*The Rumors Rampant Upon The Land (/as //reported by //multiple sources/): **All Information Has Been Embargoed* (1) That after the lawyers on the Board — the undersigned, Tiemstra, Raisbeck and Famiglio — gutted the Day Pitney 3.17.17 memo and the Gallagher, Imlay, Bellows 4.3.17 memo by establishing that the ARRL corporate structure (Directors & Vice Directors) IS legal under Connecticut law a decision was made on the vigorous recommendation of Lisenco, with the equally vigorous support of Rick Roderick, that all further discussions — apparently as to any League business — were to be only on the OD and that the VDs were to be excluded. The absence of any traffic on the ODV supports that rumor. *The Current Corporate Structure Has Been Confirmed To Be Legal* (2) Day Pitneywas asked to submit another memo in an effort to counter the legal analysis of the Vice Directors. It is my understanding that the new Day Pitney memo does not support the proposed elimination of the Vice Directors on legal grounds. In fact, the new DP memo is rumored to state unequivocally (/con//tra//ry to the hysterical assertions of some of t//he Vice Director elimination proponents/) that the League is in no danger of losing its Charter, being charged with illegal or improper activities or being shut down by the State of Connecticut. It is reported that DP was requested to and does attempt to distinguish some of the case law cited by the VD Lawyers, but that DP concedes that very good arguments support the VD Lawyers' analysis. To address Mike Raisbeck's earlier email, it is also reported that Rick Roderick did order that the Day Pitney memo not be circulated to the Vice Directors, for at least a week. It is my understanding some of the Directors objected /[kudos for your courage and character/] to that decision and that as a possible result of those objections or as a result of the non-supportive conclusions of the DP memo having been leaked, RR has agreed to release the new DP memo. As it now stands, it appears there is not, and never was, a legal basis to argue the ARRL's corporate structure is illegal or prohibited. *The Proponents (or some of them) **Of The Elimination **Of The Vice Direc**tors **Don't Care About The Law* (3) It has been reported that a particular director sent at least two different emails to the EC or the OD. One is reported to have been an extended screed in the vein of "/we don't need no stinkin' Vice Directors/." Another is reported to have argued that "/it doesn't matter what Day Pitney/" says — /damn the law, full speed ahead!!! — the Vice Directors have got to go/. *The Kill All The Vice Direc**tors Bylaw Has Been Drafted — But There May Be An Intent To Conceal The Actual Content?* (4) That an actual Bylaw proposal to eliminate the Vice Directors — despite there being no legal basis to do so — and despite the rumor that 11 Directors have stated they do not support it — has been drafted by Rick Roderick and Bellows. It is also rumored it is Rick Roderick's intent, that regardless of pre-meeting lack of support, to force a vote on either the Roderick/Bellows current draft or a modification of that draft — and that regardless of the final content, that it WILL NOT be provided to the Vice Directors before the July Board Meeting. The foregoing, based on multiple sources, is supposed to be embodied in multiple emails sent on the OD or perhaps sent only to the EC or sent to a select group of Directors. I have asked multiple sources for the emails and documentation for the above; I understand others have also. But, none of the emails/reports have yet been provided. * **For What Shall It Profit A Man, If He S**hall Gain The Whole World, And Lose His Own Soul?* Without regard to the merits of anyone's position, can anyone explain how the malignant secrecy shrouding the actions of the few: (a) serves the statutory fiduciary duties we each have to the League, or (b) serves the fiduciary duties we have (/say, it isn't so Joe!/) to the League's Members, or (c) serves the fealty we are supposed to owe to the League under the Code of Conduct, or (d) serves to meet what some continue to tout as a duty of collegiality one to another? A few, it appears a minority few, have embarked — really are hell-bent — on the disenfranchisement of the Members and a radical consolidation of power in the hands of a non-Member elected President. Could someone explain how it is reasonable to propose to disenfranchise the Members behind the shroud of the euphemistically styled Code of Conduct — and to never engage the Membership in an open and frank discussion of why a few believe it would benefit the Members? Or is the idea so devoid of merit that it cannot withstand the light of day? By the same token can someone explain how it is reasonable to exclude from participation in the full and frank discussion some or all of the very representatives [/Directors and Vice Directors/] elected by the Members to represent the Member's interests and concerns? Or have we reached the depths where there should be a QST editorial to publicly proclaim the sentiment, as espoused by one of our Officers — that /the Members will take what we give them and will damn well like it?/ If the Vice Directors are eliminated in secrecy — whether by the concealed machinations of a few Directors/Officers/employees or by concealment from the Members — how will that secrecy, that loathing contempt and loathing disrespect not permanently harm the image and value of the ARRL to the Members? You know — those people who write the checks? *There Are Those Who Dissent* One should not draw the conclusion from this email that all of the Front 15 are complicit in, or supportive of, the secrecy, the sentiments supporting the secrecy or the VD elimination proposal. To the contrary, it is clear from discussions with multiple sources that there are a substantial number of Directors who not only object to the malignant secrecy and sentiments, but who have spoken out within the OD or in private that the secrecy is improper and that the VD elimination matter is of such importance that it should be openly and freely discussed, but who out of a belief that absent a vote voiding Roderick's embargo, that they should not speak publicly outside of the confines of the OD or EC. One can respect that decision. As I stated in the beginning, the foregoing is the substance of the conversations with multiple reliable sources, but it lacks the requested, and preferred, supporting memos, emails and drafts. But, the sources are reliable, the embargo on inclusion is real and the intent to "/rid the League of those meddlesome VDs/", as meritless, as unsupported and as potentially disastrous as it may prove, is also real. Accordingly, fiduciary duty mandates we share and act on the information available. *-----------------------------------------------------* ** John Robert Stratton N5AUS Office telephone: 512-445-6262 Cell: 512-426-2028 PO Box 2232 Austin, Texas 78768-2232 *-----------------------------------------------------*