FYI. 73 Rick - K5UR ... -----Original Message----- From: Christopher Imlay <w3kd.arrl@gmail.com> To: arrl-od <arrl-od@arrl.org> Sent: Tue, Jun 20, 2017 11:41 am Subject: [arrl-od:3369] Articles and Bylaws Rewrites Greetings. Per the instruction of President Roderick, I am distributing for the Board's review and consideration prior to the upcoming meeting three iterations of revised Articles and Bylaws. Option A is the version that includes all of the proposed revisions NOT pertaining to Vice Directors that were presented to the Executive Committee in March. It also includes provisions that preclude Vice Directors from voting in the stead of the Director due to a temporary absence and a preclusion of automatic succession of Vice Directors in case of an in-term vacancy of the office of Director. Option B is the version that includes all of the Option A provisions but provides for Vice Directors to be appointed by the Division Director rather than elected by the membership, and it also contains other provisions with respect to Vice Directors, all of which you have seen before, in the version circulated earlier by my office, first to OD and then to ODV most recently. Option C is the version that includes all of the Option A provisions but provides for Vice Directors to continue to be elected by the membership rather than appointed by the Division Director for the respective Divisions. All three of these versions includel a revised provision (a new Article 15) providing for indemnification of Board members, agents and employees for liability incurred in the course of performing their obligations on behalf of the corporation. We have been instructed by Day, Pitney that this is a requirement for non-profit articles of association in Connecticut. The Board will be asked to adopt one of the three general configurations of the AABL rewrites at the upcoming Board meeting. Of course, any edits to any version can be done at the pleasure of the Board at the time of the meeting. The distribution of these now is to ensure that only a 2/3rds vote will be required to amend the Articles and Bylaws in the general respects contained in any of these drafts. Please feel free to discuss this with me, or with Rick Roderick, Tom Gallagher or one of the Vice Presidents if you have any questions. 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 _______________________________________________ arrl-od mailing list arrl-od@reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-od