Dick, I have more than a few questions about this. Overall, I would ask which Board Committee or which motion of the Board authorized you to conduct this investigation of legal expenses? If this is in connection with your work with the Administration and Finance Committee, did the Committee ask you to conduct this investigation or did you unilaterally decide to do it yourself? What motivated you to conduct this investigation of legal expenses? Finally, in the January 3, 2018 letter by the group of dissidents led by your former Vice Director and your friend Marty Woll, which was addressed to ARRL Maxim Society and Legacy Circle Members, there is a claim that "the ARRL Board's governance proposals have generated significant undisclosed legal fees". It states that the Board has "spent significant amounts on legal advice from a Connecticut Law Firm that has issued its opinions with regard to the legality of the Code of Conduct and proposed rule changes." No one associated with the small "my ARRL voice" group would have been in any position to make that (false) claim but for information that was disclosed to them by a current Board member. It would seem apparent that the source of that information is yourself. Did you disclose any information about legal fees and legal work done by Day, Pitney to any source outside the Board? If not do you know who did? I would hope that the Ethics and Elections Committee will investigate this matter without delay. 73, Chris W3KD On Mon, Jan 15, 2018 at 11:41 AM, Richard J. Norton < richardjnorton@gmail.com> wrote:

*Introduction*

Below is certain cost information about the League's use of legal-service firms during 2016 and part of 2017 and fees and expenses connected therewith.

*Board Involvement*

The ARRL Director's Workbook says -

[General] Counsel shall be selected by and report to the Board of Directors. It is the Board who employs the Counsel and it is to the Board that the Counsel is responsible.

The Board selects the CEO, who has authority to employ specialized counsels.

*Sources of Information*

On September 19, 2017, the undersigned received copies of certain legal bills paid by the League during 2016 and in 2017, up to that date .

*Letters of Engagement - Retainers*

The use of letters of engagement has long been considered a best practice. In some states, there are even rules about letters of engagement / retainers (“Agreements”). The American Bar Association and other bar associations advise that significant users of legal services should have such Agreements, which define what will be done by a legal services provider and what costs and expenses are expected.

I have been advised that ARRL does not use such Agreements to either define the scope of work or to set or estimate the associated fees and expenses. Rather, tasking appear to be based on oral communication. The costs and expenses charged to the League appear in some cases to be defined or determined by the service provider via its bills.

As regards bills for legal services, several factors make it difficult and/or time-consuming to determine the costs associated with any particular project or activity and, therefore, to project, manage, or even analyze those costs:

1) Charges related to different tasks are intermingled; subtotals of charges sorted by activities are not provided.

2) Some of the bills do not break out the dollar cost of each charge; they provide only the number of hours worked by individuals.

Further, it appears from the billings that ARRL is paying standard, undiscounted rates to its providers. If any billing discretion, courtesy discounts, or other discounts are being given, it is not apparent from the bills.

*Service Providers*

1) In 2016 and in 2017, the Day Pitney law firm submitted its bills for the services of its employees; largely by Day Pitney partner Mr. David Swerdloff, who charged $715 per hour for his services in 2017. The Day Pitney bills intermingle charges for work on governance issues, trademark issues, and employee issues and the invoices only show names and hours worked, not individual dollar cost components. Day Pitney bills all out-of-pocket expenses as part of its billings for professional time.

2) In 2016 and in 2017, Booth, Freret & Imlay, LLC submitted bills for services delivered by the League's General Counsel, Mr. Christopher D. Imlay. All work billed, legal and lobbying, was performed by Mr. Imlay at a rate of $100 per hour.

The ARRL Director's Workbook states:

Counsel shall attend such meetings of the Board of Directors and of the Executive Committee as may be required....Counsel shall be reimbursed for direct travel expenses and not more than six hours per day of professional time while in attendance at meetings.

Booth, Freret & Imlay, LLC appears to have billed the League for 7.5 hours (not 6) for each day of attendance at all meetings plus 7.5 hours for his travel to Connecticut. The additional time billed may be related to non-meeting services, but no documentation was found relating to what those services might have been.

Mr. Imlay submitted personal ARRL Travel Expense Reimbursement Forms for expenses related to Board and Committee meetings, while the professional labor charges for the travel and attendance at the same events were billed by Booth, Freret & Imlay, LLC as charges for professional services. Booth, Freret & Imlay, LLC invoices also contained other travel expenses not related to Board or Committee meeting attendance, which were billed as Reimbursable Expenses.

3) The League has trademark related bills in 2016 and 2017 from Tepper Law Firm, LLC, where all work was performed by Mr. Cary S. Tepper at a rate of $175 per hour. Previously, Mr. Tepper was associated with the Booth, Freret & Imlay PC firm.

4) In October 2016, the League paid the Cozen O'Conner law firm a $5,000 fee for defense against the Ames lawsuit. The fee was the League's share of the defense costs paid by the League's D&O insurance carrier.

*Day Pitney Billing Overview*

The Day Pitney bills received in September, together with related communication, show the following total billings:

2010 $984

2011 $0

2012 $0

2013 $0

2014 $0

2015 $0

2016 $0 January - August 2016

$26,415 September – December 20161 <https://mail.google.com/mail/u/0/#m_-5831019186225488646_sdfootnote1sym>

2017 $47,030 January - June.

Note that in or around September 2016, it became well known that Mr. Imlay was not licensed to practice law in Connecticut.

Day Pitney LLP is a law firm with approximately 300 attorneys in 11 offices in five states and Washington, D.C.

*Booth, Freret & Imlay, LLC Billing Overview*

In 2016, Booth, Freret & Imlay billed the League for $155,719, representing 1,568 hours. The League was not charged for Mr. Imlay's professional services at the Puerto Rico Section Convention, although the League reimbursed Mr. Imlay $1.908 for personal travel and accommodations .

During the first seven months of 2017, Booth, Freret & Imlay billed the League $100,852, representing 1003.3 hours.

The 1,568 hours billed in 2016 represent almost 90% of the hours that a full-time League employee working out of the League headquarters office would work. The 1003 hours billed in the first seven months of 2017 are close to 100% of that of a full-time employee.

According to its Web site ( http://www.imlaylaw.com ), Booth, Freret & Imlay, LLC is a telecommunications law firm whose practice is *limited* to Federal Communications Law. (emphasis added)

The percentage of time billed for communications law (including tower issues) in the firm’s 2017 bills was:

January 19.6%

February 6.3%

March 18.6%

April 6.9%

May 7.7%

June 18.9%

July 4.2%.

For the first seven months of 2017, Mr. Imlay's communications law work represented approximately 11% of his total billings.

73,

Dick Norton, N6AA

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-- Christopher D. Imlay Booth, Freret & Imlay, LLC 14356 Cape May Road Silver Spring, Maryland 20904-6011 (301) 384-5525 telephone (301) 384-6384 facsimile W3KD@ARRL.ORG