Perhaps I am missing something here, but the version posted on the ARRL web includes all these changes and is the document the members "assume" we are operating under. I do not see how we can simply ignore, or not submit the changes to the state without another board action. I would think if the board feels some of this no longer needs to be in effect then that can be addressed in July, but for now, all the changes should be submitted to align what the State has with what we are operating under and what members have already seen. This was an administrative oversight in the first place. If proper filings were made after the past BOD meetings, this discussion would not be taking place.

In my humble opinion :)

Mark J. Tharp

VD NW Div.

On Fri, Feb 8, 2019 at 11:30 AM Michel, Howard, WB2ITX (CEO) <wb2itx@arrl.org> wrote:

Dear Officers, Directors and Vice Directors,

I recently spoke with Ed Spinella, our CT special counsel. Ed is
assisting with the effectuation of amendment(s) to our Articles of
Association with the CT Secretary of State.

Ed asked me to confirm his understanding of the resolution passed by the
Board at its meeting earlier this month (see attached). The resolution
approves the addition of a sentence to the end of Article 1 to conform
with Section 33-1026(a)(2) of the Connecticut Revised Nonstock
Corporation Act.

Ed wanted to confirm the Board’s directive regarding the other
amendments previously approved by the Board at its meetings in July
2011, January 2015, July 2017 and July 2018 as outlined on the attached
document . None of these amendments have been formally effectuated with
the Connecticut Secretary of State. I am attaching ARRL’s most recent
Amended and Restated Articles of Association on file with the
Connecticut Secretary of State (effective as of March 2, 2010).

Ed’s advice is that the other amendments approved by the Board after
3/2/10 are not effective until a Certificate of Amendment is filed and
accepted by the Secretary of State.

Regarding the amendments previously authorized by the Board, Ed has
advised that the July 2017 and July 2018 amendments reflect relatively
common director and officer indemnification and liability limitation
provisions, consistent with the advice of our former Connecticut special
counsel (Day Pitney). Ed also advised that ARRL already has some degree
of indemnification and liability limitation in place and that the July
2017 and July 2018 amendments authorized by the Board would increase the
current levels of director and officer indemnification and liability
limitation.

Ed and I both interpreted the Board’s resolution and related
deliberation to authorize the effectuation of solely one amendment to
the Articles, the additional sentence added to the end of Article 1 to
conform with Section 33-1026(a)(2) of the Connecticut Revised Nonstock
Corporation Act. I have directed Ed to prepare the Secretary of State
filing accordingly.

Ed has advised me that ARRL should consider revisiting the July 2017 and
July 2018 amendments as soon as practicable. I am not clear whether the
current Board still feels additional indemnification and liability
protection for directors, vice directors, and officers is reasonable and
in the best interests of ARRL.

Please let me know if any of you have differing recollections and/or
concerns as I have asked Ed to prepare and file the Amendment(s) next week.

73, Howard, WB2ITX

--
Howard E. Michel, WB2ITX
Chief Executive Officer
ARRL, The National Association for Amateur Radio™
225 Main Street, Newington, CT 06111-1494 USA
Telephone: +1 860-594-0404
email: hmichel@arrl.org

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