. While dealing with the funding mechanism, a parallel effort took place to negotiate the bond amounts down from the size-based standard amounts demanded by USFS. Marty filed a FOIA request on behalf of Cactus Intertie and received the Forest Service’s restoration cost details from several permitted but abandoned communication sites in Oregon. Those costs turned out to be an order of magnitude lower than the amounts USFS was requiring us to put up, a fact that helped us in our negotiations. Several of our repeater site owners developed and documented their own cost estimates for dismantlement and restoration of their sites, submitted those to USFS and were able to get to agreement on substantially reduced bond amounts. (The USFS applied a Davis Bacon wages increment of 21% AND a USFS “overhead” fee of 42% to the submitted cost estimates!) These reductions, combined with the ability to pay in installments, turned the situation from hopeless to painful but possible. At this point I am unaware of any amateur repeater sites in the ANF that will be unable to comply with the modified requirements. While we all acknowledge our obligations for site cleanup at the end of the facilities’ useful lives, we remain hopeful that the requirement to deposit cash with USFS might eventually be overturned through the intervention of Congress. The cash deposit, even though spread over 20 years, still represents a severe burden, and badly damages our ability to sustain site operations. In our specific case, we have to deposit a total of $ 60,000 over 20 years for our two sites. That is $250 a month, every month, for 20 years. And this is for only two of our sites. We own two other buildings on federal land that have not come up for renewal. We rent space at amateur rates in more than a dozen commercial facilities, and share costs in several amateur owned sites. The bond requirements also apply to the commercial site owners. The smaller commercial entities are the ones most commonly willing to rent space to Amateur systems. We expect our site rental costs in those sites to go up materially as the commercial site owners simply pass on their costs. I can provide more detail if you wish, but I hope this will give you a good understanding of the history and current status of this issue, which clubs within and outside the Southwestern Division may soon have to grapple with. 73, Robin Critchell WA6CDR Director, Cactus Intertie, Inc. Chief Coordinator, Southern California Repeater and Remote Base Association A note on Bonds. The bonding entities we contacted explained that the cost of a bond would run between 2% and 4% PER YEAR (IF you qualify). This amount is a FEE for the bond and does NOT accumulate value toward any restoration that the bond is intended to cover. They further explained that, if the bonding entity was required to perform, they would do so, but would then come after the signatory individuals to recover their costs. A Bond is NOT an insurance policy. For Amateur site owners, and small business site owners, a Bond is the worst choice. You pay every year to have the bond, then the bonding entity comes after your family for their costs.

1 0

[arrl-odv:26936] Message from Rick Roderick
by Gallagher, Tom, NY2RF (CEO) 16 Jan '18

16 Jan '18

This message will be posted momentarily to ARRL's new crawl, ARRL's Facebook page and related Twitter notifications. A NOTE TO THE MEMBERS FROM ARRL In the last few weeks, the ARRL's Board of Directors has been the subject of an organized misinformation campaign. It is being orchestrated by a group of hams, some of whom are well-intentioned but have been misled. This effort, which consists of a series of mischaracterizations, initially dealt with (1) the ARRL Board's censure of an ARRL Director, and (2) some proposed revisions to ARRL's Articles of Association and Bylaws that are likely to be considered at the upcoming ARRL Board meeting and which were circulated by a member of the Board. None of the proposed Article and Bylaw changes has yet been addressed by the Board of Directors. More recently, other, equally erroneous and false statements have been made with respect to completely unrelated issues, in an effort to draw into question ARRL's decision-making processes. The principal suggestion is that ARRL operates under some "cloak of secrecy." The criticism is unfair and undeserved. ARRL's representative system of governance, which has worked exceptionally well in the advocacy and promotion of Amateur Radio and the interests of ARRL members for more than 100 years, is unchanged. And the legislative and other advocacy positions currently being pursued are critical to the long-term survivability of the Amateur Radio Service. The ARRL Board does seek thoughtful, informed input on policy issues concerning Amateur Radio from its roughly 150,000 members. ARRL's governance structure provides that regionally elected, volunteer directors will represent the interests of the members in their respective Divisions, working collectively and collegially within our Board to make policy and to advocate their constituents' interests. ARRL's Board members hold cabinet meetings and forums at Hamfest and conventions, and they staff ARRL booths at Hamfest and conventions in order to find out what interests and concerns you have as ARRL members. They take this feedback from you and they come to Board meetings twice a year to make policy for the organization. They work together collegially to develop the best policy decisions. This structure presumes that the Board's collective wisdom is far greater than that of any one Board member, and each Board member is obligated by our Articles and Bylaws to come to meetings with a good idea of what the members need and what is best for Amateur Radio as a whole. As is the case with most large, national non-profit associations, ARRL Board meetings are not open to the public. It has always been that way, as a matter of necessity. That is because, at all such meetings, confidential issues such as spectrum protection, employee compensation, financial information, and FCC submissions are candidly discussed, and the members' interests at those meetings are advocated by the Directors on a representative basis. Unfortunately, it was necessary for the Board to take the highly unusual action of publicly censuring one of its members recently. The Board heard the allegations made by an ARRL member of what transpired at an Amateur Radio event; it heard reports from other Amateurs who were there, and it heard all the information that the Director involved chose to present. Everyone had a chance to speak and to evaluate the presentations. The Board, in an 11 to 3 vote with one abstention, took action to protect the organization's integrity based on the information presented. This process and procedure are what nonprofit associations have to be prepared to employ, and do employ, to maintain order within their organizations and to ensure that the interests of the affected Director are protected as well. This is not a procedure that any nonprofit organization would conduct publicly. The ARRL Policy on Board Governance and Conduct of Members of the Board of Directors and Vice Directors, has been drawn into question, probably as the result of the fact that the Board's censure decision was based upon a violation of that policy by the Director involved. The Policy is intended to protect the democratic decision-making processes by which ARRL has operated effectively for so long, and to set forth principles to guide an organization's decision making and the behavior of individual board members when acting on behalf of ARRL. When it was adopted by the Board a year ago, it was posted for ARRL members to read. The policy calls for honesty, integrity, transparency, confidentiality, and equity. The purpose of adopting such a statement formally is to provide employees, volunteers, and board members with guidelines for making ethical choices and to ensure that there is accountability for those choices. When board members of a nonprofit adopt a code of ethics, they are expressing their commitment to ethical behavior. It is intended to protect the Board's deliberations and to protect the staff from inappropriate actions by Board members. It seeks to preclude precisely the type of selective disclosures and unilateral and subjective characterizations of proposed Board actions that have happened recently. There is nothing at all insidious about the policy, which is subject to regular review and modification, as are all other ARRL organizational documents. As to the criticism of the proposed Articles and Bylaws changes, the Board has not yet considered them. It may or may not adopt some or all of the changes recommended by its Executive Committee or by an individual Director. Any responsible Board of Directors regularly reviews, amends and updates its Articles and Bylaws. And ARRL member input is welcome on all such subjects. Indeed, the recommended Article and Bylaw changes were not considered to be Board confidential. The problem, however, is that it is not fair to members, or to the representative Directors who have yet to evaluate them collectively, to have the proposals mischaracterized or misrepresented. ARRL Directors are volunteers. They are smart, dedicated radio amateurs who each devote thousands of hours per year of their own time to representing you as best they can. To those who try to suggest that the Board has abandoned its obligation to the members in favor of the organization -- you draw a distinction that doesn't exist. The Board absolutely understands that the members are the organization. The members of ARRL are always best served by an informed Board that works together to make policy that is in the best interests of the organization. The divisive tactics that are being used now, commenced through disinformation and a lack of candor, are harmful not only to the organization, but to Amateur Radio operators everywhere, the good work of the ARRL staff, and the Service that we love so much. Rick Roderick, K5UR President ARRL, the national association for Amateur Radio

4 3

[arrl-odv:26937] Message from Rick Roderick
by James F. Boehner, MD 15 Jan '18

15 Jan '18

I believe I have recently said this before: Thank you, thank you, thank you! '73 de JIM N2ZZ Director - Roanoke Division Serving ARRL members in the Virginia, West Virginia, South Carolina and North Carolina sections ARRL - The National Association for Amateur RadioT From: arrl-odv [mailto:arrl-odv-bounces@reflector.arrl.org] On Behalf Of Gallagher, Tom, NY2RF (CEO) Sent: Monday, January 15, 2018 3:11 PM To: arrl-odv Subject: [arrl-odv:26936] Message from Rick Roderick This message will be posted momentarily to ARRL's new crawl, ARRL's Facebook page and related Twitter notifications. A NOTE TO THE MEMBERS FROM ARRL In the last few weeks, the ARRL's Board of Directors has been the subject of an organized misinformation campaign. It is being orchestrated by a group of hams, some of whom are well-intentioned but have been misled. This effort, which consists of a series of mischaracterizations, initially dealt with (1) the ARRL Board's censure of an ARRL Director, and (2) some proposed revisions to ARRL's Articles of Association and Bylaws that are likely to be considered at the upcoming ARRL Board meeting and which were circulated by a member of the Board. None of the proposed Article and Bylaw changes has yet been addressed by the Board of Directors. More recently, other, equally erroneous and false statements have been made with respect to completely unrelated issues, in an effort to draw into question ARRL's decision-making processes. The principal suggestion is that ARRL operates under some "cloak of secrecy." The criticism is unfair and undeserved. ARRL's representative system of governance, which has worked exceptionally well in the advocacy and promotion of Amateur Radio and the interests of ARRL members for more than 100 years, is unchanged. And the legislative and other advocacy positions currently being pursued are critical to the long-term survivability of the Amateur Radio Service. The ARRL Board does seek thoughtful, informed input on policy issues concerning Amateur Radio from its roughly 150,000 members. ARRL's governance structure provides that regionally elected, volunteer directors will represent the interests of the members in their respective Divisions, working collectively and collegially within our Board to make policy and to advocate their constituents' interests. ARRL's Board members hold cabinet meetings and forums at Hamfest and conventions, and they staff ARRL booths at Hamfest and conventions in order to find out what interests and concerns you have as ARRL members. They take this feedback from you and they come to Board meetings twice a year to make policy for the organization. They work together collegially to develop the best policy decisions. This structure presumes that the Board's collective wisdom is far greater than that of any one Board member, and each Board member is obligated by our Articles and Bylaws to come to meetings with a good idea of what the members need and what is best for Amateur Radio as a whole. As is the case with most large, national non-profit associations, ARRL Board meetings are not open to the public. It has always been that way, as a matter of necessity. That is because, at all such meetings, confidential issues such as spectrum protection, employee compensation, financial information, and FCC submissions are candidly discussed, and the members' interests at those meetings are advocated by the Directors on a representative basis. Unfortunately, it was necessary for the Board to take the highly unusual action of publicly censuring one of its members recently. The Board heard the allegations made by an ARRL member of what transpired at an Amateur Radio event; it heard reports from other Amateurs who were there, and it heard all the information that the Director involved chose to present. Everyone had a chance to speak and to evaluate the presentations. The Board, in an 11 to 3 vote with one abstention, took action to protect the organization's integrity based on the information presented. This process and procedure are what nonprofit associations have to be prepared to employ, and do employ, to maintain order within their organizations and to ensure that the interests of the affected Director are protected as well. This is not a procedure that any nonprofit organization would conduct publicly. The ARRL Policy on Board Governance and Conduct of Members of the Board of Directors and Vice Directors, has been drawn into question, probably as the result of the fact that the Board's censure decision was based upon a violation of that policy by the Director involved. The Policy is intended to protect the democratic decision-making processes by which ARRL has operated effectively for so long, and to set forth principles to guide an organization's decision making and the behavior of individual board members when acting on behalf of ARRL. When it was adopted by the Board a year ago, it was posted for ARRL members to read. The policy calls for honesty, integrity, transparency, confidentiality, and equity. The purpose of adopting such a statement formally is to provide employees, volunteers, and board members with guidelines for making ethical choices and to ensure that there is accountability for those choices. When board members of a nonprofit adopt a code of ethics, they are expressing their commitment to ethical behavior. It is intended to protect the Board's deliberations and to protect the staff from inappropriate actions by Board members. It seeks to preclude precisely the type of selective disclosures and unilateral and subjective characterizations of proposed Board actions that have happened recently. There is nothing at all insidious about the policy, which is subject to regular review and modification, as are all other ARRL organizational documents. As to the criticism of the proposed Articles and Bylaws changes, the Board has not yet considered them. It may or may not adopt some or all of the changes recommended by its Executive Committee or by an individual Director. Any responsible Board of Directors regularly reviews, amends and updates its Articles and Bylaws. And ARRL member input is welcome on all such subjects. Indeed, the recommended Article and Bylaw changes were not considered to be Board confidential. The problem, however, is that it is not fair to members, or to the representative Directors who have yet to evaluate them collectively, to have the proposals mischaracterized or misrepresented. ARRL Directors are volunteers. They are smart, dedicated radio amateurs who each devote thousands of hours per year of their own time to representing you as best they can. To those who try to suggest that the Board has abandoned its obligation to the members in favor of the organization -- you draw a distinction that doesn't exist. The Board absolutely understands that the members are the organization. The members of ARRL are always best served by an informed Board that works together to make policy that is in the best interests of the organization. The divisive tactics that are being used now, commenced through disinformation and a lack of candor, are harmful not only to the organization, but to Amateur Radio operators everywhere, the good work of the ARRL staff, and the Service that we love so much. Rick Roderick, K5UR President ARRL, the national association for Amateur Radio

1 0

[arrl-odv:26934] 2016 - 2017 ARRL Legal Expenses - Introduction - Overview
by Richard J. Norton 15 Jan '18

15 Jan '18

*Introduction* Below is certain cost information about the League's use of legal-service firms during 2016 and part of 2017 and fees and expenses connected therewith. *Board Involvement* The ARRL Director's Workbook says - [General] Counsel shall be selected by and report to the Board of Directors. It is the Board who employs the Counsel and it is to the Board that the Counsel is responsible. The Board selects the CEO, who has authority to employ specialized counsels. *Sources of Information* On September 19, 2017, the undersigned received copies of certain legal bills paid by the League during 2016 and in 2017, up to that date . *Letters of Engagement - Retainers* The use of letters of engagement has long been considered a best practice. In some states, there are even rules about letters of engagement / retainers (“Agreements”). The American Bar Association and other bar associations advise that significant users of legal services should have such Agreements, which define what will be done by a legal services provider and what costs and expenses are expected. I have been advised that ARRL does not use such Agreements to either define the scope of work or to set or estimate the associated fees and expenses. Rather, tasking appear to be based on oral communication. The costs and expenses charged to the League appear in some cases to be defined or determined by the service provider via its bills. As regards bills for legal services, several factors make it difficult and/or time-consuming to determine the costs associated with any particular project or activity and, therefore, to project, manage, or even analyze those costs: 1) Charges related to different tasks are intermingled; subtotals of charges sorted by activities are not provided. 2) Some of the bills do not break out the dollar cost of each charge; they provide only the number of hours worked by individuals. Further, it appears from the billings that ARRL is paying standard, undiscounted rates to its providers. If any billing discretion, courtesy discounts, or other discounts are being given, it is not apparent from the bills. *Service Providers* 1) In 2016 and in 2017, the Day Pitney law firm submitted its bills for the services of its employees; largely by Day Pitney partner Mr. David Swerdloff, who charged $715 per hour for his services in 2017. The Day Pitney bills intermingle charges for work on governance issues, trademark issues, and employee issues and the invoices only show names and hours worked, not individual dollar cost components. Day Pitney bills all out-of-pocket expenses as part of its billings for professional time. 2) In 2016 and in 2017, Booth, Freret & Imlay, LLC submitted bills for services delivered by the League's General Counsel, Mr. Christopher D. Imlay. All work billed, legal and lobbying, was performed by Mr. Imlay at a rate of $100 per hour. The ARRL Director's Workbook states: Counsel shall attend such meetings of the Board of Directors and of the Executive Committee as may be required....Counsel shall be reimbursed for direct travel expenses and not more than six hours per day of professional time while in attendance at meetings. Booth, Freret & Imlay, LLC appears to have billed the League for 7.5 hours (not 6) for each day of attendance at all meetings plus 7.5 hours for his travel to Connecticut. The additional time billed may be related to non-meeting services, but no documentation was found relating to what those services might have been. Mr. Imlay submitted personal ARRL Travel Expense Reimbursement Forms for expenses related to Board and Committee meetings, while the professional labor charges for the travel and attendance at the same events were billed by Booth, Freret & Imlay, LLC as charges for professional services. Booth, Freret & Imlay, LLC invoices also contained other travel expenses not related to Board or Committee meeting attendance, which were billed as Reimbursable Expenses. 3) The League has trademark related bills in 2016 and 2017 from Tepper Law Firm, LLC, where all work was performed by Mr. Cary S. Tepper at a rate of $175 per hour. Previously, Mr. Tepper was associated with the Booth, Freret & Imlay PC firm. 4) In October 2016, the League paid the Cozen O'Conner law firm a $5,000 fee for defense against the Ames lawsuit. The fee was the League's share of the defense costs paid by the League's D&O insurance carrier. *Day Pitney Billing Overview* The Day Pitney bills received in September, together with related communication, show the following total billings: 2010 $984 2011 $0 2012 $0 2013 $0 2014 $0 2015 $0 2016 $0 January - August 2016 $26,415 September – December 20161 <https://mail.google.com/mail/u/0/#m_-5831019186225488646_sdfootnote1sym> 2017 $47,030 January - June. Note that in or around September 2016, it became well known that Mr. Imlay was not licensed to practice law in Connecticut. Day Pitney LLP is a law firm with approximately 300 attorneys in 11 offices in five states and Washington, D.C. *Booth, Freret & Imlay, LLC Billing Overview* In 2016, Booth, Freret & Imlay billed the League for $155,719, representing 1,568 hours. The League was not charged for Mr. Imlay's professional services at the Puerto Rico Section Convention, although the League reimbursed Mr. Imlay $1.908 for personal travel and accommodations. During the first seven months of 2017, Booth, Freret & Imlay billed the League $100,852, representing 1003.3 hours. The 1,568 hours billed in 2016 represent almost 90% of the hours that a full-time League employee working out of the League headquarters office would work. The 1003 hours billed in the first seven months of 2017 are close to 100% of that of a full-time employee. According to its Web site ( http://www.imlaylaw.com ), Booth, Freret & Imlay, LLC is a telecommunications law firm whose practice is *limited* to Federal Communications Law. (emphasis added) The percentage of time billed for communications law (including tower issues) in the firm’s 2017 bills was: January 19.6% February 6.3% March 18.6% April 6.9% May 7.7% June 18.9% July 4.2%. For the first seven months of 2017, Mr. Imlay's communications law work represented approximately 11% of his total billings. 73, Dick Norton, N6AA

2 1