Having talked to some of you directly, and discussed the situation with our CT counsel, Minute 13 will reflect that it was a vote to re-elect the CEO which, despite what might have actually been said, was the intent. That conforms with the contract. And in my mind, the election of an officer is not strictly a personnel matter, we will include the vote count.

Again, we will issue the final minutes for a formal vote of the Board on Thursday of this week.

Thanks everyone for your input.

73,

Barry, N1VXY

From: k5ur@aol.com <k5ur@aol.com>
Sent: Tuesday, February 4, 2020 11:55 AM
To: Shelley, Barry, N1VXY (CEO) <bshelley@arrl.org>; Carlson, Kermit, W9XA (Dir, CD) <W9XA@yahoo.com>; Pereira, Carla, KC1HSX <cpereira@arrl.org>; arrl-odv <arrl-odv@reflector.arrl.org>; Tiemstra, James, (Dir, Pacific) <K6JAT@comcast.net>
Subject: Re: [arrl-odv:29519] Re: Final Draft Minutes of Board Meeting

Barry, the vote was for the election as CEO. We had to vote yes or no because the contract renewal was based on whether he was elected as CEO.

We need to include the vote count. That is consistent with what we have done historically by including the count for Officer elections.

Rick - K5UR

-----Original Message-----
From: Shelley, Barry, N1VXY (CEO) <bshelley@arrl.org>
To: Carlson, Kermit, W9XA (Dir, CD) <W9XA@yahoo.com>; Pereira, Carla, KC1HSX <cpereira@arrl.org>; arrl-odv <arrl-odv@reflector.arrl.org>; Tiemstra, James, (Dir, Pacific) <K6JAT@comcast.net>
Sent: Tue, Feb 4, 2020 8:30 am
Subject: [arrl-odv:29519] Re: Final Draft Minutes of Board Meeting

Good Morning All:

Just a clarification from the recording. The item was introduced as an election, Kermit nominated Dr. Michel. The nominations were never closed as would normally be the case before President Roderick stated it was a vote to renew the contract. I will admit, there’s certainly some ambiguity here and that’s why we’re having trouble characterizing it.

One point that hasn’t been brought up yet but I think should be noted. There were two votes on employee contracts held throughout the meeting. The first at Minute 13 was made public in the minutes. The second at Minute 47 (although it was in the Committee of the Whole) was not made public. This inconsistent treatment of employee contracts is problematic but I’m not sure there’s anything that could be done about this now. The inconsistency could be a problem for the organization if there was ever a legal action, however unlikely.

This is not a fight I feel we need to undertake. I’ve made my opinion clear that I believe it was a personnel action because it was a vote on an employee contract, albeit and regrettably done in public. So far, however, I’ve not seen a clear majority of the Board for either treatment (personnel issue or not). This needs to be resolved ASAP so that minutes can be issued and the meeting story written and published. I’m surprised we’re not seeing a lot of complaints from members at this point.

So here’s what I’m going to do. I will present the final minutes for Board approval on Thursday as per our rules. It will treat the matter in Minute 13 as a personnel issue and not include the vote count. This at least presents a similar treatment, although not the same in detail, for both contract matters. That is the version that the Board will be asked to vote on. If the majority does not vote for that final version of the minutes, then I will take that as a decision to include the vote count in Minute 13. Accordingly, I will make that change and reissue the minutes immediately for a final vote.

If anyone has any questions, please let me know.

73,

Barry, N1VXY

From: arrl-odv <arrl-odv-bounces@reflector.arrl.org> On Behalf Of Kermit Carlson via arrl-odv
Sent: Tuesday, February 4, 2020 8:30 AM
To: Pereira, Carla, KC1HSX <cpereira@arrl.org>; arrl-odv <arrl-odv@reflector.arrl.org>; Tiemstra, James, (Dir, Pacific) <K6JAT@comcast.net>
Subject: [arrl-odv:29518] Re: Final Draft Minutes of Board Meeting

Hello All;

My mistake - that should read Minute 13).

73, Kermit

On Tuesday, February 4, 2020, 7:26:08 AM CST, Kermit Carlson via arrl-odv <arrl-odv@reflector.arrl.org> wrote:

Hello Jim et al;

With regard to Minute 11). that issue was introduced

as an election, which requires a nomination from the floor.

A nomination was made and since there was a single candidate

with a pending contract renewal there was a vote with yes/no

vote. Ballots were distributed, collected by the teller committee

and counted. The revised minutes reflect that action of the

body.

Thank You

73, Kermit W9XA

On Monday, February 3, 2020, 9:51:24 PM CST, James Tiemstra <k6jat@comcast.net> 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/

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