Doug, just a word to the wise concerning the following: per discussion with Brennan, there is no requirement in CT statutes that the recused person actually leave the room, just refrain from further discussion and voting I am sure that you realize that what is addressed in Connecticut statutes is in no wise the universe of authority on the subject of what constitutes recusal in connection with a conflict of interest situation. Before deciding on this one issue, which has substantial ramifications for the protection of business information for ARRL, I hope that the Board will obtain a full analysis of the legalities of the issue and not limit the review to what is or is not required by Connecticut corporate statutes. 73, Chris W3KD Christopher D. Imlay Booth, Freret & Imlay, LLC 14356 Cape May Road Silver Spring, Maryland 20904-6011 (301) 384-5525 telephone (301) 384-6384 facsimile W3KD@ARRL.ORG -----Original Message----- From: Doug Rehman <doug@k4ac.com> To: 'arrl-odv' <arrl-odv@arrl.org> Sent: Wed, Jun 11, 2014 11:52 pm Subject: [arrl-odv:22831] Rule 45 Changes Proposal As I previously indicated, I have been working on several motions with other Directors. My goal is to get the ones dealing with the By-Laws out in the next few days and then hold a GoToMeeting session (or two) with the Directors before the deadline looming next Saturday. Since Dick has offered his proposal on Rule 45, I felt it would be better to put this one out at the same time for consideration. In all of my proposals, strikethrough indicates words being removed from the existing By-Law and underscore indicates words being added. 73, Doug K4AC Goals: 1) Change “Association” to “League” to match other By-Laws 2) Change recusal to be from discussions and voting only, not from even being present (IE: remain, but silent); per discussion with Brennan, there is no requirement in CT statutes that the recused person actually leave the room, just refrain from further discussion and voting 3) Harmonize language (Financial Benefit) 4) Fix “Pervasive” to refer to person’s employment (not spouse/family/etc.) or investments/ownership; also add provision to ban someone whose business would regularly be affected by the League’s decisions (IE: the owner of a business such as HRO, AES, or other amateur radio retailer) 5) Provide for a “stay” of a E&E Pervasive and Continuing COI decision Conflicts of Interest 45. Conflict of Interest Policy. a. Purpose The purpose of the Conflict of Interest policy is to ensure that the deliberations and decisions of the Board are made in the sole interests of the Association League. A Board Member may not disclose confidential information obtained by him or her relating to the Association League nor use his or her position with respect to the Association League in order to achieve a financial benefit for himself, herself or a third person or other entity, including another nonprofit or for profit organization. This policy is intended to supplement but not replace any applicable laws governing conflicts of interest in nonprofit and charitable corporations. b. Definitions i. Board Member. For purposes of this bylaw Board Members shall include the ARRL President, all Vice-Presidents, the Treasurer, all Directors and all Vice-Directors. ii. Financial Benefit. A Board Member achieves a "financial benefit" if the person has, directly or indirectly, through business, employment, investment, contract or family: (a) An employment, contractual, compensation, material ownership, investment interest or other financial arrangement with, any entity whose business or operation has been or will be directly affected by a decision, action, or activities of the Association League. (b) For purposes of this Bylaw a material ownership or investment interest shall be an interest that is five (5%) or more of the value of the entity. c. Administration of Conflict of Interest Policy The Ethics and Elections Committee shall administer and monitor compliance with this Policy. d. Duty to Recuse i. A Board Member shall promptly disclose the existence of any conflict of interest and shall recuse himself or herself from being present for discussion or voting on any matter in which he or she has a material financial interest may obtain financial benefit, as defined above, or is an officer or director of an entity that may reasonably be affected by the outcome of the vote. Upon recusal of a Director, the Division Vice Director shall fulfill the duties of the recused Director in discussion and voting on such matter. ii. The Board Member shall state the reason for the recusal, which shall be noted in the minutes of the Board of Directors. e. Pervasive and Continuing Conflict In the event the entity, in which If the Board Member or a prospective candidate for the Association ARRL Board has such a financial interest, has material ownership or investment interest in, or is personally employed by, an entity that is engaged in an ongoing business or activity that directly competes with a material business or activity of the Association, League or has material ownership or investment interest in an ongoing business that primarily serves the amateur radio community, the person shall be deemed to have a pervasive and continuing conflict that would render him or her ineligible to be a Board Member. f. Disclosure by Directors and Officers i. When requested by the Ethics and Elections Committee and not less frequently than once a year, each Board Member shall promptly submit a statement to the Committee identifying all business and other affiliations in which the Board Member has a Financial Interest as defined in the Bylaw. ii. A Board Member shall promptly disclose to the Ethics and Elections Committee any matter that could reasonably be considered to a “financial benefit” to such Board Member, as defined above, whether or not the Board Member believes a conflict exists. g. Determining Whether a Conflict of Interest Exists i. After disclosure of the potential conflict of interest, the disinterested members of the Ethics and Elections Committee shall determine whether a conflict of interest exists or continuing and pervasive conflict of interest exists. Neither the Board nor any Committee of the Board shall vote upon any proposed matter, transaction, contract, or arrangement in connection with which an actual or possible conflict of interest has been disclosed by a Board Member until such time as the Ethics and Elections Committee has addressed the actual or possible conflict of interest. ii. Except in the instance of a continuing and pervasive conflict, a referral to the Ethics and Elections Committee will not be required where the Board Member fully discloses to the Board his or her financial interest and abstains from participation in the Board's consideration of the proposed transaction, contract, or arrangement. iii. Decisions of the Ethics and Elections Committee may be reviewed by the Board of Directors upon the written request of five or more Directors. Review shall be limited to the materials submitted to the Ethics and Elections Committee. A majority of the Board of Directors, excluding the Board Member who is the subject of the vote, is required to change any decision of the Ethics and Elections Committee. If the Ethics and Elections Committee determines that a person has a pervasive and continuing conflict of interest, no action shall be taken predicated upon this determination until the later of either seven days having elapsed without five Directors requesting a full review or until the Board of Directors has made a ruling. h. Annual Statements Each Board Member shall annually sign a statement which affirms that such person: (i) Has received a copy of the current conflict of interest policy; (ii) Has read and understands the policy; (iii) Has agreed to comply with the policy; and (iv) Understands that the Association League is a non-profit organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. i. Periodic Reviews The Ethics and Elections Committee shall periodically consider whether and how this Conflicts of Interest Policy should be revised or amended to better meet its objectives and shall report to the Board on its recommendations and the matters referred to it and their resolution. _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org http://reflector.arrl.org/mailman/listinfo/arrl-odv