I agree with John regarding the CEO issue and election comments. Rick -----Original Message----- From: John Robert Stratton <N5AUS@n5aus.com> To: arrl-odv <arrl-odv@reflector.arrl.org> Sent: Tue, Feb 4, 2020 8:47 am Subject: [arrl-odv:29520] Re: Final Draft Minutes of Board Meeting - Objections and Request For Changes As currently drafted, I object to the passage of the Minutes. Minute 8: I agree with Jim Tiemstra that the language "with 8 in favor and 7 against" is incorrect and improper. It should read as suggested by Jim: "... by the tellers, with with the following results: Mr. Roderick 8, Mr. Tiemstra 7, with Mr. Roderick declared as having been elected President." Minute 11: The same objection as to Minute 8. It should be read: "... by the tellers, with with the following results: Mr. Stafford 13, Mr. Frahm 2, with Mr. Stafford declared as having been elected International Affairs Vice President." Minute 13: Due to the language in Dr. Michel's contract, this should be corrected to read: "President Roderick stated that this would be a Yes/No vote to elect Dr. Michel as Chief Executive Officer. Ballots wer distributed, collected and counted by the tellers, whereupon it was declared that Dr. Michel had not been elected as Chief Executive Officer." By the language of Dr. Michel's contract, there was not a vote — and could not be — a vote to renew or not renew Dr. Michel's contract. The effect of Dr. Michel not being elected as CEO was that the first renewal under his contract with the ARRL did not become effective. But that does not equate to a vote to renew or not renew. The contract specifically requires a vote to elect Dr. Michel as CEO; failing to be elected as CEO results in the first renewal not going into effect. The failure to record this correctly opens the League to an accusation that it failed to comply with the terms of Dr. Michel's contract, resulting in the risk that the League could be found to have breached that contract, if litigation were to occur. Do we report the vote count? Respectfully, we have a problem. The results of the initial election of Dr. Micheal as CEO was recorded and publicly reported. It was a 9-6 vote to elect. Having deemed it important to publish the fact of his initial election and the vote count, the decision to announce that he was not elected, but to NOT report the vote count opens the League to accusations of inconsistency, improper conduct, secrecy, having been complicit in the kidnapping of the Lindbergh baby, etc. We need to think this through very carefully. Yes, Dr. Michel's election/non-election as CEO involves a personnel matter, but only because if elected an employment relationship is established and if not elected, an employment relationship is not established. But that conclusion does not end the discussion.This was an election for an Officer position and we always report the result of Officer elections AND the vote counts. See Minute 8 and Minute 11. I believe, absent a formal change in policy, we are compelled to report the vote count for the CEO officer position. Until this issue is resolved and confirmed by advice of counsel, the finalization and publication of the Minutes need to be delayed. Minute 15, Minute 26: I share Jim Tiemstra's concerns regarding the waiver of the attorney-client privilege. Advice provided by attorneys representing the League should never be set forth in any document available to the public. I adopt and support Jim's recommendations for the changes in these two Minutes. Minute 27: Again I have concerns regarding what we report related to advice from our attorneys. The last sentence of Minute 27 should be deleted. Minute 30: As a Member of the Legislative Committee, I support Chairman Tiemstra's request for the change in language as set out in his email below. Minute 33: Due to the sensitive nature of our relationship with the FCC we should be circumspect in our language. The second sentence would be less subject to criticism of the FCC were it to be worded: "It was noted again that staff turnover and limitations at the FCC might impact our efforts." As this comment was based on David Siddall's report to the Board, we again need to be careful not to disclose attorney-client privileged matters. _______________________________________ John Robert Stratton N5AUS Director West Gulf Division Office: 512-445-6262 Cell: 512-426-2028 P.O. Box 2232 Austin, Texas 78768-2232 _______________________________________ On 2/3/20 9:51 PM, James Tiemstra wrote: BOARD CONFIDENTIAL GA Carla, I apologize for the following tardy edits to the posted minutes: Minute 8: This should follow the pattern for an election, such as is reflected in Minute 20, not an up or down motion. Therefore, after ". . . by the tellers," it should read "with the following results: Mr. Roderick, 8; Mr. Tiemstra, 7. Whereupon . . . ." deleting "with 8 in favor and 7 against" at the end. Minute 11: This should follow the same pattern as Minute 8, reflecting vote totals, not "in favor" and "against." Minute 13: This was an up or down vote. If this is being treated as a personnel matter, it should be left as is. The vote count is not the type of information that is of any real use to our membership. Minute 15: The fourth sentence starting "Mr. Spinella noted . . . " should be deleted. It could constitute a waiver of the attorney-client privilege as to all matters discussed with counsel at the meeting. Minute 26: Only the first sentence should be retained for two reasons: first, the remainder of this paragraph contains another potential waiver of the attorney-client privilege, and second, should a contractual dispute arise with M&H, the balance of this paragraph also contains potentially damaging admissions. Minute 30: In the final sentence, the phrase "retain as much variance in versions" should be replaced with "not foreclose use of any variation". Then, the last word "possible" should become "discussed". Please don't hesitate to contact me with any questions. Nothing stated above constitutes a legal opinion or advice upon any matter as to which counsel for the League could or should be consulted. 73, Jim Tiemstra, K6JAT Pacific Division Director On February 3, 2020 at 8:54 AM "Pereira, Carla, KC1HSX" <cpereira@arrl.org> wrote: Dear Officers, Director and Vice Directors, Having received no further changes/suggestions to the draft Minutes in at least 48 hours, attached is the final draft of the Minutes of the 2020 Annual Board Meeting for your review. Per ARRL Standing Orders, I will call for a vote to approve the minutes in three business days (Thursday, February 6.) Therefore, any further edits to this document must be received within 48 hours. Once eight affirmative votes on the final have been received, then they are considered approved, posted on the ARRL Web, the web news stories are posted, and the PDF is circulated to the membership on the appropriate remailer. Respectfully, Carla Pereira, KC1HSX Carla Pereira, KC1HSX Executive Manager ARRL Newington, CT 06111 860-594-0242 http://www.arrl.org/ _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-odv _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-odv _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-odv