Dear Officers, Directors, and Vice Directors,

Regarding  motion EC-1 to amend the Articles of Association:

Article 10 of ARRL's Articles of Association specifies "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 2/3 vs 3/4 is equivalent to 10 vs 12, a two vote difference, required to pass the motion. (Further in that section,  "Notices shall be sent by First-Class mail or electronic mail to the last known address to each Director.")

To satisfy the 30-day notification requirement, Dan Henderson sent notice to ODV on November 12, 2018.

I was concerned that new Directors had not received the notice 30 days in advance. I asked Connecticut counsel for an opinion.  His opinion is that by notifying the Board that existed 30 days prior to the vote, we had satisfied the requirement, and a 2/3 vote is required to pass the motion.  

"Absent explicit language in the Articles of Association or Bylaws, or a consistent and uniform course of conduct (which would arguably "fill the gap" of a silence in the Bylaws and/or Articles), addressing the scenario of a new director joining the Board during a notice period I think the reasonable approach is that the 30 days advance notice apply only to directors serving on the Board when the notice is initially provided.  In other words, a new director who joins after notice is provided does not re-set the 30 day clock."

I would suggest that the Board accept, or reject this opinion well prior to voting on the EC-1 motion and establish whether 2/3 or 3/4 vote is required to pass the any such motions.  The action taken here, unrelated to EC-1, could be argued as establishing a "course of conduct" for future situations.

73, Howard, WB2ITX

-- 
Howard E. Michel, WB2ITX
Chief Executive Officer
ARRL, The National Association for Amateur Radio™
225 Main Street, Newington, CT 06111-1494 USA
Telephone: +1 860-594-0404
email: hmichel@arrl.org