Mike, I can assure you that there was no plan or intention to short circuit the role of the Executive Committee to consider whether or not to authorize a vote of the full Board prior to the next in-person meeting of the Board. Of the 15 voting Directors, five are on A&F and already had the information that I sent to ODV yesterday. Five are on the EC. It seemed undesirable to leave the other five in the dark while the EC considered the question. On the contrary, I'm sure the EC members will consider the views of their non-EC colleagues in deciding whether or not to take that step. 73, Dave K1ZZ ________________________________________ From: Lisenco, Mike (DIR, Hudson) Sent: Saturday, May 31, 2014 12:47 AM To: Sumner, Dave, K1ZZ; arrl-odv Subject: Re: [arrl-odv:22762] CONFIDENTIAL Proposed Gift Agreeement for Re-naming of ARRL Lab Good Morning, This is wrong in so many ways that I’m having a hard time finding a beginning. There is so much I want to address. These are just some thoughts. I apologize in advance for what may seem like a tirade. First, I strongly suggest that we follow procedure in this matter. Frankly, the gist I’m getting is that this issue is being railroaded --- not fast-tracked. I understand that the terms of the donation require that this get done prior to the Convention, however, before I even remotely want to consider this offer and proposal to the ARRL, the issue needs to be examined completely and thoroughly. I respectfully ask that this be referred to the Executive Committee, post haste, for their consideration as per Article 6 of our Articles of Incorporation. I do not believe that the A&F Committee, League management, and/or League officers have the authority to unilaterally send this to the full Board. I have to say that, in my humble opinion, we are making a major mistake in ignoring the Articles of Incorporation if we bypass the Executive Committee’s full role in the process. It sets a very dangerous precedent, one that I do not wish to endorse. I also ask that NO motion be made until the Executive Committee reports their findings back to the full Board. There is much at stake here and I for one do not want to rush into any decision. If that means that the gifting does not take place, then so be it. Second, I don’t believe that the A&F Committee, which apparently has had this under consideration for some time, got the “best deal possible.” Looking at the agreement, it seems to me that the numbers don’t do us much good. The first monies to be collected are the $250,000 initial payment. Investing that with a rate of return of 5% would give us real dollars of only $12,500 in interest the first year. Year 1 $12,500 Year 2 $18,750 Year 3 $25,000 Year 4 $31,250 Year 5 $37,500 Year 6 $43,750 Year 7 $50,000 Take that out to year 6 (not compounding interest) with payments of $125,000 per year you can add an additional $6,250 per year culminating in an annual return of $50,000 a year. That means we’d be selling out the naming rights for bupkis. (Yes, I know we have the principal to play with. Of course, that will take years to get, too.) And why did it take so long to get to the Board for comments? Shouldn’t we have been consulted for input and suggestions before presenting us with a fait accompli? Third, I find the issue of a partial payment for naming rights appalling. We should not accept anything other than full payment up front for 30 years naming rights. If the donor defaults at any point, we’ve already gone to great expense, as per the agreement, to rename and publicize the name and relationship. We will more than likely not be able to collect on any monies still owed to us should he default. Next, point #7 in the agreement states that the donor will not have any influence on the ARRL, the Lab, QST, League web, video, or print, etc. However, point #10 sets out ways in which the donor may “suggest” improvements to the Lab, its activities, video production, and other “DXEL Initiatives” with final approval to be made by the League. I believe, no matter how you spin this, there will always be the appearance of undue influence on the part of the donor. The membership is not ignorant. This will not pass their smell-test. We can’t forget point #4, which renames the lab to the “DX Engineering Lab at ARRL Headquarters” for a period of 25 to 30 years. Of course, the donor could change the lab name to his own. (Which is far less objectionable to me and something I could easily live with along with other changes to the agreement. Do that and then let’s talk.) Let’s move to point #12, which I find to be the most onerous part of the agreement and the primary reason why I will not lend my name to this document. Bottom line, for the sum of One Million Dollars, the ARRL will now become “The DX Engineering American Radio Relay League.” I wonder how this is going to play in Peoria? To get the funds, here’s what we give as quid pro quo: * A news release, webinar, QST article, and web coverage to announce the donation. * The new lab name “DX Engineering lab at ARRL Headquarters” will be used EVERYWHERE! In all publication references, web pages, promotional materials, in QST, and wherever the lab is referenced. Where the lab name is used multiple times, hell, we even drop the ARRL name and refer to it as the “DX Engineering Lab.” Of course, we don’t have to take a pen and cross out old references in existing publications, though I must say I’m surprised that we weren’t asked to take our Sharpies and do just that. * Welcome banners/posters for display at the lab which will include the DX Engineering logo, (and other logos deemed appropriate by the ARRL – I guess that means that we’ll be allowed to include the ARRL diamond in our own HQ! Lucky us!). * A poster to be placed in the lobby during the ARRL Centennial Convention and during the remainder of 2014 which includes the DX Engineering logo in a prominent manner (and once again, thank you so much, any other logo deemed appropriate by the ARRL. * A wall plaque at the lab entrance displaying the DX Engineering logo (guess what, our logo too). * Banners to be used at Conventions (must be the new DXE/ARRL logo). * A grand opening/ribbon cutting event at HQ in the Fall of 2014 ---- guess they didn’t want to upstage us at the Centennial Convention. Oh wait, they don’t have to --- their logo will be everywhere anyway! * An ongoing part of ARRL public displays at major amateur radio events – again, the new DXE/ARRL logo. Or, perhaps, I should call it DXEARRL (no slash or hyphenation anymore!) * The catch all phrase --- other recognition as determined by the parties. (Maybe this is where we drop the ARRL from DXEARRL, so it’s just DXE!) But wait, there’s more!! Here’s the best part ….. WE HAVE TO PAY FOR ALL THIS!!! “ARRL will be responsible for all costs and expenses associated with these recognitions…” We have ways to describe this in Brooklyn, most of which are unprintable. Perhaps Judge Judy articulates it best when she says, “don’t pee on my shoes and tell me it’s raining!” To my fellow members of the ARRL Board of Directors I say, “Please scrutinize the Emperor, because he has no clothes on!” If we accept this agreement as it currently stands, we would be selling out the League and our souls for a few measly bucks (yes, in this case one million is a few measly bucks). We were so concerned with conflicts of interest last week for something that was, in essence, so minor. Yet this situation, which reeks of conflict, is getting jammed down our throat. I hesitate to wonder what our other advertisers will think. I know you can argue that they, too, could give money. So what’s next? The Yaesu Men’s Room? The Icom Employee Lounge? The Kenwood Lobby and Book Store? Has anyone on A&F asked our advertising department how they think this will play out? I don’t think we’ll ever have to worry about “inside” advertising information getting to CQ. Frankly, I think all we have to do is sign this agreement, effectively shooting ourselves in both feet! This is not to be facetious. This is to make a point. We should not be mortgaging our name so easily. There are way too many strings attached here. Like some of my colleagues, I believe we give up substantially more than we get. Let’s not blatantly commercialize the ARRL to our detriment. That should not be our legacy. Remember, this contract is for 30 years. I, for one, do not want to hang this albatross on the necks of future ARRL members, especially in this, our Centennial year! 73 de Mike N2YBB