[arrl-odv:34253] Formal Request For An In-Person Board Meeting To Consider the Report of the Ethics & Election Commission
*Fellow Members of the ARRL Board of Directors * As there are questions raised by E&E’s report that are not fully addressed in said report; As the proposed punishment, if it were to be approved, carries the potential of immediate and long-term, lasting adverse consequences to the ARRL and Amateur Radio; As the proposed punishment appears to conflict with Connecticut corporate law, the violation of which could expose the ARRL to legal liability; As any accused has, or should have, an absolute right to face their accusers, to present evidence and witnesses in their defense, and to do so without time constraints; As this right is guaranteed by Robert’s Rules of Order, which pursuant to ARRL By-Law 29 govern the actions of the ARRL Board of Directors; This is a formal request for an in person meeting of the ARRL Board of Directors to be conducted at the January 2023 Annual Meeting of the Board of Directors to consider, in accordance with Robert's Rules of Order, the matters presented by the report and recommendation of the Ethics & Election Committee. _______________________________________ John Robert Stratton N5AUS Director West Gulf Division Office:512-445-6262 Cell:512-426-2028 P.O. Box 2232 Austin, Texas 78768-2232 *_______________________________________***
"As the proposed punishment appears to conflict with Connecticut corporate law, the violation of which could expose the ARRL to legal liability;..." For reference, I believe what Director Stratton is alluding to is specifically contained within CT Corporate Law, Chapter 602, "Non-Stock Corporations": Sec. 33-1088. Removal of directors by members or directors. (a) The members entitled to vote for the election of directors or, if there are no such members, the directors, may remove one or more directors with or without cause unless the certificate of incorporation provides that directors may be removed only for cause. (b) If a director is elected by a class of members only the members of that class may participate in the vote to remove him. (c) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove him exceeds the number of votes cast not to remove him. (d) A director may be removed by the members entitled to vote for directors or, if there are no such members, the directors, only at a meeting called for the purpose of removing him and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director. That said, I don't know is this is germane or not, I'll leave that interpretation up to the legal scholars here to debate. 73; Mike W7VO
On 11/10/2022 4:04 PM John Robert Stratton <n5aus@n5aus.com> wrote:
Fellow Members of the ARRL Board of Directors
As there are questions raised by E&E’s report that are not fully addressed in said report;
As the proposed punishment, if it were to be approved, carries the potential of immediate and long-term, lasting adverse consequences to the ARRL and Amateur Radio;
As the proposed punishment appears to conflict with Connecticut corporate law, the violation of which could expose the ARRL to legal liability;
As any accused has, or should have, an absolute right to face their accusers, to present evidence and witnesses in their defense, and to do so without time constraints;
As this right is guaranteed by Robert’s Rules of Order, which pursuant to ARRL By-Law 29 govern the actions of the ARRL Board of Directors;
This is a formal request for an in person meeting of the ARRL Board of Directors to be conducted at the January 2023 Annual Meeting of the Board of Directors to consider, in accordance with Robert's Rules of Order, the matters presented by the report and recommendation of the Ethics & Election Committee.
_______________________________________
John Robert Stratton
N5AUS
Director West Gulf Division
Office: 512-445-6262 Cell: 512-426-2028 P.O. Box 2232 Austin, Texas 78768-2232
_______________________________________ _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-odv
As I'm sure Director Stratton would agree, this is something for a specialist in CT corporate law. There may very well be some relevant interpretations of this in the CT case law. Mikek1twf -----Original Message----- From: Michael Ritz <w7vo@comcast.net> To: arrl-odv <arrl-odv@reflector.arrl.org> Sent: Fri, Nov 11, 2022 2:16 am Subject: [arrl-odv:34257] Re: Formal Request For An In-Person Board Meeting To Consider the Report of the Ethics & Election Commission "As the proposed punishment appears to conflict with Connecticut corporate law, the violation of which could expose the ARRL to legal liability;..." For reference, I believe what Director Stratton is alluding to is specifically contained within CT Corporate Law, Chapter 602, "Non-Stock Corporations": Sec. 33-1088. Removal of directors by members or directors. (a) The members entitled to vote for the election of directors or, if there are no such members, the directors, may remove one or more directors with or without cause unless the certificate of incorporation provides that directors may be removed only for cause. (b) If a director is elected by a class of members only the members of that class may participate in the vote to remove him. (c) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove him exceeds the number of votes cast not to remove him. (d) A director may be removed by the members entitled to vote for directors or, if there are no such members, the directors, only at a meeting called for the purpose of removing him and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director. That said, I don't know is this is germane or not, I'll leave that interpretation up to the legal scholars here to debate. 73; Mike W7VO On 11/10/2022 4:04 PM John Robert Stratton <n5aus@n5aus.com> wrote: Fellow Members of the ARRL Board of Directors As there are questions raised by E&E’s report that are not fully addressed in said report; As the proposed punishment, if it were to be approved, carries the potential of immediate and long-term, lasting adverse consequences to the ARRL and Amateur Radio; As the proposed punishment appears to conflict with Connecticut corporate law, the violation of which could expose the ARRL to legal liability; As any accused has, or should have, an absolute right to face their accusers, to present evidence and witnesses in their defense, and to do so without time constraints; As this right is guaranteed by Robert’s Rules of Order, which pursuant to ARRL By-Law 29 govern the actions of the ARRL Board of Directors; This is a formal request for an in person meeting of the ARRL Board of Directors to be conducted at the January 2023 Annual Meeting of the Board of Directors to consider, in accordance with Robert's Rules of Order, the matters presented by the report and recommendation of the Ethics & Election Committee. _______________________________________ John Robert Stratton N5AUS Director West Gulf Division Office: 512-445-6262 Cell: 512-426-2028 P.O. Box 2232 Austin, Texas 78768-2232 _______________________________________ _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-odv _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-odv
participants (3)
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John Robert Stratton -
Michael Ritz -
Mike Raisbeck