[arrl-odv:27883] changes to the Articles of Association

Dear Officers, Directors, and Vice Directors, A request from one of the Directors caused me ask Dan Henderson to compile a list of changes to ARRL's Articles of Association approved by the ARRL Board since 2010. There were ten motions. See attached. However, in doing my due diligence, and discussing them with our Connecticut Counsel, Counsel has discovered that while these changes were approved by the ARRL Board, the last change accepted by the Secretary of State was on 3/1/2010. That means all changes in the attached document starting with July 2011 change "are authorized, but not effective." It is not clear whether the changes were never filed, or whether they were filed and rejected, or otherwise not processed. This situation has some bearing on the motion from the Executive Committee, EC-1. This motion is on response to the Secretary of State rejecting our last filing because we failed to include now required statutory language regarding stock ownership. What appeared to be a simple refiling, is now more complicated. According to Connecticut Counsel, we can submit all of the approved changes in one filing to amend and restate our Articles, but each change must be identified in that filing. The changes, if accepted by the Secretary of State, will be effective on the date they are accepted by the Secretary of State, and not the dates that earlier Boards approved them. Since these changes were approved by earlier Boards, it would be good for this Board to consider all of the changes before we refile. I don't believe a formal vote is required to accept them again, but since they will become effective under this Board's tenure, this Board should be aware of them. I and Connecticut Counsel will assist the Board as required. 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
participants (1)
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Michel, Howard, WB2ITX (CEO)