Hello Folks, I imagine you’ve been expecting some commentary by me on theDay Pitney answers that were distributed last week. I’d even bet that some of you wonder whattook me so long. The truth is, it has been very difficult to find any newmaterial in their response to which I can offer any revised or refined analysis. There is no new case law cited. We can’t fault Day Pitney for this; at thispoint I think we can assume that none was found because none exists. So, we are left with the statute as it iswritten. On this, Day Pitney didn’tbudge much, although they did acknowledge that different interpretations werenot unreasonable. And while I had hopedthat they would clarify their reasoning so as to tell us why they think whatthey think, it unfortunately didn’t happen. There are a couple of new points in the memorandum which areworth bringing up. First, Day Pitney didresolve the question of “grandfathering.” They believe, as was indicted in my first round of comments, that if ourArticles and Bylaws were good when drafted or changed, then they are goodtoday. Incidentally, it is myunderstanding that the articles were drafted by none other than a partner atDay Pitney. Can someone out thereconfirm this? The second new point isthat we aren’t going to lose our charter over this (see page 5 of thememorandum.) In fact, we don’t evenhave a real liability problem. To summarize, we’ve had the Vice Director system for 60 plusyears without any fundamental governance issues. Though it’s never a bad idea to review anddiscuss, there is absolutely no legal issue, pressing or even trivial, that requiresus to make changes. An aside is now in order. Rick, Jay, and Chris, and the back bench legal staff, you know thisstuff, so you can skip to the next paragraph. In a common law system like ours, legal interpretation isbased on three key items: - - Statute; - - Predecent as determined by prior courtdecisions, which, though they can and are overturned from time to time, areconsidered generally binding; and - - “Natural Law” – we can leave this one aside fornow, as it is more a matter of legal philosophy than jurisprudence. In our situation, only one even vaguely useful case hassurfaced, that being the Steeneck case that I cited in my memorandum of2 months ago. I fear that I did not do astunningly good job of describing why that case is informative, and Day Pitneydid not dig. As you may recall, in thatcase the court had to decide whether an “honorary” director had status to bringa court action reserved for directors. The court spent much of the 11 pages going through the list of thingsthat make someone a director. Myargument, summed up succinctly, is this. If multiple levels of director were not allowed under CT law, thedecision would have been 1 paragraph instead of 11 pages. Day Pitney missed the point here. Perhaps excusable, but disappointing. While my argument is strong enough that Iwould not be embarrassed to make it in a legal brief, it is certainly notironclad. That leaves interpretation to be based primarily on thelanguage of statute, in our case, Connecticut General Statutes Chapter 620Sections 33-1001 and following (you can easily find them on the web.) I believe I previously laid out why I thinkthese both permit Vice Directors, and in fact makes them a class ofDirectors. The Connecticut act seems tobe quite well written, and I don’t believe there are any subtleties in itsinterpretation. And here Day Pitney hasa problem. There are many rules, or more properly, heuristics, thatcourts use to interpret statutes. For agood summary, have a look at https://www.law.georgetown.edu/academics/academic-programs/legal-writing-sch.... One of the important ways that statutoryinterpretation is guided is by introductory language in the statute itself. In our case, the guidance couldn’t beclearer. 33-1001(a), the introductorysection of the statute, states in part “no provision of incorporation or bylawshall be held invalid on the ground that it is inconsistent with such sectionunless such section expressly prohibits variations therefrom …” In other words, if it isn’t forbidden, it’sallowed. This is cited by Day Pitney on page two of their latest answer. And yet, Day Pitney’s interpretation of the statute isriddled with a reliance on the lack of mention of Vice Directors, and on thelack of provisions expressly allowing voting and succession as we areaccustomed to do it at the League. Thisis not, by the statute’s own words, how the statute was meant to beinterpreted. Additionally, the Day Pitney answer made clear that theyknew which questions were from Directors and which were from ViceDirectors. Was is helpful to make thatdistinction in the questions that were sent? Like it or not, such behavior feeds the suspicion that Day Pitney hadalready been cued to the “preferred” answer. The response of May 26 reaches, repeats,or continues a number of questionable conclusions, including: - Vice Directors are not directors within themeaning of the Connecticut statute - Voting by Vice Directors may be contrary to statute - Succession by Vice Directors may be contrary tostatute - Vice Directors’ fiduciary obligations may bedifferent than those of Directors Much of this I commented on in myemail of April 10, and much of the discussion since has been held on channels(ie., OD) that I don’t see. Rather thantrudge through it all again in excruciating detail, I would be more than happyto expound on any or all of these or related topics on request. If you are interested, drop me a query. If you send it out on ODV I will answer onODV, otherwise I will answer privately. 73, K1TWF Mike Raisbeck k1twf@arrl.net