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ARRL White Paper Provides Context for Recommended Governance Changes

05/23/2018

ARRL has released a “white paper” that provides some context to explain proposed alterations to the Articles Of Association and By Laws that the Executive Committee (EC) of the Board of Directors recommended for full Board passage at its April 21 meeting. Study continues of the so-called “Code of Conduct” for Board members, known officially as the ARRL Policy on Board Governance and Conduct of Members of the Board of Directors and Vice Directors, with changes to be recommended for later Board consideration.

At its January meeting, the Board pledged to provide the membership with the rationale and purpose behind proposed changes to the Articles and By Laws that it had adopted last July. In April the EC recommended minor revisions to two new amendments to ARRL’s Articles of Association and one change to its By-Laws for Board approval at its July 2018 meeting. In all, four changes are being proposed.

One proposed change involves the wording of the Articles that address indemnification and personal liability of ARRL Directors, Vice Directors, and officers. Although the Board had adopted new Articles 15 and 16 at its July 2017 meeting, ARRL’s Connecticut counsel recommended two revisions, requiring Board approval, to make the wording of those changed sections consistent with Connecticut state statutes.

Article 15 addresses personal liability of Directors, Vice Directors, and volunteer and staff officers for damages due to a breach of duty in their respective roles, provided the breach did not involve a “knowing and culpable” violation of law, improper personal economic gain, a lack of good faith, and conscious disregard or sustained and unexcused pattern of inattention amounting to abdication of duty.

Article 16 would provide indemnification of Directors, Vice Directors, and volunteer and staff officers for any monetary judgement based on any actions taken or any failure to take action, except under the circumstances listed in Article 15.

A change to the wording of Article 1 would add “ARRL, the national association for Amateur Radio” as an informal name for the organization, in addition to “American Radio Relay League, Inc.” This adds the informal name of the organization to the formal name spelled out in Article 1 to indicate that either rendering is a proper description of the organization.

A clarification of the Directors/Vice Directors election cycle spelled out in By Law 23 also was required. This involved only a wording change to include the correct years involved.

The minutes of the April 21 ARRL Executive Committee meeting include the specific wording of the proposed changes.

The Board made two specific edits to the “Code of Conduct” at its January meeting and directed the EC to review the remaining provisions with the intention of presenting those to the full Board. The EC began this process at its April meeting, considering a simplified version of a document recommended by the National Council of Nonprofits but realized it would take longer than anticipated to complete this review and present its findings to the Board and the membership. The EC expects to have a discussion and a proposal for the Board’s consideration later this year.



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