Hi Tom, Thanks for your input. Yes, the NDA is intended to apply only to Directors and Vice Directors prior to January 1st. After January 1st, they will be bound by their fiduciary duties to ARRL. Therefore an NDA is not required at that time. The issues you raise regarding the NDA are valid. One of the new Directors raised the same issue. I immediately offered to modify paragraph two to limit the confidential information to information disclosed after the effective date of the NDA and prior to January 1, 2019. I think a period of two years after that would be a sufficient period of time to protect the confidential information. I also offered to modify paragraph seven such that all parties are responsible for their own legal fees. I asked him and the other new Directors if there were other areas of concern. I have not heard back from any of them. Therefore we have not granted them access to confidential information. I initiated using the NDAs, after discussing it with Connecticut council and Rick, because it is standard practice to not disclose confidential information without having the recipient sign an NDA. I did not discuss it with A&F or E&E. I view it as my responsibility to manage the ARRL business. Regarding having both the new Director and outgoing Director on ODV at the same time, it was my understanding that was standard process at ARRL. I would hope that in spite of any disappointment that the out going Directors feel, they will nevertheless work with the new Directors to help move ARRL forward. I'll be on travel tomorrow, but if you have additional concerns I will try to answer them in the evening. 73, Howard, WB2ITX On 12/5/2018 9:01 PM, Frenaye, Tom, K1KI wrote:
Howard -
I see that "getting started" messages have gone out to new Directors and Vice Directors. I was surprised to learn that an NDA (Non-disclosure agreement) was being required in order for them to get access to ODV and the OD and ODV email reflectors.
I've attached a copy of the letter sent out, and the NDA agreement (complete with a few typos).
I like the general plan to give access to ODV files for new board members ahead of time, and think an NDA may be an appropriate part of the process. I'm not sure that having a new board member on ODV or OD at the same time as the old one is a great idea though - some election battles leave significant scars..
The text of the letter suggests that the NDA is a requirement for the time period between now and January 1st when the new board members are officially in office. Presumable the NDA isn't required after January 1st but it raises a question since there is no expiration date for the NDA. Are we now asking for a lifetime NDA from new board members? Will existing Directors, Vice Directors, Officers also be asked to sign one as well? I don't believe one is needed except for the period before someone takes office.
I hadn't heard of this (new?) process through any Board committees or communications, so presumably this has been discussed in A&F or E&E? It has not been discussed within the EC.
Maybe this process has been followed for years - so let me know if I'm just uninformed.
Thanks
-- Tom
===== e-mail: k1ki@arrl.org ARRL New England Division Director http://www.arrl.org/ Tom Frenaye, K1KI, P O Box J, West Suffield CT 06093 Phone: 860-668-5444
-- 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