I will be glad to request that an appropriate clause be added.

As someone who works for a non profit which takes in millions of charitable gifts each year, a considerable proportion of which has naming attached, I have at least a bit of professional knowledge and experience related to agreements and risks.

We have never included a moral turpitude clause in any of our documents.  Ever.  And our namings are in perpetuity, not time limited. The primary reason is that if ever a problem arises, we will not hesitate to remove the name.  For us, in practice, this is an issue that is not really an issue.

But as I said, I will be happy to make the request.

I do not believe the agreement is one sided in Mr. Sergi's favor.  He is providing a substantial amount of money which will help fund Lab expenses for decades and has explicitly agreed in multiple sections of the document to not interfere with lab operations, editorial content, and other related matters.  Yes indeed, we would agree to name the lab for DXE.

This is not a matter of being insolvent and needing these funds to keep afloat.  This has not been portrayed in that manner at all.  This is, in my view, a way to build the endowment we already have to help support a part of the ARRL which will also free up funds which would be used on the lab for other purposes.

K7GM

Sent from my Verizon Wireless 4G LTE DROID


Doug Rehman <doug@k4ac.com> wrote:

In researching the issues, I ran across some very sage advice:

"Including a morality clause protects the nonprofit in the event the donor’s reputation is seriously damaged. Nonprofits often avoid including a morality or “bad boy” clause for fear of offending donors; however, this is arguably the most important provision in a naming rights agreement. Most nonprofits depend on public goodwill to attract donors. Close association with someone whose name has been badly tarnished can taint the nonprofit’s reputation and harm its ability to attract support. When negotiating a morality clause, it’s important to clarify whether the provision is triggered based on criminal indictment, criminal conviction, or the more extensive “acts of moral turpitude.”

For example, in one well publicized case, Alfred Taubman donated money to Brown University to name the Alfred Taubman Center for Public Policy. Alfred Taubman was later convicted of price fixing. In another case, the recreation center at Seton Hall was named for Tyco’s former chairman, Dennis Koslowski, who was later convicted of tax evasion."

From: http://charitylawyerblog.com/2013/10/23/negotiating-documenting-nonprofit-naming-rights/

While the chances are remote of Mr. Sergi or DX Engineering becoming embroiled in something that would taint the League, they do exist nonetheless. Not to imply that Mr. Sergi has done or will ever do anything wrong, but I arrested a lot of otherwise upstanding individuals.

Failing to include such a clause, even if the likelihood of it ever being necessary is extremely remote, renders the proposed agreement unacceptable to me.

If such a clause exists in the document and I missed it, I apologize in advance.

The more times I read the proposed agreement, the more one sided in Mr. Sergi's favor it becomes. Even the "No Assignment" paragraph does actually allow assignment: "However, neither party may assign their rights, or any portion of it, or any obligations or duties hereunder, without the express written consent of the other party, which consent shall not be unreasonably withheld or delayed."

Unless there is something that we are not being told by our CFO, the ARRL is not in dire financial straits and a donation with countless strings attached, thereby allowing it to morph into something different than we are seeing initially, is not needed to keep us solvent.

Doug
K4AC



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