*The following, and the attached are attorney-client privileged communications and work-product and are not for disclosure.* Greetings. At the instruction of the President and after extensive review of the attachment hereto by the Executive Committee, I am circulating for the Board's review prior to the upcoming meeting a draft of what is in essence a code of conduct for Board members and Vice Directors. This document was prepared at the direction of President Roderick. It was drafted by Vice President Jay Bellows and edited by Jay and myself. In preparing it, Jay and I used as models a wide variety of nonprofit associations' codes of conduct. In addition, we incorporated the board governance materials prepared by the Day, Pitney law firm and the presentation they made to the Board last July. Following review of a draft of this document by the Executive Committee, we sent the document to Day, Pitney for their review and suggested edits. They provided some good, helpful clarifying edits and the attached is the result, following further Executive Committee review. The Executive Committee recommends, in the interest of furthering good Board governance, that the Board adopt this document as policy regarding Board and Vice Director conduct. There is expected to be a motion from the Executive Committee to adopt the policy attached hereto at this meeting. 73, Chris W3KD -- 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