[arrl-odv:27988] changes to articles of association
Dear Officers, Directors and Vice Directors, I recently spoke with Ed Spinella, our CT special counsel. Ed is assisting with the effectuation of amendment(s) to our Articles of Association with the CT Secretary of State. Ed asked me to confirm his understanding of the resolution passed by the Board at its meeting earlier this month (see attached). The resolution approves the addition of a sentence to the end of Article 1 to conform with Section 33-1026(a)(2) of the Connecticut Revised Nonstock Corporation Act. Ed wanted to confirm the Board’s directive regarding the other amendments previously approved by the Board at its meetings in July 2011, January 2015, July 2017 and July 2018 as outlined on the attached document . None of these amendments have been formally effectuated with the Connecticut Secretary of State. I am attaching ARRL’s most recent Amended and Restated Articles of Association on file with the Connecticut Secretary of State (effective as of March 2, 2010). Ed’s advice is that the other amendments approved by the Board after 3/2/10 are not effective until a Certificate of Amendment is filed and accepted by the Secretary of State. Regarding the amendments previously authorized by the Board, Ed has advised that the July 2017 and July 2018 amendments reflect relatively common director and officer indemnification and liability limitation provisions, consistent with the advice of our former Connecticut special counsel (Day Pitney). Ed also advised that ARRL already has some degree of indemnification and liability limitation in place and that the July 2017 and July 2018 amendments authorized by the Board would increase the current levels of director and officer indemnification and liability limitation. Ed and I both interpreted the Board’s resolution and related deliberation to authorize the effectuation of solely one amendment to the Articles, the additional sentence added to the end of Article 1 to conform with Section 33-1026(a)(2) of the Connecticut Revised Nonstock Corporation Act. I have directed Ed to prepare the Secretary of State filing accordingly. Ed has advised me that ARRL should consider revisiting the July 2017 and July 2018 amendments as soon as practicable. I am not clear whether the current Board still feels additional indemnification and liability protection for directors, vice directors, and officers is reasonable and in the best interests of ARRL. Please let me know if any of you have differing recollections and/or concerns as I have asked Ed to prepare and file the Amendment(s) next week. 73, Howard, WB2ITX -- Howard E. Michel, WB2ITX Chief Executive Officer ARRL, The National Association for Amateur Radio™ 225 Main Street, Newington, CT 06111-1494 USA Telephone: +1 860-594-0404 email: hmichel@arrl.org
Perhaps I am missing something here, but the version posted on the ARRL web includes all these changes and is the document the members "assume" we are operating under. I do not see how we can simply ignore, or not submit the changes to the state without another board action. I would think if the board feels some of this no longer needs to be in effect then that can be addressed in July, but for now, all the changes should be submitted to align what the State has with what we are operating under and what members have already seen. This was an administrative oversight in the first place. If proper filings were made after the past BOD meetings, this discussion would not be taking place. In my humble opinion :) Mark J. Tharp VD NW Div. On Fri, Feb 8, 2019 at 11:30 AM Michel, Howard, WB2ITX (CEO) < wb2itx@arrl.org> wrote:
Dear Officers, Directors and Vice Directors,
I recently spoke with Ed Spinella, our CT special counsel. Ed is assisting with the effectuation of amendment(s) to our Articles of Association with the CT Secretary of State.
Ed asked me to confirm his understanding of the resolution passed by the Board at its meeting earlier this month (see attached). The resolution approves the addition of a sentence to the end of Article 1 to conform with Section 33-1026(a)(2) of the Connecticut Revised Nonstock Corporation Act.
Ed wanted to confirm the Board’s directive regarding the other amendments previously approved by the Board at its meetings in July 2011, January 2015, July 2017 and July 2018 as outlined on the attached document . None of these amendments have been formally effectuated with the Connecticut Secretary of State. I am attaching ARRL’s most recent Amended and Restated Articles of Association on file with the Connecticut Secretary of State (effective as of March 2, 2010).
Ed’s advice is that the other amendments approved by the Board after 3/2/10 are not effective until a Certificate of Amendment is filed and accepted by the Secretary of State.
Regarding the amendments previously authorized by the Board, Ed has advised that the July 2017 and July 2018 amendments reflect relatively common director and officer indemnification and liability limitation provisions, consistent with the advice of our former Connecticut special counsel (Day Pitney). Ed also advised that ARRL already has some degree of indemnification and liability limitation in place and that the July 2017 and July 2018 amendments authorized by the Board would increase the current levels of director and officer indemnification and liability limitation.
Ed and I both interpreted the Board’s resolution and related deliberation to authorize the effectuation of solely one amendment to the Articles, the additional sentence added to the end of Article 1 to conform with Section 33-1026(a)(2) of the Connecticut Revised Nonstock Corporation Act. I have directed Ed to prepare the Secretary of State filing accordingly.
Ed has advised me that ARRL should consider revisiting the July 2017 and July 2018 amendments as soon as practicable. I am not clear whether the current Board still feels additional indemnification and liability protection for directors, vice directors, and officers is reasonable and in the best interests of ARRL.
Please let me know if any of you have differing recollections and/or concerns as I have asked Ed to prepare and file the Amendment(s) next week.
73, Howard, WB2ITX
-- Howard E. Michel, WB2ITX Chief Executive Officer ARRL, The National Association for Amateur Radio™ 225 Main Street, Newington, CT 06111-1494 USA Telephone: +1 860-594-0404 email: hmichel@arrl.org
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Hi Mark, I agree with you, but I asked the question directly in the Board meeting and the response was that we were to only file the current change. This is reflected in the meeting minutes. BTW, I did make ODV aware of this inconsistency in early January. Howard On 2/8/2019 3:11 PM, Tharp, Mark, KB7HDX (VD, EWA) wrote: Perhaps I am missing something here, but the version posted on the ARRL web includes all these changes and is the document the members "assume" we are operating under. I do not see how we can simply ignore, or not submit the changes to the state without another board action. I would think if the board feels some of this no longer needs to be in effect then that can be addressed in July, but for now, all the changes should be submitted to align what the State has with what we are operating under and what members have already seen. This was an administrative oversight in the first place. If proper filings were made after the past BOD meetings, this discussion would not be taking place. In my humble opinion :) Mark J. Tharp VD NW Div. On Fri, Feb 8, 2019 at 11:30 AM Michel, Howard, WB2ITX (CEO) <wb2itx@arrl.org<mailto:wb2itx@arrl.org>> wrote: Dear Officers, Directors and Vice Directors, I recently spoke with Ed Spinella, our CT special counsel. Ed is assisting with the effectuation of amendment(s) to our Articles of Association with the CT Secretary of State. Ed asked me to confirm his understanding of the resolution passed by the Board at its meeting earlier this month (see attached). The resolution approves the addition of a sentence to the end of Article 1 to conform with Section 33-1026(a)(2) of the Connecticut Revised Nonstock Corporation Act. Ed wanted to confirm the Board’s directive regarding the other amendments previously approved by the Board at its meetings in July 2011, January 2015, July 2017 and July 2018 as outlined on the attached document . None of these amendments have been formally effectuated with the Connecticut Secretary of State. I am attaching ARRL’s most recent Amended and Restated Articles of Association on file with the Connecticut Secretary of State (effective as of March 2, 2010). Ed’s advice is that the other amendments approved by the Board after 3/2/10 are not effective until a Certificate of Amendment is filed and accepted by the Secretary of State. Regarding the amendments previously authorized by the Board, Ed has advised that the July 2017 and July 2018 amendments reflect relatively common director and officer indemnification and liability limitation provisions, consistent with the advice of our former Connecticut special counsel (Day Pitney). Ed also advised that ARRL already has some degree of indemnification and liability limitation in place and that the July 2017 and July 2018 amendments authorized by the Board would increase the current levels of director and officer indemnification and liability limitation. Ed and I both interpreted the Board’s resolution and related deliberation to authorize the effectuation of solely one amendment to the Articles, the additional sentence added to the end of Article 1 to conform with Section 33-1026(a)(2) of the Connecticut Revised Nonstock Corporation Act. I have directed Ed to prepare the Secretary of State filing accordingly. Ed has advised me that ARRL should consider revisiting the July 2017 and July 2018 amendments as soon as practicable. I am not clear whether the current Board still feels additional indemnification and liability protection for directors, vice directors, and officers is reasonable and in the best interests of ARRL. Please let me know if any of you have differing recollections and/or concerns as I have asked Ed to prepare and file the Amendment(s) next week. 73, Howard, WB2ITX -- Howard E. Michel, WB2ITX Chief Executive Officer ARRL, The National Association for Amateur Radio™ 225 Main Street, Newington, CT 06111-1494 USA Telephone: +1 860-594-0404 email: hmichel@arrl.org<mailto:hmichel@arrl.org> _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org<mailto:arrl-odv@reflector.arrl.org> https://reflector.arrl.org/mailman/listinfo/arrl-odv -- Howard E. Michel, WB2ITX Chief Executive Officer ARRL, The National Association for Amateur Radio™ 225 Main Street, Newington, CT 06111-1494 USA Telephone: +1 860-594-0404 email: hmichel@arrl.org<mailto:hmichel@arrl.org>
The purpose of delaying approval of the accumulated amendments is that it affords the current Board an opportunity to review those amendments for accuracy of content. I am informed that at least one of the amendments was not fully explained to the Board by prior counsel in a manner that did not allow it to be fully vetted. I, for one, would like to take another look at those amendments. Most of them are probably fine, but I don't see any need for haste.Jim K6JAT Sent from my Sprint Samsung Galaxy S8. -------- Original message --------From: "Michel, Howard, WB2ITX (CEO)" <wb2itx@arrl.org> Date: 2/8/19 12:19 PM (GMT-08:00) To: "Tharp, Mark, KB7HDX (VD, EWA)" <kb7hdx@gmail.com>, "Michel, Howard, WB2ITX (CEO)" <wb2itx@arrl.org> Cc: arrl-odv <arrl-odv@reflector.arrl.org>, "Edward B. Spinella" <espinella@murthalaw.com> Subject: [arrl-odv:27990] Re: changes to articles of association Hi Mark, I agree with you, but I asked the question directly in the Board meeting and the response was that we were to only file the current change. This is reflected in the meeting minutes. BTW, I did make ODV aware of this inconsistency in early January. Howard On 2/8/2019 3:11 PM, Tharp, Mark, KB7HDX (VD, EWA) wrote: Perhaps I am missing something here, but the version posted on the ARRL web includes all these changes and is the document the members "assume" we are operating under. I do not see how we can simply ignore, or not submit the changes to the state without another board action. I would think if the board feels some of this no longer needs to be in effect then that can be addressed in July, but for now, all the changes should be submitted to align what the State has with what we are operating under and what members have already seen. This was an administrative oversight in the first place. If proper filings were made after the past BOD meetings, this discussion would not be taking place. In my humble opinion :) Mark J. Tharp VD NW Div. On Fri, Feb 8, 2019 at 11:30 AM Michel, Howard, WB2ITX (CEO) <wb2itx@arrl.org> wrote: Dear Officers, Directors and Vice Directors, I recently spoke with Ed Spinella, our CT special counsel. Ed is assisting with the effectuation of amendment(s) to our Articles of Association with the CT Secretary of State. Ed asked me to confirm his understanding of the resolution passed by the Board at its meeting earlier this month (see attached). The resolution approves the addition of a sentence to the end of Article 1 to conform with Section 33-1026(a)(2) of the Connecticut Revised Nonstock Corporation Act. Ed wanted to confirm the Board’s directive regarding the other amendments previously approved by the Board at its meetings in July 2011, January 2015, July 2017 and July 2018 as outlined on the attached document . None of these amendments have been formally effectuated with the Connecticut Secretary of State. I am attaching ARRL’s most recent Amended and Restated Articles of Association on file with the Connecticut Secretary of State (effective as of March 2, 2010). Ed’s advice is that the other amendments approved by the Board after 3/2/10 are not effective until a Certificate of Amendment is filed and accepted by the Secretary of State. Regarding the amendments previously authorized by the Board, Ed has advised that the July 2017 and July 2018 amendments reflect relatively common director and officer indemnification and liability limitation provisions, consistent with the advice of our former Connecticut special counsel (Day Pitney). Ed also advised that ARRL already has some degree of indemnification and liability limitation in place and that the July 2017 and July 2018 amendments authorized by the Board would increase the current levels of director and officer indemnification and liability limitation. Ed and I both interpreted the Board’s resolution and related deliberation to authorize the effectuation of solely one amendment to the Articles, the additional sentence added to the end of Article 1 to conform with Section 33-1026(a)(2) of the Connecticut Revised Nonstock Corporation Act. I have directed Ed to prepare the Secretary of State filing accordingly. Ed has advised me that ARRL should consider revisiting the July 2017 and July 2018 amendments as soon as practicable. I am not clear whether the current Board still feels additional indemnification and liability protection for directors, vice directors, and officers is reasonable and in the best interests of ARRL. Please let me know if any of you have differing recollections and/or concerns as I have asked Ed to prepare and file the Amendment(s) next week. 73, Howard, WB2ITX -- Howard E. Michel, WB2ITX Chief Executive Officer ARRL, The National Association for Amateur Radio™ 225 Main Street, Newington, CT 06111-1494 USA Telephone: +1 860-594-0404 email: hmichel@arrl.org _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-odv -- Howard E. Michel, WB2ITX Chief Executive Officer ARRL, The National Association for Amateur Radio™ 225 Main Street, Newington, CT 06111-1494 USA Telephone: +1 860-594-0404 email: hmichel@arrl.org
participants (3)
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k6jat -
Mark J Tharp -
Michel, Howard, WB2ITX (CEO)