Jay: While I wasn’t there, I do have an opinion on this matter and Carla was only following my instructions. If we could go back in time, I would have strongly recommended that this matter be dealt with in a Committee of the Whole. In my mind, the decision to renew the contract of an employee is a personnel matter. This wasn’t the re-election of the CEO, it was a personnel decision made by the Board. Hence, I recommended to Carla that the vote not be recorded in the minutes. I’m all for transparency, but I also tend to err on the side of conservatism and, in this case, I believe it to be a personnel matter and recommend the vote total not be recorded in the minutes/ Barry, N1VXY From: arrl-odv <arrl-odv-bounces@reflector.arrl.org> On Behalf Of John Bellows Sent: Monday, February 3, 2020 1:06 PM To: Pereira, Carla, KC1HSX <cpereira@arrl.org> Cc: arrl-odv <arrl-odv@reflector.arrl.org> Subject: [arrl-odv:29508] Re: Final Draft Minutes of Board Meeting I believe it is inconsistent with prior practice not to record in the minutes the number of votes for and against re-election of Dr. Michel as CEO. The other votes for officers at this meeting are recorded. Past practice, common sense and good practice suggest the CEO vote should also be recorded. Surely, the vote will become public and the Board will be again be viewed as being less than transparent and operating in the shadows behind a curtain of secrecy. Not recording the vote because this is a personnel issue is disingenuous. The 15 sets of reasons that went into the decision not to re-elect Dr.Michel may be a personnel mater. The fact he was not re-elected and the accompanying vote are not personnel matters they are simply facts. Jay, K0QB Sent from my iPad On Feb 3, 2020, at 10:55 AM, Pereira, Carla, KC1HSX <cpereira@arrl.org<mailto:cpereira@arrl.org>> wrote:  Dear Officers, Director and Vice Directors, Having received no further changes/suggestions to the draft Minutes in at least 48 hours, attached is the final draft of the Minutes of the 2020 Annual Board Meeting for your review. Per ARRL Standing Orders, I will call for a vote to approve the minutes in three business days (Thursday, February 6.) Therefore, any further edits to this document must be received within 48 hours. Once eight affirmative votes on the final have been received, then they are considered approved, posted on the ARRL Web, the web news stories are posted, and the PDF is circulated to the membership on the appropriate remailer. Respectfully, Carla Pereira, KC1HSX <image002.png> Carla Pereira, KC1HSX Executive Manager ARRL Newington, CT 06111 860-594-0242 http://www.arrl.org/ <Final Draft Board Minutes Jan 2020.docx> _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org<mailto:arrl-odv@reflector.arrl.org> https://reflector.arrl.org/mailman/listinfo/arrl-odv

Who voted to re-elect him wasn't recorded, as it was a secret ballot. That ship has sailed. " In fact not disclosing the vote total could give rise to the belief that the entire Board voted not to elect Dr. Michel CEO." I'm not generally opposed to this, but it is expected that not every decision that the Board makes will be unanimous. I can't even remember what the total was now. Was it 10-5? 9-6? At the very least it was equal with the margin to elect him, which was 9-6. 73 Ria, N2RJ On Mon, 3 Feb 2020 at 15:23, <jbellows@skypoint.com> wrote:

Barry:

Carla did a fine job as always. I am simply saying it is inconsistent to take the position that including in the minutes the fact Dr. Michel was not elected CEO is not a personnel matter, but disclosing the vote total is a personnel matter. The vote total does not provide any more information as to the reason for the decision than does any other vote. In fact not disclosing the vote total could give rise to the belief that the entire Board voted not to elect Dr. Michel CEO.

I respectfully suggest it is fanciful to believe the vote won’t eventually become public and more harmful to the League and Dr. Michel not to record the vote and let speculation and rumor rum amok.

73,

Jay, KØQB

From: arrl-odv <arrl-odv-bounces@reflector.arrl.org> On Behalf Of Shelley, Barry, N1VXY (CEO) Sent: Monday, February 3, 2020 12:33 PM To: Bellows, Jay, K0QB <jbellows@skypoint.com>; Pereira, Carla, KC1HSX <cpereira@arrl.org> Cc: arrl-odv <arrl-odv@reflector.arrl.org> Subject: [arrl-odv:29509] Re: Final Draft Minutes of Board Meeting

Jay:

While I wasn’t there, I do have an opinion on this matter and Carla was only following my instructions.

If we could go back in time, I would have strongly recommended that this matter be dealt with in a Committee of the Whole. In my mind, the decision to renew the contract of an employee is a personnel matter. This wasn’t the re-election of the CEO, it was a personnel decision made by the Board. Hence, I recommended to Carla that the vote not be recorded in the minutes. I’m all for transparency, but I also tend to err on the side of conservatism and, in this case, I believe it to be a personnel matter and recommend the vote total not be recorded in the minutes/

Barry, N1VXY

From: arrl-odv <arrl-odv-bounces@reflector.arrl.org> On Behalf Of John Bellows Sent: Monday, February 3, 2020 1:06 PM To: Pereira, Carla, KC1HSX <cpereira@arrl.org> Cc: arrl-odv <arrl-odv@reflector.arrl.org> Subject: [arrl-odv:29508] Re: Final Draft Minutes of Board Meeting

I believe it is inconsistent with prior practice not to record in the minutes the number of votes for and against re-election of Dr. Michel as CEO. The other votes for officers at this meeting are recorded. Past practice, common sense and good practice suggest the CEO vote should also be recorded. Surely, the vote will become public and the Board will be again be viewed as being less than transparent and operating in the shadows behind a curtain of secrecy.

Not recording the vote because this is a personnel issue is disingenuous. The 15 sets of reasons that went into the decision not to re-elect Dr.Michel may be a personnel mater. The fact he was not re-elected and the accompanying vote are not personnel matters they are simply facts.

Jay, K0QB

Sent from my iPad

On Feb 3, 2020, at 10:55 AM, Pereira, Carla, KC1HSX <cpereira@arrl.org> wrote:



Dear Officers, Director and Vice Directors,

Having received no further changes/suggestions to the draft Minutes in at least 48 hours, attached is the final draft of the Minutes of the 2020 Annual Board Meeting for your review.

Per ARRL Standing Orders, I will call for a vote to approve the minutes in three business days (Thursday, February 6.) Therefore, any further edits to this document must be received within 48 hours.

Once eight affirmative votes on the final have been received, then they are considered approved, posted on the ARRL Web, the web news stories are posted, and the PDF is circulated to the membership on the appropriate remailer.

Respectfully,

Carla Pereira, KC1HSX

<image002.png>

Carla Pereira, KC1HSX

Executive Manager

ARRL

Newington, CT 06111

860-594-0242

http://www.arrl.org/

<Final Draft Board Minutes Jan 2020.docx>

_______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-odv

_______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-odv

With no comment on any other aspect of this discussion at this time, the vote was 9-6 not to elect Dr. Michel as CEO. _______________________________________ John Robert Stratton N5AUS Director West Gulf Division Office:512-445-6262 Cell:512-426-2028 P.O. Box 2232 Austin, Texas 78768-2232 *_______________________________________*** ** On 2/3/20 3:06 PM, Mark J Tharp wrote:

I think it was 9-6. Mr. Henderson collected the slips from us, they were not discarded by the tellers.

Mark, HDX

On Mon, Feb 3, 2020 at 12:39 PM rjairam@gmail.com <mailto:rjairam@gmail.com> <rjairam@gmail.com <mailto:rjairam@gmail.com>> wrote:

Who voted to re-elect him wasn't recorded, as it was a secret ballot. That ship has sailed.

" In fact not disclosing the vote total could give rise to the belief that the entire Board voted not to elect Dr. Michel CEO."

I'm not generally opposed to this, but it is expected that not every decision that the Board makes will be unanimous. I can't even remember what the total was now. Was it 10-5? 9-6? At the very least it was equal with the margin to elect him, which was 9-6.

73 Ria, N2RJ

On Mon, 3 Feb 2020 at 15:23, <jbellows@skypoint.com <mailto:jbellows@skypoint.com>> wrote: > > Barry: > > Carla did a fine job as always. I am simply saying it is inconsistent to take the position that including in the minutes the fact Dr. Michel was not elected CEO is not a personnel matter, but disclosing  the vote  total is a personnel matter. The vote total does not provide any more information as to the reason for the decision than does any other vote. In fact not disclosing the vote total could give rise to the belief that the entire Board voted not to elect Dr. Michel CEO. > >  I respectfully suggest it is fanciful to believe the vote won’t eventually become public and more harmful to the League and Dr. Michel not to record the vote and let speculation and rumor rum amok. > > 73, > > Jay, KØQB > > > > From: arrl-odv <arrl-odv-bounces@reflector.arrl.org <mailto:arrl-odv-bounces@reflector.arrl.org>> On Behalf Of Shelley, Barry, N1VXY (CEO) > Sent: Monday, February 3, 2020 12:33 PM > To: Bellows, Jay, K0QB <jbellows@skypoint.com <mailto:jbellows@skypoint.com>>; Pereira, Carla, KC1HSX <cpereira@arrl.org <mailto:cpereira@arrl.org>> > Cc: arrl-odv <arrl-odv@reflector.arrl.org <mailto:arrl-odv@reflector.arrl.org>> > Subject: [arrl-odv:29509] Re: Final Draft Minutes of Board Meeting > > > > Jay: > > > > While I wasn’t there, I do have an opinion on this matter and Carla was only following my instructions. > > > > If we could go back in time, I would have strongly recommended that this matter be dealt with in a Committee of the Whole. In my mind, the decision to renew the contract of an employee is a personnel matter. This wasn’t the re-election of the CEO, it was a personnel decision made by the Board. Hence, I recommended to Carla that the vote not be recorded in the minutes. I’m all for transparency, but I also tend to err on the side of conservatism and, in this case, I believe it to be a personnel matter and recommend the vote total not be recorded in the minutes/ > > > > Barry, N1VXY > > > > > > > > From: arrl-odv <arrl-odv-bounces@reflector.arrl.org <mailto:arrl-odv-bounces@reflector.arrl.org>> On Behalf Of John Bellows > Sent: Monday, February 3, 2020 1:06 PM > To: Pereira, Carla, KC1HSX <cpereira@arrl.org <mailto:cpereira@arrl.org>> > Cc: arrl-odv <arrl-odv@reflector.arrl.org <mailto:arrl-odv@reflector.arrl.org>> > Subject: [arrl-odv:29508] Re: Final Draft Minutes of Board Meeting > > > > I believe it is inconsistent with prior practice not to record in the minutes the number of votes for and against re-election of Dr. Michel as CEO. The other votes for officers at this meeting are recorded. Past practice, common sense and good practice suggest the CEO vote should also be recorded. Surely, the vote will become public and the Board will be again be viewed as being less than transparent and operating in the shadows behind a curtain of secrecy. > > Not recording the vote because this is a personnel issue is disingenuous. The 15 sets of reasons that went into the decision not to re-elect Dr.Michel may be a personnel mater. The fact he was not re-elected and the accompanying vote are not personnel matters they are simply facts. > > > > Jay, K0QB > > > > Sent from my iPad > > > > On Feb 3, 2020, at 10:55 AM, Pereira, Carla, KC1HSX <cpereira@arrl.org <mailto:cpereira@arrl.org>> wrote: > >  > > Dear Officers, Director and Vice Directors, > > > > Having received no further changes/suggestions to the draft Minutes in at least 48 hours, attached is the final draft of the Minutes of the 2020 Annual Board Meeting for your review. > > > > Per ARRL Standing Orders, I will call for a vote to approve the minutes in three business days (Thursday, February 6.) Therefore, any further edits to this document must be received within 48 hours. > > > > Once eight affirmative votes on the final have been received, then they are considered approved, posted on the ARRL Web, the web news stories are posted, and the PDF is circulated to the membership on the appropriate remailer. > > > > Respectfully, > > Carla Pereira, KC1HSX > > > > > > <image002.png> > > Carla Pereira, KC1HSX > > Executive Manager > > ARRL > > Newington, CT 06111 > > 860-594-0242 > > http://www.arrl.org/ > > > > <Final Draft Board Minutes Jan 2020.docx> > > _______________________________________________ > arrl-odv mailing list > arrl-odv@reflector.arrl.org <mailto:arrl-odv@reflector.arrl.org> > https://reflector.arrl.org/mailman/listinfo/arrl-odv > > _______________________________________________ > arrl-odv mailing list > arrl-odv@reflector.arrl.org <mailto:arrl-odv@reflector.arrl.org> > https://reflector.arrl.org/mailman/listinfo/arrl-odv _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org <mailto:arrl-odv@reflector.arrl.org> https://reflector.arrl.org/mailman/listinfo/arrl-odv

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I agree with Jay. The vote total is a footnote to the event. It is my opinion that we go on and include the vote total in the minutes for reasons Jay has so well stated in his previous emails. The members will eventually find out the vote total and the end result of the vote is still the same. My $0.02 worth... 73 David A. Norris, K5UZ Director, Delta Division Sent from my iPhone

On Feb 3, 2020, at 2:28 PM, Mickey Baker <fishflorida@gmail.com> wrote:

 I agree with Mr. Bellows.

We are a membership association, not exactly a private business. I understand that some believe that we are "saving ourselves" by avoiding disclosing issues that might be used in litigation, but as the once CTO of a 20,000 employee publicly traded corporation, litigation and subpoenas will illuminate data such as this very quickly.

Privacy of personal data is one thing, but a vote count around this Association issue belongs to the members, in my opinion. I think that it is important for everyone to know that each member of the board has an equal say in the retention of the CEO. Each of us can make a choice whether or not to make their vote known.

The membership wants to know. I think we should tell them.

73,

Mickey Baker, N4MB Palm Beach Gardens, FL “The servant-leader is servant first… It begins with the natural feeling that one wants to serve, to serve first. Then conscious choice brings one to aspire to lead." Robert K. Greenleaf

...

On Mon, Feb 3, 2020 at 1:05 PM John Bellows <jbellows@skypoint.com> wrote: I believe it is inconsistent with prior practice not to record in the minutes the number of votes for and against re-election of Dr. Michel as CEO. The other votes for officers at this meeting are recorded. Past practice, common sense and good practice suggest the CEO vote should also be recorded. Surely, the vote will become public and the Board will be again be viewed as being less than transparent and operating in the shadows behind a curtain of secrecy. Not recording the vote because this is a personnel issue is disingenuous. The 15 sets of reasons that went into the decision not to re-elect Dr.Michel may be a personnel mater. The fact he was not re-elected and the accompanying vote are not personnel matters they are simply facts.

Jay, K0QB

Sent from my iPad

...

...

On Feb 3, 2020, at 10:55 AM, Pereira, Carla, KC1HSX <cpereira@arrl.org> wrote:

 Dear Officers, Director and Vice Directors,

Having received no further changes/suggestions to the draft Minutes in at least 48 hours, attached is the final draft of the Minutes of the 2020 Annual Board Meeting for your review.

Per ARRL Standing Orders, I will call for a vote to approve the minutes in three business days (Thursday, February 6.) Therefore, any further edits to this document must be received within 48 hours.

Once eight affirmative votes on the final have been received, then they are considered approved, posted on the ARRL Web, the web news stories are posted, and the PDF is circulated to the membership on the appropriate remailer.

Respectfully,

Carla Pereira, KC1HSX

<image002.png> Carla Pereira, KC1HSX Executive Manager

ARRL

Newington, CT 06111

860-594-0242

http://www.arrl.org/

<Final Draft Board Minutes Jan 2020.docx> _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-odv

---

arrl-odv mailing list arrl-odv@reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-odv

---

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Hello Jim et al;          With regard to Minute 11).  that issue was introducedas an election, which requires a nomination from the floor.A nomination was made and since there was a single candidatewith a pending contract renewal there was a vote with yes/novote.  Ballots were distributed, collected by the teller committeeand counted.    The revised minutes reflect that action of the body.          Thank You         73, Kermit W9XA On Monday, February 3, 2020, 9:51:24 PM CST, James Tiemstra <k6jat@comcast.net> wrote: BOARD CONFIDENTIAL GA Carla, I apologize for the following tardy edits to the posted minutes: Minute 8:  This should follow the pattern for an election, such as is reflected in Minute 20, not an up or down motion. Therefore, after ". . . by the tellers," it should read "with the following results: Mr. Roderick, 8; Mr. Tiemstra, 7. Whereupon . . . ." deleting "with 8 in favor and 7 against" at the end. Minute 11: This should follow the same pattern as Minute 8, reflecting vote totals, not "in favor" and "against." Minute 13: This was an up or down vote. If this is being treated as a personnel matter, it should be left as is. The vote count is not the type of information that is of any real use to our membership. Minute 15: The fourth sentence starting "Mr. Spinella noted . . . " should be deleted. It could constitute a waiver of the attorney-client privilege as to all matters discussed with counsel at the meeting. Minute 26: Only the first sentence should be retained for two reasons: first, the remainder of this paragraph contains another potential waiver of the attorney-client privilege, and second, should a contractual dispute arise with M&H, the balance of this paragraph also contains potentially damaging admissions. Minute 30: In the final sentence, the phrase "retain as much variance in versions" should be replaced with "not foreclose use of any variation". Then, the last word "possible" should become "discussed". Please don't hesitate to contact me with any questions. Nothing stated above constitutes a legal opinion or advice upon any matter as to which counsel for the League could or should be consulted. 73, Jim Tiemstra, K6JAT Pacific Division Director On February 3, 2020 at 8:54 AM "Pereira, Carla, KC1HSX" <cpereira@arrl.org> wrote: Dear Officers, Director and Vice Directors,   Having received no further changes/suggestions to the draft Minutes in at least 48 hours, attached is the final draft of the Minutes of the 2020 Annual Board Meeting for your review.   Per ARRL Standing Orders, I will call for a vote to approve the minutes in three business days (Thursday, February 6.) Therefore, any further edits to this document must be received within 48 hours.   Once eight affirmative votes on the final have been received, then they are considered approved, posted on the ARRL Web, the web news stories are posted, and the PDF is circulated to the membership on the appropriate remailer.   Respectfully, Carla Pereira, KC1HSX     Carla Pereira, KC1HSX Executive Manager ARRL Newington, CT 06111 860-594-0242 http://www.arrl.org/   _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-odv   _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-odv

Good Morning All: Just a clarification from the recording. The item was introduced as an election, Kermit nominated Dr. Michel. The nominations were never closed as would normally be the case before President Roderick stated it was a vote to renew the contract. I will admit, there’s certainly some ambiguity here and that’s why we’re having trouble characterizing it. One point that hasn’t been brought up yet but I think should be noted. There were two votes on employee contracts held throughout the meeting. The first at Minute 13 was made public in the minutes. The second at Minute 47 (although it was in the Committee of the Whole) was not made public. This inconsistent treatment of employee contracts is problematic but I’m not sure there’s anything that could be done about this now. The inconsistency could be a problem for the organization if there was ever a legal action, however unlikely. This is not a fight I feel we need to undertake. I’ve made my opinion clear that I believe it was a personnel action because it was a vote on an employee contract, albeit and regrettably done in public. So far, however, I’ve not seen a clear majority of the Board for either treatment (personnel issue or not). This needs to be resolved ASAP so that minutes can be issued and the meeting story written and published. I’m surprised we’re not seeing a lot of complaints from members at this point. So here’s what I’m going to do. I will present the final minutes for Board approval on Thursday as per our rules. It will treat the matter in Minute 13 as a personnel issue and not include the vote count. This at least presents a similar treatment, although not the same in detail, for both contract matters. That is the version that the Board will be asked to vote on. If the majority does not vote for that final version of the minutes, then I will take that as a decision to include the vote count in Minute 13. Accordingly, I will make that change and reissue the minutes immediately for a final vote. If anyone has any questions, please let me know. 73, Barry, N1VXY From: arrl-odv <arrl-odv-bounces@reflector.arrl.org> On Behalf Of Kermit Carlson via arrl-odv Sent: Tuesday, February 4, 2020 8:30 AM To: Pereira, Carla, KC1HSX <cpereira@arrl.org>; arrl-odv <arrl-odv@reflector.arrl.org>; Tiemstra, James, (Dir, Pacific) <K6JAT@comcast.net> Subject: [arrl-odv:29518] Re: Final Draft Minutes of Board Meeting Hello All; My mistake - that should read Minute 13). 73, Kermit On Tuesday, February 4, 2020, 7:26:08 AM CST, Kermit Carlson via arrl-odv <arrl-odv@reflector.arrl.org<mailto:arrl-odv@reflector.arrl.org>> wrote: Hello Jim et al; With regard to Minute 11). that issue was introduced as an election, which requires a nomination from the floor. A nomination was made and since there was a single candidate with a pending contract renewal there was a vote with yes/no vote. Ballots were distributed, collected by the teller committee and counted. The revised minutes reflect that action of the body. Thank You 73, Kermit W9XA On Monday, February 3, 2020, 9:51:24 PM CST, James Tiemstra <k6jat@comcast.net<mailto:k6jat@comcast.net>> wrote: BOARD CONFIDENTIAL GA Carla, I apologize for the following tardy edits to the posted minutes: Minute 8: This should follow the pattern for an election, such as is reflected in Minute 20, not an up or down motion. Therefore, after ". . . by the tellers," it should read "with the following results: Mr. Roderick, 8; Mr. Tiemstra, 7. Whereupon . . . ." deleting "with 8 in favor and 7 against" at the end. Minute 11: This should follow the same pattern as Minute 8, reflecting vote totals, not "in favor" and "against." Minute 13: This was an up or down vote. If this is being treated as a personnel matter, it should be left as is. The vote count is not the type of information that is of any real use to our membership. Minute 15: The fourth sentence starting "Mr. Spinella noted . . . " should be deleted. It could constitute a waiver of the attorney-client privilege as to all matters discussed with counsel at the meeting. Minute 26: Only the first sentence should be retained for two reasons: first, the remainder of this paragraph contains another potential waiver of the attorney-client privilege, and second, should a contractual dispute arise with M&H, the balance of this paragraph also contains potentially damaging admissions. Minute 30: In the final sentence, the phrase "retain as much variance in versions" should be replaced with "not foreclose use of any variation". Then, the last word "possible" should become "discussed". Please don't hesitate to contact me with any questions. Nothing stated above constitutes a legal opinion or advice upon any matter as to which counsel for the League could or should be consulted. 73, Jim Tiemstra, K6JAT Pacific Division Director On February 3, 2020 at 8:54 AM "Pereira, Carla, KC1HSX" <cpereira@arrl.org<mailto:cpereira@arrl.org>> wrote: Dear Officers, Director and Vice Directors, Having received no further changes/suggestions to the draft Minutes in at least 48 hours, attached is the final draft of the Minutes of the 2020 Annual Board Meeting for your review. Per ARRL Standing Orders, I will call for a vote to approve the minutes in three business days (Thursday, February 6.) Therefore, any further edits to this document must be received within 48 hours. Once eight affirmative votes on the final have been received, then they are considered approved, posted on the ARRL Web, the web news stories are posted, and the PDF is circulated to the membership on the appropriate remailer. Respectfully, Carla Pereira, KC1HSX [X]Carla Pereira, KC1HSX Executive Manager ARRL Newington, CT 06111 860-594-0242 http://www.arrl.org/ _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org<mailto:arrl-odv@reflector.arrl.org> https://reflector.arrl.org/mailman/listinfo/arrl-odv _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org<mailto:arrl-odv@reflector.arrl.org> https://reflector.arrl.org/mailman/listinfo/arrl-odv _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org<mailto:arrl-odv@reflector.arrl.org> https://reflector.arrl.org/mailman/listinfo/arrl-odv

I am also asking for the vote count to be included. Ria N2RJ On Tue, Feb 4, 2020 at 9:51 AM Fred Hopengarten <k1vr@arrl.org> wrote:

I ask that the vote count be included.

*Fred Hopengarten, Esq. K1VR *

*Six Willarch Road <https://www.google.com/maps/search/Willarch+Road+Lincoln,+MA+01773?entry=gmail&source=g>*

*Lincoln, MA 01773 <https://www.google.com/maps/search/Willarch+Road+Lincoln,+MA+01773?entry=gmail&source=g>*

*781.259.0088, k1vr@arrl.org <k1vr@arrl.org>*

New England Director

[image: cid:a4a12f0b-0468-4a39-b953-31b2a3da8564]

Serving ME, NH, VT, MA, RI and CT

*From:* arrl-odv [mailto:arrl-odv-bounces@reflector.arrl.org] *On Behalf Of *Shelley, Barry, N1VXY (CEO) *Sent:* Tuesday, February 04, 2020 9:30 AM *To:* Carlson, Kermit, W9XA (Dir, CD); Pereira, Carla, KC1HSX; arrl-odv; Tiemstra, James, (Dir, Pacific) *Subject:* [arrl-odv:29519] Re: Final Draft Minutes of Board Meeting

Good Morning All:

Just a clarification from the recording. The item was introduced as an election, Kermit nominated Dr. Michel. The nominations were never closed as would normally be the case before President Roderick stated it was a vote to renew the contract. I will admit, there’s certainly some ambiguity here and that’s why we’re having trouble characterizing it.

One point that hasn’t been brought up yet but I think should be noted. There were two votes on employee contracts held throughout the meeting. The first at Minute 13 was made public in the minutes. The second at Minute 47 (although it was in the Committee of the Whole) was not made public. This inconsistent treatment of employee contracts is problematic but I’m not sure there’s anything that could be done about this now. The inconsistency could be a problem for the organization if there was ever a legal action, however unlikely.

This is not a fight I feel we need to undertake. I’ve made my opinion clear that I believe it was a personnel action because it was a vote on an employee contract, albeit and regrettably done in public. So far, however, I’ve not seen a clear majority of the Board for either treatment (personnel issue or not). This needs to be resolved ASAP so that minutes can be issued and the meeting story written and published. I’m surprised we’re not seeing a lot of complaints from members at this point.

So here’s what I’m going to do. I will present the final minutes for Board approval on Thursday as per our rules. It will treat the matter in Minute 13 as a personnel issue and not include the vote count. This at least presents a similar treatment, although not the same in detail, for both contract matters. That is the version that the Board will be asked to vote on. If the majority does not vote for that final version of the minutes, then I will take that as a decision to include the vote count in Minute 13. Accordingly, I will make that change and reissue the minutes immediately for a final vote.

If anyone has any questions, please let me know.

73,

Barry, N1VXY

*From:* arrl-odv <arrl-odv-bounces@reflector.arrl.org> *On Behalf Of *Kermit Carlson via arrl-odv *Sent:* Tuesday, February 4, 2020 8:30 AM *To:* Pereira, Carla, KC1HSX <cpereira@arrl.org>; arrl-odv < arrl-odv@reflector.arrl.org>; Tiemstra, James, (Dir, Pacific) < K6JAT@comcast.net> *Subject:* [arrl-odv:29518] Re: Final Draft Minutes of Board Meeting

Hello All;

My mistake - that should read Minute 13).

73, Kermit

On Tuesday, February 4, 2020, 7:26:08 AM CST, Kermit Carlson via arrl-odv < arrl-odv@reflector.arrl.org> wrote:

Hello Jim et al;

With regard to Minute 11). that issue was introduced

as an election, which requires a nomination from the floor.

A nomination was made and since there was a single candidate

with a pending contract renewal there was a vote with yes/no

vote. Ballots were distributed, collected by the teller committee

and counted. The revised minutes reflect that action of the

body.

Thank You

73, Kermit W9XA

On Monday, February 3, 2020, 9:51:24 PM CST, James Tiemstra < k6jat@comcast.net> wrote:

*BOARD CONFIDENTIAL*

GA Carla,

I apologize for the following tardy edits to the posted minutes:

Minute 8: This should follow the pattern for an election, such as is reflected in Minute 20, not an up or down motion. Therefore, after ". . . by the tellers," it should read "with the following results: Mr. Roderick, 8; Mr. Tiemstra, 7. Whereupon . . . ." deleting "with 8 in favor and 7 against" at the end.

Minute 11: This should follow the same pattern as Minute 8, reflecting vote totals, not "in favor" and "against."

Minute 13: This was an up or down vote. If this is being treated as a personnel matter, it should be left as is. The vote count is not the type of information that is of any real use to our membership.

Minute 15: The fourth sentence starting "Mr. Spinella noted . . . " should be deleted. It could constitute a waiver of the attorney-client privilege as to all matters discussed with counsel at the meeting.

Minute 26: Only the first sentence should be retained for two reasons: first, the remainder of this paragraph contains another potential waiver of the attorney-client privilege, and second, should a contractual dispute arise with M&H, the balance of this paragraph also contains potentially damaging admissions.

Minute 30: In the final sentence, the phrase "retain as much variance in versions" should be replaced with "not foreclose use of any variation". Then, the last word "possible" should become "discussed".

Please don't hesitate to contact me with any questions. Nothing stated above constitutes a legal opinion or advice upon any matter as to which counsel for the League could or should be consulted.

73,

*Jim Tiemstra, K6JAT*

*Pacific Division Director*

On February 3, 2020 at 8:54 AM "Pereira, Carla, KC1HSX" <cpereira@arrl.org> wrote:

Dear Officers, Director and Vice Directors,

Having received no further changes/suggestions to the draft Minutes in at least 48 hours, attached is the final draft of the Minutes of the 2020 Annual Board Meeting for your review.

Per ARRL Standing Orders, I will call for a vote to approve the minutes in three business days (Thursday, February 6.) Therefore, any further edits to this document must be received *within* 48 hours.

Once eight affirmative votes on the final have been received, then they are considered approved, posted on the ARRL Web, the web news stories are posted, and the PDF is circulated to the membership on the appropriate remailer.

Respectfully,

Carla Pereira, KC1HSX

*Carla Pereira, KC1HSX *

*Executive Manager *

*ARRL *

*Newington, CT 06111 *

*860-594-0242 *

http://www.arrl.org/

_______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-odv

_______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-odv

_______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-odv _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-odv

I'm also in favor of including the vote count in the minutes ... but if the legal expertise on the board strongly advises otherwise, I'm ok with not including the count. Rod, K0DAS On Tue, Feb 4, 2020 at 8:53 AM Kermit Carlson via arrl-odv < arrl-odv@reflector.arrl.org> wrote:

Hello Barry,

The fact was this was an election of officers, placed in the Agenda as an election of the CEO. The decision was effected as an election complete with a teller committee, ballots, a vote and a vote count. The result was that if not elected as CEO Dr Michel's contract would renew.

That was the action of the Board. The report of the vote I see as a separate issue.

Thanks,

73, Kermit W9XA

On Tuesday, February 4, 2020, 8:30:36 AM CST, Shelley, Barry, N1VXY (CEO) < bshelley@arrl.org> wrote:

Good Morning All:

Just a clarification from the recording. The item was introduced as an election, Kermit nominated Dr. Michel. The nominations were never closed as would normally be the case before President Roderick stated it was a vote to renew the contract. I will admit, there’s certainly some ambiguity here and that’s why we’re having trouble characterizing it.

One point that hasn’t been brought up yet but I think should be noted. There were two votes on employee contracts held throughout the meeting. The first at Minute 13 was made public in the minutes. The second at Minute 47 (although it was in the Committee of the Whole) was not made public. This inconsistent treatment of employee contracts is problematic but I’m not sure there’s anything that could be done about this now. The inconsistency could be a problem for the organization if there was ever a legal action, however unlikely.

This is not a fight I feel we need to undertake. I’ve made my opinion clear that I believe it was a personnel action because it was a vote on an employee contract, albeit and regrettably done in public. So far, however, I’ve not seen a clear majority of the Board for either treatment (personnel issue or not). This needs to be resolved ASAP so that minutes can be issued and the meeting story written and published. I’m surprised we’re not seeing a lot of complaints from members at this point.

So here’s what I’m going to do. I will present the final minutes for Board approval on Thursday as per our rules. It will treat the matter in Minute 13 as a personnel issue and not include the vote count. This at least presents a similar treatment, although not the same in detail, for both contract matters. That is the version that the Board will be asked to vote on. If the majority does not vote for that final version of the minutes, then I will take that as a decision to include the vote count in Minute 13. Accordingly, I will make that change and reissue the minutes immediately for a final vote.

If anyone has any questions, please let me know.

73,

Barry, N1VXY

*From:* arrl-odv <arrl-odv-bounces@reflector.arrl.org> * On Behalf Of *Kermit Carlson via arrl-odv *Sent:* Tuesday, February 4, 2020 8:30 AM *To:* Pereira, Carla, KC1HSX <cpereira@arrl.org>; arrl-odv < arrl-odv@reflector.arrl.org>; Tiemstra, James, (Dir, Pacific) < K6JAT@comcast.net> *Subject:* [arrl-odv:29518] Re: Final Draft Minutes of Board Meeting

Hello All;

My mistake - that should read Minute 13).

73, Kermit

On Tuesday, February 4, 2020, 7:26:08 AM CST, Kermit Carlson via arrl-odv < arrl-odv@reflector.arrl.org> wrote:

Hello Jim et al;

With regard to Minute 11). that issue was introduced

as an election, which requires a nomination from the floor.

A nomination was made and since there was a single candidate

with a pending contract renewal there was a vote with yes/no

vote. Ballots were distributed, collected by the teller committee

and counted. The revised minutes reflect that action of the

body.

Thank You

73, Kermit W9XA

On Monday, February 3, 2020, 9:51:24 PM CST, James Tiemstra < k6jat@comcast.net> wrote:

*BOARD CONFIDENTIAL*

GA Carla,

I apologize for the following tardy edits to the posted minutes:

Minute 8: This should follow the pattern for an election, such as is reflected in Minute 20, not an up or down motion. Therefore, after ". . . by the tellers," it should read "with the following results: Mr. Roderick, 8; Mr. Tiemstra, 7. Whereupon . . . ." deleting "with 8 in favor and 7 against" at the end.

Minute 11: This should follow the same pattern as Minute 8, reflecting vote totals, not "in favor" and "against."

Minute 13: This was an up or down vote. If this is being treated as a personnel matter, it should be left as is. The vote count is not the type of information that is of any real use to our membership.

Minute 15: The fourth sentence starting "Mr. Spinella noted . . . " should be deleted. It could constitute a waiver of the attorney-client privilege as to all matters discussed with counsel at the meeting.

Minute 26: Only the first sentence should be retained for two reasons: first, the remainder of this paragraph contains another potential waiver of the attorney-client privilege, and second, should a contractual dispute arise with M&H, the balance of this paragraph also contains potentially damaging admissions.

Minute 30: In the final sentence, the phrase "retain as much variance in versions" should be replaced with "not foreclose use of any variation". Then, the last word "possible" should become "discussed".

Please don't hesitate to contact me with any questions. Nothing stated above constitutes a legal opinion or advice upon any matter as to which counsel for the League could or should be consulted.

73,

*Jim Tiemstra, K6JAT*

*Pacific Division Director*

On February 3, 2020 at 8:54 AM "Pereira, Carla, KC1HSX" <cpereira@arrl.org> wrote:

Dear Officers, Director and Vice Directors,

Having received no further changes/suggestions to the draft Minutes in at least 48 hours, attached is the final draft of the Minutes of the 2020 Annual Board Meeting for your review.

Per ARRL Standing Orders, I will call for a vote to approve the minutes in three business days (Thursday, February 6.) Therefore, any further edits to this document must be received *within* 48 hours.

Once eight affirmative votes on the final have been received, then they are considered approved, posted on the ARRL Web, the web news stories are posted, and the PDF is circulated to the membership on the appropriate remailer.

Respectfully,

Carla Pereira, KC1HSX

*Carla Pereira, KC1HSX *

*Executive Manager *

*ARRL *

*Newington, CT 06111 *

*860-594-0242 *

http://www.arrl.org/

_______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-odv

_______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-odv

_______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-odv _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-odv _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-odv

I have not been quoting the vote count, (nobody's really asked), but have been telling members how I voted. I personally don't think it matters. We (the Board) published the vote count of the motion to accept his contract in 2018, I don't see the issue with publishing the vote count to not renew the contract this time. That said, I'll leave it up to the legal eagles on ODV as to whether or not the vote count should be published. 73; Mike W7VO

On February 4, 2020 at 8:02 AM Rod Blocksome <rod.blocksome@gmail.com> wrote:

I'm also in favor of including the vote count in the minutes ... but if the legal expertise on the board strongly advises otherwise, I'm ok with not including the count. Rod, K0DAS

On Tue, Feb 4, 2020 at 8:53 AM Kermit Carlson via arrl-odv < arrl-odv@reflector.arrl.org mailto:arrl-odv@reflector.arrl.org > wrote:

> >

...

Hello Barry,

The fact was this was an election of officers, placed in the Agenda as an election of the CEO. The decision was effected as an election complete with a teller committee, ballots, a vote and a vote count. The result was that if not elected as CEO Dr Michel's contract would renew.

That was the action of the Board. The report of the vote I see as a separate issue.

Thanks,

73, Kermit W9XA

On Tuesday, February 4, 2020, 8:30:36 AM CST, Shelley, Barry, N1VXY (CEO) < bshelley@arrl.org mailto:bshelley@arrl.org > wrote:

Good Morning All:

Just a clarification from the recording. The item was introduced as an election, Kermit nominated Dr. Michel. The nominations were never closed as would normally be the case before President Roderick stated it was a vote to renew the contract. I will admit, there’s certainly some ambiguity here and that’s why we’re having trouble characterizing it.

One point that hasn’t been brought up yet but I think should be noted. There were two votes on employee contracts held throughout the meeting. The first at Minute 13 was made public in the minutes. The second at Minute 47 (although it was in the Committee of the Whole) was not made public. This inconsistent treatment of employee contracts is problematic but I’m not sure there’s anything that could be done about this now. The inconsistency could be a problem for the organization if there was ever a legal action, however unlikely.

This is not a fight I feel we need to undertake. I’ve made my opinion clear that I believe it was a personnel action because it was a vote on an employee contract, albeit and regrettably done in public. So far, however, I’ve not seen a clear majority of the Board for either treatment (personnel issue or not). This needs to be resolved ASAP so that minutes can be issued and the meeting story written and published. I’m surprised we’re not seeing a lot of complaints from members at this point.

So here’s what I’m going to do. I will present the final minutes for Board approval on Thursday as per our rules. It will treat the matter in Minute 13 as a personnel issue and not include the vote count. This at least presents a similar treatment, although not the same in detail, for both contract matters. That is the version that the Board will be asked to vote on. If the majority does not vote for that final version of the minutes, then I will take that as a decision to include the vote count in Minute 13. Accordingly, I will make that change and reissue the minutes immediately for a final vote.

If anyone has any questions, please let me know.

73,

Barry, N1VXY

From: arrl-odv <arrl-odv-bounces@reflector.arrl.org mailto:arrl-odv-bounces@reflector.arrl.org > On Behalf Of Kermit Carlson via arrl-odv Sent: Tuesday, February 4, 2020 8:30 AM To: Pereira, Carla, KC1HSX <cpereira@arrl.org mailto:cpereira@arrl.org >; arrl-odv <arrl-odv@reflector.arrl.org mailto:arrl-odv@reflector.arrl.org >; Tiemstra, James, (Dir, Pacific) <K6JAT@comcast.net mailto:K6JAT@comcast.net > Subject: [arrl-odv:29518] Re: Final Draft Minutes of Board Meeting

Hello All;

My mistake - that should read Minute 13).

73, Kermit

On Tuesday, February 4, 2020, 7:26:08 AM CST, Kermit Carlson via arrl-odv <arrl-odv@reflector.arrl.org mailto:arrl-odv@reflector.arrl.org > wrote:

Hello Jim et al;

With regard to Minute 11). that issue was introduced

as an election, which requires a nomination from the floor.

A nomination was made and since there was a single candidate

with a pending contract renewal there was a vote with yes/no

vote. Ballots were distributed, collected by the teller committee

and counted. The revised minutes reflect that action of the

body.

Thank You

73, Kermit W9XA

On Monday, February 3, 2020, 9:51:24 PM CST, James Tiemstra <k6jat@comcast.net mailto:k6jat@comcast.net > wrote:

BOARD CONFIDENTIAL

GA Carla,

I apologize for the following tardy edits to the posted minutes:

Minute 8: This should follow the pattern for an election, such as is reflected in Minute 20, not an up or down motion. Therefore, after ". . . by the tellers," it should read "with the following results: Mr. Roderick, 8; Mr. Tiemstra, 7. Whereupon . . . ." deleting "with 8 in favor and 7 against" at the end.

Minute 11: This should follow the same pattern as Minute 8, reflecting vote totals, not "in favor" and "against."

Minute 13: This was an up or down vote. If this is being treated as a personnel matter, it should be left as is. The vote count is not the type of information that is of any real use to our membership.

Minute 15: The fourth sentence starting "Mr. Spinella noted . . . " should be deleted. It could constitute a waiver of the attorney-client privilege as to all matters discussed with counsel at the meeting.

Minute 26: Only the first sentence should be retained for two reasons: first, the remainder of this paragraph contains another potential waiver of the attorney-client privilege, and second, should a contractual dispute arise with M&H, the balance of this paragraph also contains potentially damaging admissions.

Minute 30: In the final sentence, the phrase "retain as much variance in versions" should be replaced with "not foreclose use of any variation". Then, the last word "possible" should become "discussed".

Please don't hesitate to contact me with any questions. Nothing stated above constitutes a legal opinion or advice upon any matter as to which counsel for the League could or should be consulted.

73,

Jim Tiemstra, K6JAT

Pacific Division Director

> > >

...

On February 3, 2020 at 8:54 AM "Pereira, Carla, KC1HSX" <cpereira@arrl.org mailto:cpereira@arrl.org > wrote:

Dear Officers, Director and Vice Directors,

Having received no further changes/suggestions to the draft Minutes in at least 48 hours, attached is the final draft of the Minutes of the 2020 Annual Board Meeting for your review.

Per ARRL Standing Orders, I will call for a vote to approve the minutes in three business days (Thursday, February 6.) Therefore, any further edits to this document must be received within 48 hours.

Once eight affirmative votes on the final have been received, then they are considered approved, posted on the ARRL Web, the web news stories are posted, and the PDF is circulated to the membership on the appropriate remailer.

Respectfully,

Carla Pereira, KC1HSX

Carla Pereira, KC1HSX

Executive Manager

ARRL

Newington, CT 06111

860-594-0242

http://www.arrl.org/

_______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org mailto:arrl-odv@reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-odv

> >

_______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org mailto:arrl-odv@reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-odv

_______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org mailto:arrl-odv@reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-odv

_______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org mailto:arrl-odv@reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-odv _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org mailto:arrl-odv@reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-odv

> _______________________________________________

arrl-odv mailing list arrl-odv@reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-odv

Barry, the vote was for the election as CEO. We had to vote yes or no because the contract renewal was based on whether he was elected as CEO. We need to include the vote count. That is consistent with what we have done historically by including the count for Officer elections. 73Rick - K5UR -----Original Message----- From: Shelley, Barry, N1VXY (CEO) <bshelley@arrl.org> To: Carlson, Kermit, W9XA (Dir, CD) <W9XA@yahoo.com>; Pereira, Carla, KC1HSX <cpereira@arrl.org>; arrl-odv <arrl-odv@reflector.arrl.org>; Tiemstra, James, (Dir, Pacific) <K6JAT@comcast.net> Sent: Tue, Feb 4, 2020 8:30 am Subject: [arrl-odv:29519] Re: Final Draft Minutes of Board Meeting #yiv5071218796 #yiv5071218796 -- _filtered {} _filtered {} _filtered {} _filtered {} #yiv5071218796 #yiv5071218796 p.yiv5071218796MsoNormal, #yiv5071218796 li.yiv5071218796MsoNormal, #yiv5071218796 div.yiv5071218796MsoNormal {margin:0in;margin-bottom:.0001pt;font-size:11.0pt;font-family:sans-serif;} #yiv5071218796 a:link, #yiv5071218796 span.yiv5071218796MsoHyperlink {color:blue;text-decoration:underline;} #yiv5071218796 a:visited, #yiv5071218796 span.yiv5071218796MsoHyperlinkFollowed {color:purple;text-decoration:underline;} #yiv5071218796 p.yiv5071218796msonormal0, #yiv5071218796 li.yiv5071218796msonormal0, #yiv5071218796 div.yiv5071218796msonormal0 {margin-right:0in;margin-left:0in;font-size:11.0pt;font-family:sans-serif;} #yiv5071218796 p.yiv5071218796ydp2db8839eyiv3814535202ydp9e65751fyiv4541967951ox-51dcbefc0a-ox-2cadf5c22e-default-style, #yiv5071218796 li.yiv5071218796ydp2db8839eyiv3814535202ydp9e65751fyiv4541967951ox-51dcbefc0a-ox-2cadf5c22e-default-style, #yiv5071218796 div.yiv5071218796ydp2db8839eyiv3814535202ydp9e65751fyiv4541967951ox-51dcbefc0a-ox-2cadf5c22e-default-style {margin-right:0in;margin-left:0in;font-size:11.0pt;font-family:sans-serif;} #yiv5071218796 p.yiv5071218796ydp2db8839eyiv3814535202ydp9e65751fyiv4541967951ox-51dcbefc0a-ox-2cadf5c22e-ox-9e07adcd6b-msonormal, #yiv5071218796 li.yiv5071218796ydp2db8839eyiv3814535202ydp9e65751fyiv4541967951ox-51dcbefc0a-ox-2cadf5c22e-ox-9e07adcd6b-msonormal, #yiv5071218796 div.yiv5071218796ydp2db8839eyiv3814535202ydp9e65751fyiv4541967951ox-51dcbefc0a-ox-2cadf5c22e-ox-9e07adcd6b-msonormal {margin-right:0in;margin-left:0in;font-size:11.0pt;font-family:sans-serif;} #yiv5071218796 span.yiv5071218796EmailStyle23 {font-family:sans-serif;color:windowtext;font-weight:normal;font-style:normal;} #yiv5071218796 .yiv5071218796MsoChpDefault {font-size:10.0pt;} _filtered {} #yiv5071218796 div.yiv5071218796WordSection1 {} #yiv5071218796 Good Morning All:   Just a clarification from the recording. The item was introduced as an election, Kermit nominated Dr. Michel. The nominations were never closed as would normally be the case before President Roderick stated it was a vote to renew the contract. I will admit, there’s certainly some ambiguity here and that’s why we’re having trouble characterizing it.   One point that hasn’t been brought up yet but I think should be noted. There were two votes on employee contracts held throughout the meeting. The first at Minute 13 was made public in the minutes. The second at Minute 47 (although it was in the Committee of the Whole) was not made public. This inconsistent treatment of employee contracts is problematic but I’m not sure there’s anything that could be done about this now. The inconsistency could be a problem for the organization if there was ever a legal action, however unlikely.   This is not a fight I feel we need to undertake. I’ve made my opinion clear that I believe it was a personnel action because it was a vote on an employee contract, albeit and regrettably done in public. So far, however, I’ve not seen a clear majority of the Board for either treatment (personnel issue or not). This needs to be resolved ASAP so that minutes can be issued and the meeting story written and published. I’m surprised we’re not seeing a lot of complaints from members at this point.   So here’s what I’m going to do. I will present the final minutes for Board approval on Thursday as per our rules. It will treat the matter in Minute 13 as a personnel issue and not include the vote count. This at least presents a similar treatment, although not the same in detail, for both contract matters. That is the version that the Board will be asked to vote on. If the majority does not vote for that final version of the minutes, then I will take that as a decision to include the vote count in Minute 13. Accordingly, I will make that change and reissue the minutes immediately for a final vote.   If anyone has any questions, please let me know.   73, Barry, N1VXY   From: arrl-odv <arrl-odv-bounces@reflector.arrl.org> On Behalf Of Kermit Carlson via arrl-odv Sent: Tuesday, February 4, 2020 8:30 AM To: Pereira, Carla, KC1HSX <cpereira@arrl.org>; arrl-odv <arrl-odv@reflector.arrl.org>; Tiemstra, James, (Dir, Pacific) <K6JAT@comcast.net> Subject: [arrl-odv:29518] Re: Final Draft Minutes of Board Meeting   Hello All;         My mistake - that should read Minute 13).          73, Kermit   On Tuesday, February 4, 2020, 7:26:08 AM CST, Kermit Carlson via arrl-odv <arrl-odv@reflector.arrl.org> wrote:     Hello Jim et al;            With regard to Minute 11).  that issue was introduced as an election, which requires a nomination from the floor. A nomination was made and since there was a single candidate with a pending contract renewal there was a vote with yes/no vote.  Ballots were distributed, collected by the teller committee and counted.    The revised minutes reflect that action of the body.            Thank You           73, Kermit W9XA   On Monday, February 3, 2020, 9:51:24 PM CST, James Tiemstra <k6jat@comcast.net> wrote:     BOARD CONFIDENTIAL   GA Carla,   I apologize for the following tardy edits to the posted minutes:   Minute 8:  This should follow the pattern for an election, such as is reflected in Minute 20, not an up or down motion. Therefore, after ". . . by the tellers," it should read "with the following results: Mr. Roderick, 8; Mr. Tiemstra, 7. Whereupon . . . ." deleting "with 8 in favor and 7 against" at the end.   Minute 11: This should follow the same pattern as Minute 8, reflecting vote totals, not "in favor" and "against."   Minute 13: This was an up or down vote. If this is being treated as a personnel matter, it should be left as is. The vote count is not the type of information that is of any real use to our membership.   Minute 15: The fourth sentence starting "Mr. Spinella noted . . . " should be deleted. It could constitute a waiver of the attorney-client privilege as to all matters discussed with counsel at the meeting.   Minute 26: Only the first sentence should be retained for two reasons: first, the remainder of this paragraph contains another potential waiver of the attorney-client privilege, and second, should a contractual dispute arise with M&H, the balance of this paragraph also contains potentially damaging admissions.   Minute 30: In the final sentence, the phrase "retain as much variance in versions" should be replaced with "not foreclose use of any variation". Then, the last word "possible" should become "discussed".   Please don't hesitate to contact me with any questions. Nothing stated above constitutes a legal opinion or advice upon any matter as to which counsel for the League could or should be consulted.   73,   Jim Tiemstra, K6JAT Pacific Division Director On February 3, 2020 at 8:54 AM "Pereira, Carla, KC1HSX" <cpereira@arrl.org> wrote: Dear Officers, Director and Vice Directors,   Having received no further changes/suggestions to the draft Minutes in at least 48 hours, attached is the final draft of the Minutes of the 2020 Annual Board Meeting for your review.   Per ARRL Standing Orders, I will call for a vote to approve the minutes in three business days (Thursday, February 6.) Therefore, any further edits to this document must be receivedwithin 48 hours.   Once eight affirmative votes on the final have been received, then they are considered approved, posted on the ARRL Web, the web news stories are posted, and the PDF is circulated to the membership on the appropriate remailer.   Respectfully, Carla Pereira, KC1HSX     Carla Pereira, KC1HSX Executive Manager ARRL Newington, CT 06111 860-594-0242 http://www.arrl.org/   _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-odv   _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-odv _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-odv _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-odv

* **    As currently drafted, I object to the passage of the Minutes.* *    Minute 8:*    I agree with Jim Tiemstra that the language "with 8 in favor and 7 against" is incorrect and improper. It should read as suggested by Jim:  "... by the tellers, with with the following results: Mr. Roderick 8, Mr. Tiemstra 7, with Mr. Roderick declared as having been elected President." * **    Minute 11: *   The same objection as to Minute 8. It should be read:  "... by the tellers, with with the following results: Mr. Stafford 13, Mr. Frahm 2, with Mr. Stafford declared as having been elected International Affairs Vice President." * **    Minute 13: *   Due to the language in Dr. Michel's contract, this should be corrected to read:  "President Roderick stated that this would be a Yes/No vote to elect Dr. Michel as Chief Executive Officer. Ballots wer distributed, collected and counted by the tellers, whereupon it was declared that Dr. Michel had not been elected as Chief Executive Officer."                     By the language of Dr. Michel's contract, there was not a vote — and could not be — a vote to renew or not renew Dr. Michel's contract. The effect of Dr. Michel not being elected as CEO was that the first renewal under his contract with the ARRL did not become effective. But that does not equate to a vote to renew or not renew. The contract specifically requires a vote to elect Dr. Michel as CEO; failing to be elected as CEO results in the first renewal not going into effect.                     The failure to record this correctly opens the League to an accusation that it failed to comply with the terms of Dr. Michel's contract, resulting in the risk that the League could be found to have breached that contract, if litigation were to occur.                     Do we report the vote count? Respectfully, we have a problem. The results of the initial election of Dr. Micheal as CEO was recorded and publicly reported. It was a 9-6 vote to elect. Having deemed it important to publish the fact of his initial election and the vote count, the decision to announce that he was not elected, but to NOT report the vote count opens the League to accusations of inconsistency, improper conduct, secrecy, having been complicit in the kidnapping of the Lindbergh baby, etc.                      We need to think this through very carefully. Yes, Dr. Michel's election/non-election as CEO involves a personnel matter, but only because if elected an employment relationship is established and if not elected, an employment relationship is not established. But that conclusion does not end the discussion.This was an election for an Officer position and we always report the result of Officer elections AND the vote counts. See Minute 8 and Minute 11.                       I believe, absent a formal change in policy, we are compelled to report the vote count for the CEO officer position.                       Until this issue is resolved and confirmed by advice of counsel, the finalization and publication of the Minutes need to be delayed. *    Minute 15, Minute 26:*    I share Jim Tiemstra's concerns regarding the waiver of the attorney-client privilege. Advice provided by attorneys representing the League should never be set forth in any document available to the public.  I adopt and support Jim's recommendations for the changes in these two Minutes. *  Minute 27: *   Again I have concerns regarding what we report related to advice from our attorneys. The last sentence of Minute 27 should be deleted. *   Minute 30:*    As a Member of the Legislative Committee, I support Chairman Tiemstra's request for the change in language as set out in his email below. *    Minute 33: *   Due to the sensitive nature of our relationship with the FCC we should be circumspect in our language. The second sentence would be less subject to criticism of the FCC were it to be worded: "It was noted again that staff turnover and limitations at the FCC might impact our efforts." As this comment was based on David Siddall's report to the Board, we again need to be careful not to disclose attorney-client privileged matters. _______________________________________ John Robert Stratton N5AUS Director West Gulf Division Office:512-445-6262 Cell:512-426-2028 P.O. Box 2232 Austin, Texas 78768-2232 *_______________________________________*** ** On 2/3/20 9:51 PM, James Tiemstra wrote:

*BOARD CONFIDENTIAL*

GA Carla,

I apologize for the following tardy edits to the posted minutes:

Minute 8:  This should follow the pattern for an election, such as is reflected in Minute 20, not an up or down motion. Therefore, after ". . . by the tellers," it should read "with the following results: Mr. Roderick, 8; Mr. Tiemstra, 7. Whereupon . . . ." deleting "with 8 in favor and 7 against" at the end.

Minute 11: This should follow the same pattern as Minute 8, reflecting vote totals, not "in favor" and "against."

Minute 13: This was an up or down vote. If this is being treated as a personnel matter, it should be left as is. The vote count is not the type of information that is of any real use to our membership.

Minute 15: The fourth sentence starting "Mr. Spinella noted . . . " should be deleted. It could constitute a waiver of the attorney-client privilege as to all matters discussed with counsel at the meeting.

Minute 26: Only the first sentence should be retained for two reasons: first, the remainder of this paragraph contains another potential waiver of the attorney-client privilege, and second, should a contractual dispute arise with M&H, the balance of this paragraph also contains potentially damaging admissions.

Minute 30: In the final sentence, the phrase "retain as much variance in versions" should be replaced with "not foreclose use of any variation". Then, the last word "possible" should become "discussed".

Please don't hesitate to contact me with any questions. Nothing stated above constitutes a legal opinion or advice upon any matter as to which counsel for the League could or should be consulted.

73,

*/Jim Tiemstra, K6JAT/*

*/Pacific Division Director/*

...

On February 3, 2020 at 8:54 AM "Pereira, Carla, KC1HSX" <cpereira@arrl.org> wrote:

Dear Officers, Director and Vice Directors,

Having received no further changes/suggestions to the draft Minutes in at least 48 hours, attached is the final draft of the Minutes of the 2020 Annual Board Meeting for your review.

Per ARRL Standing Orders, I will call for a vote to approve the minutes in three business days (Thursday, February 6.) Therefore, any further edits to this document must be received _within_ 48 hours.

Once eight affirmative votes on the final have been received, then they are considered approved, posted on the ARRL Web, the web news stories are posted, and the PDF is circulated to the membership on the appropriate remailer.

Respectfully,

Carla Pereira, KC1HSX

*Carla Pereira, KC1HSX *

*Executive Manager *

*ARRL *

*Newington, CT 06111 *

*860-594-0242 *

http://www.arrl.org/

_______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-odv

_______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-odv

I support Director Stratton’s analysis of Minute 13 and his conclusions and recommendations for that Minute. Further, I specifically wish to be recorded as supporting the reporting of the vote count. I defer to the lawyers amongst us with respect to the legal issues / risks potentially raised in Minutes 15, 26, and 27, but as a Director I believe it important to err on the side of conservative reporting if there is a difference of opinion between or among the attorneys. I confess to not reading the 2nd sentence of Minute 33 carefully enough until now. I emphatically agree with Director Stratton’s comments about "sensitive nature” below. Thus, I would support his recommendation for revision of that sentence if the word “funding” were inserted prior to “limitations”. Ultimately, however, I propose deferring to Attorney Siddall for concurrence on the final wording chosen. Bud, W2RU On Feb 4, 2020, at 9:46 AM, John Robert Stratton <N5AUS@n5aus.com<mailto:N5AUS@n5aus.com>> wrote: As currently drafted, I object to the passage of the Minutes. Minute 8: I agree with Jim Tiemstra that the language "with 8 in favor and 7 against" is incorrect and improper. It should read as suggested by Jim: "... by the tellers, with with the following results: Mr. Roderick 8, Mr. Tiemstra 7, with Mr. Roderick declared as having been elected President." Minute 11: The same objection as to Minute 8. It should be read: "... by the tellers, with with the following results: Mr. Stafford 13, Mr. Frahm 2, with Mr. Stafford declared as having been elected International Affairs Vice President." Minute 13: Due to the language in Dr. Michel's contract, this should be corrected to read: "President Roderick stated that this would be a Yes/No vote to elect Dr. Michel as Chief Executive Officer. Ballots wer distributed, collected and counted by the tellers, whereupon it was declared that Dr. Michel had not been elected as Chief Executive Officer." By the language of Dr. Michel's contract, there was not a vote — and could not be — a vote to renew or not renew Dr. Michel's contract. The effect of Dr. Michel not being elected as CEO was that the first renewal under his contract with the ARRL did not become effective. But that does not equate to a vote to renew or not renew. The contract specifically requires a vote to elect Dr. Michel as CEO; failing to be elected as CEO results in the first renewal not going into effect. The failure to record this correctly opens the League to an accusation that it failed to comply with the terms of Dr. Michel's contract, resulting in the risk that the League could be found to have breached that contract, if litigation were to occur. Do we report the vote count? Respectfully, we have a problem. The results of the initial election of Dr. Micheal as CEO was recorded and publicly reported. It was a 9-6 vote to elect. Having deemed it important to publish the fact of his initial election and the vote count, the decision to announce that he was not elected, but to NOT report the vote count opens the League to accusations of inconsistency, improper conduct, secrecy, having been complicit in the kidnapping of the Lindbergh baby, etc. We need to think this through very carefully. Yes, Dr. Michel's election/non-election as CEO involves a personnel matter, but only because if elected an employment relationship is established and if not elected, an employment relationship is not established. But that conclusion does not end the discussion.This was an election for an Officer position and we always report the result of Officer elections AND the vote counts. See Minute 8 and Minute 11. I believe, absent a formal change in policy, we are compelled to report the vote count for the CEO officer position. Until this issue is resolved and confirmed by advice of counsel, the finalization and publication of the Minutes need to be delayed. Minute 15, Minute 26: I share Jim Tiemstra's concerns regarding the waiver of the attorney-client privilege. Advice provided by attorneys representing the League should never be set forth in any document available to the public. I adopt and support Jim's recommendations for the changes in these two Minutes. Minute 27: Again I have concerns regarding what we report related to advice from our attorneys. The last sentence of Minute 27 should be deleted. Minute 30: As a Member of the Legislative Committee, I support Chairman Tiemstra's request for the change in language as set out in his email below. Minute 33: Due to the sensitive nature of our relationship with the FCC we should be circumspect in our language. The second sentence would be less subject to criticism of the FCC were it to be worded: "It was noted again that staff turnover and limitations at the FCC might impact our efforts." As this comment was based on David Siddall's report to the Board, we again need to be careful not to disclose attorney-client privileged matters. _______________________________________ John Robert Stratton N5AUS Director West Gulf Division Office: 512-445-6262 Cell: 512-426-2028 P.O. Box 2232 Austin, Texas 78768-2232 _______________________________________ On 2/3/20 9:51 PM, James Tiemstra wrote: BOARD CONFIDENTIAL GA Carla, I apologize for the following tardy edits to the posted minutes: Minute 8: This should follow the pattern for an election, such as is reflected in Minute 20, not an up or down motion. Therefore, after ". . . by the tellers," it should read "with the following results: Mr. Roderick, 8; Mr. Tiemstra, 7. Whereupon . . . ." deleting "with 8 in favor and 7 against" at the end. Minute 11: This should follow the same pattern as Minute 8, reflecting vote totals, not "in favor" and "against." Minute 13: This was an up or down vote. If this is being treated as a personnel matter, it should be left as is. The vote count is not the type of information that is of any real use to our membership. Minute 15: The fourth sentence starting "Mr. Spinella noted . . . " should be deleted. It could constitute a waiver of the attorney-client privilege as to all matters discussed with counsel at the meeting. Minute 26: Only the first sentence should be retained for two reasons: first, the remainder of this paragraph contains another potential waiver of the attorney-client privilege, and second, should a contractual dispute arise with M&H, the balance of this paragraph also contains potentially damaging admissions. Minute 30: In the final sentence, the phrase "retain as much variance in versions" should be replaced with "not foreclose use of any variation". Then, the last word "possible" should become "discussed". Please don't hesitate to contact me with any questions. Nothing stated above constitutes a legal opinion or advice upon any matter as to which counsel for the League could or should be consulted. 73, Jim Tiemstra, K6JAT Pacific Division Director On February 3, 2020 at 8:54 AM "Pereira, Carla, KC1HSX" <cpereira@arrl.org><mailto:cpereira@arrl.org> wrote: Dear Officers, Director and Vice Directors, Having received no further changes/suggestions to the draft Minutes in at least 48 hours, attached is the final draft of the Minutes of the 2020 Annual Board Meeting for your review. Per ARRL Standing Orders, I will call for a vote to approve the minutes in three business days (Thursday, February 6.) Therefore, any further edits to this document must be received within 48 hours. Once eight affirmative votes on the final have been received, then they are considered approved, posted on the ARRL Web, the web news stories are posted, and the PDF is circulated to the membership on the appropriate remailer. Respectfully, Carla Pereira, KC1HSX Carla Pereira, KC1HSX Executive Manager ARRL Newington, CT 06111 860-594-0242 http://www.arrl.org/ _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org<mailto:arrl-odv@reflector.arrl.org> https://reflector.arrl.org/mailman/listinfo/arrl-odv _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org<mailto:arrl-odv@reflector.arrl.org> https://reflector.arrl.org/mailman/listinfo/arrl-odv _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org<mailto:arrl-odv@reflector.arrl.org> https://reflector.arrl.org/mailman/listinfo/arrl-odv

I support recording the vote count and the changes recommended by Directors Stratton and Tiemstra. - Dale Williams WA8EFK On 2/4/2020 10:19 AM, rjairam@gmail.com wrote:

+1

Ria N2RJ

On Tue, Feb 4, 2020 at 10:12 AM Hippisley, George (Bud), W2RU, (Dir, RK) <w2ru@arrl.org <mailto:w2ru@arrl.org>> wrote:

I support Director Stratton’s analysis of Minute 13 and his conclusions and recommendations for that Minute. Further, I specifically wish to be recorded as supporting the reporting of the vote count.

I defer to the lawyers amongst us with respect to the legal issues / risks potentially raised in Minutes 15, 26, and 27, but as a Director I believe it important to err on the side of _conservative_ reporting if there is a difference of opinion between or among the attorneys.

I confess to not reading the 2nd sentence of Minute 33 carefully enough until now.  I emphatically agree with Director Stratton’s comments about "sensitive nature” below.  Thus, I would support his recommendation for revision of that sentence if the word “funding” were inserted prior to “limitations”.  Ultimately, however, I propose deferring to Attorney Siddall for concurrence on the final wording chosen.

Bud, W2RU

...

On Feb 4, 2020, at 9:46 AM, John Robert Stratton <N5AUS@n5aus.com <mailto:N5AUS@n5aus.com>> wrote:

* **    As currently drafted, I object to the passage of the Minutes.*

*    Minute 8:*    I agree with Jim Tiemstra that the language "with 8 in favor and 7 against" is incorrect and improper. It should read as suggested by Jim:  "... by the tellers, with with the following results: Mr. Roderick 8, Mr. Tiemstra 7, with Mr. Roderick declared as having been elected President." * **    Minute 11: *   The same objection as to Minute 8. It should be read:  "... by the tellers, with with the following results: Mr. Stafford 13, Mr. Frahm 2, with Mr. Stafford declared as having been elected International Affairs Vice President." * **    Minute 13: *   Due to the language in Dr. Michel's contract, this should be corrected to read:  "President Roderick stated that this would be a Yes/No vote to elect Dr. Michel as Chief Executive Officer. Ballots wer distributed, collected and counted by the tellers, whereupon it was declared that Dr. Michel had not been elected as Chief Executive Officer."

                    By the language of Dr. Michel's contract, there was not a vote — and could not be — a vote to renew or not renew Dr. Michel's contract. The effect of Dr. Michel not being elected as CEO was that the first renewal under his contract with the ARRL did not become effective. But that does not equate to a vote to renew or not renew. The contract specifically requires a vote to elect Dr. Michel as CEO; failing to be elected as CEO results in the first renewal not going into effect.

                    The failure to record this correctly opens the League to an accusation that it failed to comply with the terms of Dr. Michel's contract, resulting in the risk that the League could be found to have breached that contract, if litigation were to occur.

                    Do we report the vote count? Respectfully, we have a problem. The results of the initial election of Dr. Micheal as CEO was recorded and publicly reported. It was a 9-6 vote to elect. Having deemed it important to publish the fact of his initial election and the vote count, the decision to announce that he was not elected, but to NOT report the vote count opens the League to accusations of inconsistency, improper conduct, secrecy, having been complicit in the kidnapping of the Lindbergh baby, etc.

                     We need to think this through very carefully. Yes, Dr. Michel's election/non-election as CEO involves a personnel matter, but only because if elected an employment relationship is established and if not elected, an employment relationship is not established. But that conclusion does not end the discussion.This was an election for an Officer position and we always report the result of Officer elections AND the vote counts. See Minute 8 and Minute 11.

                      I believe, absent a formal change in policy, we are compelled to report the vote count for the CEO officer position.

                      Until this issue is resolved and confirmed by advice of counsel, the finalization and publication of the Minutes need to be delayed.

*    Minute 15, Minute 26:*    I share Jim Tiemstra's concerns regarding the waiver of the attorney-client privilege. Advice provided by attorneys representing the League should never be set forth in any document available to the public.  I adopt and support Jim's recommendations for the changes in these two Minutes.

*  Minute 27: *   Again I have concerns regarding what we report related to advice from our attorneys. The last sentence of Minute 27 should be deleted.

*   Minute 30:*    As a Member of the Legislative Committee, I support Chairman Tiemstra's request for the change in language as set out in his email below.

*    Minute 33: *   Due to the sensitive nature of our relationship with the FCC we should be circumspect in our language. The second sentence would be less subject to criticism of the FCC were it to be worded: "It was noted again that staff turnover and limitations at the FCC might impact our efforts." As this comment was based on David Siddall's report to the Board, we again need to be careful not to disclose attorney-client privileged matters.

_______________________________________

John Robert Stratton

N5AUS

Director

West Gulf Division

Office:512-445-6262 Cell:512-426-2028 P.O. Box 2232 Austin, Texas 78768-2232

*_______________________________________*** ** On 2/3/20 9:51 PM, James Tiemstra wrote:

...

*BOARD CONFIDENTIAL*

GA Carla,

I apologize for the following tardy edits to the posted minutes:

Minute 8:  This should follow the pattern for an election, such as is reflected in Minute 20, not an up or down motion. Therefore, after ". . . by the tellers," it should read "with the following results: Mr. Roderick, 8; Mr. Tiemstra, 7. Whereupon . . . ." deleting "with 8 in favor and 7 against" at the end.

Minute 11: This should follow the same pattern as Minute 8, reflecting vote totals, not "in favor" and "against."

Minute 13: This was an up or down vote. If this is being treated as a personnel matter, it should be left as is. The vote count is not the type of information that is of any real use to our membership.

Minute 15: The fourth sentence starting "Mr. Spinella noted . . . " should be deleted. It could constitute a waiver of the attorney-client privilege as to all matters discussed with counsel at the meeting.

Minute 26: Only the first sentence should be retained for two reasons: first, the remainder of this paragraph contains another potential waiver of the attorney-client privilege, and second, should a contractual dispute arise with M&H, the balance of this paragraph also contains potentially damaging admissions.

Minute 30: In the final sentence, the phrase "retain as much variance in versions" should be replaced with "not foreclose use of any variation". Then, the last word "possible" should become "discussed".

Please don't hesitate to contact me with any questions. Nothing stated above constitutes a legal opinion or advice upon any matter as to which counsel for the League could or should be consulted.

73,

*/Jim Tiemstra, K6JAT/*

*/Pacific Division Director/*

...

On February 3, 2020 at 8:54 AM "Pereira, Carla, KC1HSX" <cpereira@arrl.org> <mailto:cpereira@arrl.org> wrote:

Dear Officers, Director and Vice Directors,

Having received no further changes/suggestions to the draft Minutes in at least 48 hours, attached is the final draft of the Minutes of the 2020 Annual Board Meeting for your review.

Per ARRL Standing Orders, I will call for a vote to approve the minutes in three business days (Thursday, February 6.) Therefore, any further edits to this document must be received _within_ 48 hours.

Once eight affirmative votes on the final have been received, then they are considered approved, posted on the ARRL Web, the web news stories are posted, and the PDF is circulated to the membership on the appropriate remailer.

Respectfully,

Carla Pereira, KC1HSX

*Carla Pereira, KC1HSX *

*Executive Manager *

*ARRL *

*Newington, CT 06111 *

*860-594-0242 *

http://www.arrl.org/

_______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org <mailto:arrl-odv@reflector.arrl.org> https://reflector.arrl.org/mailman/listinfo/arrl-odv

_______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org <mailto:arrl-odv@reflector.arrl.org> https://reflector.arrl.org/mailman/listinfo/arrl-odv

_______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org <mailto:arrl-odv@reflector.arrl.org> https://reflector.arrl.org/mailman/listinfo/arrl-odv

_______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org <mailto:arrl-odv@reflector.arrl.org> https://reflector.arrl.org/mailman/listinfo/arrl-odv

_______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-odv

I accept Dave's suggested change. _______________________________________ John Robert Stratton N5AUS Director West Gulf Division Office:512-445-6262 Cell:512-426-2028 P.O. Box 2232 Austin, Texas 78768-2232 *_______________________________________*** ** On 2/4/20 2:10 PM, david davidsiddall-law.com wrote:

Director Stratton’s suggestion with Director Hippisley’s addition are improvements.   Minute 33, second sentence, would read “It was noted again that staff turnover and funding limitations at the FCC might impact our efforts.”

73, Dave K3ZJ

*From: *arrl-odv <arrl-odv-bounces@reflector.arrl.org> on behalf of "Hippisley, George (Bud), W2RU, (Dir, RK)" <w2ru@arrl.org> *Date: *Tuesday, February 4, 2020 at 10:12 AM *To: *"Stratton, John, N5AUS (Dir, WG)" <n5aus@n5aus.com> *Cc: *arrl-odv <arrl-odv@reflector.arrl.org> *Subject: *[arrl-odv:29526] Re: Final Draft Minutes of Board Meeting - Objections and Request For Changes

I support Director Stratton’s analysis of Minute 13 and his conclusions and recommendations for that Minute.  Further, I specifically wish to be recorded as supporting the reporting of the vote count.

I defer to the lawyers amongst us with respect to the legal issues / risks potentially raised in Minutes 15, 26, and 27, but as a Director I believe it important to err on the side of _conservative_ reporting if there is a difference of opinion between or among the attorneys.

I confess to not reading the 2nd sentence of Minute 33 carefully enough until now.  I emphatically agree with Director Stratton’s comments about "sensitive nature” below.  Thus, I would support his recommendation for revision of that sentence if the word “funding” were inserted prior to “limitations”.  Ultimately, however, I propose deferring to Attorney Siddall for concurrence on the final wording chosen.

Bud, W2RU

On Feb 4, 2020, at 9:46 AM, John Robert Stratton <N5AUS@n5aus.com <mailto:N5AUS@n5aus.com>> wrote:

*     As currently drafted, I object to the passage of the Minutes.*

*    Minute 8:*    I agree with Jim Tiemstra that the language "with 8 in favor and 7 against" is incorrect and improper. It should read as suggested by Jim:  "... by the tellers, with with the following results: Mr. Roderick 8, Mr. Tiemstra 7, with Mr. Roderick declared as having been elected President." *     Minute 11: *   The same objection as to Minute 8. It should be read:  "... by the tellers, with with the following results: Mr. Stafford 13, Mr. Frahm 2, with Mr. Stafford declared as having been elected International Affairs Vice President." *     Minute 13: *   Due to the language in Dr. Michel's contract, this should be corrected to read:  "President Roderick stated that this would be a Yes/No vote to elect Dr. Michel as Chief Executive Officer. Ballots wer distributed, collected and counted by the tellers, whereupon it was declared that Dr. Michel had not been elected as Chief Executive Officer."

                    By the language of Dr. Michel's contract, there was not a vote — and could not be — a vote to renew or not renew Dr. Michel's contract. The effect of Dr. Michel not being elected as CEO was that the first renewal under his contract with the ARRL did not become effective. But that does not equate to a vote to renew or not renew. The contract specifically requires a vote to elect Dr. Michel as CEO; failing to be elected as CEO results in the first renewal not going into effect.

                    The failure to record this correctly opens the League to an accusation that it failed to comply with the terms of Dr. Michel's contract, resulting in the risk that the League could be found to have breached that contract, if litigation were to occur.

                    Do we report the vote count? Respectfully, we have a problem. The results of the initial election of Dr. Micheal as CEO was recorded and publicly reported. It was a 9-6 vote to elect. Having deemed it important to publish the fact of his initial election and the vote count, the decision to announce that he was not elected, but to NOT report the vote count opens the League to accusations of inconsistency, improper conduct, secrecy, having been complicit in the kidnapping of the Lindbergh baby, etc.

                     We need to think this through very carefully. Yes, Dr. Michel's election/non-election as CEO involves a personnel matter, but only because if elected an employment relationship is established and if not elected, an employment relationship is not established. But that conclusion does not end the discussion.This was an election for an Officer position and we always report the result of Officer elections AND the vote counts. See Minute 8 and Minute 11.

                      I believe, absent a formal change in policy, we are compelled to report the vote count for the CEO officer position.

                      Until this issue is resolved and confirmed by advice of counsel, the finalization and publication of the Minutes need to be delayed.

*    Minute 15, Minute 26:*    I share Jim Tiemstra's concerns regarding the waiver of the attorney-client privilege. Advice provided by attorneys representing the League should never be set forth in any document available to the public.  I adopt and support Jim's recommendations for the changes in these two Minutes.

*  Minute 27: *   Again I have concerns regarding what we report related to advice from our attorneys. The last sentence of Minute 27 should be deleted.

*   Minute 30:*    As a Member of the Legislative Committee, I support Chairman Tiemstra's request for the change in language as set out in his email below.

*    Minute 33: *   Due to the sensitive nature of our relationship with the FCC we should be circumspect in our language. The second sentence would be less subject to criticism of the FCC were it to be worded: "It was noted again that staff turnover and limitations at the FCC might impact our efforts." As this comment was based on David Siddall's report to the Board, we again need to be careful not to disclose attorney-client privileged matters.

_______________________________________

John Robert Stratton

N5AUS

Director

West Gulf Division

Office: 512-445-6262

Cell: 512-426-2028

P.O. Box 2232

Austin, Texas 78768-2232

*_______________________________________*

On 2/3/20 9:51 PM, James Tiemstra wrote:

*BOARD CONFIDENTIAL*

GA Carla,

I apologize for the following tardy edits to the posted minutes:

Minute 8:  This should follow the pattern for an election, such as is reflected in Minute 20, not an up or down motion. Therefore, after ". . . by the tellers," it should read "with the following results: Mr. Roderick, 8; Mr. Tiemstra, 7. Whereupon . . . ." deleting "with 8 in favor and 7 against" at the end.

Minute 11: This should follow the same pattern as Minute 8, reflecting vote totals, not "in favor" and "against."

Minute 13: This was an up or down vote. If this is being treated as a personnel matter, it should be left as is. The vote count is not the type of information that is of any real use to our membership.

Minute 15: The fourth sentence starting "Mr. Spinella noted . . . " should be deleted. It could constitute a waiver of the attorney-client privilege as to all matters discussed with counsel at the meeting.

Minute 26: Only the first sentence should be retained for two reasons: first, the remainder of this paragraph contains another potential waiver of the attorney-client privilege, and second, should a contractual dispute arise with M&H, the balance of this paragraph also contains potentially damaging admissions.

Minute 30: In the final sentence, the phrase "retain as much variance in versions" should be replaced with "not foreclose use of any variation". Then, the last word "possible" should become "discussed".

Please don't hesitate to contact me with any questions. Nothing stated above constitutes a legal opinion or advice upon any matter as to which counsel for the League could or should be consulted.

73,

/*Jim Tiemstra, K6JAT*/

/*Pacific Division Director*/

On February 3, 2020 at 8:54 AM "Pereira, Carla, KC1HSX" <cpereira@arrl.org> <mailto:cpereira@arrl.org> wrote:

Dear Officers, Director and Vice Directors,

Having received no further changes/suggestions to the draft Minutes in at least 48 hours, attached is the final draft of the Minutes of the 2020 Annual Board Meeting for your review.

Per ARRL Standing Orders, I will call for a vote to approve the minutes in three business days (Thursday, February 6.) Therefore, any further edits to this document must be received _within_ 48 hours.

Once eight affirmative votes on the final have been received, then they are considered approved, posted on the ARRL Web, the web news stories are posted, and the PDF is circulated to the membership on the appropriate remailer.

Respectfully,

Carla Pereira, KC1HSX

*Carla Pereira, KC1HSX *

*Executive Manager *

*ARRL *

*Newington, CT 06111 *

*860-594-0242 *

http://www.arrl.org/

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