So it appears the next question would be does specifying that Vice Directors may attend all meetings of the Board unless specifically excluded do anything to change their liability? Given that they are passive observers of the meeting I wouldn’t think so, but what do the legal minds say? On a tangential issue, what is the liability of the Officers since they are defined as being members of the Board, can speak at meetings, but cannot vote? 73, Doug K4AC From: arrl-odv [mailto:arrl-odv-bounces@reflector.arrl.org] On Behalf Of Christopher Imlay Sent: Wednesday, August 27, 2014 3:22 PM To: vze18vwgu@verizon.net Cc: arrl-odv Subject: [arrl-odv:23232] Re: EC study motions, again Mike, let me be the first "whack-a-mole" to pop my head up on this: The way I see this, your question is moot: Vice Directors, notwithstanding the oft-used "heartbeat away" characteristic, are, without any doubt at all, for so long as they are Vice Directors, not members of the Board of Directors. This is clear not only from Connecticut non-profit statutes but also from our own Articles and Bylaws. We can argue a lot about our very unique concept of Vice Directors and the circumstances under which they act on behalf of an absent Director, but it is not reasonable as I see it to equate the liability of a Director for an action taken by the Board with the liability of a Vice Director for actions taken by the Board of Directors of which the Vice Director is not a member. 73, Chris W3KD On Wed, Aug 27, 2014 at 1:01 PM, <vze18vwgu@verizon.net> wrote: A question for our esteemed and learned brothers at the bar (sadly, we have no sisters at the bar): To what degree are corporate directors liable for the actions of a board when they were not permitted to participate in, or even listen in on, the salient deliberations? If the answer is "in many circumstances they are", then there is a question of fundamental fairness surrounding the exclusion of vice directors from any board deliberation, since they could at any moment and without action on their part become directors. If the answer is "generally not", then the discussion of vice director attendance is mostly relevant to pissed off vice directors. I must confess that "business organizations" was way down on my list of favorite subjects, and I did my best to sleep through it ... My hunch is that the former answer is mostly correct, but greater minds may know otherwise. Which way is it, folks ?? 73 Mike K1TWF _____ _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org http://reflector.arrl.org/mailman/listinfo/arrl-odv _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org http://reflector.arrl.org/mailman/listinfo/arrl-odv -- Christopher D. Imlay Booth, Freret & Imlay, LLC 14356 Cape May Road Silver Spring, Maryland 20904-6011 (301) 384-5525 telephone (301) 384-6384 facsimile W3KD@ARRL.ORG