Directors:
One consequence of Brian Mileshosky’s
election as Second Vice President is that he is, of course, no
longer an ARRL Director. An unintended consequence that was
not immediately recognized is that this reduced the number of
ARRL Directors who are also Directors of the ARRL Foundation
to four.
The Articles of Incorporation of the ARRL
Foundation specify that there be nine Directors, and that: “A majority of the Directorships of the corporation
shall always be held by persons who are Directors of the
American Radio Relay League, Inc.” Therefore, as of the
conclusion of the ARRL Board meeting on January 16 the
Foundation Board was not constituted in accordance with the
Articles of Incorporation and is unable to transact business
until this is corrected.
On Wednesday, January 27,
ARRL Foundation Director Marty Green, K2PLF, submitted his
resignation. The Foundation’s Articles of Incorporation
provide that: “Vacant Directorships shall be filled for the
unexpired term of such Directorships by the Board of
Directors of The American Radio Relay League, Inc.”
General
Counsel Imlay has confirmed that such a vacancy can be filled
using the procedure set out in Article 6 of the ARRL Articles
of Association: “The Executive Committee may in its discretion
submit for determination or decision by members of the Board
of Directors by mail or electronic vote any proposal pending
before the Executive Committee. When such submission is made,
it shall be in precise terms embodying the text of the
proposed resolution. Such action shall be binding upon the
Executive Committee.”
ARRL Foundation President and ARRL Director
Frenaye has determined that ARRL Director Norris is interested
in and willing to serve on the Foundation Board to complete
Marty Green’s term and has requested that the Executive
Committee submit this nomination to the ARRL Board for
approval. The Executive Committee has voted to do so.
Therefore, in accordance with Article 6 of
the ARRL Articles of Association, the following motion is now
before the ARRL Board:
Moved, that David Norris be elected to the ARRL
Foundation Board of Directors for two years to fill the term
remaining after the resignation of Martin Green, K2PLF.
Directors, please let me have your votes at your earliest
convenience.
For your information, here are the current
ARRL Foundation Directors and the years in which their current
terms expire:
Tom Frenaye, K1KI (2018)
Dick Isely, W9GIG (2019)
David Woolweaver, K5RAV (2019)
Jim Pace, K7CEX (2017)
Andrea Wayward, KG4IUM (2019)
Brian Mileshosky, N5ZGT (2018)
Jim Fenstermaker, K9JF (2017)
Bruce Frahm, K0BJ (2017)
73,
David Sumner, K1ZZ
Secretary, ARRL