Board Of Directors Notified Of Special Meeting Of The Board

Board Of Directors Notified Of Special Meeting Of The Board

Announcement Date: September 30, 2016

[Note: Apparently ARRL HQ contacted an attorney licensed to practice in the State of Connecticut and was told that K4AC’s 9/28/2016 email was correct; such a vote could not be taken via email, it has to be in a “live” meting. The Special Meeting of the Board that was held likely still does not cure the problem as the only allowable subject was the proposed resolution, not the underlying decisions.]

ON THE INSTRUCTIONS OF PRESIDENT RICK RODERICK, I AM NOTIFYING YOU OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS. THE AGENDA IS ATTACHED AS A DOCUMENT FILE.

RESPECTFULLY,

TOM GALLAGHER
SECRETARY

TO THE MEMBERS OF THE BOARD OF DIRECTORS OF the american radio relay league, incorporated:

NOTICE IS HEREBY GIVEN that a Special Meeting of the Board of Directors of The American Radio Relay League, Incorporated (the “Corporation”) will be held at 11:00 a.m. Eastern Time on Wednesday, October 5, 2016 by telephone conference call.  This Special Meeting has been called at the written request of at least one-half of the membership of the Board of Directors of the Corporation.

The purpose of the Special Meeting is limited to consideration of the resolutions set forth in Exhibit A attached hereto.

Participants may join the Special Meeting by connecting to the gotomeeting.com link below

OD Meeting
Wed, Oct 5, 2016 11:00 AM – 2:00 PM Eastern Standard Time

Please join my meeting from your computer, tablet or smartphone.
REDACTED

As an additional audio backup, participants may also join by dialing REDACTED or REDACTED and then entering the following codes: Audio bridge REDACTED; Passcode: REDACTED.

Please confirm your attendance upon receipt of this notice by email reply or by calling Carla Pereira at REDACTED.

Sincerely,

/s/ Rick Roderick

Rick Roderick
President


Exhibit A

Proposed Resolutions for Adoption at the October 5, 2016 Special Meeting of the Board of Directors of The American Radio Relay League, Incorporated. (the “Corporation”)

WHEREAS: Doug Rehman, K4AC (“Rehman”) and Greg Sarratt, W4OZK (“Sarratt”) were nominated to serve as the member of the Board of Directors from the Southeastern Division for the term commencing on January 1, 2017;

WHEREAS: The Ethics and Election Committee of the Board of Directors (the “E&E Committee”) has reviewed and evaluated certain complaints regarding election activities by and on behalf of Rehman and Sarratt;

WHEREAS: The E&E Committee determined that the complaints filed regarding Sarratt did not justify his disqualification from election to the Board of Directors;

WHEREAS: The E&E Committee determined that the complaints filed regarding Rehman justified his disqualification from re-election to the Board of Directors, and the E&E Committee issued an extensive report regarding the same;

WHEREAS: Rehman and Sarratt were the only two candidates to the Board of Directors from the Southeastern Division;

WHEREAS: Based on their findings, the E&E Committee determined that Sarratt was the only qualified candidate for election to the Southeastern Division and further determined that Sarratt be declared elected to the Board of Directors for the term commencing on January 1, 2017;

WHEREAS: Pursuant to Section 41 of the Bylaws of the Corporation, as amended, upon the written request of any candidate for that office, the Board of Directors may, in its sole discretion, review and change decisions made by the E&E Committee;

WHEREAS: Rehman requested the Board of Directors to review the decisions made by the E&E Committee with respect to the complaints filed regarding himself and Sarratt;

WHEREAS: The Corporation circulated the reports of the E&E Committee to the Board of Directors and asked Board members to reply, by email, as to whether or not the Board of Directors should review the decisions made by the E&E Committee regarding the qualification of Rehman and Sarratt to serve as members of the Board of Directors;

WHEREAS: With respect to the first question, “Should the Board review the decision of the Ethics and Elections Committee regarding the complaint of Doug Rehman, K4AC concerning the election flyer of Greg Sarratt, W4OZK,” Board members voted as follows:

YES: None
NO: Directors Blocksome, Boehner, Carlson, Frenaye, Lisenco, Norris, Norton, Olson, Pace, Vallio and Williams
ABSTAIN: Directors Allen, Abernethy and Woolweaver
RECUSAL: Director Rehman,

WHEREAS: With respect to the second question, “Should the Board review the decision of the Ethics and Elections Committee finding Doug Rehman, K4AC, ineligible for re-election,” Board members voted as follows:

YES: Director Norton;
NO: Directors Blocksome, Boehner, Carlson, Frenaye, Lisenco, Norris, Olson, Pace, Vallio and Williams
ABSTAIN: Director Allen
NOT VOTING: Directors Abernethy, Rehman, Woolweaver

WHEREAS: With respect to the third question, “Should the Board review the decision of the Ethics and Elections Committee regarding the ethics complaint by Doug Rehman, K4AC, requesting disqualification of Greg Sarratt,” Board members voted as follows:

YES: None
NO: Directors Blocksome, Boehner, Carlson, Frenaye, Lisenco, Norris, Norton, Olson, Pace, Vallio and Williams
ABSTAIN: Director Allen
NOT VOTING: Directors Abernethy, Rehman and Woolweaver

AND WHEREAS: Upon advice of Connecticut counsel to the Corporation, the Board of Directors has been asked to ratify and approve the votes taken by email in a formal telephonic meeting;

NOW, THEREFORE, BE IT:

RESOLVED: That the Board of Directors hereby ratifies the vote of the members of the Board not to review the following decisions of the E&E Committee and determines not to review such decisions:

• the decision regarding the complaint of Doug Rehman, K4AC concerning the election flyer of Greg Sarratt, W4OZK;
• the decision finding Doug Rehman, K4AC, ineligible for re-election; and
• the decision regarding the ethics complaint by Doug Rehman, K4AC, requesting disqualification of Greg Sarratt.

RESOLVED: That the Board of Directors hereby ratifies and approves the decision of the E&E Committee declaring Sarratt the only candidate eligible for election to the Board of Directors from the Southeastern Division for the term commencing on January 1, 2017 and therefore declaring that Sarratt was elected a member of the Board of Directors for such term.