[arrl-odv:25438] Thursday Night Board Meeting Informal Session
Greetings. Tom Gallagher mentioned to Barry Shelley and me recently that ARRL has not done much for new Board members by way of training in board governance. Having for the past few years served as a member of a nonprofit board of a Quaker school in Maryland, and having seen the voluminous package of books and materials that are provided by the school to incoming Board members expected to serve three-year terms, I concurred with Tom that it is necessary to provide that training and the fact that we haven't done so is unfair to our Board. Some current members of the Board are intimately familiar with responsibilities of Board members, protection of Board members from individual liability, and practices for good governance. Others have not had such exposure before becoming an ARRL Board member. With that in mind, Tom asked Barry Shelley and me to make arrangements for a presentation to the Board on Thursday evening on the subject after dinner and we have done so, with concurrence from President Roderick. Specifically, we have arranged for a presentation by two partners from the Hartford law firm Day, Pitney. we have used this top-flight Firm for many years for Connecticut and general corporate law matters. Two principals of the Firm will provide to us a talk on corporate governance and best practices for Boards of Directors. David Swerdloff, a partner at Day, Pitney, is a former Chairman of the Day Pitney Corporate and Business Law Department as well as the Connecticut Bar Association’s Business Law Committee. Jennifer Pagnillo, also a partner, is co-Chair of Day Pitney’s Tax Exempt Organizations and Charitable Giving practice group. Both have extensive experience in governance issues and are well-positioned to provide us with professional guidance on the operations of non-profit Boards, pitfalls to avoid, and efficient Board practice. After the session, they will provide us with a memo on the topics of their presentation, so we can use it for incoming Board members in the future. David and Jennifer will be joining us for dinner prior to the Board session, where I am sure they will be made welcome. 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
Chris: I look forward to the presentation. Hopefully the presenters will be well briefed in advance of the unique non-profit board that we are. Some advice that is applicable for a typical non-profit board would be wholly inappropriate for our board as we don’t just meet 2x or 4x per year—we are directly elected by the members of our individual Divisions, owe a duty to them, and regularly interact with them electronically and in person. Doug K4AC From: arrl-odv [mailto:arrl-odv-bounces@reflector.arrl.org] On Behalf Of Christopher Imlay Sent: Thursday, July 7, 2016 4:01 PM To: arrl-odv <arrl-odv@arrl.org> Subject: [arrl-odv:25438] Thursday Night Board Meeting Informal Session Greetings. Tom Gallagher mentioned to Barry Shelley and me recently that ARRL has not done much for new Board members by way of training in board governance. Having for the past few years served as a member of a nonprofit board of a Quaker school in Maryland, and having seen the voluminous package of books and materials that are provided by the school to incoming Board members expected to serve three-year terms, I concurred with Tom that it is necessary to provide that training and the fact that we haven't done so is unfair to our Board. Some current members of the Board are intimately familiar with responsibilities of Board members, protection of Board members from individual liability, and practices for good governance. Others have not had such exposure before becoming an ARRL Board member. With that in mind, Tom asked Barry Shelley and me to make arrangements for a presentation to the Board on Thursday evening on the subject after dinner and we have done so, with concurrence from President Roderick. Specifically, we have arranged for a presentation by two partners from the Hartford law firm Day, Pitney. we have used this top-flight Firm for many years for Connecticut and general corporate law matters. Two principals of the Firm will provide to us a talk on corporate governance and best practices for Boards of Directors. David Swerdloff, a partner at Day, Pitney, is a former Chairman of the Day Pitney Corporate and Business Law Department as well as the Connecticut Bar Association’s Business Law Committee. Jennifer Pagnillo, also a partner, is co-Chair of Day Pitney’s Tax Exempt Organizations and Charitable Giving practice group. Both have extensive experience in governance issues and are well-positioned to provide us with professional guidance on the operations of non-profit Boards, pitfalls to avoid, and efficient Board practice. After the session, they will provide us with a memo on the topics of their presentation, so we can use it for incoming Board members in the future. David and Jennifer will be joining us for dinner prior to the Board session, where I am sure they will be made welcome. 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 <mailto:W3KD@ARRL.ORG>
That is a good point, Doug. They do understand already that we have a regionally elected directorate. I am not sure we have yet explained to them about our absolutely unique vice director concept but we will do that. I think you will find that the presentation is pretty basic non-profit law that applies to all nonprofits though. It is something of a primer. You may already know all this stuff but our theory is that not all of our Board members do and future Board members may not as well. 73, Chris W3KD On Fri, Jul 8, 2016 at 2:27 PM, Doug Rehman <doug@k4ac.com> wrote:
Chris:
I look forward to the presentation. Hopefully the presenters will be well briefed in advance of the unique non-profit board that we are. Some advice that is applicable for a typical non-profit board would be wholly inappropriate for our board as we don’t just meet 2x or 4x per year—we are directly elected by the members of our individual Divisions, owe a duty to them, and regularly interact with them electronically and in person.
Doug
K4AC
*From:* arrl-odv [mailto:arrl-odv-bounces@reflector.arrl.org] *On Behalf Of *Christopher Imlay *Sent:* Thursday, July 7, 2016 4:01 PM *To:* arrl-odv <arrl-odv@arrl.org> *Subject:* [arrl-odv:25438] Thursday Night Board Meeting Informal Session
Greetings. Tom Gallagher mentioned to Barry Shelley and me recently that ARRL has not done much for new Board members by way of training in board governance. Having for the past few years served as a member of a nonprofit board of a Quaker school in Maryland, and having seen the voluminous package of books and materials that are provided by the school to incoming Board members expected to serve three-year terms, I concurred with Tom that it is necessary to provide that training and the fact that we haven't done so is unfair to our Board. Some current members of the Board are intimately familiar with responsibilities of Board members, protection of Board members from individual liability, and practices for good governance. Others have not had such exposure before becoming an ARRL Board member.
With that in mind, Tom asked Barry Shelley and me to make arrangements for a presentation to the Board on Thursday evening on the subject after dinner and we have done so, with concurrence from President Roderick. Specifically, we have arranged for a presentation by two partners from the Hartford law firm Day, Pitney. we have used this top-flight Firm for many years for Connecticut and general corporate law matters. Two principals of the Firm will provide to us a talk on corporate governance and best practices for Boards of Directors. David Swerdloff, a partner at Day, Pitney, is a former Chairman of the Day Pitney Corporate and Business Law Department as well as the Connecticut Bar Association’s Business Law Committee. Jennifer Pagnillo, also a partner, is co-Chair of Day Pitney’s Tax Exempt Organizations and Charitable Giving practice group. Both have extensive experience in governance issues and are well-positioned to provide us with professional guidance on the operations of non-profit Boards, pitfalls to avoid, and efficient Board practice. After the session, they will provide us with a memo on the topics of their presentation, so we can use it for incoming Board members in the future.
David and Jennifer will be joining us for dinner prior to the Board session, where I am sure they will be made welcome.
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
-- 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
participants (2)
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Christopher Imlay -
Doug Rehman