Jay, where your proposals would amend language in the existing AA&BL, it would help me a great deal if we could receive a comparison document indicating exactly where language is being added and deleted. In the proposed new By-Law 47, the expression "investment interest" appears in the Definitions paragraph, which bears upon the Disclosure requirement later on and which applies to the Board member's "family" as well as to the individual. Do I correctly understand the intention of this new By-Law is to require members of the Board to disclose all investments -- stocks, bonds, mutual funds, etc. -- owned by the Board member and his or her family? How about trusts of which the person and/or family members are beneficiaries? Does "family" refer only to one's spouse and minor children, or could it also include one's parents and adult children? Does it include the partners of unmarried couples who live together? The E&E committee will be busy checking out all that information about the contents of our investment portfolios, and they will have some interesting judgment calls to make. What criteria will define a conflict or pervasive conflict based on investments? Surely we don't intend to make that up as we go along? How many of us incumbents would find ourselves ineligible under the proposed new rules? We can't answer that because we don't know what criteria the E&E would apply. What happens to the financial information after the E&E reviews it? Don't we need a privacy policy about that? If the idea behind these changes is to enlarge the pool of potential Board members, the requirement to disclose the gory details of one's family's financial resources to the E&E committee may have quite the opposite effect. After all, to most challenger candidates the E&E committee members are total strangers. It is proposed that, "Neither the Board nor any Committee of the Board shall vote upon any proposed matter, transaction, contract, or arrangement in connection with which an actual or possible conflict of interest has been disclosed by a Board Member until such time as the Elections and Ethics Committee has addressed the actual or possible conflict of interest." How would that affect the League's ability to carry on business in a timely way, if the Board and its committees have to call halts for the E&E to make determinations about conflict of interest? It might happen rarely, or it might happen a lot. Who can say? What happens if a Director disagrees with the E&E's determination that he or she should recuse? Is there any appeal? What happens if both Director and Vice Director have a conflict on a particular matter, so neither can vote? As long as there is a quorum, does it matter that some Divisions might not be represented in a vote? Is that situation likely? Probably not. But sometimes the unlikely worst case is the case, as the captain of the Titanic had a brief opportunity to consider. There is a discrepancy between the existing provisions of Article 11 and the provisions of By-Law 12 that might be addressed in this context. Article 11 says that Vice Presidents are subject to the Article. That's fine. But under By-Law 12, "any Vice‑President other than the First Vice‑President" can be a compensated employee of the League. This allows the Board to elect a League employee to be 2nd VP or International Affairs VP. But an employee of the League can't pass Article 11 requirements as it now reads, let alone as Jay's amendment would re-cast it. I suggest that we should amend By-Law 12 to delete the phrase "and any Vice‑President other than the First Vice‑President," to eliminate the self-contradiction regarding Vice Presidents. The Treasurer can also be a compensated person under By-Law 12, but the proposed new By-Law 47 brings the Treasurer under the conflict of interest rules in the Definitions paragraph. I'm not clear on how the logic of that is going to work. Before the Board votes one way or the other on these proposals, I hope that we'll have the patience to think things through and throughly air out the possible/probable consequences. As Fried used to say, "The devil is in the details." I just don't know if sufficient consideration can be done at one Board meeting. These are not trivial changes and would be a significant legacy, both practical and philosophical, that we leave to future Boards. 73 - Kay N3KN