Aye. Dwayne Allen, WY7FD -----Original Message----- From: "Sumner, Dave, K1ZZ" <dsumner@arrl.org> Sent: 1/29/2016 9:30 To: "arrl-odv" <arrl-odv@arrl.org> Subject: [arrl-odv:25078] Electronic vote on filling ARRL Foundation Board Vacancy 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