Mike, I have, with the assistance of Barry Shelley, investigated the coverage under both our D&O liability insurance policy and under our general liability policy. In addition, I have spoken with Barry about a phone discussion with the program administrator to be sure that we are correct. First of all and most generally, Vice Directors are covered under our general liability insurance which covers all of our volunteers acting on behalf of ARRL and within the scope their authority and in the service of the League. As to the service of a Vice Director when acting as a Director, our interpretation is that there is coverage for Vice Directors during that period under the D&O policy as well. The Chubb Group of Insurance Companies issued the Director and Officer Liability and Entity Liability Coverage Policy. In that policy, an "insured person" means any natural person who was, now is or shall become an Executive or Employee of any Organization. The term "Executive" is defined for the purposes of this policy as "any natural person who was, now is or shall become: (a) a duly elected or appointed director, officer, trustee, manager, in-house general counsel, or duly constituted committee member of any Organization chartered in the United States of America; or (b) a holder of a position described in (a) above in any organization that is chartered in any jurisdiction other than the United States of America." Thus, during the time that a Vice Director is acting in the capacity of a Director, it is our understanding that the person is an appointed director within the above definition. However, as I say, we will verify this with the insurance company, in that this is a unique situation. After the period in which a Vice Director is acting in the capacity of a Director, the Vice Director continues to be covered as a volunteer as long as the Vice Director is acting within the scope of her or his authority as a Vice Director under our Articles and Bylaws. One of your questions (#4) pertaining to ARRL indemnification of Vice Directors seems to presuppose the absence of insurance coverage of Vice Directors and I would not believe it necessary to answer it in view of the above, but if I am incorrect in my interpretation of the question, please let me have another crack at a restatement of it. 73, Chris W3KD On Wed, Jan 14, 2015 at 4:29 PM, <vze18vwgu@verizon.net> wrote:

Folks,

A few questions pertaining to these motions and their consequences, which perhaps have already been answered elsewhere:

1 - since it seems to be the intent and understanding of board that Vice Directors are not "Directors" in a legal sense, then what if any coverage do they have under the League's officers and directors insurance, or any other relevant insurance?

2 - when a Vice Director is acting as a Director, such as when the Director is absent, are any steps required in order for them to become covered under the officers and directors insurance? Is coverage automatic?

3 - does that insurance continue to cover the Vice Director for events that occurred while acting as Director, when the Vice Director ceases to act as a Director (ie., the Director reappears)?

4 - Does the League indemnify Vice Directors for losses that would have been covered had they been Directors.

In other words, how does the peculiar status of Vice Directors interact with the League's insurance?

Mike

On 01/13/15, Kay Craigie<n3kn@verizon.net> wrote:

Attached are motions that will be introduced on behalf of the EC.

For motions 1-4, the rationale is taken from the cover message Chris sent to the ODV earlier.

73 - Kay N3KN

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