[arrl-odv:26428] Regarding tonight's webinar to discuss the EC recommendation for ARRL Governance and the Role of Vice Directors for the Second Century
Good day. In anticipation of tonight’s, a few thoughts. I am concerned that the Board is getting caught up in issues that are not germane to the case at hand. Recent emails to the ODV camouflage the issues and detract from our business. We have been told by one of the premiere law firms in the state of Connecticut that our corporate governance is not in compliance with state law. That is the issue that the Executive Committee dealt with at the last meeting. In consideration of the issue, the E.C. came to a consensus and made a recommendation to the full Board for consideration. I understand that the Vice–Directors are fighting for their political life, and that some are concerned with their relevance. But they are not looking at the bigger picture. While I am obviously not an attorney, I find it amazing that those Vice-Directors who are an attorney (none of whom are licensed to practice in Connecticut), claim to know better than a top tier Connecticut law firm. I can only believe that in their desire to maintain their position as they know it they collectively find it easier to dismiss the findings of our lawyers rather than come to the conclusion that our attorneys know better. Our attorneys, Day Pitney LLC, are a nationally ranked law firm. They are top tier as reported by US News and World Reports. We have been informed by Day Pitney that Vice Directors may not participate in voting and have no right to immediate succession. We have been told that to continue to use Vice Directors as we have been doing may place the corporation in jeopardy. It is my contention that as a Director, it is my fiduciary responsibility to protect the League. The only way to do that is to bring the Board into full compliance with Connecticut law. I would much prefer bringing us into compliance as suggested by our attorneys than leaving things as they are with the possibility that maybe we’re okay and maybe we’re not. 20-20 hindsight is not the way to govern the corporation. If the Vice Directors truly want what is best for the ARRL, then they will understand that we need to change the way we do business now so that we may continue to do business now and into the future. The lessons learned over the past year should be reason enough to show that personal agendas need to put aside. To the Directors; this decision is ours, and ours alone, to make. I understand that you want to protect and support your Vice Director. But this is not about that. If you are engaging on this issue in that way, then you are guilty of what our members constantly decry us as being – a member of an “old boys’ network” that just seeks to perpetuate the same membership and protect their own. The recommendations made by the Executive Committee takes us out of a potential position of jeopardy, instead modernizing the role of the Vice Director. Not someone relegated to the back row, bringing you mail from the boxes outside the door, waiting for you to retire or die to move up to the front row. I imagine that the response I’ll get from this is that I have an agenda to simply get rid of the Vice Directors. I am not that cynical and that is most definitely not the case. I truly believe that this is the way to approach our problem, that is, to be in full compliance with Connecticut law. That’s all that matters, and this is the way I believe it should be done. My fear is that if we don’t make these recommended changes now we will do irreparable damage to the League. I will be listening in tonight, but I would rather not speak to the issue tonight. I’m concerned is that this will only be a scream session and will not address the issues that we need to address. I won’t participate in that. 73 de Mike N2YBB
Mike, I will be addressing the Day Pitney matter tonight in my comments, though I will not be commenting on the legal issues themselves. Stay tuned !! 73, Mike Mike Raisbeck k1twf@arrl.net -----Original Message----- From: Mike Lisenco N2YBB <n2ybb@arrl.org> To: arrl-odv <arrl-odv@arrl.org> Sent: Mon, May 1, 2017 3:51 pm Subject: [arrl-odv:26428] Regarding tonight's webinar to discuss the EC recommendation for ARRL Governance and the Role of Vice Directors for the Second Century Good day. In anticipation of tonight’s, a few thoughts. I am concerned that the Board is getting caught up in issues that are not germane to the case at hand. Recent emails to the ODV camouflage the issues and detract from our business. We have been told by one of the premiere law firms in the state of Connecticut that our corporate governance is not in compliance with state law. That is the issue that the Executive Committee dealt with at the last meeting. In consideration of the issue, the E.C. came to a consensus and made a recommendation to the full Board for consideration. I understand that the Vice–Directors are fighting for their political life, and that some are concerned with their relevance. But they are not looking at the bigger picture. While I am obviously not an attorney, I find it amazing that those Vice-Directors who are an attorney (none of whom are licensed to practice in Connecticut), claim to know better than a top tier Connecticut law firm. I can only believe that in their desire to maintain their position as they know it they collectively find it easier to dismiss the findings of our lawyers rather than come to the conclusion that our attorneys know better. Our attorneys, Day Pitney LLC, are a nationally ranked law firm. They are top tier as reported by US News and World Reports. We have been informed by Day Pitney that Vice Directors may not participate in voting and have no right to immediate succession. We have been told that to continue to use Vice Directors as we have been doing may place the corporation in jeopardy. It is my contention that as a Director, it is my fiduciary responsibility to protect the League. The only way to do that is to bring the Board into full compliance with Connecticut law. I would much prefer bringing us into compliance as suggested by our attorneys than leaving things as they are with the possibility that maybe we’re okay and maybe we’re not. 20-20 hindsight is not the way to govern the corporation. If the Vice Directors truly want what is best for the ARRL, then they will understand that we need to change the way we do business now so that we may continue to do business now and into the future. The lessons learned over the past year should be reason enough to show that personal agendas need to put aside. To the Directors; this decision is ours, and ours alone, to make. I understand that you want to protect and support your Vice Director. But this is not about that. If you are engaging on this issue in that way, then you are guilty of what our members constantly decry us as being – a member of an “old boys’ network” that just seeks to perpetuate the same membership and protect their own. The recommendations made by the Executive Committee takes us out of a potential position of jeopardy, instead modernizing the role of the Vice Director. Not someone relegated to the back row, bringing you mail from the boxes outside the door, waiting for you to retire or die to move up to the front row. I imagine that the response I’ll get from this is that I have an agenda to simply get rid of the Vice Directors. I am not that cynical and that is most definitely not the case. I truly believe that this is the way to approach our problem, that is, to be in full compliance with Connecticut law. That’s all that matters, and this is the way I believe it should be done. My fear is that if we don’t make these recommended changes now we will do irreparable damage to the League. I will be listening in tonight, but I would rather not speak to the issue tonight. I’m concerned is that this will only be a scream session and will not address the issues that we need to address. I won’t participate in that. 73 de Mike N2YBB _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-odv
participants (2)
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Mike Lisenco N2YBB -
Mike Raisbeck