December 13, 2012 NOTICE OF ANNUAL MEETING ALL DIRECTORS: In compliance with the requirements of the Articles of Association and the relevant provisions of the Bylaws, the 2013 Annual Meeting of the Board of Directors of The American Radio Relay League, Incorporated, is hereby called for 9:00 A.M., Friday, January 18, 2013, at the Renaissance Pere Marquette at 817 Common St., New Orleans, Louisiana. I am circulating this Notice a few days earlier than usual because I will be out of the country from tomorrow until the evening of December 19. Arrangements have been made for a group dinner on the Thursday evening preceding: attitude adjustment at 5:30 P.M. and dinner at 6:00 P.M. The timing of these arrangements on Thursday may be subject to change. Other group meals are Friday and Saturday breakfast and lunch, and Friday dinner. Note that there will be a cash bar, not an open bar, prior to the dinners. Purchases from the cash bar are not reimbursable. We expect the meeting will conclude by 5:00 P.M. on Saturday. A group photograph will be taken on Friday after the luncheon break; the dress code for that occasion is business attire (for men, jackets and ties). Honorary vice presidents, directors emeritus, past presidents, and past directors are invited to attend in observer status at personal expense. Vice directors are authorized to attend with expenses charged to the Board Meeting account. Cash advances are available upon request for those traveling at League expense. Transportation from and to Louis Armstrong New Orleans International Airport is by taxi or shuttle (not provided by the hotel). The taxi fare is $32.00 one way for up to 2 people. For more than 2 people there is a flat rate of $14.99 per person. By airport shuttle the rate is $38.00 per person round trip, but the shuttle is likely to make multiple stops. An accommodation form accompanies this Notice; please return the form or respond by email as soon as possible, and in any case by December 28, to Lisa Kustosik, KA1UFZ, at HQ: lkustosik@arrl.org. Accompanying spouses are invited to attend breakfast and dinner with the Board family. The tentative agenda for the meeting will be circulated separately by email. As of now there are no proposals for amendments to the Articles of Association or Bylaws that have been brought to the attention of the Secretary. Please note the provisions of Article 10: These articles may be amended by a three fourths vote of all Directors, or, provided due notice of the proposed amendment shall have been placed in the mail to each Director at least thirty days in advance, by a two thirds vote of all Directors. The Board of Directors may from time to time adopt Bylaws not inconsistent with the Articles and applicable statutes. Bylaws may be amended by a three fourths vote of all Directors, or, provided due notice of the proposed amendment shall be mailed to each Director at least thirty days in advance, by a two thirds vote of all Directors. Notices shall be sent by First Class mail or electronic mail to the last known address to each Director. A notice of a proposed amendment distributed either via arrl-odv@arrl.org or arrl-od@arrl.org no later than December 19 would meet the advance notice requirement. Bylaw 45 requires that the President, all Vice-Presidents, the Treasurer, all Directors and all Vice-Directors shall annually sign a statement which affirms that such person: (i) has received a copy of the current conflict of interest policy; (ii) has read and understands the policy; (iii) has agreed to comply with the policy; and (iv) understands that the Association is a non-profit organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. A form to accomplish this affirmation will be distributed along with the meeting agenda. It is requested that insofar as possible, motions to be submitted at the meeting be prepared in advance in writing so that a copy can be handed to the Secretary at the time of presentation. It is important that the motion as handed to the Secretary be the same as that submitted for Board consideration. While we will have word-processing and duplicating capability at the meeting site, this should not replace advance preparation. If you wish to have a proposed motion circulated in advance, either send it to me as soon as possible or post it on the Board's electronic remailer. Please also note Standing Order 30: "Each Director offering a motion requiring the expenditure of funds for implementation shall include with the motion his [or her] estimate of the costs involved and the suggested method of funding those costs." Also note Minute 42 of the 2004 Annual Meeting: "Any motion to create or substantially modify a program or activity shall include documentation of the expected revenue and expense generated by the proposed program or activity." Finally, meeting attendees are advised that the proceedings will be recorded electronically. Sincerely, David Sumner, K1ZZ Secretary
