I’m attaching the slides that explain the transaction that we are considering. This will be the material that we will review during our upcoming special board meeting. I’m happy to answer any questions that folks might have in advance. In case the attached file does not pass through the ODV reflector, here is a link that folks can use to download a copy of the material –

https://www.dropbox.com/scl/fi/ss05gqaj4f1jx7dxwwby1/ARRL-Publishing-Asset-Acquistion.pdf?rlkey=6y7uf5dvazo5pdb0zxig79sfd&dl=0

Please note that the ARRL has entered into an NDA with the seller that explicitly restricts any communications about the potential transaction outside of the ARRL board and ARRL officers.

Best and 73,

Fred Kemmerer, AB1OC

(603) 413-5400

Mail: ab1oc@arrl.org

ARRL New England Division Director

Text, logo Description automatically generated

From: arrl-odv <arrl-odv-bounces@reflector.arrl.org> on behalf of David Minster <dminster@arrl.org>
Date: Wednesday, September 13, 2023 at 1:34 PM
To: "Famiglio, Bob, K3RF (Dir, AD)" <k3rf@arrl.org>, "k5ur@aol.com" <k5ur@aol.com>, "arrl-odv@reflector.arrl.org" <arrl-odv@arrl.org>
Subject: [arrl-odv:35187] Re: Special Board Meeting - Monday, September 18

This is an extremely simple transaction. No one is being asked to rubber stamp anything, as the participants and observers in the A&F Committee meeting the other night would agree. Careful time was taken to answer the committee members questions.

The headlines that each Director needs to consider are:

This is the purchase of a small set of assets from a larger publishing company
This purchase was initially intended (some 2 years ago) to allow us to purchase market share and a stream of income from a reliable, large player in the space
As a business opportunity developed in the A&F Revenue Subcommittee, it was established that ARRL hosted live licensing courses that are interactive would provide another potential stream of income AND the program already utilizes these licensing manuals
The balance of the agreement which would be up to $100K in the purchase of printed books is well within the scope of inventory purchases we make now to operate our retail business and should be of no concern or consideration by the board.

The fundamental decision that each Director needs to make is:

Does a small acquisition (<$250K) of this licensing manual business make sense from an investment perspective with a return of less than 36 months?

Perhaps Fred Kemmerer can share the slides from the A&F meeting the other day.

From the discussions I have had, I believe that this has widespread support from the directors – and the support is appreciated.

David

From: arrl-odv <arrl-odv-bounces@reflector.arrl.org> On Behalf Of Famiglio, Bob, K3RF (Dir, AD)
Sent: Wednesday, September 13, 2023 11:18 AM
To: k5ur@aol.com; arrl-odv@reflector.arrl.org <arrl-odv@arrl.org>
Subject: [arrl-odv:35185] Re: Special Board Meeting - Monday, September 18

If we are to be asked to vote on a purchase of all or part of an ongoing publishing business, we need to see the details in advance in order to digest them, form questions for the meeting and consider how to vote. Rubber stamping someone else’s recommendation is not a good practice exercising the duties of the office of a director.

If a proposed agreement has a significant price tag and has been rough drafted for discussion, that also will be helpful to review terms and conditions. Our league has been down this road in the last decade or so with respect to contract approvals which did not turn out well because the devil was in the details not considered or identified. Let’s jog our institutional memory in that regard. A few days to study the proposed transaction terms before a vote is necessary. Anyone else agree or are we not expected to approve an agreement to proceed yet?

Bob Famiglio, K3RF

ARRL Atlantic Division Director

610-359-7300

www.QRZ.com/db/K3RF

From: arrl-odv <arrl-odv-bounces@reflector.arrl.org> On Behalf Of k5ur--- via arrl-odv
Sent: Tuesday, September 12, 2023 6:24 PM
To: arrl-odv@reflector.arrl.org <arrl-odv@arrl.org>
Subject: [arrl-odv:35184] Special Board Meeting - Monday, September 18

Hi all:

Thus far I have 13 Directors requesting a special Board meeting regarding the request of the A&F Committee concerning a business opportunity. Therefore, we will have a special Board next Monday, September 18, at 8:00 PM Eastern time.

Zoom info will be provided prior to that time.

Thanks.

73,

Rick - K5UR