Greetings. Per the instruction of President Roderick I am forwarding to ODV the e-mail and attachments by which, on June 5 I circulated to officers and directors a draft of proposed revised Articles and Bylaws. There may be in the near term a revised version of these as the result of input provided to President Roderick from Directors. Please read the following e-mail carefully because, as explained in it, the redline/strikeout version of the AABL proposal is a bit convoluted. Both it and the clean version incorporate all proposed changes to date but in the redline version not all proposed changes are shown in redline/strikeout. 73, Chris W3KD ---------- Forwarded message ---------- From: Christopher Imlay <w3kd.arrl@gmail.com> Date: Mon, Jun 5, 2017 at 3:25 PM Subject: Proposed Revised Articles and Bylaws; Board Confidential, attorney-client privileged communication To: arrl-od <arrl-od@arrl.org> Greetings. Attached you will find two versions of proposed, revised Articles of Association and Bylaws. They are being sent to you today for your review and any comments you wish to make, or suggestions. Some version of these Articles and Bylaws will be proposed for adoption in toto at the upcoming Board meeting. In order for that to occur, and to avoid the necessity of a 3/4ths majority vote rather than a 2/3rds majority vote, the final proposal for these ​should be distributed with a proposed motion on or before June ​21 , 2017 -- 30 days in advance of the commencement of the Board meeting. So the following are attached: 1. A Redline/strikeout version of the AABL. THE REDLINES AND STRIKEOUTS THAT YOU WILL SEE IN THIS VERSION PERTAIN ONLY TO CHANGES AFFECTING VICE DIRECTORS. THEY ARE NOT REPEAT NOT THE ONLY PROPOSED CHANGES TO THE AABL. THERE ARE OTHER CHANGES FROM THE CURRENT AABL THAT ARE INCORPORATED IN THIS VERSION BUT WHICH ARE NOT SHOWN IN REDLINE/STRIKEOUT FORMAT. Here is why: Jay Bellows and I prepared in March a draft of revisions to the AABL for consideration by the Executive Committee (just to see if we were on the right track). That draft represented several full days of work, during which Jay Bellows came to Washington to work with me in my office on revisions to the entirety of the AABL. We made a large number of recommended changes in numerous articles and bylaws that experience had indicated needed changing. Many of those changes were simply editorial, non-substantive changes, but a good number represented significant and/or policy changes as well. At the time that we presented the proposed changes to the Executive Committee in March, there were no significant changes made with respect to Vice Directors, because at that time Jay and I had no instruction as to what changes we should make. This was before the webinars, before the EC meeting, and before the second Day, Pitney opinion was in hand. We showed the EC in March a redline strikeout that included all of the changes that we had come up with for each Article and each Bylaw (but with no suggested Vice Director reform provisions). It included comments in the margins of the redline draft where we showed the EC what we considered to be substantive and/or policy change recommendations. The EC considered that presentation and made very few comments and virtually no decisions, reserving for the full Board the decision on the revisions to the AABL. However, the EC did make recommendations about what was NOT in that initial draft concerning Vice Director reform. Subsequent to the EC meeting, the two webinars and the OD discussions about Vice Director reform, and having received Director Pace's compromise proposal #2 concerning Vice Director reform that differed from the EC recommendations, Jay and I took a clean copy of the AABL with our recommendations in it that we had presented to the EC and redlined that, so as to incorporate all of the changes in Director Pace's proposal relative to Vice Directors. So what you will be reading in the redline version attached to this memo are the Article and Bylaw changes that Jay and I recommended to the EC in March; annotated with comments in the margin delineating what we consider to be the substantive changes from the AABL as they read today which do not pertain to Vice Directors; and the redlines and strikeouts pertaining only to provisions regarding Vice Director reform that were set forth in the Jim Pace compromise proposal #2. The reason for this convoluted method of providing you a review version of the edited AABL document is that, if we gave the Board the original redlines plus the later Vice Director reform redlines plus the comments noting significant changes, the document would literally not be readable. It was bad enough at the EC meeting trying to wade through the changes, before we added the proposed Vice Director reform provisions. We hope that enough guidance will be available from (a) the comments in the margins pertaining to significant, non-vice-director-related revision proposals; and (b) the redlines and strikeouts pertaining to Vice Directors. 2. A "clean" version of the AABL which Jay and I recommend to the Board for adoption, subject to your comments. This contains all of the proposed changes, stem to stern, from the current AABL. Frankly, Board members would be well-served by reading this version in its entirety, so as to not miss any changed provision. However, it is necessary to review the comments and redlines and strikeouts in the other version as well. The current instruction from President Roderick is to ask for the comments of Directors and Officers on these documents and then to prepare a final proposal for circulation with a draft motion to adopt the revised AABL prior to the 14th of June. If you have any questions please contact Jay Bellows or myself or both of us. The Vice Presidents have reviewed this document and have offered helpful edits, but the bulk of the editing was mine with exceptional help from Jay Bellows, for which I am deeply appreciative. Remaining errors are my own fault exclusively. One additional note as to form: The proposed revisions include appending the Code of Ethics and the Code of Conduct to the Bylaws as Appendices A and B respectively. There were no substantive edits to either document so they appear in the redline/strikeout version as unedited. 73, Chris W3KD -- Christopher D. Imlay Booth, Freret & Imlay, LLC 14356 Cape May Road Silver Spring, Maryland 20904-6011 (301) 384-5525 telephone (301) 384-6384 facsimile W3KD@ARRL.ORG -- Christopher D. Imlay Booth, Freret & Imlay, LLC 14356 Cape May Road Silver Spring, Maryland 20904-6011 (301) 384-5525 telephone (301) 384-6384 facsimile W3KD@ARRL.ORG