[arrl-odv:22762] CONFIDENTIAL Proposed Gift Agreeement for Re-naming of ARRL Lab
CONFIDENTIAL ARRL Directors: On behalf of the Administration & Finance Committee I am pleased to forward the attached Gift Agreement for your review and consideration. The Gift Agreement with Paul Sergi, NO8D, calls for a $1,000,000 donation to the ARRL in return for naming rights to the ARRL Laboratory. It has been reviewed by the attorneys for both parties. The following explanation comes from A&F Committee Chairman Greg Widin, K0GW: "The agreement in principle was approved by A&F, and is acceptable to HQ management as well as ARRL Laboratory personnel. Further development of the specific wording involved Mary Hobart, Rick Niswander, Chris Imlay and me. "The agreement is contained in the file named 'Sergi ARRL Gift Agreement-final-May27-14.' The second attachment is a listing of high-level 'deal points' concerning the agreement, and the benefits and protections included. "In recognition of this contribution, the agreement will re-name the ARRL Laboratory as the 'DX Engineering Laboratory at ARRL Headquarters' for a period of 25-30 years. Regardless of the re-naming, the agreement provides protections for the continuing independence of ARRL Laboratory, its operations, and related editorial matters. Please review the relevant clauses in the agreement. The 'deal points' indicate the specific paragraphs in the Agreement related to maintaining the independence of the Lab. "The A&F Committee believes that this agreement is as good a deal as can be negotiated and it is in the best interests of the ARRL. We also believe this agreement will not only provide significant funding to support the Lab for decades, but it also will also encourage further contributions to the Second Century campaign." While naming opportunities have been envisioned for several years this is the first to proceed to the point of an actual agreement. The re-naming of the ARRL Lab is a policy issue that rightfully belongs before the full Board. Fulfilling the terms of the agreement require that it be completed prior to the Centennial National Convention, which is before the next in-person meeting of the Board. Article 6 of the Articles of Association gives the Executive Committee the discretion to submit proposed resolutions to the Board for mail or electronic vote. At this time the Executive Committee has not considered the matter; only the members of the Administration and Finance Committee have had that opportunity. Because the issue ultimately will be considered by the full Board, in the interests of timeliness and efficiency President Craigie and I feel that it is appropriate to place the information concerning the agreement before the full Board now rather than engaging in a two-step process. Therefore, all Board members are invited and requested to review the attachments carefully and to pose questions to the A&F Committee and management, on the understanding that it will be the prerogative of the Executive Committee to authorize the actual vote by the Board. An appropriate resolution at that time would be along these lines: RESOLVED, that in accordance with the recommendation of the Administration & Finance Committee and management, the ARRL Board of Directors approves renaming the ARRL Laboratory in the manner and for the time specified in the Gift Agreement between ARRL and Paul D. Sergi, NO8D. Finally, please note that this matter is CONFIDENTIAL until such time as both parties are able to make the announcements specified in the Gift Agreement. 73, David Sumner, K1ZZ, Chief Executive Officer and Secretary
In looking at Paragraph 4 (copied below with highlights), it appears that there are two entirely different provisions for Sergi to change the name: 1) To change it to the “Paul D. Sergi Lab at ARRL Headquarters (the second highlighted sentence) 2) To change it to something that is entirely undefined that we cannot “unreasonably” prevent (the first highlighted sentence) Am I reading that correctly? (Note: There is NO mention of #2 in the significant deal points document, just #1) Doug K4AC “4. Renaming of the ARRL Laboratory. The ARRL Laboratory will, within thirty (30) days after the Effective Date be renamed the “DX Engineering Lab at ARRL Headquarters” (hereinafter referred to as “DXEL”) and it shall bear that name for a period of not less than 25 years following the Effective Date unless there is a breach by Sergi in the funding of the Donation. During that 25-year period, assuming no such breach, the naming rights for the Laboratory will continue to be held by Sergi and may be changed upon the mutual agreement of Sergi and ARRL, which consent to a name change will not be unreasonably withheld or delayed by ARRL. If, before the fifth (5th) anniversary of the Effective Date, the entire Donation has been paid to ARRL by Sergi, then Sergi will be entitled to an additional five (5) years of naming rights added to the 25 years of naming rights provided for hereunder, without the requirement of an additional donation to ARRL. Notwithstanding any provision to the contrary, Sergi may at his discretion, and at any time during the term, change the name of the ARRL Laboratory to the “Paul D. Sergi Lab at ARRL Headquarters,” or some variation thereof. At any time during the term of this Agreement and any extension thereof, in his sole and absolute discretion, Sergi may elect to decouple or remove the designated name from the ARRL Laboratory. In such event, upon receipt of such notice from Sergi, ARRL must take all such actions as necessary to remove the name as requested by Sergi.“ From: arrl-odv-bounces@reflector.arrl.org [mailto:arrl-odv-bounces@reflector.arrl.org] On Behalf Of Sumner, Dave, K1ZZ Sent: Friday, May 30, 2014 3:50 PM To: arrl-odv Subject: [arrl-odv:22762] CONFIDENTIAL Proposed Gift Agreeement for Re-naming of ARRL Lab CONFIDENTIAL ARRL Directors: On behalf of the Administration & Finance Committee I am pleased to forward the attached Gift Agreement for your review and consideration. The Gift Agreement with Paul Sergi, NO8D, calls for a $1,000,000 donation to the ARRL in return for naming rights to the ARRL Laboratory. It has been reviewed by the attorneys for both parties. The following explanation comes from A&F Committee Chairman Greg Widin, K0GW: “The agreement in principle was approved by A&F, and is acceptable to HQ management as well as ARRL Laboratory personnel. Further development of the specific wording involved Mary Hobart, Rick Niswander, Chris Imlay and me. “The agreement is contained in the file named ‘Sergi ARRL Gift Agreement-final-May27-14.’ The second attachment is a listing of high-level ‘deal points’ concerning the agreement, and the benefits and protections included. “In recognition of this contribution, the agreement will re-name the ARRL Laboratory as the ‘DX Engineering Laboratory at ARRL Headquarters’ for a period of 25-30 years. Regardless of the re-naming, the agreement provides protections for the continuing independence of ARRL Laboratory, its operations, and related editorial matters. Please review the relevant clauses in the agreement. The ‘deal points’ indicate the specific paragraphs in the Agreement related to maintaining the independence of the Lab. “The A&F Committee believes that this agreement is as good a deal as can be negotiated and it is in the best interests of the ARRL. We also believe this agreement will not only provide significant funding to support the Lab for decades, but it also will also encourage further contributions to the Second Century campaign.” While naming opportunities have been envisioned for several years this is the first to proceed to the point of an actual agreement. The re-naming of the ARRL Lab is a policy issue that rightfully belongs before the full Board. Fulfilling the terms of the agreement require that it be completed prior to the Centennial National Convention, which is before the next in-person meeting of the Board. Article 6 of the Articles of Association gives the Executive Committee the discretion to submit proposed resolutions to the Board for mail or electronic vote. At this time the Executive Committee has not considered the matter; only the members of the Administration and Finance Committee have had that opportunity. Because the issue ultimately will be considered by the full Board, in the interests of timeliness and efficiency President Craigie and I feel that it is appropriate to place the information concerning the agreement before the full Board now rather than engaging in a two-step process. Therefore, all Board members are invited and requested to review the attachments carefully and to pose questions to the A&F Committee and management, on the understanding that it will be the prerogative of the Executive Committee to authorize the actual vote by the Board. An appropriate resolution at that time would be along these lines: RESOLVED, that in accordance with the recommendation of the Administration & Finance Committee and management, the ARRL Board of Directors approves renaming the ARRL Laboratory in the manner and for the time specified in the Gift Agreement between ARRL and Paul D. Sergi, NO8D. Finally, please note that this matter is CONFIDENTIAL until such time as both parties are able to make the announcements specified in the Gift Agreement. 73, David Sumner, K1ZZ, Chief Executive Officer and Secretary
Doug, that’s attorney language that we have encountered before. My layman’s understanding is that we can withhold consent if we have a valid reason for doing so. If Paul wants to rename the lab for himself we have, in effect, already given our consent in advance. Any of several attorneys no doubt will correct me if I’m wrong. Dave From: Rehman, Doug, K4AC Sent: Friday, May 30, 2014 4:25 PM To: Sumner, Dave, K1ZZ; arrl-odv Subject: RE: [arrl-odv:22762] CONFIDENTIAL Proposed Gift Agreeement for Re-naming of ARRL Lab In looking at Paragraph 4 (copied below with highlights), it appears that there are two entirely different provisions for Sergi to change the name: 1) To change it to the “Paul D. Sergi Lab at ARRL Headquarters (the second highlighted sentence) 2) To change it to something that is entirely undefined that we cannot “unreasonably” prevent (the first highlighted sentence) Am I reading that correctly? (Note: There is NO mention of #2 in the significant deal points document, just #1) Doug K4AC “4. Renaming of the ARRL Laboratory. The ARRL Laboratory will, within thirty (30) days after the Effective Date be renamed the “DX Engineering Lab at ARRL Headquarters” (hereinafter referred to as “DXEL”) and it shall bear that name for a period of not less than 25 years following the Effective Date unless there is a breach by Sergi in the funding of the Donation. During that 25-year period, assuming no such breach, the naming rights for the Laboratory will continue to be held by Sergi and may be changed upon the mutual agreement of Sergi and ARRL, which consent to a name change will not be unreasonably withheld or delayed by ARRL. If, before the fifth (5th) anniversary of the Effective Date, the entire Donation has been paid to ARRL by Sergi, then Sergi will be entitled to an additional five (5) years of naming rights added to the 25 years of naming rights provided for hereunder, without the requirement of an additional donation to ARRL. Notwithstanding any provision to the contrary, Sergi may at his discretion, and at any time during the term, change the name of the ARRL Laboratory to the “Paul D. Sergi Lab at ARRL Headquarters,” or some variation thereof. At any time during the term of this Agreement and any extension thereof, in his sole and absolute discretion, Sergi may elect to decouple or remove the designated name from the ARRL Laboratory. In such event, upon receipt of such notice from Sergi, ARRL must take all such actions as necessary to remove the name as requested by Sergi.“ From: arrl-odv-bounces@reflector.arrl.org<mailto:arrl-odv-bounces@reflector.arrl.org> [mailto:arrl-odv-bounces@reflector.arrl.org] On Behalf Of Sumner, Dave, K1ZZ Sent: Friday, May 30, 2014 3:50 PM To: arrl-odv Subject: [arrl-odv:22762] CONFIDENTIAL Proposed Gift Agreeement for Re-naming of ARRL Lab CONFIDENTIAL ARRL Directors: On behalf of the Administration & Finance Committee I am pleased to forward the attached Gift Agreement for your review and consideration. The Gift Agreement with Paul Sergi, NO8D, calls for a $1,000,000 donation to the ARRL in return for naming rights to the ARRL Laboratory. It has been reviewed by the attorneys for both parties. The following explanation comes from A&F Committee Chairman Greg Widin, K0GW: “The agreement in principle was approved by A&F, and is acceptable to HQ management as well as ARRL Laboratory personnel. Further development of the specific wording involved Mary Hobart, Rick Niswander, Chris Imlay and me. “The agreement is contained in the file named ‘Sergi ARRL Gift Agreement-final-May27-14.’ The second attachment is a listing of high-level ‘deal points’ concerning the agreement, and the benefits and protections included. “In recognition of this contribution, the agreement will re-name the ARRL Laboratory as the ‘DX Engineering Laboratory at ARRL Headquarters’ for a period of 25-30 years. Regardless of the re-naming, the agreement provides protections for the continuing independence of ARRL Laboratory, its operations, and related editorial matters. Please review the relevant clauses in the agreement. The ‘deal points’ indicate the specific paragraphs in the Agreement related to maintaining the independence of the Lab. “The A&F Committee believes that this agreement is as good a deal as can be negotiated and it is in the best interests of the ARRL. We also believe this agreement will not only provide significant funding to support the Lab for decades, but it also will also encourage further contributions to the Second Century campaign.” While naming opportunities have been envisioned for several years this is the first to proceed to the point of an actual agreement. The re-naming of the ARRL Lab is a policy issue that rightfully belongs before the full Board. Fulfilling the terms of the agreement require that it be completed prior to the Centennial National Convention, which is before the next in-person meeting of the Board. Article 6 of the Articles of Association gives the Executive Committee the discretion to submit proposed resolutions to the Board for mail or electronic vote. At this time the Executive Committee has not considered the matter; only the members of the Administration and Finance Committee have had that opportunity. Because the issue ultimately will be considered by the full Board, in the interests of timeliness and efficiency President Craigie and I feel that it is appropriate to place the information concerning the agreement before the full Board now rather than engaging in a two-step process. Therefore, all Board members are invited and requested to review the attachments carefully and to pose questions to the A&F Committee and management, on the understanding that it will be the prerogative of the Executive Committee to authorize the actual vote by the Board. An appropriate resolution at that time would be along these lines: RESOLVED, that in accordance with the recommendation of the Administration & Finance Committee and management, the ARRL Board of Directors approves renaming the ARRL Laboratory in the manner and for the time specified in the Gift Agreement between ARRL and Paul D. Sergi, NO8D. Finally, please note that this matter is CONFIDENTIAL until such time as both parties are able to make the announcements specified in the Gift Agreement. 73, David Sumner, K1ZZ, Chief Executive Officer and Secretary
While I’m not an attorney, my entire adult life has been spent around legal documents. It appears to me that unless Sergi chose to rename the lab to something pornographic/offensivs/etc., we are obligated to do it. I’m particularly troubled by the name “DX Engineering Lab at ARRL Headquarters”. It sounds like we are leasing them space in our building for their lab. Doug K4AC From: Sumner, Dave, K1ZZ [mailto:dsumner@arrl.org] Sent: Friday, May 30, 2014 4:50 PM To: k4ac; arrl-odv Subject: RE: [arrl-odv:22762] CONFIDENTIAL Proposed Gift Agreeement for Re-naming of ARRL Lab Doug, that’s attorney language that we have encountered before. My layman’s understanding is that we can withhold consent if we have a valid reason for doing so. If Paul wants to rename the lab for himself we have, in effect, already given our consent in advance. Any of several attorneys no doubt will correct me if I’m wrong. Dave From: Rehman, Doug, K4AC Sent: Friday, May 30, 2014 4:25 PM To: Sumner, Dave, K1ZZ; arrl-odv Subject: RE: [arrl-odv:22762] CONFIDENTIAL Proposed Gift Agreeement for Re-naming of ARRL Lab In looking at Paragraph 4 (copied below with highlights), it appears that there are two entirely different provisions for Sergi to change the name: 1) To change it to the “Paul D. Sergi Lab at ARRL Headquarters (the second highlighted sentence) 2) To change it to something that is entirely undefined that we cannot “unreasonably” prevent (the first highlighted sentence) Am I reading that correctly? (Note: There is NO mention of #2 in the significant deal points document, just #1) Doug K4AC “4. Renaming of the ARRL Laboratory. The ARRL Laboratory will, within thirty (30) days after the Effective Date be renamed the “DX Engineering Lab at ARRL Headquarters” (hereinafter referred to as “DXEL”) and it shall bear that name for a period of not less than 25 years following the Effective Date unless there is a breach by Sergi in the funding of the Donation. During that 25-year period, assuming no such breach, the naming rights for the Laboratory will continue to be held by Sergi and may be changed upon the mutual agreement of Sergi and ARRL, which consent to a name change will not be unreasonably withheld or delayed by ARRL. If, before the fifth (5th) anniversary of the Effective Date, the entire Donation has been paid to ARRL by Sergi, then Sergi will be entitled to an additional five (5) years of naming rights added to the 25 years of naming rights provided for hereunder, without the requirement of an additional donation to ARRL. Notwithstanding any provision to the contrary, Sergi may at his discretion, and at any time during the term, change the name of the ARRL Laboratory to the “Paul D. Sergi Lab at ARRL Headquarters,” or some variation thereof. At any time during the term of this Agreement and any extension thereof, in his sole and absolute discretion, Sergi may elect to decouple or remove the designated name from the ARRL Laboratory. In such event, upon receipt of such notice from Sergi, ARRL must take all such actions as necessary to remove the name as requested by Sergi.“ From: arrl-odv-bounces@reflector.arrl.org [mailto:arrl-odv-bounces@reflector.arrl.org] On Behalf Of Sumner, Dave, K1ZZ Sent: Friday, May 30, 2014 3:50 PM To: arrl-odv Subject: [arrl-odv:22762] CONFIDENTIAL Proposed Gift Agreeement for Re-naming of ARRL Lab CONFIDENTIAL ARRL Directors: On behalf of the Administration & Finance Committee I am pleased to forward the attached Gift Agreement for your review and consideration. The Gift Agreement with Paul Sergi, NO8D, calls for a $1,000,000 donation to the ARRL in return for naming rights to the ARRL Laboratory. It has been reviewed by the attorneys for both parties. The following explanation comes from A&F Committee Chairman Greg Widin, K0GW: “The agreement in principle was approved by A&F, and is acceptable to HQ management as well as ARRL Laboratory personnel. Further development of the specific wording involved Mary Hobart, Rick Niswander, Chris Imlay and me. “The agreement is contained in the file named ‘Sergi ARRL Gift Agreement-final-May27-14.’ The second attachment is a listing of high-level ‘deal points’ concerning the agreement, and the benefits and protections included. “In recognition of this contribution, the agreement will re-name the ARRL Laboratory as the ‘DX Engineering Laboratory at ARRL Headquarters’ for a period of 25-30 years. Regardless of the re-naming, the agreement provides protections for the continuing independence of ARRL Laboratory, its operations, and related editorial matters. Please review the relevant clauses in the agreement. The ‘deal points’ indicate the specific paragraphs in the Agreement related to maintaining the independence of the Lab. “The A&F Committee believes that this agreement is as good a deal as can be negotiated and it is in the best interests of the ARRL. We also believe this agreement will not only provide significant funding to support the Lab for decades, but it also will also encourage further contributions to the Second Century campaign.” While naming opportunities have been envisioned for several years this is the first to proceed to the point of an actual agreement. The re-naming of the ARRL Lab is a policy issue that rightfully belongs before the full Board. Fulfilling the terms of the agreement require that it be completed prior to the Centennial National Convention, which is before the next in-person meeting of the Board. Article 6 of the Articles of Association gives the Executive Committee the discretion to submit proposed resolutions to the Board for mail or electronic vote. At this time the Executive Committee has not considered the matter; only the members of the Administration and Finance Committee have had that opportunity. Because the issue ultimately will be considered by the full Board, in the interests of timeliness and efficiency President Craigie and I feel that it is appropriate to place the information concerning the agreement before the full Board now rather than engaging in a two-step process. Therefore, all Board members are invited and requested to review the attachments carefully and to pose questions to the A&F Committee and management, on the understanding that it will be the prerogative of the Executive Committee to authorize the actual vote by the Board. An appropriate resolution at that time would be along these lines: RESOLVED, that in accordance with the recommendation of the Administration & Finance Committee and management, the ARRL Board of Directors approves renaming the ARRL Laboratory in the manner and for the time specified in the Gift Agreement between ARRL and Paul D. Sergi, NO8D. Finally, please note that this matter is CONFIDENTIAL until such time as both parties are able to make the announcements specified in the Gift Agreement. 73, David Sumner, K1ZZ, Chief Executive Officer and Secretary
Question/Issue #2 Has this been vetted by a tax attorney? While a “donation” to a 501(c)(3) by an individual that receives naming rights is pretty well settled as being charitable, here we have a donation that will result in a substantial amount of ongoing advertising for a business. Worse yet, advertising for a business in the same small niche as the ARRL serves. Should the IRS rule this as something other than a charitable contribution, that certainly has financial implications for us as well. Doug K4AC From: arrl-odv-bounces@reflector.arrl.org [mailto:arrl-odv-bounces@reflector.arrl.org] On Behalf Of Sumner, Dave, K1ZZ Sent: Friday, May 30, 2014 3:50 PM To: arrl-odv Subject: [arrl-odv:22762] CONFIDENTIAL Proposed Gift Agreeement for Re-naming of ARRL Lab CONFIDENTIAL ARRL Directors: On behalf of the Administration & Finance Committee I am pleased to forward the attached Gift Agreement for your review and consideration. The Gift Agreement with Paul Sergi, NO8D, calls for a $1,000,000 donation to the ARRL in return for naming rights to the ARRL Laboratory. It has been reviewed by the attorneys for both parties. The following explanation comes from A&F Committee Chairman Greg Widin, K0GW: “The agreement in principle was approved by A&F, and is acceptable to HQ management as well as ARRL Laboratory personnel. Further development of the specific wording involved Mary Hobart, Rick Niswander, Chris Imlay and me. “The agreement is contained in the file named ‘Sergi ARRL Gift Agreement-final-May27-14.’ The second attachment is a listing of high-level ‘deal points’ concerning the agreement, and the benefits and protections included. “In recognition of this contribution, the agreement will re-name the ARRL Laboratory as the ‘DX Engineering Laboratory at ARRL Headquarters’ for a period of 25-30 years. Regardless of the re-naming, the agreement provides protections for the continuing independence of ARRL Laboratory, its operations, and related editorial matters. Please review the relevant clauses in the agreement. The ‘deal points’ indicate the specific paragraphs in the Agreement related to maintaining the independence of the Lab. “The A&F Committee believes that this agreement is as good a deal as can be negotiated and it is in the best interests of the ARRL. We also believe this agreement will not only provide significant funding to support the Lab for decades, but it also will also encourage further contributions to the Second Century campaign.” While naming opportunities have been envisioned for several years this is the first to proceed to the point of an actual agreement. The re-naming of the ARRL Lab is a policy issue that rightfully belongs before the full Board. Fulfilling the terms of the agreement require that it be completed prior to the Centennial National Convention, which is before the next in-person meeting of the Board. Article 6 of the Articles of Association gives the Executive Committee the discretion to submit proposed resolutions to the Board for mail or electronic vote. At this time the Executive Committee has not considered the matter; only the members of the Administration and Finance Committee have had that opportunity. Because the issue ultimately will be considered by the full Board, in the interests of timeliness and efficiency President Craigie and I feel that it is appropriate to place the information concerning the agreement before the full Board now rather than engaging in a two-step process. Therefore, all Board members are invited and requested to review the attachments carefully and to pose questions to the A&F Committee and management, on the understanding that it will be the prerogative of the Executive Committee to authorize the actual vote by the Board. An appropriate resolution at that time would be along these lines: RESOLVED, that in accordance with the recommendation of the Administration & Finance Committee and management, the ARRL Board of Directors approves renaming the ARRL Laboratory in the manner and for the time specified in the Gift Agreement between ARRL and Paul D. Sergi, NO8D. Finally, please note that this matter is CONFIDENTIAL until such time as both parties are able to make the announcements specified in the Gift Agreement. 73, David Sumner, K1ZZ, Chief Executive Officer and Secretary
The two people who reviewed it with relevant expertise are Chris Imlay (attorney) and Rick Niswander (CPA). In addition, DXE's attorney reviewed it, and that is why there is language concerning the possible loss of 501(c)(3) status. I cannot speak to your question, but perhaps Chris and/or Rick can. 73, Greg, K0GW On Fri, May 30, 2014 at 4:12 PM, Doug Rehman <doug@k4ac.com> wrote:
Question/Issue #2
Has this been vetted by a tax attorney?
While a “donation” to a 501(c)(3) by an individual that receives naming rights is pretty well settled as being charitable, here we have a donation that will result in a substantial amount of ongoing advertising for a business. Worse yet, advertising for a business in the same small niche as the ARRL serves.
Should the IRS rule this as something other than a charitable contribution, that certainly has financial implications for us as well.
Doug
K4AC
*From:* arrl-odv-bounces@reflector.arrl.org [mailto: arrl-odv-bounces@reflector.arrl.org] *On Behalf Of *Sumner, Dave, K1ZZ *Sent:* Friday, May 30, 2014 3:50 PM *To:* arrl-odv *Subject:* [arrl-odv:22762] CONFIDENTIAL Proposed Gift Agreeement for Re-naming of ARRL Lab
CONFIDENTIAL
ARRL Directors:
On behalf of the Administration & Finance Committee I am pleased to forward the attached Gift Agreement for your review and consideration. The Gift Agreement with Paul Sergi, NO8D, calls for a $1,000,000 donation to the ARRL in return for naming rights to the ARRL Laboratory. It has been reviewed by the attorneys for both parties.
The following explanation comes from A&F Committee Chairman Greg Widin, K0GW:
“The agreement in principle was approved by A&F, and is acceptable to HQ management as well as ARRL Laboratory personnel. Further development of the specific wording involved Mary Hobart, Rick Niswander, Chris Imlay and me.
“The agreement is contained in the file named ‘Sergi ARRL Gift Agreement-final-May27-14.’ The second attachment is a listing of high-level ‘deal points’ concerning the agreement, and the benefits and protections included.
“In recognition of this contribution, the agreement will re-name the ARRL Laboratory as the ‘DX Engineering Laboratory at ARRL Headquarters’ for a period of 25-30 years. Regardless of the re-naming, the agreement provides protections for the continuing independence of ARRL Laboratory, its operations, and related editorial matters. Please review the relevant clauses in the agreement. The ‘deal points’ indicate the specific paragraphs in the Agreement related to maintaining the independence of the Lab.
“The A&F Committee believes that this agreement is as good a deal as can be negotiated and it is in the best interests of the ARRL. We also believe this agreement will not only provide significant funding to support the Lab for decades, but it also will also encourage further contributions to the Second Century campaign.”
While naming opportunities have been envisioned for several years this is the first to proceed to the point of an actual agreement. The re-naming of the ARRL Lab is a policy issue that rightfully belongs before the full Board. Fulfilling the terms of the agreement require that it be completed prior to the Centennial National Convention, which is before the next in-person meeting of the Board.
Article 6 of the Articles of Association gives the Executive Committee the discretion to submit proposed resolutions to the Board for mail or electronic vote. At this time the Executive Committee has not considered the matter; only the members of the Administration and Finance Committee have had that opportunity. Because the issue ultimately will be considered by the full Board, in the interests of timeliness and efficiency President Craigie and I feel that it is appropriate to place the information concerning the agreement before the full Board now rather than engaging in a two-step process. Therefore, all Board members are invited and requested to review the attachments carefully and to pose questions to the A&F Committee and management, on the understanding that it will be the prerogative of the Executive Committee to authorize the actual vote by the Board. An appropriate resolution at that time would be along these lines:
RESOLVED, that in accordance with the recommendation of the Administration & Finance Committee and management, the ARRL Board of Directors approves renaming the ARRL Laboratory in the manner and for the time specified in the Gift Agreement between ARRL and Paul D. Sergi, NO8D.
Finally, please note that this matter is CONFIDENTIAL until such time as both parties are able to make the announcements specified in the Gift Agreement.
73,
David Sumner, K1ZZ, Chief Executive Officer and Secretary
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Doug: It is also settled that a naming for a business is also charitable. Here, in particular, there is explicit language that DXE or Sergi have no ability to influence the business. That helps keep it on the charitable side as well. Sent from my Verizon Wireless 4G LTE DROID G Widin <gpwidin@comcast.net> wrote: The two people who reviewed it with relevant expertise are Chris Imlay (attorney) and Rick Niswander (CPA). In addition, DXE's attorney reviewed it, and that is why there is language concerning the possible loss of 501(c)(3) status. I cannot speak to your question, but perhaps Chris and/or Rick can. 73, Greg, K0GW On Fri, May 30, 2014 at 4:12 PM, Doug Rehman <doug@k4ac.com<mailto:doug@k4ac.com>> wrote: Question/Issue #2 Has this been vetted by a tax attorney? While a “donation” to a 501(c)(3) by an individual that receives naming rights is pretty well settled as being charitable, here we have a donation that will result in a substantial amount of ongoing advertising for a business. Worse yet, advertising for a business in the same small niche as the ARRL serves. Should the IRS rule this as something other than a charitable contribution, that certainly has financial implications for us as well. Doug K4AC From: arrl-odv-bounces@reflector.arrl.org<mailto:arrl-odv-bounces@reflector.arrl.org> [mailto:arrl-odv-bounces@reflector.arrl.org<mailto:arrl-odv-bounces@reflector.arrl.org>] On Behalf Of Sumner, Dave, K1ZZ Sent: Friday, May 30, 2014 3:50 PM To: arrl-odv Subject: [arrl-odv:22762] CONFIDENTIAL Proposed Gift Agreeement for Re-naming of ARRL Lab CONFIDENTIAL ARRL Directors: On behalf of the Administration & Finance Committee I am pleased to forward the attached Gift Agreement for your review and consideration. The Gift Agreement with Paul Sergi, NO8D, calls for a $1,000,000 donation to the ARRL in return for naming rights to the ARRL Laboratory. It has been reviewed by the attorneys for both parties. The following explanation comes from A&F Committee Chairman Greg Widin, K0GW: “The agreement in principle was approved by A&F, and is acceptable to HQ management as well as ARRL Laboratory personnel. Further development of the specific wording involved Mary Hobart, Rick Niswander, Chris Imlay and me. “The agreement is contained in the file named ‘Sergi ARRL Gift Agreement-final-May27-14.’ The second attachment is a listing of high-level ‘deal points’ concerning the agreement, and the benefits and protections included. “In recognition of this contribution, the agreement will re-name the ARRL Laboratory as the ‘DX Engineering Laboratory at ARRL Headquarters’ for a period of 25-30 years. Regardless of the re-naming, the agreement provides protections for the continuing independence of ARRL Laboratory, its operations, and related editorial matters. Please review the relevant clauses in the agreement. The ‘deal points’ indicate the specific paragraphs in the Agreement related to maintaining the independence of the Lab. “The A&F Committee believes that this agreement is as good a deal as can be negotiated and it is in the best interests of the ARRL. We also believe this agreement will not only provide significant funding to support the Lab for decades, but it also will also encourage further contributions to the Second Century campaign.” While naming opportunities have been envisioned for several years this is the first to proceed to the point of an actual agreement. The re-naming of the ARRL Lab is a policy issue that rightfully belongs before the full Board. Fulfilling the terms of the agreement require that it be completed prior to the Centennial National Convention, which is before the next in-person meeting of the Board. Article 6 of the Articles of Association gives the Executive Committee the discretion to submit proposed resolutions to the Board for mail or electronic vote. At this time the Executive Committee has not considered the matter; only the members of the Administration and Finance Committee have had that opportunity. Because the issue ultimately will be considered by the full Board, in the interests of timeliness and efficiency President Craigie and I feel that it is appropriate to place the information concerning the agreement before the full Board now rather than engaging in a two-step process. Therefore, all Board members are invited and requested to review the attachments carefully and to pose questions to the A&F Committee and management, on the understanding that it will be the prerogative of the Executive Committee to authorize the actual vote by the Board. An appropriate resolution at that time would be along these lines: RESOLVED, that in accordance with the recommendation of the Administration & Finance Committee and management, the ARRL Board of Directors approves renaming the ARRL Laboratory in the manner and for the time specified in the Gift Agreement between ARRL and Paul D. Sergi, NO8D. Finally, please note that this matter is CONFIDENTIAL until such time as both parties are able to make the announcements specified in the Gift Agreement. 73, David Sumner, K1ZZ, Chief Executive Officer and Secretary _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org<mailto:arrl-odv@reflector.arrl.org> http://reflector.arrl.org/mailman/listinfo/arrl-odv
For my part, I took a draft agreement that was presented to me with the deal points in it and put it into a form of gift agreement that I used previously in representing the Texas A&M University System in a similar transaction. I did not negotiate the deal points but I was careful to reserve to ARRL the right to veto any other name except the Sergi name if Sergi divests himself of his business. Beyond this I am out of position to comment on this substantively until Monday. 73, Chris W3KD Sent from my iPhone
On May 30, 2014, at 5:37 PM, "Niswander, Rick" <NISWANDERF@ecu.edu> wrote:
Doug:
It is also settled that a naming for a business is also charitable. Here, in particular, there is explicit language that DXE or Sergi have no ability to influence the business. That helps keep it on the charitable side as well.
Sent from my Verizon Wireless 4G LTE DROID
G Widin <gpwidin@comcast.net> wrote:
The two people who reviewed it with relevant expertise are Chris Imlay (attorney) and Rick Niswander (CPA). In addition, DXE's attorney reviewed it, and that is why there is language concerning the possible loss of 501(c)(3) status. I cannot speak to your question, but perhaps Chris and/or Rick can. 73, Greg, K0GW
On Fri, May 30, 2014 at 4:12 PM, Doug Rehman <doug@k4ac.com> wrote: Question/Issue #2
Has this been vetted by a tax attorney?
While a “donation” to a 501(c)(3) by an individual that receives naming rights is pretty well settled as being charitable, here we have a donation that will result in a substantial amount of ongoing advertising for a business. Worse yet, advertising for a business in the same small niche as the ARRL serves.
Should the IRS rule this as something other than a charitable contribution, that certainly has financial implications for us as well.
Doug
K4AC
From: arrl-odv-bounces@reflector.arrl.org [mailto:arrl-odv-bounces@reflector.arrl.org] On Behalf Of Sumner, Dave, K1ZZ Sent: Friday, May 30, 2014 3:50 PM To: arrl-odv Subject: [arrl-odv:22762] CONFIDENTIAL Proposed Gift Agreeement for Re-naming of ARRL Lab
CONFIDENTIAL
ARRL Directors:
On behalf of the Administration & Finance Committee I am pleased to forward the attached Gift Agreement for your review and consideration. The Gift Agreement with Paul Sergi, NO8D, calls for a $1,000,000 donation to the ARRL in return for naming rights to the ARRL Laboratory. It has been reviewed by the attorneys for both parties.
The following explanation comes from A&F Committee Chairman Greg Widin, K0GW:
“The agreement in principle was approved by A&F, and is acceptable to HQ management as well as ARRL Laboratory personnel. Further development of the specific wording involved Mary Hobart, Rick Niswander, Chris Imlay and me.
“The agreement is contained in the file named ‘Sergi ARRL Gift Agreement-final-May27-14.’ The second attachment is a listing of high-level ‘deal points’ concerning the agreement, and the benefits and protections included.
“In recognition of this contribution, the agreement will re-name the ARRL Laboratory as the ‘DX Engineering Laboratory at ARRL Headquarters’ for a period of 25-30 years. Regardless of the re-naming, the agreement provides protections for the continuing independence of ARRL Laboratory, its operations, and related editorial matters. Please review the relevant clauses in the agreement. The ‘deal points’ indicate the specific paragraphs in the Agreement related to maintaining the independence of the Lab.
“The A&F Committee believes that this agreement is as good a deal as can be negotiated and it is in the best interests of the ARRL. We also believe this agreement will not only provide significant funding to support the Lab for decades, but it also will also encourage further contributions to the Second Century campaign.”
While naming opportunities have been envisioned for several years this is the first to proceed to the point of an actual agreement. The re-naming of the ARRL Lab is a policy issue that rightfully belongs before the full Board. Fulfilling the terms of the agreement require that it be completed prior to the Centennial National Convention, which is before the next in-person meeting of the Board.
Article 6 of the Articles of Association gives the Executive Committee the discretion to submit proposed resolutions to the Board for mail or electronic vote. At this time the Executive Committee has not considered the matter; only the members of the Administration and Finance Committee have had that opportunity. Because the issue ultimately will be considered by the full Board, in the interests of timeliness and efficiency President Craigie and I feel that it is appropriate to place the information concerning the agreement before the full Board now rather than engaging in a two-step process. Therefore, all Board members are invited and requested to review the attachments carefully and to pose questions to the A&F Committee and management, on the understanding that it will be the prerogative of the Executive Committee to authorize the actual vote by the Board. An appropriate resolution at that time would be along these lines:
RESOLVED, that in accordance with the recommendation of the Administration & Finance Committee and management, the ARRL Board of Directors approves renaming the ARRL Laboratory in the manner and for the time specified in the Gift Agreement between ARRL and Paul D. Sergi, NO8D.
Finally, please note that this matter is CONFIDENTIAL until such time as both parties are able to make the announcements specified in the Gift Agreement.
73,
David Sumner, K1ZZ, Chief Executive Officer and Secretary
_______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org http://reflector.arrl.org/mailman/listinfo/arrl-odv
_______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org http://reflector.arrl.org/mailman/listinfo/arrl-odv
Who negotiated the deal points? Doug K4AC From: arrl-odv-bounces@reflector.arrl.org [mailto:arrl-odv-bounces@reflector.arrl.org] On Behalf Of Chris Imlay Sent: Friday, May 30, 2014 5:55 PM To: Niswander, Rick Cc: G Widin; arrl-odv Subject: [arrl-odv:22772] Re: CONFIDENTIAL Proposed Gift Agreeement for Re-naming of ARRL Lab For my part, I took a draft agreement that was presented to me with the deal points in it and put it into a form of gift agreement that I used previously in representing the Texas A&M University System in a similar transaction. I did not negotiate the deal points but I was careful to reserve to ARRL the right to veto any other name except the Sergi name if Sergi divests himself of his business. Beyond this I am out of position to comment on this substantively until Monday. 73, Chris W3KD Sent from my iPhone On May 30, 2014, at 5:37 PM, "Niswander, Rick" <NISWANDERF@ecu.edu> wrote: Doug: It is also settled that a naming for a business is also charitable. Here, in particular, there is explicit language that DXE or Sergi have no ability to influence the business. That helps keep it on the charitable side as well. Sent from my Verizon Wireless 4G LTE DROID G Widin <gpwidin@comcast.net> wrote: The two people who reviewed it with relevant expertise are Chris Imlay (attorney) and Rick Niswander (CPA). In addition, DXE's attorney reviewed it, and that is why there is language concerning the possible loss of 501(c)(3) status. I cannot speak to your question, but perhaps Chris and/or Rick can. 73, Greg, K0GW On Fri, May 30, 2014 at 4:12 PM, Doug Rehman <doug@k4ac.com> wrote: Question/Issue #2 Has this been vetted by a tax attorney? While a “donation” to a 501(c)(3) by an individual that receives naming rights is pretty well settled as being charitable, here we have a donation that will result in a substantial amount of ongoing advertising for a business. Worse yet, advertising for a business in the same small niche as the ARRL serves. Should the IRS rule this as something other than a charitable contribution, that certainly has financial implications for us as well. Doug K4AC From: arrl-odv-bounces@reflector.arrl.org [mailto:arrl-odv-bounces@reflector.arrl.org] On Behalf Of Sumner, Dave, K1ZZ Sent: Friday, May 30, 2014 3:50 PM To: arrl-odv Subject: [arrl-odv:22762] CONFIDENTIAL Proposed Gift Agreeement for Re-naming of ARRL Lab CONFIDENTIAL ARRL Directors: On behalf of the Administration & Finance Committee I am pleased to forward the attached Gift Agreement for your review and consideration. The Gift Agreement with Paul Sergi, NO8D, calls for a $1,000,000 donation to the ARRL in return for naming rights to the ARRL Laboratory. It has been reviewed by the attorneys for both parties. The following explanation comes from A&F Committee Chairman Greg Widin, K0GW: “The agreement in principle was approved by A&F, and is acceptable to HQ management as well as ARRL Laboratory personnel. Further development of the specific wording involved Mary Hobart, Rick Niswander, Chris Imlay and me. “The agreement is contained in the file named ‘Sergi ARRL Gift Agreement-final-May27-14.’ The second attachment is a listing of high-level ‘deal points’ concerning the agreement, and the benefits and protections included. “In recognition of this contribution, the agreement will re-name the ARRL Laboratory as the ‘DX Engineering Laboratory at ARRL Headquarters’ for a period of 25-30 years. Regardless of the re-naming, the agreement provides protections for the continuing independence of ARRL Laboratory, its operations, and related editorial matters. Please review the relevant clauses in the agreement. The ‘deal points’ indicate the specific paragraphs in the Agreement related to maintaining the independence of the Lab. “The A&F Committee believes that this agreement is as good a deal as can be negotiated and it is in the best interests of the ARRL. We also believe this agreement will not only provide significant funding to support the Lab for decades, but it also will also encourage further contributions to the Second Century campaign.” While naming opportunities have been envisioned for several years this is the first to proceed to the point of an actual agreement. The re-naming of the ARRL Lab is a policy issue that rightfully belongs before the full Board. Fulfilling the terms of the agreement require that it be completed prior to the Centennial National Convention, which is before the next in-person meeting of the Board. Article 6 of the Articles of Association gives the Executive Committee the discretion to submit proposed resolutions to the Board for mail or electronic vote. At this time the Executive Committee has not considered the matter; only the members of the Administration and Finance Committee have had that opportunity. Because the issue ultimately will be considered by the full Board, in the interests of timeliness and efficiency President Craigie and I feel that it is appropriate to place the information concerning the agreement before the full Board now rather than engaging in a two-step process. Therefore, all Board members are invited and requested to review the attachments carefully and to pose questions to the A&F Committee and management, on the understanding that it will be the prerogative of the Executive Committee to authorize the actual vote by the Board. An appropriate resolution at that time would be along these lines: RESOLVED, that in accordance with the recommendation of the Administration & Finance Committee and management, the ARRL Board of Directors approves renaming the ARRL Laboratory in the manner and for the time specified in the Gift Agreement between ARRL and Paul D. Sergi, NO8D. Finally, please note that this matter is CONFIDENTIAL until such time as both parties are able to make the announcements specified in the Gift Agreement. 73, David Sumner, K1ZZ, Chief Executive Officer and Secretary _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org http://reflector.arrl.org/mailman/listinfo/arrl-odv _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org http://reflector.arrl.org/mailman/listinfo/arrl-odv
As i understand it, initial discussions occurred off and on over a period of a year or more between Sergi and Mary. Once Tim Duffy, K3LR, became involved on Sergi's side around four or five or six months ago the discussions became more focused. At that point Chris and I became more involved both in structuring a document and fleshing out terms and conditions. Rick, K7GM Sent from my Verizon Wireless 4G LTE DROID Doug Rehman <doug@k4ac.com> wrote: Who negotiated the deal points? Doug K4AC From: arrl-odv-bounces@reflector.arrl.org [mailto:arrl-odv-bounces@reflector.arrl.org] On Behalf Of Chris Imlay Sent: Friday, May 30, 2014 5:55 PM To: Niswander, Rick Cc: G Widin; arrl-odv Subject: [arrl-odv:22772] Re: CONFIDENTIAL Proposed Gift Agreeement for Re-naming of ARRL Lab For my part, I took a draft agreement that was presented to me with the deal points in it and put it into a form of gift agreement that I used previously in representing the Texas A&M University System in a similar transaction. I did not negotiate the deal points but I was careful to reserve to ARRL the right to veto any other name except the Sergi name if Sergi divests himself of his business. Beyond this I am out of position to comment on this substantively until Monday. 73, Chris W3KD Sent from my iPhone On May 30, 2014, at 5:37 PM, "Niswander, Rick" <NISWANDERF@ecu.edu<mailto:NISWANDERF@ecu.edu>> wrote: Doug: It is also settled that a naming for a business is also charitable. Here, in particular, there is explicit language that DXE or Sergi have no ability to influence the business. That helps keep it on the charitable side as well. Sent from my Verizon Wireless 4G LTE DROID G Widin <gpwidin@comcast.net<mailto:gpwidin@comcast.net>> wrote: The two people who reviewed it with relevant expertise are Chris Imlay (attorney) and Rick Niswander (CPA). In addition, DXE's attorney reviewed it, and that is why there is language concerning the possible loss of 501(c)(3) status. I cannot speak to your question, but perhaps Chris and/or Rick can. 73, Greg, K0GW On Fri, May 30, 2014 at 4:12 PM, Doug Rehman <doug@k4ac.com<mailto:doug@k4ac.com>> wrote: Question/Issue #2 Has this been vetted by a tax attorney? While a “donation” to a 501(c)(3) by an individual that receives naming rights is pretty well settled as being charitable, here we have a donation that will result in a substantial amount of ongoing advertising for a business. Worse yet, advertising for a business in the same small niche as the ARRL serves. Should the IRS rule this as something other than a charitable contribution, that certainly has financial implications for us as well. Doug K4AC From: arrl-odv-bounces@reflector.arrl.org<mailto:arrl-odv-bounces@reflector.arrl.org> [mailto:arrl-odv-bounces@reflector.arrl.org<mailto:arrl-odv-bounces@reflector.arrl.org>] On Behalf Of Sumner, Dave, K1ZZ Sent: Friday, May 30, 2014 3:50 PM To: arrl-odv Subject: [arrl-odv:22762] CONFIDENTIAL Proposed Gift Agreeement for Re-naming of ARRL Lab CONFIDENTIAL ARRL Directors: On behalf of the Administration & Finance Committee I am pleased to forward the attached Gift Agreement for your review and consideration. The Gift Agreement with Paul Sergi, NO8D, calls for a $1,000,000 donation to the ARRL in return for naming rights to the ARRL Laboratory. It has been reviewed by the attorneys for both parties. The following explanation comes from A&F Committee Chairman Greg Widin, K0GW: “The agreement in principle was approved by A&F, and is acceptable to HQ management as well as ARRL Laboratory personnel. Further development of the specific wording involved Mary Hobart, Rick Niswander, Chris Imlay and me. “The agreement is contained in the file named ‘Sergi ARRL Gift Agreement-final-May27-14.’ The second attachment is a listing of high-level ‘deal points’ concerning the agreement, and the benefits and protections included. “In recognition of this contribution, the agreement will re-name the ARRL Laboratory as the ‘DX Engineering Laboratory at ARRL Headquarters’ for a period of 25-30 years. Regardless of the re-naming, the agreement provides protections for the continuing independence of ARRL Laboratory, its operations, and related editorial matters. Please review the relevant clauses in the agreement. The ‘deal points’ indicate the specific paragraphs in the Agreement related to maintaining the independence of the Lab. “The A&F Committee believes that this agreement is as good a deal as can be negotiated and it is in the best interests of the ARRL. We also believe this agreement will not only provide significant funding to support the Lab for decades, but it also will also encourage further contributions to the Second Century campaign.” While naming opportunities have been envisioned for several years this is the first to proceed to the point of an actual agreement. The re-naming of the ARRL Lab is a policy issue that rightfully belongs before the full Board. Fulfilling the terms of the agreement require that it be completed prior to the Centennial National Convention, which is before the next in-person meeting of the Board. Article 6 of the Articles of Association gives the Executive Committee the discretion to submit proposed resolutions to the Board for mail or electronic vote. At this time the Executive Committee has not considered the matter; only the members of the Administration and Finance Committee have had that opportunity. Because the issue ultimately will be considered by the full Board, in the interests of timeliness and efficiency President Craigie and I feel that it is appropriate to place the information concerning the agreement before the full Board now rather than engaging in a two-step process. Therefore, all Board members are invited and requested to review the attachments carefully and to pose questions to the A&F Committee and management, on the understanding that it will be the prerogative of the Executive Committee to authorize the actual vote by the Board. An appropriate resolution at that time would be along these lines: RESOLVED, that in accordance with the recommendation of the Administration & Finance Committee and management, the ARRL Board of Directors approves renaming the ARRL Laboratory in the manner and for the time specified in the Gift Agreement between ARRL and Paul D. Sergi, NO8D. Finally, please note that this matter is CONFIDENTIAL until such time as both parties are able to make the announcements specified in the Gift Agreement. 73, David Sumner, K1ZZ, Chief Executive Officer and Secretary _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org<mailto:arrl-odv@reflector.arrl.org> http://reflector.arrl.org/mailman/listinfo/arrl-odv _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org<mailto:arrl-odv@reflector.arrl.org> http://reflector.arrl.org/mailman/listinfo/arrl-odv
In researching the issues, I ran across some very sage advice: "Including a morality clause protects the nonprofit in the event the donor’s reputation is seriously damaged. Nonprofits often avoid including a morality or “bad boy” clause for fear of offending donors; however, this is arguably the most important provision in a naming rights agreement. Most nonprofits depend on public goodwill to attract donors. Close association with someone whose name has been badly tarnished can taint the nonprofit’s reputation and harm its ability to attract support. When negotiating a morality clause, it’s important to clarify whether the provision is triggered based on criminal indictment, criminal conviction, or the more extensive “acts of moral turpitude.” For example, in one well publicized case, Alfred Taubman donated money to Brown University to name the Alfred Taubman Center for Public Policy. Alfred Taubman was later convicted of price fixing. In another case, the recreation center at Seton Hall was named for Tyco’s former chairman, Dennis Koslowski, who was later convicted of tax evasion." From: http://charitylawyerblog.com/2013/10/23/negotiating-documenting-nonprofit-na... While the chances are remote of Mr. Sergi or DX Engineering becoming embroiled in something that would taint the League, they do exist nonetheless. Not to imply that Mr. Sergi has done or will ever do anything wrong, but I arrested a lot of otherwise upstanding individuals. Failing to include such a clause, even if the likelihood of it ever being necessary is extremely remote, renders the proposed agreement unacceptable to me. If such a clause exists in the document and I missed it, I apologize in advance. The more times I read the proposed agreement, the more one sided in Mr. Sergi's favor it becomes. Even the "No Assignment" paragraph does actually allow assignment: "However, neither party may assign their rights, or any portion of it, or any obligations or duties hereunder, without the express written consent of the other party, which consent shall not be unreasonably withheld or delayed." Unless there is something that we are not being told by our CFO, the ARRL is not in dire financial straits and a donation with countless strings attached, thereby allowing it to morph into something different than we are seeing initially, is not needed to keep us solvent. Doug K4AC
I will be glad to request that an appropriate clause be added. As someone who works for a non profit which takes in millions of charitable gifts each year, a considerable proportion of which has naming attached, I have at least a bit of professional knowledge and experience related to agreements and risks. We have never included a moral turpitude clause in any of our documents. Ever. And our namings are in perpetuity, not time limited. The primary reason is that if ever a problem arises, we will not hesitate to remove the name. For us, in practice, this is an issue that is not really an issue. But as I said, I will be happy to make the request. I do not believe the agreement is one sided in Mr. Sergi's favor. He is providing a substantial amount of money which will help fund Lab expenses for decades and has explicitly agreed in multiple sections of the document to not interfere with lab operations, editorial content, and other related matters. Yes indeed, we would agree to name the lab for DXE. This is not a matter of being insolvent and needing these funds to keep afloat. This has not been portrayed in that manner at all. This is, in my view, a way to build the endowment we already have to help support a part of the ARRL which will also free up funds which would be used on the lab for other purposes. K7GM Sent from my Verizon Wireless 4G LTE DROID Doug Rehman <doug@k4ac.com> wrote: In researching the issues, I ran across some very sage advice: "Including a morality clause protects the nonprofit in the event the donor’s reputation is seriously damaged. Nonprofits often avoid including a morality or “bad boy” clause for fear of offending donors; however, this is arguably the most important provision in a naming rights agreement. Most nonprofits depend on public goodwill to attract donors. Close association with someone whose name has been badly tarnished can taint the nonprofit’s reputation and harm its ability to attract support. When negotiating a morality clause, it’s important to clarify whether the provision is triggered based on criminal indictment, criminal conviction, or the more extensive “acts of moral turpitude.” For example, in one well publicized case, Alfred Taubman donated money to Brown University to name the Alfred Taubman Center for Public Policy. Alfred Taubman was later convicted of price fixing. In another case, the recreation center at Seton Hall was named for Tyco’s former chairman, Dennis Koslowski, who was later convicted of tax evasion." From: http://charitylawyerblog.com/2013/10/23/negotiating-documenting-nonprofit-na... While the chances are remote of Mr. Sergi or DX Engineering becoming embroiled in something that would taint the League, they do exist nonetheless. Not to imply that Mr. Sergi has done or will ever do anything wrong, but I arrested a lot of otherwise upstanding individuals. Failing to include such a clause, even if the likelihood of it ever being necessary is extremely remote, renders the proposed agreement unacceptable to me. If such a clause exists in the document and I missed it, I apologize in advance. The more times I read the proposed agreement, the more one sided in Mr. Sergi's favor it becomes. Even the "No Assignment" paragraph does actually allow assignment: "However, neither party may assign their rights, or any portion of it, or any obligations or duties hereunder, without the express written consent of the other party, which consent shall not be unreasonably withheld or delayed." Unless there is something that we are not being told by our CFO, the ARRL is not in dire financial straits and a donation with countless strings attached, thereby allowing it to morph into something different than we are seeing initially, is not needed to keep us solvent. Doug K4AC _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org http://reflector.arrl.org/mailman/listinfo/arrl-odv
Rick: I appreciate your offer, but at least for me it would take substantial changes to the document to make it acceptable. It is one thing to sell the naming rights to a building or “facility”. The proposed document sells the naming rights to the entire ARRL laboratory operation and, worse yet, requires us to put up DXE banners at events for the next 25-30 years whether they have any lab connection or not. I might consider having the physical space itself named the DXE Lab, but I will vote NO on any proposal that would go beyond a plaque being put on/in the space and recognition with our other donors. Doug K4AC From: Niswander, Rick [mailto:NISWANDERF@ecu.edu] Sent: Friday, May 30, 2014 8:30 PM To: k4ac Cc: 'arrl-odv' Subject: Re: [arrl-odv:22778] Re: CONFIDENTIAL Proposed Gift Agreeement for Re-naming of ARRL Lab I will be glad to request that an appropriate clause be added. As someone who works for a non profit which takes in millions of charitable gifts each year, a considerable proportion of which has naming attached, I have at least a bit of professional knowledge and experience related to agreements and risks. We have never included a moral turpitude clause in any of our documents. Ever. And our namings are in perpetuity, not time limited. The primary reason is that if ever a problem arises, we will not hesitate to remove the name. For us, in practice, this is an issue that is not really an issue. But as I said, I will be happy to make the request. I do not believe the agreement is one sided in Mr. Sergi's favor. He is providing a substantial amount of money which will help fund Lab expenses for decades and has explicitly agreed in multiple sections of the document to not interfere with lab operations, editorial content, and other related matters. Yes indeed, we would agree to name the lab for DXE. This is not a matter of being insolvent and needing these funds to keep afloat. This has not been portrayed in that manner at all. This is, in my view, a way to build the endowment we already have to help support a part of the ARRL which will also free up funds which would be used on the lab for other purposes. K7GM Sent from my Verizon Wireless 4G LTE DROID Doug Rehman <doug@k4ac.com> wrote: In researching the issues, I ran across some very sage advice: "Including a morality clause protects the nonprofit in the event the donor’s reputation is seriously damaged. Nonprofits often avoid including a morality or “bad boy” clause for fear of offending donors; however, this is arguably the most important provision in a naming rights agreement. Most nonprofits depend on public goodwill to attract donors. Close association with someone whose name has been badly tarnished can taint the nonprofit’s reputation and harm its ability to attract support. When negotiating a morality clause, it’s important to clarify whether the provision is triggered based on criminal indictment, criminal conviction, or the more extensive “acts of moral turpitude.” For example, in one well publicized case, Alfred Taubman donated money to Brown University to name the Alfred Taubman Center for Public Policy. Alfred Taubman was later convicted of price fixing. In another case, the recreation center at Seton Hall was named for Tyco’s former chairman, Dennis Koslowski, who was later convicted of tax evasion." From: http://charitylawyerblog.com/2013/10/23/negotiating-documenting-nonprofit-na... While the chances are remote of Mr. Sergi or DX Engineering becoming embroiled in something that would taint the League, they do exist nonetheless. Not to imply that Mr. Sergi has done or will ever do anything wrong, but I arrested a lot of otherwise upstanding individuals. Failing to include such a clause, even if the likelihood of it ever being necessary is extremely remote, renders the proposed agreement unacceptable to me. If such a clause exists in the document and I missed it, I apologize in advance. The more times I read the proposed agreement, the more one sided in Mr. Sergi's favor it becomes. Even the "No Assignment" paragraph does actually allow assignment: "However, neither party may assign their rights, or any portion of it, or any obligations or duties hereunder, without the express written consent of the other party, which consent shall not be unreasonably withheld or delayed." Unless there is something that we are not being told by our CFO, the ARRL is not in dire financial straits and a donation with countless strings attached, thereby allowing it to morph into something different than we are seeing initially, is not needed to keep us solvent. Doug K4AC _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org http://reflector.arrl.org/mailman/listinfo/arrl-odv
My concern about IRS implications stems from the ongoing requirements found in Paragraph 12 such as “Banners to be used at conventions” and “An ongoing part of ARRL public displays at major amateur radio events.” It would be one thing where the lab personnel were actually at an event (such as their booth at Dayton), but this calls for flying the DX Engineering flag at all major amateur radio events. And what specifically does “Banners to be used at conventions” mean anyway? It could be argued that any ARRL state and section convention would have to have a DX Engineering banner. This appears to amount to much more than passively naming a facility or a building. Doug K4AC From: Niswander, Rick [mailto:NISWANDERF@ecu.edu] Sent: Friday, May 30, 2014 5:38 PM To: G Widin Cc: k4ac; arrl-odv Subject: Re: [arrl-odv:22768] Re: CONFIDENTIAL Proposed Gift Agreeement for Re-naming of ARRL Lab Doug: It is also settled that a naming for a business is also charitable. Here, in particular, there is explicit language that DXE or Sergi have no ability to influence the business. That helps keep it on the charitable side as well. Sent from my Verizon Wireless 4G LTE DROID G Widin <gpwidin@comcast.net> wrote: The two people who reviewed it with relevant expertise are Chris Imlay (attorney) and Rick Niswander (CPA). In addition, DXE's attorney reviewed it, and that is why there is language concerning the possible loss of 501(c)(3) status. I cannot speak to your question, but perhaps Chris and/or Rick can. 73, Greg, K0GW On Fri, May 30, 2014 at 4:12 PM, Doug Rehman <doug@k4ac.com> wrote: Question/Issue #2 Has this been vetted by a tax attorney? While a “donation” to a 501(c)(3) by an individual that receives naming rights is pretty well settled as being charitable, here we have a donation that will result in a substantial amount of ongoing advertising for a business. Worse yet, advertising for a business in the same small niche as the ARRL serves. Should the IRS rule this as something other than a charitable contribution, that certainly has financial implications for us as well. Doug K4AC From: arrl-odv-bounces@reflector.arrl.org [mailto:arrl-odv-bounces@reflector.arrl.org] On Behalf Of Sumner, Dave, K1ZZ Sent: Friday, May 30, 2014 3:50 PM To: arrl-odv Subject: [arrl-odv:22762] CONFIDENTIAL Proposed Gift Agreeement for Re-naming of ARRL Lab CONFIDENTIAL ARRL Directors: On behalf of the Administration & Finance Committee I am pleased to forward the attached Gift Agreement for your review and consideration. The Gift Agreement with Paul Sergi, NO8D, calls for a $1,000,000 donation to the ARRL in return for naming rights to the ARRL Laboratory. It has been reviewed by the attorneys for both parties. The following explanation comes from A&F Committee Chairman Greg Widin, K0GW: “The agreement in principle was approved by A&F, and is acceptable to HQ management as well as ARRL Laboratory personnel. Further development of the specific wording involved Mary Hobart, Rick Niswander, Chris Imlay and me. “The agreement is contained in the file named ‘Sergi ARRL Gift Agreement-final-May27-14.’ The second attachment is a listing of high-level ‘deal points’ concerning the agreement, and the benefits and protections included. “In recognition of this contribution, the agreement will re-name the ARRL Laboratory as the ‘DX Engineering Laboratory at ARRL Headquarters’ for a period of 25-30 years. Regardless of the re-naming, the agreement provides protections for the continuing independence of ARRL Laboratory, its operations, and related editorial matters. Please review the relevant clauses in the agreement. The ‘deal points’ indicate the specific paragraphs in the Agreement related to maintaining the independence of the Lab. “The A&F Committee believes that this agreement is as good a deal as can be negotiated and it is in the best interests of the ARRL. We also believe this agreement will not only provide significant funding to support the Lab for decades, but it also will also encourage further contributions to the Second Century campaign.” While naming opportunities have been envisioned for several years this is the first to proceed to the point of an actual agreement. The re-naming of the ARRL Lab is a policy issue that rightfully belongs before the full Board. Fulfilling the terms of the agreement require that it be completed prior to the Centennial National Convention, which is before the next in-person meeting of the Board. Article 6 of the Articles of Association gives the Executive Committee the discretion to submit proposed resolutions to the Board for mail or electronic vote. At this time the Executive Committee has not considered the matter; only the members of the Administration and Finance Committee have had that opportunity. Because the issue ultimately will be considered by the full Board, in the interests of timeliness and efficiency President Craigie and I feel that it is appropriate to place the information concerning the agreement before the full Board now rather than engaging in a two-step process. Therefore, all Board members are invited and requested to review the attachments carefully and to pose questions to the A&F Committee and management, on the understanding that it will be the prerogative of the Executive Committee to authorize the actual vote by the Board. An appropriate resolution at that time would be along these lines: RESOLVED, that in accordance with the recommendation of the Administration & Finance Committee and management, the ARRL Board of Directors approves renaming the ARRL Laboratory in the manner and for the time specified in the Gift Agreement between ARRL and Paul D. Sergi, NO8D. Finally, please note that this matter is CONFIDENTIAL until such time as both parties are able to make the announcements specified in the Gift Agreement. 73, David Sumner, K1ZZ, Chief Executive Officer and Secretary _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org http://reflector.arrl.org/mailman/listinfo/arrl-odv
Dave: Can you outline the progress of this proposed “gift” please? I’d like to know how contact was first made (he contacted us or we contacted him) and when, who has been involved in the “discussions”, what attorneys and tax experts have been involved in drafting the agreement, and any other relevant information. Thanks, Doug K4AC From: arrl-odv-bounces@reflector.arrl.org [mailto:arrl-odv-bounces@reflector.arrl.org] On Behalf Of Sumner, Dave, K1ZZ Sent: Friday, May 30, 2014 3:50 PM To: arrl-odv Subject: [arrl-odv:22762] CONFIDENTIAL Proposed Gift Agreeement for Re-naming of ARRL Lab CONFIDENTIAL ARRL Directors: On behalf of the Administration & Finance Committee I am pleased to forward the attached Gift Agreement for your review and consideration. The Gift Agreement with Paul Sergi, NO8D, calls for a $1,000,000 donation to the ARRL in return for naming rights to the ARRL Laboratory. It has been reviewed by the attorneys for both parties. The following explanation comes from A&F Committee Chairman Greg Widin, K0GW: “The agreement in principle was approved by A&F, and is acceptable to HQ management as well as ARRL Laboratory personnel. Further development of the specific wording involved Mary Hobart, Rick Niswander, Chris Imlay and me. “The agreement is contained in the file named ‘Sergi ARRL Gift Agreement-final-May27-14.’ The second attachment is a listing of high-level ‘deal points’ concerning the agreement, and the benefits and protections included. “In recognition of this contribution, the agreement will re-name the ARRL Laboratory as the ‘DX Engineering Laboratory at ARRL Headquarters’ for a period of 25-30 years. Regardless of the re-naming, the agreement provides protections for the continuing independence of ARRL Laboratory, its operations, and related editorial matters. Please review the relevant clauses in the agreement. The ‘deal points’ indicate the specific paragraphs in the Agreement related to maintaining the independence of the Lab. “The A&F Committee believes that this agreement is as good a deal as can be negotiated and it is in the best interests of the ARRL. We also believe this agreement will not only provide significant funding to support the Lab for decades, but it also will also encourage further contributions to the Second Century campaign.” While naming opportunities have been envisioned for several years this is the first to proceed to the point of an actual agreement. The re-naming of the ARRL Lab is a policy issue that rightfully belongs before the full Board. Fulfilling the terms of the agreement require that it be completed prior to the Centennial National Convention, which is before the next in-person meeting of the Board. Article 6 of the Articles of Association gives the Executive Committee the discretion to submit proposed resolutions to the Board for mail or electronic vote. At this time the Executive Committee has not considered the matter; only the members of the Administration and Finance Committee have had that opportunity. Because the issue ultimately will be considered by the full Board, in the interests of timeliness and efficiency President Craigie and I feel that it is appropriate to place the information concerning the agreement before the full Board now rather than engaging in a two-step process. Therefore, all Board members are invited and requested to review the attachments carefully and to pose questions to the A&F Committee and management, on the understanding that it will be the prerogative of the Executive Committee to authorize the actual vote by the Board. An appropriate resolution at that time would be along these lines: RESOLVED, that in accordance with the recommendation of the Administration & Finance Committee and management, the ARRL Board of Directors approves renaming the ARRL Laboratory in the manner and for the time specified in the Gift Agreement between ARRL and Paul D. Sergi, NO8D. Finally, please note that this matter is CONFIDENTIAL until such time as both parties are able to make the announcements specified in the Gift Agreement. 73, David Sumner, K1ZZ, Chief Executive Officer and Secretary
Doug, I must refer that question to others. I had a couple of exchanges late last year with a representative of Paul’s. Dave From: Rehman, Doug, K4AC Sent: Friday, May 30, 2014 5:21 PM To: Sumner, Dave, K1ZZ; arrl-odv Subject: RE: [arrl-odv:22762] CONFIDENTIAL Proposed Gift Agreeement for Re-naming of ARRL Lab Dave: Can you outline the progress of this proposed “gift” please? I’d like to know how contact was first made (he contacted us or we contacted him) and when, who has been involved in the “discussions”, what attorneys and tax experts have been involved in drafting the agreement, and any other relevant information. Thanks, Doug K4AC From: arrl-odv-bounces@reflector.arrl.org<mailto:arrl-odv-bounces@reflector.arrl.org> [mailto:arrl-odv-bounces@reflector.arrl.org] On Behalf Of Sumner, Dave, K1ZZ Sent: Friday, May 30, 2014 3:50 PM To: arrl-odv Subject: [arrl-odv:22762] CONFIDENTIAL Proposed Gift Agreeement for Re-naming of ARRL Lab CONFIDENTIAL ARRL Directors: On behalf of the Administration & Finance Committee I am pleased to forward the attached Gift Agreement for your review and consideration. The Gift Agreement with Paul Sergi, NO8D, calls for a $1,000,000 donation to the ARRL in return for naming rights to the ARRL Laboratory. It has been reviewed by the attorneys for both parties. The following explanation comes from A&F Committee Chairman Greg Widin, K0GW: “The agreement in principle was approved by A&F, and is acceptable to HQ management as well as ARRL Laboratory personnel. Further development of the specific wording involved Mary Hobart, Rick Niswander, Chris Imlay and me. “The agreement is contained in the file named ‘Sergi ARRL Gift Agreement-final-May27-14.’ The second attachment is a listing of high-level ‘deal points’ concerning the agreement, and the benefits and protections included. “In recognition of this contribution, the agreement will re-name the ARRL Laboratory as the ‘DX Engineering Laboratory at ARRL Headquarters’ for a period of 25-30 years. Regardless of the re-naming, the agreement provides protections for the continuing independence of ARRL Laboratory, its operations, and related editorial matters. Please review the relevant clauses in the agreement. The ‘deal points’ indicate the specific paragraphs in the Agreement related to maintaining the independence of the Lab. “The A&F Committee believes that this agreement is as good a deal as can be negotiated and it is in the best interests of the ARRL. We also believe this agreement will not only provide significant funding to support the Lab for decades, but it also will also encourage further contributions to the Second Century campaign.” While naming opportunities have been envisioned for several years this is the first to proceed to the point of an actual agreement. The re-naming of the ARRL Lab is a policy issue that rightfully belongs before the full Board. Fulfilling the terms of the agreement require that it be completed prior to the Centennial National Convention, which is before the next in-person meeting of the Board. Article 6 of the Articles of Association gives the Executive Committee the discretion to submit proposed resolutions to the Board for mail or electronic vote. At this time the Executive Committee has not considered the matter; only the members of the Administration and Finance Committee have had that opportunity. Because the issue ultimately will be considered by the full Board, in the interests of timeliness and efficiency President Craigie and I feel that it is appropriate to place the information concerning the agreement before the full Board now rather than engaging in a two-step process. Therefore, all Board members are invited and requested to review the attachments carefully and to pose questions to the A&F Committee and management, on the understanding that it will be the prerogative of the Executive Committee to authorize the actual vote by the Board. An appropriate resolution at that time would be along these lines: RESOLVED, that in accordance with the recommendation of the Administration & Finance Committee and management, the ARRL Board of Directors approves renaming the ARRL Laboratory in the manner and for the time specified in the Gift Agreement between ARRL and Paul D. Sergi, NO8D. Finally, please note that this matter is CONFIDENTIAL until such time as both parties are able to make the announcements specified in the Gift Agreement. 73, David Sumner, K1ZZ, Chief Executive Officer and Secretary
This email addresses a few items that have been raised related to accounting and gift issues. Estimated Annual Expenditures The initial expendable amount will be around $46K (after spending $100K in year 1). This is because the gift will be expended fully by the end of the 25 or 30 year period. Thus, it is not accounted for, nor is it expended, in the same manner as an endowment. It is expended on a schedule which exhausts the account at the end of the term, taking into account earnings and expenditures. In accounting terminology, the gift will be a temporarily restricted item, not a permanently restricted item. The attached Excel sheet is a proforma which estimates income and expenditure over the 25 or 30 year period. There are a few key assumptions made : -- Year 1 expenditure is $100K to fund some greater-than-normal investments in the lab and to pay initial costs associated with paragraph #12 items. -- Annual earnings are assumed to be 6% and inflation is assumed to be 3%. You can change these assumptions as noted below. -- Year 2 expenditure is a rounded amount that will make the final balance be approximately zero. -- Expenditures in year 3 and beyond are automatically increased by the assumed inflation rate to provide for an inflation-adjusted expenditure amount. This helps to ensure steady spending power over time. -- Earnings are calculated on the ending balance of the prior year and no earnings are assumed on the up-front $250K. Since payments are received at the beginning of the year, this approach, in effect, does not assume any earnings on the annual inflows in the year of receipt. This provides for a very conservative earnings estimate. If you want to play around with differing assumptions, you can (a) change either or both of the earnings rate and inflation rate in cells B4 and B5 and (b) change the initial expenditure in year 2 to a number which causes the final balance (cells F33 or J38) to be approximately zero. Since we will not know, with certainty, whether the term will be 25 or 30 years, we would initially expend $46K, increased by inflation over time. If the principal were to be paid early we would then switch to the 30 year schedule and adjust the payout accordingly. Timing of receipt of payments In the fundraising world, it is very common for gifts to be paid over time, particularly as the gift amount increases. One reason (but not the only one) is that there are annual limits on deductibility of charitable contributions based on income (I realize there are carryforward provisions, but those have limits too). Limits exist for both individual or corporate donors. The payment schedule in the document was arrived at through negotiation. If a condition of the gift is that the entire $1m be provided up-front, the gift will not occur. Paragraph 12 expenditures Any expenditures for items in paragraph 12 will be paid by the gift or earnings thereon, not from general funds. Further, the real cost of these items, in their entirety, is a very small fraction of the gift. The cumulative effect of the conservative earnings estimate in the attached proforma is more than enough to cover any paragraph 12 expenditures. Rick, K7GM Dr. Frederick (Rick) Niswander, Ph.D., CPA, CGMA Vice Chancellor for Administration and Finance Spilman 106 East Carolina University Greenville, NC 27858 252-328-6975 252-328-4835 (FAX) From: arrl-odv-bounces@reflector.arrl.org<mailto:arrl-odv-bounces@reflector.arrl.org> [mailto:arrl-odv-bounces@reflector.arrl.org] On Behalf Of Sumner, Dave, K1ZZ Sent: Friday, May 30, 2014 3:50 PM To: arrl-odv Subject: [arrl-odv:22762] CONFIDENTIAL Proposed Gift Agreeement for Re-naming of ARRL Lab CONFIDENTIAL ARRL Directors: On behalf of the Administration & Finance Committee I am pleased to forward the attached Gift Agreement for your review and consideration. The Gift Agreement with Paul Sergi, NO8D, calls for a $1,000,000 donation to the ARRL in return for naming rights to the ARRL Laboratory. It has been reviewed by the attorneys for both parties. The following explanation comes from A&F Committee Chairman Greg Widin, K0GW: “The agreement in principle was approved by A&F, and is acceptable to HQ management as well as ARRL Laboratory personnel. Further development of the specific wording involved Mary Hobart, Rick Niswander, Chris Imlay and me. “The agreement is contained in the file named ‘Sergi ARRL Gift Agreement-final-May27-14.’ The second attachment is a listing of high-level ‘deal points’ concerning the agreement, and the benefits and protections included. “In recognition of this contribution, the agreement will re-name the ARRL Laboratory as the ‘DX Engineering Laboratory at ARRL Headquarters’ for a period of 25-30 years. Regardless of the re-naming, the agreement provides protections for the continuing independence of ARRL Laboratory, its operations, and related editorial matters. Please review the relevant clauses in the agreement. The ‘deal points’ indicate the specific paragraphs in the Agreement related to maintaining the independence of the Lab. “The A&F Committee believes that this agreement is as good a deal as can be negotiated and it is in the best interests of the ARRL. We also believe this agreement will not only provide significant funding to support the Lab for decades, but it also will also encourage further contributions to the Second Century campaign.” While naming opportunities have been envisioned for several years this is the first to proceed to the point of an actual agreement. The re-naming of the ARRL Lab is a policy issue that rightfully belongs before the full Board. Fulfilling the terms of the agreement require that it be completed prior to the Centennial National Convention, which is before the next in-person meeting of the Board. Article 6 of the Articles of Association gives the Executive Committee the discretion to submit proposed resolutions to the Board for mail or electronic vote. At this time the Executive Committee has not considered the matter; only the members of the Administration and Finance Committee have had that opportunity. Because the issue ultimately will be considered by the full Board, in the interests of timeliness and efficiency President Craigie and I feel that it is appropriate to place the information concerning the agreement before the full Board now rather than engaging in a two-step process. Therefore, all Board members are invited and requested to review the attachments carefully and to pose questions to the A&F Committee and management, on the understanding that it will be the prerogative of the Executive Committee to authorize the actual vote by the Board. An appropriate resolution at that time would be along these lines: RESOLVED, that in accordance with the recommendation of the Administration & Finance Committee and management, the ARRL Board of Directors approves renaming the ARRL Laboratory in the manner and for the time specified in the Gift Agreement between ARRL and Paul D. Sergi, NO8D. Finally, please note that this matter is CONFIDENTIAL until such time as both parties are able to make the announcements specified in the Gift Agreement. 73, David Sumner, K1ZZ, Chief Executive Officer and Secretary
All, I am offering no conclusion at this time, but will express a concern that I believe should be considered very carefully before we would name the lab for DX Engineering. Similar to Dick's musing, I wonder how renaming the lab the ICOM or Kenwood or Inoue lab would appear to a substantial percentage of the amateur community? Would this be perceived as representing an apparent conflict of interest? In spite of the wording of the contract that has been developed to regulate the gift and its consequences, would it appear that DXE is buying the services of the lab as regards favorable reporting on their equipment? Again, I am not saying there would be a problem. I do not question the integrity of Mr. Sergi or anyone else, but I believe it is something that the Board should consider the offer very carefully before accepting it . . . should be decide to accept it. Jim Jim Weaver, K8JE Director, Great Lakes Division 5065 Bethany Rd. Mason, OH 45040 Tel. 513-459-1661; e-mail K8JE@arrl.org ARRL: The reason Amateur Radio Is Members: The reason ARRL is _____ From: arrl-odv-bounces@reflector.arrl.org [mailto:arrl-odv-bounces@reflector.arrl.org] On Behalf Of Sumner, Dave, K1ZZ Sent: 30 May, 2014 3:50 PM To: arrl-odv Subject: [arrl-odv:22762] CONFIDENTIAL Proposed Gift Agreeement forRe-naming of ARRL Lab CONFIDENTIAL ARRL Directors: On behalf of the Administration & Finance Committee I am pleased to forward the attached Gift Agreement for your review and consideration. The Gift Agreement with Paul Sergi, NO8D, calls for a $1,000,000 donation to the ARRL in return for naming rights to the ARRL Laboratory. It has been reviewed by the attorneys for both parties. The following explanation comes from A&F Committee Chairman Greg Widin, K0GW: "The agreement in principle was approved by A&F, and is acceptable to HQ management as well as ARRL Laboratory personnel. Further development of the specific wording involved Mary Hobart, Rick Niswander, Chris Imlay and me. "The agreement is contained in the file named 'Sergi ARRL Gift Agreement-final-May27-14.' The second attachment is a listing of high-level 'deal points' concerning the agreement, and the benefits and protections included. "In recognition of this contribution, the agreement will re-name the ARRL Laboratory as the 'DX Engineering Laboratory at ARRL Headquarters' for a period of 25-30 years. Regardless of the re-naming, the agreement provides protections for the continuing independence of ARRL Laboratory, its operations, and related editorial matters. Please review the relevant clauses in the agreement. The 'deal points' indicate the specific paragraphs in the Agreement related to maintaining the independence of the Lab. "The A&F Committee believes that this agreement is as good a deal as can be negotiated and it is in the best interests of the ARRL. We also believe this agreement will not only provide significant funding to support the Lab for decades, but it also will also encourage further contributions to the Second Century campaign." While naming opportunities have been envisioned for several years this is the first to proceed to the point of an actual agreement. The re-naming of the ARRL Lab is a policy issue that rightfully belongs before the full Board. Fulfilling the terms of the agreement require that it be completed prior to the Centennial National Convention, which is before the next in-person meeting of the Board. Article 6 of the Articles of Association gives the Executive Committee the discretion to submit proposed resolutions to the Board for mail or electronic vote. At this time the Executive Committee has not considered the matter; only the members of the Administration and Finance Committee have had that opportunity. Because the issue ultimately will be considered by the full Board, in the interests of timeliness and efficiency President Craigie and I feel that it is appropriate to place the information concerning the agreement before the full Board now rather than engaging in a two-step process. Therefore, all Board members are invited and requested to review the attachments carefully and to pose questions to the A&F Committee and management, on the understanding that it will be the prerogative of the Executive Committee to authorize the actual vote by the Board. An appropriate resolution at that time would be along these lines: RESOLVED, that in accordance with the recommendation of the Administration & Finance Committee and management, the ARRL Board of Directors approves renaming the ARRL Laboratory in the manner and for the time specified in the Gift Agreement between ARRL and Paul D. Sergi, NO8D. Finally, please note that this matter is CONFIDENTIAL until such time as both parties are able to make the announcements specified in the Gift Agreement. 73, David Sumner, K1ZZ, Chief Executive Officer and Secretary --- This email is free from viruses and malware because avast! Antivirus protection is active. http://www.avast.com
Well, there were three tupos in my earlier message. Sorry. The corrections are indicated below in red: I will stress that my basic question is in adition to those ased by Doug. Jim Weaver, K8JE Director, Great Lakes Division 5065 Bethany Rd. Mason, OH 45040 Tel. 513-459-1661; e-mail K8JE@arrl.org ARRL: The reason Amateur Radio Is Members: The reason ARRL is _____ From: arrl-odv-bounces@reflector.arrl.org [mailto:arrl-odv-bounces@reflector.arrl.org] On Behalf Of Jim Weaver K8JE Sent: 30 May, 2014 6:06 PM To: 'Sumner, Dave, K1ZZ'; 'arrl-odv' Subject: [arrl-odv:22773] Re: CONFIDENTIAL Proposed Gift AgreeementforRe-naming of ARRL Lab All, I am offering no conclusion at this time, but will express a concern that I believe should be considered very carefully before we would name the lab for DX Engineering. Similar to Dick's musing, I wonder how renaming the lab the ICOM or Kenwood or Inoue lab would appear to a substantial percentage of the amateur community? Would this be perceived as representing an apparent conflict of interest? In spite of the wording of the contract that has been developed to regulate the gift and its consequences, would it appear that DXE is buying the services of the lab as regards favorable reporting on their equipment? Again, I am not saying there would be a problem. I do not question the integrity of Mr. Sergi or anyone else, but I believe the basic question of perceived or real conflict of interest is something that the Board should consider xxxxxxxxxxxxx very carefully before accepting it . . . should we decide to accept it. Jim Jim Weaver, K8JE Director, Great Lakes Division 5065 Bethany Rd. Mason, OH 45040 Tel. 513-459-1661; e-mail K8JE@arrl.org ARRL: The reason Amateur Radio Is Members: The reason ARRL is _____ From: arrl-odv-bounces@reflector.arrl.org [mailto:arrl-odv-bounces@reflector.arrl.org] On Behalf Of Sumner, Dave, K1ZZ Sent: 30 May, 2014 3:50 PM To: arrl-odv Subject: [arrl-odv:22762] CONFIDENTIAL Proposed Gift Agreeement forRe-naming of ARRL Lab CONFIDENTIAL ARRL Directors: On behalf of the Administration & Finance Committee I am pleased to forward the attached Gift Agreement for your review and consideration. The Gift Agreement with Paul Sergi, NO8D, calls for a $1,000,000 donation to the ARRL in return for naming rights to the ARRL Laboratory. It has been reviewed by the attorneys for both parties. The following explanation comes from A&F Committee Chairman Greg Widin, K0GW: "The agreement in principle was approved by A&F, and is acceptable to HQ management as well as ARRL Laboratory personnel. Further development of the specific wording involved Mary Hobart, Rick Niswander, Chris Imlay and me. "The agreement is contained in the file named 'Sergi ARRL Gift Agreement-final-May27-14.' The second attachment is a listing of high-level 'deal points' concerning the agreement, and the benefits and protections included. "In recognition of this contribution, the agreement will re-name the ARRL Laboratory as the 'DX Engineering Laboratory at ARRL Headquarters' for a period of 25-30 years. Regardless of the re-naming, the agreement provides protections for the continuing independence of ARRL Laboratory, its operations, and related editorial matters. Please review the relevant clauses in the agreement. The 'deal points' indicate the specific paragraphs in the Agreement related to maintaining the independence of the Lab. "The A&F Committee believes that this agreement is as good a deal as can be negotiated and it is in the best interests of the ARRL. We also believe this agreement will not only provide significant funding to support the Lab for decades, but it also will also encourage further contributions to the Second Century campaign." While naming opportunities have been envisioned for several years this is the first to proceed to the point of an actual agreement. The re-naming of the ARRL Lab is a policy issue that rightfully belongs before the full Board. Fulfilling the terms of the agreement require that it be completed prior to the Centennial National Convention, which is before the next in-person meeting of the Board. Article 6 of the Articles of Association gives the Executive Committee the discretion to submit proposed resolutions to the Board for mail or electronic vote. At this time the Executive Committee has not considered the matter; only the members of the Administration and Finance Committee have had that opportunity. Because the issue ultimately will be considered by the full Board, in the interests of timeliness and efficiency President Craigie and I feel that it is appropriate to place the information concerning the agreement before the full Board now rather than engaging in a two-step process. Therefore, all Board members are invited and requested to review the attachments carefully and to pose questions to the A&F Committee and management, on the understanding that it will be the prerogative of the Executive Committee to authorize the actual vote by the Board. An appropriate resolution at that time would be along these lines: RESOLVED, that in accordance with the recommendation of the Administration & Finance Committee and management, the ARRL Board of Directors approves renaming the ARRL Laboratory in the manner and for the time specified in the Gift Agreement between ARRL and Paul D. Sergi, NO8D. Finally, please note that this matter is CONFIDENTIAL until such time as both parties are able to make the announcements specified in the Gift Agreement. 73, David Sumner, K1ZZ, Chief Executive Officer and Secretary _____ <http://www.avast.com/> This email is free from viruses and malware because avast! Antivirus <http://www.avast.com/> protection is active. --- This email is free from viruses and malware because avast! Antivirus protection is active. http://www.avast.com
Ladies and Gents, Both Doug and Jim are raising some good points and I am not at all comfortable with the proposal as I study it. I am going to analyze this further and consider the possible ramifications and questions that members and other advertisers may raise. The Board needs to take adequate time to consider the document and how this may play out. 73 David A. Norris, K5UZ Director Delta Division Sent from my iPhone On May 30, 2014, at 9:10 PM, Jim Weaver K8JE <K8JE@ARRL.org> wrote:
Well, there were three tupos in my earlier message. Sorry. The corrections are indicated below in red: I will stress that my basic question is in adition to those ased by Doug.
Jim Weaver, K8JE Director, Great Lakes Division 5065 Bethany Rd. Mason, OH 45040 Tel. 513-459-1661; e-mail K8JE@arrl.org ARRL: The reason Amateur Radio Is Members: The reason ARRL is
From: arrl-odv-bounces@reflector.arrl.org [mailto:arrl-odv-bounces@reflector.arrl.org] On Behalf Of Jim Weaver K8JE Sent: 30 May, 2014 6:06 PM To: 'Sumner, Dave, K1ZZ'; 'arrl-odv' Subject: [arrl-odv:22773] Re: CONFIDENTIAL Proposed Gift AgreeementforRe-naming of ARRL Lab
All,
I am offering no conclusion at this time, but will express a concern that I believe should be considered very carefully before we would name the lab for DX Engineering. Similar to Dick's musing, I wonder how renaming the lab the ICOM or Kenwood or Inoue lab would appear to a substantial percentage of the amateur community? Would this be perceived as representing an apparent conflict of interest? In spite of the wording of the contract that has been developed to regulate the gift and its consequences, would it appear that DXE is buying the services of the lab as regards favorable reporting on their equipment?
Again, I am not saying there would be a problem. I do not question the integrity of Mr. Sergi or anyone else, but I believe the basic question of perceived or real conflict of interest is something that the Board should consider xxxxxxxxxxxxx very carefully before accepting it . . . should we decide to accept it.
Jim
Jim Weaver, K8JE Director, Great Lakes Division 5065 Bethany Rd. Mason, OH 45040 Tel. 513-459-1661; e-mail K8JE@arrl.org ARRL: The reason Amateur Radio Is Members: The reason ARRL is
From: arrl-odv-bounces@reflector.arrl.org [mailto:arrl-odv-bounces@reflector.arrl.org] On Behalf Of Sumner, Dave, K1ZZ Sent: 30 May, 2014 3:50 PM To: arrl-odv Subject: [arrl-odv:22762] CONFIDENTIAL Proposed Gift Agreeement forRe-naming of ARRL Lab
CONFIDENTIAL
ARRL Directors:
On behalf of the Administration & Finance Committee I am pleased to forward the attached Gift Agreement for your review and consideration. The Gift Agreement with Paul Sergi, NO8D, calls for a $1,000,000 donation to the ARRL in return for naming rights to the ARRL Laboratory. It has been reviewed by the attorneys for both parties.
The following explanation comes from A&F Committee Chairman Greg Widin, K0GW: “The agreement in principle was approved by A&F, and is acceptable to HQ management as well as ARRL Laboratory personnel. Further development of the specific wording involved Mary Hobart, Rick Niswander, Chris Imlay and me. “The agreement is contained in the file named ‘Sergi ARRL Gift Agreement-final-May27-14.’ The second attachment is a listing of high-level ‘deal points’ concerning the agreement, and the benefits and protections included. “In recognition of this contribution, the agreement will re-name the ARRL Laboratory as the ‘DX Engineering Laboratory at ARRL Headquarters’ for a period of 25-30 years. Regardless of the re-naming, the agreement provides protections for the continuing independence of ARRL Laboratory, its operations, and related editorial matters. Please review the relevant clauses in the agreement. The ‘deal points’ indicate the specific paragraphs in the Agreement related to maintaining the independence of the Lab. “The A&F Committee believes that this agreement is as good a deal as can be negotiated and it is in the best interests of the ARRL. We also believe this agreement will not only provide significant funding to support the Lab for decades, but it also will also encourage further contributions to the Second Century campaign.” While naming opportunities have been envisioned for several years this is the first to proceed to the point of an actual agreement. The re-naming of the ARRL Lab is a policy issue that rightfully belongs before the full Board. Fulfilling the terms of the agreement require that it be completed prior to the Centennial National Convention, which is before the next in-person meeting of the Board. Article 6 of the Articles of Association gives the Executive Committee the discretion to submit proposed resolutions to the Board for mail or electronic vote. At this time the Executive Committee has not considered the matter; only the members of the Administration and Finance Committee have had that opportunity. Because the issue ultimately will be considered by the full Board, in the interests of timeliness and efficiency President Craigie and I feel that it is appropriate to place the information concerning the agreement before the full Board now rather than engaging in a two-step process. Therefore, all Board members are invited and requested to review the attachments carefully and to pose questions to the A&F Committee and management, on the understanding that it will be the prerogative of the Executive Committee to authorize the actual vote by the Board. An appropriate resolution at that time would be along these lines: RESOLVED, that in accordance with the recommendation of the Administration & Finance Committee and management, the ARRL Board of Directors approves renaming the ARRL Laboratory in the manner and for the time specified in the Gift Agreement between ARRL and Paul D. Sergi, NO8D. Finally, please note that this matter is CONFIDENTIAL until such time as both parties are able to make the announcements specified in the Gift Agreement. 73, David Sumner, K1ZZ, Chief Executive Officer and Secretary
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Good Morning, This is wrong in so many ways that I’m having a hard time finding a beginning. There is so much I want to address. These are just some thoughts. I apologize in advance for what may seem like a tirade. First, I strongly suggest that we follow procedure in this matter. Frankly, the gist I’m getting is that this issue is being railroaded --- not fast-tracked. I understand that the terms of the donation require that this get done prior to the Convention, however, before I even remotely want to consider this offer and proposal to the ARRL, the issue needs to be examined completely and thoroughly. I respectfully ask that this be referred to the Executive Committee, post haste, for their consideration as per Article 6 of our Articles of Incorporation. I do not believe that the A&F Committee, League management, and/or League officers have the authority to unilaterally send this to the full Board. I have to say that, in my humble opinion, we are making a major mistake in ignoring the Articles of Incorporation if we bypass the Executive Committee’s full role in the process. It sets a very dangerous precedent, one that I do not wish to endorse. I also ask that NO motion be made until the Executive Committee reports their findings back to the full Board. There is much at stake here and I for one do not want to rush into any decision. If that means that the gifting does not take place, then so be it. Second, I don’t believe that the A&F Committee, which apparently has had this under consideration for some time, got the “best deal possible.” Looking at the agreement, it seems to me that the numbers don’t do us much good. The first monies to be collected are the $250,000 initial payment. Investing that with a rate of return of 5% would give us real dollars of only $12,500 in interest the first year. Year 1 $12,500 Year 2 $18,750 Year 3 $25,000 Year 4 $31,250 Year 5 $37,500 Year 6 $43,750 Year 7 $50,000 Take that out to year 6 (not compounding interest) with payments of $125,000 per year you can add an additional $6,250 per year culminating in an annual return of $50,000 a year. That means we’d be selling out the naming rights for bupkis. (Yes, I know we have the principal to play with. Of course, that will take years to get, too.) And why did it take so long to get to the Board for comments? Shouldn’t we have been consulted for input and suggestions before presenting us with a fait accompli? Third, I find the issue of a partial payment for naming rights appalling. We should not accept anything other than full payment up front for 30 years naming rights. If the donor defaults at any point, we’ve already gone to great expense, as per the agreement, to rename and publicize the name and relationship. We will more than likely not be able to collect on any monies still owed to us should he default. Next, point #7 in the agreement states that the donor will not have any influence on the ARRL, the Lab, QST, League web, video, or print, etc. However, point #10 sets out ways in which the donor may “suggest” improvements to the Lab, its activities, video production, and other “DXEL Initiatives” with final approval to be made by the League. I believe, no matter how you spin this, there will always be the appearance of undue influence on the part of the donor. The membership is not ignorant. This will not pass their smell-test. We can’t forget point #4, which renames the lab to the “DX Engineering Lab at ARRL Headquarters” for a period of 25 to 30 years. Of course, the donor could change the lab name to his own. (Which is far less objectionable to me and something I could easily live with along with other changes to the agreement. Do that and then let’s talk.) Let’s move to point #12, which I find to be the most onerous part of the agreement and the primary reason why I will not lend my name to this document. Bottom line, for the sum of One Million Dollars, the ARRL will now become “The DX Engineering American Radio Relay League.” I wonder how this is going to play in Peoria? To get the funds, here’s what we give as quid pro quo: a.. A news release, webinar, QST article, and web coverage to announce the donation. b.. The new lab name “DX Engineering lab at ARRL Headquarters” will be used EVERYWHERE! In all publication references, web pages, promotional materials, in QST, and wherever the lab is referenced. Where the lab name is used multiple times, hell, we even drop the ARRL name and refer to it as the “DX Engineering Lab.” Of course, we don’t have to take a pen and cross out old references in existing publications, though I must say I’m surprised that we weren’t asked to take our Sharpies and do just that. c.. Welcome banners/posters for display at the lab which will include the DX Engineering logo, (and other logos deemed appropriate by the ARRL – I guess that means that we’ll be allowed to include the ARRL diamond in our own HQ! Lucky us!). d.. A poster to be placed in the lobby during the ARRL Centennial Convention and during the remainder of 2014 which includes the DX Engineering logo in a prominent manner (and once again, thank you so much, any other logo deemed appropriate by the ARRL. e.. A wall plaque at the lab entrance displaying the DX Engineering logo (guess what, our logo too). f.. Banners to be used at Conventions (must be the new DXE/ARRL logo). g.. A grand opening/ribbon cutting event at HQ in the Fall of 2014 ---- guess they didn’t want to upstage us at the Centennial Convention. Oh wait, they don’t have to --- their logo will be everywhere anyway! h.. An ongoing part of ARRL public displays at major amateur radio events – again, the new DXE/ARRL logo. Or, perhaps, I should call it DXEARRL (no slash or hyphenation anymore!) i.. The catch all phrase --- other recognition as determined by the parties. (Maybe this is where we drop the ARRL from DXEARRL, so it’s just DXE!) But wait, there’s more!! Here’s the best part ….. WE HAVE TO PAY FOR ALL THIS!!! “ARRL will be responsible for all costs and expenses associated with these recognitions…” We have ways to describe this in Brooklyn, most of which are unprintable. Perhaps Judge Judy articulates it best when she says, “don’t pee on my shoes and tell me it’s raining!” To my fellow members of the ARRL Board of Directors I say, “Please scrutinize the Emperor, because he has no clothes on!” If we accept this agreement as it currently stands, we would be selling out the League and our souls for a few measly bucks (yes, in this case one million is a few measly bucks). We were so concerned with conflicts of interest last week for something that was, in essence, so minor. Yet this situation, which reeks of conflict, is getting jammed down our throat. I hesitate to wonder what our other advertisers will think. I know you can argue that they, too, could give money. So what’s next? The Yaesu Men’s Room? The Icom Employee Lounge? The Kenwood Lobby and Book Store? Has anyone on A&F asked our advertising department how they think this will play out? I don’t think we’ll ever have to worry about “inside” advertising information getting to CQ. Frankly, I think all we have to do is sign this agreement, effectively shooting ourselves in both feet! This is not to be facetious. This is to make a point. We should not be mortgaging our name so easily. There are way too many strings attached here. Like some of my colleagues, I believe we give up substantially more than we get. Let’s not blatantly commercialize the ARRL to our detriment. That should not be our legacy. Remember, this contract is for 30 years. I, for one, do not want to hang this albatross on the necks of future ARRL members, especially in this, our Centennial year! 73 de Mike N2YBB
Without getting into the merits of the proposal, I want to assure Mike and others that there's no attempt by the A&F to by-pass the procedure mandated in the AA&BL. The draft A&F motion included in Dave's cover memo is purely informational. The A&F is well aware that it is the EC's prerogative to call for an electronic vote when and if the EC decides to do so. At the present time, we aren't debating a motion. We are discussing a proposal that may or may not result in the introduction of a motion, by e-mail or at the July meeting. Or some other time. Not my call to make. Including the whole ODV in the conversation now, leveling the informational playing field, seemed to me to be both efficient and collegial. Doing this was my idea (which Dave agreed with), and it should not be interpreted as the A&F trying to make an end-run around the EC. It looks like there is a great deal to think and talk about before the EC would want even to consider authorizing a vote. 73 -Kay N3KN
Mike, I can assure you that there was no plan or intention to short circuit the role of the Executive Committee to consider whether or not to authorize a vote of the full Board prior to the next in-person meeting of the Board. Of the 15 voting Directors, five are on A&F and already had the information that I sent to ODV yesterday. Five are on the EC. It seemed undesirable to leave the other five in the dark while the EC considered the question. On the contrary, I'm sure the EC members will consider the views of their non-EC colleagues in deciding whether or not to take that step. 73, Dave K1ZZ ________________________________________ From: Lisenco, Mike (DIR, Hudson) Sent: Saturday, May 31, 2014 12:47 AM To: Sumner, Dave, K1ZZ; arrl-odv Subject: Re: [arrl-odv:22762] CONFIDENTIAL Proposed Gift Agreeement for Re-naming of ARRL Lab Good Morning, This is wrong in so many ways that I’m having a hard time finding a beginning. There is so much I want to address. These are just some thoughts. I apologize in advance for what may seem like a tirade. First, I strongly suggest that we follow procedure in this matter. Frankly, the gist I’m getting is that this issue is being railroaded --- not fast-tracked. I understand that the terms of the donation require that this get done prior to the Convention, however, before I even remotely want to consider this offer and proposal to the ARRL, the issue needs to be examined completely and thoroughly. I respectfully ask that this be referred to the Executive Committee, post haste, for their consideration as per Article 6 of our Articles of Incorporation. I do not believe that the A&F Committee, League management, and/or League officers have the authority to unilaterally send this to the full Board. I have to say that, in my humble opinion, we are making a major mistake in ignoring the Articles of Incorporation if we bypass the Executive Committee’s full role in the process. It sets a very dangerous precedent, one that I do not wish to endorse. I also ask that NO motion be made until the Executive Committee reports their findings back to the full Board. There is much at stake here and I for one do not want to rush into any decision. If that means that the gifting does not take place, then so be it. Second, I don’t believe that the A&F Committee, which apparently has had this under consideration for some time, got the “best deal possible.” Looking at the agreement, it seems to me that the numbers don’t do us much good. The first monies to be collected are the $250,000 initial payment. Investing that with a rate of return of 5% would give us real dollars of only $12,500 in interest the first year. Year 1 $12,500 Year 2 $18,750 Year 3 $25,000 Year 4 $31,250 Year 5 $37,500 Year 6 $43,750 Year 7 $50,000 Take that out to year 6 (not compounding interest) with payments of $125,000 per year you can add an additional $6,250 per year culminating in an annual return of $50,000 a year. That means we’d be selling out the naming rights for bupkis. (Yes, I know we have the principal to play with. Of course, that will take years to get, too.) And why did it take so long to get to the Board for comments? Shouldn’t we have been consulted for input and suggestions before presenting us with a fait accompli? Third, I find the issue of a partial payment for naming rights appalling. We should not accept anything other than full payment up front for 30 years naming rights. If the donor defaults at any point, we’ve already gone to great expense, as per the agreement, to rename and publicize the name and relationship. We will more than likely not be able to collect on any monies still owed to us should he default. Next, point #7 in the agreement states that the donor will not have any influence on the ARRL, the Lab, QST, League web, video, or print, etc. However, point #10 sets out ways in which the donor may “suggest” improvements to the Lab, its activities, video production, and other “DXEL Initiatives” with final approval to be made by the League. I believe, no matter how you spin this, there will always be the appearance of undue influence on the part of the donor. The membership is not ignorant. This will not pass their smell-test. We can’t forget point #4, which renames the lab to the “DX Engineering Lab at ARRL Headquarters” for a period of 25 to 30 years. Of course, the donor could change the lab name to his own. (Which is far less objectionable to me and something I could easily live with along with other changes to the agreement. Do that and then let’s talk.) Let’s move to point #12, which I find to be the most onerous part of the agreement and the primary reason why I will not lend my name to this document. Bottom line, for the sum of One Million Dollars, the ARRL will now become “The DX Engineering American Radio Relay League.” I wonder how this is going to play in Peoria? To get the funds, here’s what we give as quid pro quo: * A news release, webinar, QST article, and web coverage to announce the donation. * The new lab name “DX Engineering lab at ARRL Headquarters” will be used EVERYWHERE! In all publication references, web pages, promotional materials, in QST, and wherever the lab is referenced. Where the lab name is used multiple times, hell, we even drop the ARRL name and refer to it as the “DX Engineering Lab.” Of course, we don’t have to take a pen and cross out old references in existing publications, though I must say I’m surprised that we weren’t asked to take our Sharpies and do just that. * Welcome banners/posters for display at the lab which will include the DX Engineering logo, (and other logos deemed appropriate by the ARRL – I guess that means that we’ll be allowed to include the ARRL diamond in our own HQ! Lucky us!). * A poster to be placed in the lobby during the ARRL Centennial Convention and during the remainder of 2014 which includes the DX Engineering logo in a prominent manner (and once again, thank you so much, any other logo deemed appropriate by the ARRL. * A wall plaque at the lab entrance displaying the DX Engineering logo (guess what, our logo too). * Banners to be used at Conventions (must be the new DXE/ARRL logo). * A grand opening/ribbon cutting event at HQ in the Fall of 2014 ---- guess they didn’t want to upstage us at the Centennial Convention. Oh wait, they don’t have to --- their logo will be everywhere anyway! * An ongoing part of ARRL public displays at major amateur radio events – again, the new DXE/ARRL logo. Or, perhaps, I should call it DXEARRL (no slash or hyphenation anymore!) * The catch all phrase --- other recognition as determined by the parties. (Maybe this is where we drop the ARRL from DXEARRL, so it’s just DXE!) But wait, there’s more!! Here’s the best part ….. WE HAVE TO PAY FOR ALL THIS!!! “ARRL will be responsible for all costs and expenses associated with these recognitions…” We have ways to describe this in Brooklyn, most of which are unprintable. Perhaps Judge Judy articulates it best when she says, “don’t pee on my shoes and tell me it’s raining!” To my fellow members of the ARRL Board of Directors I say, “Please scrutinize the Emperor, because he has no clothes on!” If we accept this agreement as it currently stands, we would be selling out the League and our souls for a few measly bucks (yes, in this case one million is a few measly bucks). We were so concerned with conflicts of interest last week for something that was, in essence, so minor. Yet this situation, which reeks of conflict, is getting jammed down our throat. I hesitate to wonder what our other advertisers will think. I know you can argue that they, too, could give money. So what’s next? The Yaesu Men’s Room? The Icom Employee Lounge? The Kenwood Lobby and Book Store? Has anyone on A&F asked our advertising department how they think this will play out? I don’t think we’ll ever have to worry about “inside” advertising information getting to CQ. Frankly, I think all we have to do is sign this agreement, effectively shooting ourselves in both feet! This is not to be facetious. This is to make a point. We should not be mortgaging our name so easily. There are way too many strings attached here. Like some of my colleagues, I believe we give up substantially more than we get. Let’s not blatantly commercialize the ARRL to our detriment. That should not be our legacy. Remember, this contract is for 30 years. I, for one, do not want to hang this albatross on the necks of future ARRL members, especially in this, our Centennial year! 73 de Mike N2YBB
On a positive note, it's exciting to entertain a proposal of a $1M donation to ARRL. Thanks to Mary Hobart and everyone who has worked on this effort to date. The proposal deserves serious consideration and an effort to make it happen. As Dave stated, renaming the ARRL Lab is a policy issue that should be decided by the full Board. I appreciate President Kay's and the A&F Committee's desire to circulate the proposed Gift Agreement to the entire Board for review and questions prior to consideration of a motion. My main question and concern involves the renaming of the ARRL Laboratory to the "DX Engineering Lab at ARRL Headquarters" with that name to be used "wherever the lab is referenced" (along with the alternative term "DX Engineering Lab") (paragraphs 4 and 12). Thanks to Chris Imlay, the draft agreement does a good job of clearly preserving the ARRL's control and independence of the business operations and analysis work of the ARRL lab. But we need to also insure the appearance of impartiality. Could that independence and appearance of impartiality be better preserved in the naming rights by distinguishing between the lab operations and the lab facility, i.e. the difference between tangible things (physical facility and equipment) as compared to the business of the lab (and the particularly sensitive role of testing and product reviews)? I would be much more comfortable with retaining the right to continue using the name "ARRL Lab" to describe the operations and work of the lab, and use something like "ARRL's DX Engineering Lab Facility" to describe the physical plant and equipment. I am concerned that renaming the ARRL Lab to the DX Engineering Lab could negatively affect our lab's reputation. I realize the line can be blurred between operations and facilities. ARRL's published named giving opportunities http://www.arrl.org/arrl-second-century-campaign ("What are the ARRL named giving opportunities?") also include programs (LoTW, Education & Technology, Teachers Institute, and Historic Preservation). The giving opportunities also include Chairs in various ARRL five pillars and operating areas (Advocacy, Technical Relations, Regulatory Affairs, Education and Youth Development, Public Service and Emergency Response, DX, Radiosport, and even QST Editorial Chair!). In many of those program type areas, there will be no basis for distinguishing between operations and facilities, as I suggest with the ARRL Lab. But that's a topic for another day, which may soon be on the horizon if the renaming rights thing catches on! A related concern involves the extent of the "signage" commitments in paragraph 12, which seems to contemplate ARRL agreeing to do substantial advertising for DX Engineering at conventions and Amateur Radio events. Have we considered the effect on our marketing and advertising with third parties and balanced it against the benefit we'll receive from the donation. Paragraph 3 concerning funding the donation makes it clear that in the event Sergi breaches the agreement by failing to pay the entire Donation, ARRL expressly waives any claim or cause of action against Sergi, other than the right to adjust the time period of the naming rights. I realize that collection of pledges to non-profit organizations are problematic for a number of reasons. But here, this is essentially a gift with a condition involving what amounts to a sale or transfer of ARRL's naming rights. Should this be contractually enforceable, instead of a pledge? And if it is contractually enforceable, are there tax implications? If it is not contractually enforceable, then in the event of a default in making payments on the $1M pledge, are we getting a fair return for transferring naming rights to the lab, even if we have the right to terminate the naming at the time of default? Doug's suggestion of a "morality" clause may be worthy of consideration, although I tend to agree with Rick Niswander that even without such a clause, I suspect the ARRL would be justified in renaming in the event of serious misconduct or breaches of moral turpitude. However, we need to be aware that nonprofits can become embroiled in controversies where naming rights are concerned. Some years ago, the University of Missouri named a $75 million sports arena after the daughter (and Wal-Mart heiress) of the donors of a $25 million naming rights gift. The daughter had graduated from USC and was later embroiled in allegations of paying a roommate to do her homework. The donors relinquished the naming rights and the name of the sports arena was changed. I don't recall any publicity about whether the school returned any of the gift, or what the agreement provided. But controversies do arise. A&F Chair Greg Widin's explanation says that A&F believes "this agreement is as good a deal as can be negotiated." If this is a "take it or leave it" situation, then we may need to review it in that light. Hopefully there is room for further negotiations to address some of the concerns which Board members may have, in an effort to conclude an agreement which protects the interests of both ARRL and the donor. Cliff K0CA From: arrl-odv-bounces@reflector.arrl.org [mailto:arrl-odv-bounces@reflector.arrl.org] On Behalf Of Sumner, Dave, K1ZZ Sent: Friday, May 30, 2014 2:50 PM To: arrl-odv Subject: [arrl-odv:22762] CONFIDENTIAL Proposed Gift Agreeement for Re-naming of ARRL Lab CONFIDENTIAL ARRL Directors: On behalf of the Administration & Finance Committee I am pleased to forward the attached Gift Agreement for your review and consideration. The Gift Agreement with Paul Sergi, NO8D, calls for a $1,000,000 donation to the ARRL in return for naming rights to the ARRL Laboratory. It has been reviewed by the attorneys for both parties. The following explanation comes from A&F Committee Chairman Greg Widin, K0GW: "The agreement in principle was approved by A&F, and is acceptable to HQ management as well as ARRL Laboratory personnel. Further development of the specific wording involved Mary Hobart, Rick Niswander, Chris Imlay and me. "The agreement is contained in the file named 'Sergi ARRL Gift Agreement-final-May27-14.' The second attachment is a listing of high-level 'deal points' concerning the agreement, and the benefits and protections included. "In recognition of this contribution, the agreement will re-name the ARRL Laboratory as the 'DX Engineering Laboratory at ARRL Headquarters' for a period of 25-30 years. Regardless of the re-naming, the agreement provides protections for the continuing independence of ARRL Laboratory, its operations, and related editorial matters. Please review the relevant clauses in the agreement. The 'deal points' indicate the specific paragraphs in the Agreement related to maintaining the independence of the Lab. "The A&F Committee believes that this agreement is as good a deal as can be negotiated and it is in the best interests of the ARRL. We also believe this agreement will not only provide significant funding to support the Lab for decades, but it also will also encourage further contributions to the Second Century campaign." While naming opportunities have been envisioned for several years this is the first to proceed to the point of an actual agreement. The re-naming of the ARRL Lab is a policy issue that rightfully belongs before the full Board. Fulfilling the terms of the agreement require that it be completed prior to the Centennial National Convention, which is before the next in-person meeting of the Board. Article 6 of the Articles of Association gives the Executive Committee the discretion to submit proposed resolutions to the Board for mail or electronic vote. At this time the Executive Committee has not considered the matter; only the members of the Administration and Finance Committee have had that opportunity. Because the issue ultimately will be considered by the full Board, in the interests of timeliness and efficiency President Craigie and I feel that it is appropriate to place the information concerning the agreement before the full Board now rather than engaging in a two-step process. Therefore, all Board members are invited and requested to review the attachments carefully and to pose questions to the A&F Committee and management, on the understanding that it will be the prerogative of the Executive Committee to authorize the actual vote by the Board. An appropriate resolution at that time would be along these lines: RESOLVED, that in accordance with the recommendation of the Administration & Finance Committee and management, the ARRL Board of Directors approves renaming the ARRL Laboratory in the manner and for the time specified in the Gift Agreement between ARRL and Paul D. Sergi, NO8D. Finally, please note that this matter is CONFIDENTIAL until such time as both parties are able to make the announcements specified in the Gift Agreement. 73, David Sumner, K1ZZ, Chief Executive Officer and Secretary
From many e-mails and phone conversations I have had this weekend, it is evident that the Gift Agreement in its current form is not acceptable to the Board. Personally, these discussions have led me to understand that the *appearance* of neutrality of the ARRL Lab is equally important as the details of any written agreement. A major requisite of this is that naming of the Lab *cannot* include the name of a firm such as "DX Engineering". At this time, we don't know if this is a deal breaker for this gift.
Though I am not the "sponsor" of this deal, as A&F Chair, I am trying to arrange appropriate communication with DXE principals, in the interest of determining whether there is latitude to negotiate on this critical point. At this time, I have nothing to report, but I am still hopeful that we may be able to structure an arrangement whereby ARRL can accept this substantial gift in a manner which clearly and visibly does not affect our objectivity and independence. I will inform this group about any development. Though it would be desirable to execute an agreement before the Centennial, timing is secondary to acceptability on these criteria. I hope you all will support this approach, and appreciate your patience as we probe the possibilities of this delicate situation. 73, Greg, K0GW On Fri, May 30, 2014 at 2:50 PM, Sumner, Dave, K1ZZ <dsumner@arrl.org> wrote:
CONFIDENTIAL
ARRL Directors:
On behalf of the Administration & Finance Committee I am pleased to forward the attached Gift Agreement for your review and consideration. The Gift Agreement with Paul Sergi, NO8D, calls for a $1,000,000 donation to the ARRL in return for naming rights to the ARRL Laboratory. It has been reviewed by the attorneys for both parties.
The following explanation comes from A&F Committee Chairman Greg Widin, K0GW:
“The agreement in principle was approved by A&F, and is acceptable to HQ management as well as ARRL Laboratory personnel. Further development of the specific wording involved Mary Hobart, Rick Niswander, Chris Imlay and me.
“The agreement is contained in the file named ‘Sergi ARRL Gift Agreement-final-May27-14.’ The second attachment is a listing of high-level ‘deal points’ concerning the agreement, and the benefits and protections included.
“In recognition of this contribution, the agreement will re-name the ARRL Laboratory as the ‘DX Engineering Laboratory at ARRL Headquarters’ for a period of 25-30 years. Regardless of the re-naming, the agreement provides protections for the continuing independence of ARRL Laboratory, its operations, and related editorial matters. Please review the relevant clauses in the agreement. The ‘deal points’ indicate the specific paragraphs in the Agreement related to maintaining the independence of the Lab.
“The A&F Committee believes that this agreement is as good a deal as can be negotiated and it is in the best interests of the ARRL. We also believe this agreement will not only provide significant funding to support the Lab for decades, but it also will also encourage further contributions to the Second Century campaign.”
While naming opportunities have been envisioned for several years this is the first to proceed to the point of an actual agreement. The re-naming of the ARRL Lab is a policy issue that rightfully belongs before the full Board. Fulfilling the terms of the agreement require that it be completed prior to the Centennial National Convention, which is before the next in-person meeting of the Board.
Article 6 of the Articles of Association gives the Executive Committee the discretion to submit proposed resolutions to the Board for mail or electronic vote. At this time the Executive Committee has not considered the matter; only the members of the Administration and Finance Committee have had that opportunity. Because the issue ultimately will be considered by the full Board, in the interests of timeliness and efficiency President Craigie and I feel that it is appropriate to place the information concerning the agreement before the full Board now rather than engaging in a two-step process. Therefore, all Board members are invited and requested to review the attachments carefully and to pose questions to the A&F Committee and management, on the understanding that it will be the prerogative of the Executive Committee to authorize the actual vote by the Board. An appropriate resolution at that time would be along these lines:
RESOLVED, that in accordance with the recommendation of the Administration & Finance Committee and management, the ARRL Board of Directors approves renaming the ARRL Laboratory in the manner and for the time specified in the Gift Agreement between ARRL and Paul D. Sergi, NO8D.
Finally, please note that this matter is CONFIDENTIAL until such time as both parties are able to make the announcements specified in the Gift Agreement.
73,
David Sumner, K1ZZ, Chief Executive Officer and Secretary
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Greg, Thank you. Thank you for being open-minded and having the cojones to slow down the stampede so that we may come up with a plan that allows us to accept a naming donation that is structured to our benefit, and not one that appears to be blatant advertising and not an altruistic donation. As I explained to you in our conversation last week, I am not opposed to accepting a naming donation. I am very much opposed as to how this particular arrangement is structured. In conversations with many of our colleagues on the Board, I believe that this particular agreement, at this moment in time, would fail at getting Board approval for much of the same reasoning that we discussed. So once again I thank you for slowing the process down so that we may construct an agreement that is acceptable to both the donor and the recipient. Vy 73, Mike - - - - - - - - - - - - - - - Mike Lisenco, N2YBB Director, Hudson Division ARRL - The national association for Amateur Radio™ 917-865-3538 n2ybb@arrl.org From: G Widin Sent: Monday, June 02, 2014 8:48 AM To: Sumner, Dave, K1ZZ Cc: arrl-odv Subject: [arrl-odv:22790] Re: CONFIDENTIAL Proposed Gift Agreeement for Re-naming of ARRL Lab
From many e-mails and phone conversations I have had this weekend, it is evident that the Gift Agreement in its current form is not acceptable to the Board. Personally, these discussions have led me to understand that the appearance of neutrality of the ARRL Lab is equally important as the details of any written agreement. A major requisite of this is that naming of the Lab cannot include the name of a firm such as "DX Engineering". At this time, we don't know if this is a deal breaker for this gift.
Though I am not the "sponsor" of this deal, as A&F Chair, I am trying to arrange appropriate communication with DXE principals, in the interest of determining whether there is latitude to negotiate on this critical point. At this time, I have nothing to report, but I am still hopeful that we may be able to structure an arrangement whereby ARRL can accept this substantial gift in a manner which clearly and visibly does not affect our objectivity and independence. I will inform this group about any development. Though it would be desirable to execute an agreement before the Centennial, timing is secondary to acceptability on these criteria. I hope you all will support this approach, and appreciate your patience as we probe the possibilities of this delicate situation. 73, Greg, K0GW On Fri, May 30, 2014 at 2:50 PM, Sumner, Dave, K1ZZ <dsumner@arrl.org> wrote: CONFIDENTIAL ARRL Directors: On behalf of the Administration & Finance Committee I am pleased to forward the attached Gift Agreement for your review and consideration. The Gift Agreement with Paul Sergi, NO8D, calls for a $1,000,000 donation to the ARRL in return for naming rights to the ARRL Laboratory. It has been reviewed by the attorneys for both parties. The following explanation comes from A&F Committee Chairman Greg Widin, K0GW: “The agreement in principle was approved by A&F, and is acceptable to HQ management as well as ARRL Laboratory personnel. Further development of the specific wording involved Mary Hobart, Rick Niswander, Chris Imlay and me. “The agreement is contained in the file named ‘Sergi ARRL Gift Agreement-final-May27-14.’ The second attachment is a listing of high-level ‘deal points’ concerning the agreement, and the benefits and protections included. “In recognition of this contribution, the agreement will re-name the ARRL Laboratory as the ‘DX Engineering Laboratory at ARRL Headquarters’ for a period of 25-30 years. Regardless of the re-naming, the agreement provides protections for the continuing independence of ARRL Laboratory, its operations, and related editorial matters. Please review the relevant clauses in the agreement. The ‘deal points’ indicate the specific paragraphs in the Agreement related to maintaining the independence of the Lab. “The A&F Committee believes that this agreement is as good a deal as can be negotiated and it is in the best interests of the ARRL. We also believe this agreement will not only provide significant funding to support the Lab for decades, but it also will also encourage further contributions to the Second Century campaign.” While naming opportunities have been envisioned for several years this is the first to proceed to the point of an actual agreement. The re-naming of the ARRL Lab is a policy issue that rightfully belongs before the full Board. Fulfilling the terms of the agreement require that it be completed prior to the Centennial National Convention, which is before the next in-person meeting of the Board. Article 6 of the Articles of Association gives the Executive Committee the discretion to submit proposed resolutions to the Board for mail or electronic vote. At this time the Executive Committee has not considered the matter; only the members of the Administration and Finance Committee have had that opportunity. Because the issue ultimately will be considered by the full Board, in the interests of timeliness and efficiency President Craigie and I feel that it is appropriate to place the information concerning the agreement before the full Board now rather than engaging in a two-step process. Therefore, all Board members are invited and requested to review the attachments carefully and to pose questions to the A&F Committee and management, on the understanding that it will be the prerogative of the Executive Committee to authorize the actual vote by the Board. An appropriate resolution at that time would be along these lines: RESOLVED, that in accordance with the recommendation of the Administration & Finance Committee and management, the ARRL Board of Directors approves renaming the ARRL Laboratory in the manner and for the time specified in the Gift Agreement between ARRL and Paul D. Sergi, NO8D. Finally, please note that this matter is CONFIDENTIAL until such time as both parties are able to make the announcements specified in the Gift Agreement. 73, David Sumner, K1ZZ, Chief Executive Officer and Secretary _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org http://reflector.arrl.org/mailman/listinfo/arrl-odv -------------------------------------------------------------------------------- _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org http://reflector.arrl.org/mailman/listinfo/arrl-odv
participants (10)
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Chris Imlay -
Cliff Ahrens -
David Norris -
Doug Rehman -
G Widin -
Jim Weaver K8JE -
Kay Craigie -
Mike Lisenco N2YBB -
Niswander, Rick -
Sumner, Dave, K1ZZ