Doug, that’s attorney language that we have encountered before. My layman’s understanding is that we can withhold consent if we have a valid reason for doing so. If Paul wants to rename the lab for himself we have, in effect, already given our consent in advance. Any of several attorneys no doubt will correct me if I’m wrong. Dave From: Rehman, Doug, K4AC Sent: Friday, May 30, 2014 4:25 PM To: Sumner, Dave, K1ZZ; arrl-odv Subject: RE: [arrl-odv:22762] CONFIDENTIAL Proposed Gift Agreeement for Re-naming of ARRL Lab In looking at Paragraph 4 (copied below with highlights), it appears that there are two entirely different provisions for Sergi to change the name: 1) To change it to the “Paul D. Sergi Lab at ARRL Headquarters (the second highlighted sentence) 2) To change it to something that is entirely undefined that we cannot “unreasonably” prevent (the first highlighted sentence) Am I reading that correctly? (Note: There is NO mention of #2 in the significant deal points document, just #1) Doug K4AC “4. Renaming of the ARRL Laboratory. The ARRL Laboratory will, within thirty (30) days after the Effective Date be renamed the “DX Engineering Lab at ARRL Headquarters” (hereinafter referred to as “DXEL”) and it shall bear that name for a period of not less than 25 years following the Effective Date unless there is a breach by Sergi in the funding of the Donation. During that 25-year period, assuming no such breach, the naming rights for the Laboratory will continue to be held by Sergi and may be changed upon the mutual agreement of Sergi and ARRL, which consent to a name change will not be unreasonably withheld or delayed by ARRL. If, before the fifth (5th) anniversary of the Effective Date, the entire Donation has been paid to ARRL by Sergi, then Sergi will be entitled to an additional five (5) years of naming rights added to the 25 years of naming rights provided for hereunder, without the requirement of an additional donation to ARRL. Notwithstanding any provision to the contrary, Sergi may at his discretion, and at any time during the term, change the name of the ARRL Laboratory to the “Paul D. Sergi Lab at ARRL Headquarters,” or some variation thereof. At any time during the term of this Agreement and any extension thereof, in his sole and absolute discretion, Sergi may elect to decouple or remove the designated name from the ARRL Laboratory. In such event, upon receipt of such notice from Sergi, ARRL must take all such actions as necessary to remove the name as requested by Sergi.“ From: arrl-odv-bounces@reflector.arrl.org<mailto:arrl-odv-bounces@reflector.arrl.org> [mailto:arrl-odv-bounces@reflector.arrl.org] On Behalf Of Sumner, Dave, K1ZZ Sent: Friday, May 30, 2014 3:50 PM To: arrl-odv Subject: [arrl-odv:22762] CONFIDENTIAL Proposed Gift Agreeement for Re-naming of ARRL Lab CONFIDENTIAL ARRL Directors: On behalf of the Administration & Finance Committee I am pleased to forward the attached Gift Agreement for your review and consideration. The Gift Agreement with Paul Sergi, NO8D, calls for a $1,000,000 donation to the ARRL in return for naming rights to the ARRL Laboratory. It has been reviewed by the attorneys for both parties. The following explanation comes from A&F Committee Chairman Greg Widin, K0GW: “The agreement in principle was approved by A&F, and is acceptable to HQ management as well as ARRL Laboratory personnel. Further development of the specific wording involved Mary Hobart, Rick Niswander, Chris Imlay and me. “The agreement is contained in the file named ‘Sergi ARRL Gift Agreement-final-May27-14.’ The second attachment is a listing of high-level ‘deal points’ concerning the agreement, and the benefits and protections included. “In recognition of this contribution, the agreement will re-name the ARRL Laboratory as the ‘DX Engineering Laboratory at ARRL Headquarters’ for a period of 25-30 years. Regardless of the re-naming, the agreement provides protections for the continuing independence of ARRL Laboratory, its operations, and related editorial matters. Please review the relevant clauses in the agreement. The ‘deal points’ indicate the specific paragraphs in the Agreement related to maintaining the independence of the Lab. “The A&F Committee believes that this agreement is as good a deal as can be negotiated and it is in the best interests of the ARRL. We also believe this agreement will not only provide significant funding to support the Lab for decades, but it also will also encourage further contributions to the Second Century campaign.” While naming opportunities have been envisioned for several years this is the first to proceed to the point of an actual agreement. The re-naming of the ARRL Lab is a policy issue that rightfully belongs before the full Board. Fulfilling the terms of the agreement require that it be completed prior to the Centennial National Convention, which is before the next in-person meeting of the Board. Article 6 of the Articles of Association gives the Executive Committee the discretion to submit proposed resolutions to the Board for mail or electronic vote. At this time the Executive Committee has not considered the matter; only the members of the Administration and Finance Committee have had that opportunity. Because the issue ultimately will be considered by the full Board, in the interests of timeliness and efficiency President Craigie and I feel that it is appropriate to place the information concerning the agreement before the full Board now rather than engaging in a two-step process. Therefore, all Board members are invited and requested to review the attachments carefully and to pose questions to the A&F Committee and management, on the understanding that it will be the prerogative of the Executive Committee to authorize the actual vote by the Board. An appropriate resolution at that time would be along these lines: RESOLVED, that in accordance with the recommendation of the Administration & Finance Committee and management, the ARRL Board of Directors approves renaming the ARRL Laboratory in the manner and for the time specified in the Gift Agreement between ARRL and Paul D. Sergi, NO8D. Finally, please note that this matter is CONFIDENTIAL until such time as both parties are able to make the announcements specified in the Gift Agreement. 73, David Sumner, K1ZZ, Chief Executive Officer and Secretary