From many e-mails and phone conversations I have had this weekend, it is evident that the Gift Agreement in its current form is not acceptable to the Board. Personally, these discussions have led me to understand that the *appearance* of neutrality of the ARRL Lab is equally important as the details of any written agreement. A major requisite of this is that naming of the Lab *cannot* include the name of a firm such as "DX Engineering". At this time, we don't know if this is a deal breaker for this gift.
Though I am not the "sponsor" of this deal, as A&F Chair, I am trying to arrange appropriate communication with DXE principals, in the interest of determining whether there is latitude to negotiate on this critical point. At this time, I have nothing to report, but I am still hopeful that we may be able to structure an arrangement whereby ARRL can accept this substantial gift in a manner which clearly and visibly does not affect our objectivity and independence. I will inform this group about any development. Though it would be desirable to execute an agreement before the Centennial, timing is secondary to acceptability on these criteria. I hope you all will support this approach, and appreciate your patience as we probe the possibilities of this delicate situation. 73, Greg, K0GW On Fri, May 30, 2014 at 2:50 PM, Sumner, Dave, K1ZZ <dsumner@arrl.org> wrote:
CONFIDENTIAL
ARRL Directors:
On behalf of the Administration & Finance Committee I am pleased to forward the attached Gift Agreement for your review and consideration. The Gift Agreement with Paul Sergi, NO8D, calls for a $1,000,000 donation to the ARRL in return for naming rights to the ARRL Laboratory. It has been reviewed by the attorneys for both parties.
The following explanation comes from A&F Committee Chairman Greg Widin, K0GW:
“The agreement in principle was approved by A&F, and is acceptable to HQ management as well as ARRL Laboratory personnel. Further development of the specific wording involved Mary Hobart, Rick Niswander, Chris Imlay and me.
“The agreement is contained in the file named ‘Sergi ARRL Gift Agreement-final-May27-14.’ The second attachment is a listing of high-level ‘deal points’ concerning the agreement, and the benefits and protections included.
“In recognition of this contribution, the agreement will re-name the ARRL Laboratory as the ‘DX Engineering Laboratory at ARRL Headquarters’ for a period of 25-30 years. Regardless of the re-naming, the agreement provides protections for the continuing independence of ARRL Laboratory, its operations, and related editorial matters. Please review the relevant clauses in the agreement. The ‘deal points’ indicate the specific paragraphs in the Agreement related to maintaining the independence of the Lab.
“The A&F Committee believes that this agreement is as good a deal as can be negotiated and it is in the best interests of the ARRL. We also believe this agreement will not only provide significant funding to support the Lab for decades, but it also will also encourage further contributions to the Second Century campaign.”
While naming opportunities have been envisioned for several years this is the first to proceed to the point of an actual agreement. The re-naming of the ARRL Lab is a policy issue that rightfully belongs before the full Board. Fulfilling the terms of the agreement require that it be completed prior to the Centennial National Convention, which is before the next in-person meeting of the Board.
Article 6 of the Articles of Association gives the Executive Committee the discretion to submit proposed resolutions to the Board for mail or electronic vote. At this time the Executive Committee has not considered the matter; only the members of the Administration and Finance Committee have had that opportunity. Because the issue ultimately will be considered by the full Board, in the interests of timeliness and efficiency President Craigie and I feel that it is appropriate to place the information concerning the agreement before the full Board now rather than engaging in a two-step process. Therefore, all Board members are invited and requested to review the attachments carefully and to pose questions to the A&F Committee and management, on the understanding that it will be the prerogative of the Executive Committee to authorize the actual vote by the Board. An appropriate resolution at that time would be along these lines:
RESOLVED, that in accordance with the recommendation of the Administration & Finance Committee and management, the ARRL Board of Directors approves renaming the ARRL Laboratory in the manner and for the time specified in the Gift Agreement between ARRL and Paul D. Sergi, NO8D.
Finally, please note that this matter is CONFIDENTIAL until such time as both parties are able to make the announcements specified in the Gift Agreement.
73,
David Sumner, K1ZZ, Chief Executive Officer and Secretary
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