Minutes of the 2009 Annual Meeting
ARRL Board of Directors
January 16-17, 2009
1. Roll Call
2. Moment of Silence
3. Courtesies
4. Consideration of the Agenda for the meeting
5. Elections
6. Consent Agenda
7. Consideration of items removed from Consent Agenda
8. Consideration of recommendations of Standing Committees
9. Consideration of additional recommendations as contained in reports
10. Discussion of membership input to strategic planning process
11. Directors’ motions
12. Any other business
1. Pursuant to due notice, the Board of Directors of the American Radio Relay League, Inc. met in annual session at the Hartford/Windsor Airport Marriott in Windsor, Connecticut, on Friday, January 16, and Saturday, January 17, 2009. The meeting was called to order at 9:00 AM EST January 16 with President Joel Harrison, W5ZN, in the Chair and the following Directors present:
Bill Edgar, N3LLR, Atlantic Division
George R. Isely, W9GIG, Central Division
Jay Bellows, KØQB, Dakota Division
Mickey D. Cox, K5MC, Delta Division
Jim Weaver, K8JE, Great Lakes Division
Frank Fallon, N2FF, Hudson Division
Bruce Frahm, KØBJ, Midwest Division
Tom Frenaye, K1KI, New England Division
Jim Fenstermaker, K9JF, Northwestern Division
Bob Vallio, W6RGG, Pacific Division
Dennis Bodson, W4PWF, Roanoke Division
Brian Mileshosky, N5ZGT, Rocky Mountain Division
Gregory A. Sarratt, W4OZK, Southeastern Division
Dick Norton, N6AA, Southwestern Division
Coy Day, N5OK, West Gulf Division
Also present without vote were Kay C. Craigie, N3KN, First Vice President; Rick Roderick, K5UR, Vice President; Rod Stafford, W6ROD, International Affairs Vice President; James McCobb, K1LU, Treasurer; David Sumner, K1ZZ, Executive Vice President/Chief Executive Officer and Secretary; Chief Technology Officer Paul Rinaldo, W4RI; Chief Operating Officer Harold Kramer, WJ1B; Chief Financial Officer Barry J. Shelley, N1VXY, and Chief Development Officer Mary M. Hobart, K1MMH.
Also in attendance at the invitation of the Board as observers were International Amateur Radio Union President (IARU) Larry E. Price, W4RA; Radio Amateurs of Canada (RAC) President David Goodwin, VO1AU/VE3AAQ and the following Vice Directors: Tom Abernethy, W3TOM, Atlantic Division; Greg Widin, KØGW, Dakota Division; David A. Norris, K5UZ, Delta Division; Gary L. Johnston, KI4LA, Great Lakes Division; Joyce Birmingham, KA2ANF, Hudson Division; Clifford H. Ahrens, KØCA, Midwest Division; Mike Raisbeck, K1TWF, New England Division; William J. “Bill” Sawders, K7ZM, Northwestern Division; Andy Oppel, N6AJO, Pacific Division; Patricia M. Hensley, N4ROS, Roanoke Division; Dwayne Allen, WY7FD, Rocky Mountain Division; Nelson E. “Sandy” Donahue, W4RU, Southeastern Division; Martin Woll, N6VI, Southwestern Division; and Dr. David Woolweaver, K5RAV, West Gulf Division. Also present were General Counsel Christopher D. Imlay, W3KD; Membership and Volunteer Programs Manager David Patton, NN1N; and Brennan Price, N4QX, Technical Relations Manager.
Regrets were received from Central Division Vice Director Howard Huntington, K9KM, at being unable to attend. Great Lakes Division Vice Director Johnston was in the Director’s chair while Director Weaver was excused for a late arrival.
2. The assembly observed a moment of silence in recollection of Radio Amateurs who have passed away since the previous Board meeting, especially Carolyn Baily, NØLAL; Steve Baily, NØUS; Tom Baker, K8MMM; Branin Boyd, N3SAM; Allen R. Breiner Sr, W3TI; Fred Bremer, WDØEBJ; Marc Campbell, WØRBO; Paolo Cortese, I2UIY; Robert Dickinson, W3HJ; Ken Erickson, W7JF; Walter Farley, K4QE; Allen Ferrera, K6MXI; Keith Freeberg, N2BEL; Jan Fromm, AL7FH; Marshall Goldblatt, W4EMB; John Gorman, KB5HRR; Gene Harlan, WB9MMM; Harvey Hetland, N6MM; Frank Hurlbut III, KL7FH; Tom Kneitel, W4XAA; Lynn Lilla, W9DJQ; Harry Judd Mills, K4HU; Ray Pautz, NØRP; Norm Pedersen, KB6KQ; Roy A. Pedersen Sr, K9FHI; Dale Richardson, AA5XE; Edward M. Schneider, AA6O; Everett “Curly” Silva, K7HRW; Glenn P. Swanson, KB1GW; Rex Turner, W5RCI; ARRL President Emeritus George Wilson, W4OYI; and Deborah Woodbridge, NN1C.
3. At this time The Chair introduced the new Director of the Delta Division, Mickey Cox, K5MC, who in turn introduced new Delta Division Vice Director David Norris, K5UZ. IARU President Price delivered greetings on behalf of the IARU Administrative Council. As his second full term as IARU President winds down, he recapped some recent activity and described the leadership structure of the three IARU regional organizations.
4. Mr. Goodwin delivered greetings from RAC. As he mentioned during the previous ARRL Board meeting, RAC membership levels are increasing. RAC has published a new Operating Manual while continuing to push towards a more cooperative and forward-looking working arrangement with Industry Canada, Amateur Radio’s regulatory authority in Canada.
5. Mr. Frenaye, as President, reported on the activities of the ARRL Foundation. He noted that many groups and clubs have found it convenient and worthwhile to transfer the administration of their scholarships to the ARRL Foundation with its experience and wide-reaching ability to expose the awards to a large population of possible recipients.
6. On motion of Mr. Vallio, seconded by Mr. Johnston, the agenda for the meeting was ADOPTED.
7. The Chair opened nominations for Director members of the Executive Committee for one-year terms. Mr. Day nominated Mr. Edgar, Mr. Isely, Mr. Bellows, Mr. Frenaye, and Mr. Vallio. On motion of Mr. Bodson, seconded by Mr. Fenstermaker, it was unanimously VOTED to close nominations. President Harrison declared the nominees elected (Applause).
8. On motion of Mr. Frenaye, seconded by Mr. Edgar, the following were elected as Directors of the ARRL Foundation for three-year terms: Mr. Frenaye; Mr. Tom Comstock, N5TC; and Mr. Martin Green, K2PLF (Applause). Dr. Weaver joined the meeting at 9:30 AM.
9. On motion of Mr. Vallio, seconded by Mr. Edgar, the Board APPROVED the following items listed on the Consent Agenda:
10. Mr. McCobb updated the Board on the status of ARRL investments with emphasis on the strategies and reasoning behind how he executes his job as Treasurer. In common with the rest of the world, the ARRL’s portfolio lost value during the year. The Board was in recess from 10:10 AM until 10:30 AM, At this time, joining the meeting were Information Technology Department Manager Jon Bloom, KE3Z; Sales & Marketing Manager Bob Inderbitzen, NQ1R; and a group from Fathom, a contractor working for ARRL in a World Wide Web redesign project consisting of President Brent Robertson, KB1PYY; Vice President of Business Development Bob Margolis; Vice President Director of Accounts Kim Mitola; and Account Coordinator Janet Bowler. They gave a detailed presentation regarding the status of the project. Mr. Bloom and Mr. Inderbitzen and the representatives from Fathom departed the meeting at 11:30 AM.
11. Mr. Mileshosky expanded upon the written report of the Ad Hoc Committee on Scouting. The Committee is working towards creation of a Memorandum of Understanding with the Boy Scouts of America, and when that is finished they will pursue the same with the Girl Scouts of the USA. He highlighted opportunities for possible ARRL participation in the 100th Anniversary BSA National Scout Jamboree in 2010. The Board was in recess for luncheon and a group photograph from 12:09 PM until 1:17 PM, when the Board reconvened with all persons hereinbefore mentioned.
12. Mr. Sumner noted highlights from his written report and answered questions. He characterized ARRL’s past year as good overall with membership growing slightly despite the downturn in the economy.
13. Mr. Shelley expanded on the written report of the Chief Financial Officer adding that from his point of view the year was a good one for ARRL, with revenues meeting overall expectations except for voluntary contributions. He then gave a presentation explaining IRS’s updated Form 990, which is essentially a new form with new rules for reporting for non-profit organizations. The Board was in recess from 2:43 PM until 3:08 PM.
14. Mr. Imlay updated the Board on the status of projects under purview of the General Counsel. He gave a general overview of the FCC regulatory environment and what the Board should expect for 2009 considering the change of federal administration.
15. Mr. Johnston added to the written report of the Historical Committee, expressing the view that ARRL needs to refocus on its preservation and display efforts. After a discussion of the report the Chair requested that a group consisting of Messrs Johnston, Sumner, Frenaye, Bellows, Norton, and Ms Hobart discuss it further during a break in the meeting.
16. President Harrison took questions from the floor pertaining to the report of the Executive Committee. On motion of Mr. Day, seconded by Mr. Edgar, it was MOVED that the Bylaws of the ARRL shall be amended to add the following as Bylaw 5:
“Upon request, the Executive Vice President is authorized to maintain membership privileges without charge for the duration of a member’s active military deployment outside the ARRL operating territory as described in Bylaw 30, with or without the delivery of QST at the member’s option.”
A roll call vote being required with a minimum of 10 affirmative votes needed for adoption, the motion was ADOPTED unanimously.
17. On motion of Mr. Stafford, seconded by Mr. Isely, it was unanimously VOTED that the Secretary is instructed to cast an “Aye” vote on IARU Proposal No. 243 concerning the admission of Emirates Amateur Radio Society (EARS) to IARU membership.
18. On motion of Mr. Stafford, seconded by Mr. Edgar, it was unanimously VOTED that the Secretary is instructed to cast an “Aye” vote on IARU Proposal No. 244 concerning the admission of Kazakhstan Federation of Radiosports and Radioamateur to IARU membership.
19. On motion of Ms Craigie, seconded by Mr. Norton, it was VOTED that the following resolution be adopted:
WHEREAS, the Technology Task Force was created by the Board at the 1999 Annual Meeting to develop a strategy and plan of work for exploring new technologies, assessing their applicability to Amateur Radio and also developing a plan as to how to incorporate such new technology in the amateur radio service; and
WHEREAS, in the ten years since its creation, the Technology Task Force and associated Working Groups have carried out studies and offered recommendations, particularly with regard to digital voice, high-speed multi-media, and software-defined radio; and
WHEREAS, the original mission of the Technology Task Force may now be carried out more effectively by other means;
NOW, THEREFORE, BE IT RESOLVED, that the exploration and promotion of new Amateur Radio communications technologies shall continue to be an essential element of the ARRL’s mission; and
BE IT FURTHER RESOLVED, that the Technology Task Force is dissolved, with the Board of Directors’ sincere appreciation for the work done during the past ten years by all members of the Technology Task Force and associated Working Groups.
The Board was in recess from 4:18 PM until 9:00 AM Saturday, January 17, 2009, reconvening with all initial attendees present.
20. Mr. Harrison described the contributions made by IARU President Price to the positive image and influence that it enjoys in the international telecommunications community and especially at the ITU. He then presented a lifetime achievement award to Mr. Price recognizing his decades of service to ARRL and IARU in many different capacities (Standing Ovation).
21. At this point, Mr. Harrison announced committee appointments as follows: Administration and Finance: Directors Fenstermaker, Chairman; Weaver, Bodson, Mileshosky, Norton, Vice Director Ahrens, and Treasurer McCobb. Programs and Services: Directors Frahm, Chairman; Sarratt, Day, Cox, Fallon, and Vice Director Widin. Ethics and Elections: Directors Sarratt, Chairman; Mileshosky and Bellows. Ad-Hoc Scouting: Director Mileshosky, Chairman; Directors Edgar and Fenstermaker, and Larry Wolfgang, WR1B staff liaison. Ad Hoc Committee on the ARRL Foundation: Vice President Roderick, Chairman; Directors Frenaye and Fenstermaker, Mr. Sumner and Ms Hobart. He also announced the following appointments of Chairmen and Liaisons: Public Relations: Bill Morine, N2COP, Chairman; Vice Director Raisbeck, Board Liaison. Historical: Vice Director Johnston, Chairman. Legal Defense & Assistance Committee: Director Bellows, Chairman. Electromagnetic Compatibility: Director Bodson, Chairman. Band Planning: Vice President Roderick, Chairman. Microwave Band Planning: Tom Clark, K3IO, Chairman; Mr. Sumner, staff liaison. RF Safety: Greg Lapin, N9GL, Chairman. VHF/UHF Advisory: Kermit Carlson, W9XA, Chairman. DX Advisory: Chairman to be announced. Contest Advisory: Dick Green, WC1M, Chairman. Amateur Radio Direction Finding Coordinator: Joe Moell, KØOV.
22. On motion of Ms Craigie, seconded by Mr. Frenaye, it was VOTED that the following ARRL legislative objectives for the 111th Congress are adopted:
Objective #1: The ARRL seeks legislation to extend the requirement for “reasonable accommodation” of Amateur Radio station antennas (a requirement that now applies to state and local regulations) to all forms of land use regulation.
Objective #2: The ARRL opposes legislation that encourages the deployment of RF technologies such as broadband over power line (BPL) systems unless adequate safeguards against interference to licensed radiocommunication services are included in the legislation.
Objective #3: The ARRL opposes legislation that would diminish the rights of federal licensees in favor of unlicensed emitters, especially unintentional emitters.
Objective #4: The ARRL seeks recognition of the unique resources, capabilities, and expertise of the Amateur Radio Service in any legislation addressing communications issues related to emergencies, disasters, or homeland security.
Objective #5: The ARRL supports the complementary legislative objectives of other radiocommunication services, particularly the public safety and scientific services that require spectrum access and protection from interference for noncommercial purposes that benefit the public.
23. Mr. Fenstermaker expanded upon the written report of the Administration and Finance Committee. After discussion, on motion of Mr. Fenstermaker, seconded by Mr. Frahm, the Board VOTED at 9:25 AM to meet as a Committee of the Whole to discuss personnel matters, with only non-staff officers, Directors, Mr. Sumner and Mr. Shelley present. At 11:12 AM, the Committee of the Whole arose and reported to the Board. On motion of Mr. Bellows, seconded by Mr. Edgar it was VOTED to accept the report.
24. On motion of Mr. Fenstermaker, seconded by Mr. Bellows, it was VOTED that the 2009-2010 Plan, as amended and presented by the Administration and Finance Committee be adopted.
25. On motion of Mr. Bodson, seconded by Mr. Mileshosky, it was VOTED that the Whistleblower policy as recommended by the Administration and Finance Committee be adopted.
26. On motion of Dr. Weaver, seconded by Mr. Bellows, it was VOTED that the following resolution be adopted:
In accordance with the recommendation of the Administration and Finance Committee regarding the establishment of a 403(b) pension plan for the staff of the ARRL,
BE IT RESOLVED that ARRL is authorized to take any necessary actions to implement the company’s 403(b) Plan, (herein referred to as the “Plan”).
BE IT FURTHER RESOLVED that ARRL accepts the appointment of Reliance Trust Company as Custodian for the Plan, the appointment of The Standard as the Plan’s recordkeeper, and authorizes the creation of a written plan document.
BE IT FURTHER RESOLVED, that The Standard, the Plan’s recordkeeper, shall be authorized to deliver all instructions from ARRL relating to Plan contributions, investments and distributions to Reliance Trust Company, and The Standard shall be fully protected in relying on such instructions.
BE IT FURTHER RESOLVED, that the following individuals will be authorized to act on behalf of ARRL: David Sumner, Chief Executive Officer; and Barry J. Shelley, Chief Financial Officer.
27. On motion of Mr. Mileshosky, seconded by Mr. Bellows, it was VOTED that the ARRL Board of Directors approves a capital expenditure of $134,500, as recommended by the Administration and Finance Committee for Phase III of the project to complete the new ARRL web site.
28. On motion of Mr. Fenstermaker, seconded by Dr. Weaver, it was VOTED that the ARRL Board of Directors approves the implementation of a brokerage account at Credit Suisse Securities for the purpose of trading securities for the ARRL portfolio.
29. On motion of Mr. Mileshosky, seconded by Mr. Fenstermaker, it was unanimously VOTED that the following resolution be adopted:
WHEREAS, the National Scout Jamboree is the largest Boy Scouts of America event which occurs every four years and attracts nearly 40,000 Scouts and leaders;
WHEREAS, the 2010 National Scout Jamboree, to be hosted at Fort A.P. Hill, Virginia on July 26-August 4, 2010, is planned to coincide with the 100th Anniversary of the Boy Scouts of America;
WHEREAS, the K2BSA program effort, which includes a substantial demonstration station, Radio merit badge education program, Amateur Radio license classes and VE exam sessions, has been a highly successful component of the National Scout Jamboree, educating thousands of youth about the value and enjoyment Amateur Radio brings;
WHEREAS, the ARRL has continually expressed its wish to support the promotion of Amateur Radio within the Boy Scouts of America, as an example of our commitment to youth and their role in the future of Amateur Radio;
THEREFORE BE IT RESOLVED that ARRL shall offer its assistance to the Boy Scouts of America by representing Amateur Radio and participating in the K2BSA program area at the 2010 National Scout Jamboree.
30. Mr. Frahm presented the report of the Programs and Services Committee which covered education, operating awards, emergency communications and the ARRL Volunteer Examiner Coordinator. After discussion largely centered on ARRL’s recent activities in support of improving emergency preparedness and response, the Board was in recess for luncheon from 12:15 PM until 1:12 PM, when the Board reconvened with all persons present as hereinbefore mentioned.
31. On motion of Mr. Vallio, seconded by Mr. Frahm, it was unanimously VOTED that the 2008 ARRL International Humanitarian Award be given to the Amateur Radio operators of the Sichuan Radio Sports Association, the Chinese Radio Sports Association and many operators from around China. Their immediate actions and use of Amateur Radio rendered assistance to victims of the May, 2008 earthquake centered in the Wenchuan area of Sichuan Province. The long-term relief operation mounted by these organizations exemplifies the highest level of dedication to public service (Applause).
32. On motion of Mr. Cox, seconded by Mr. Fallon, it was unanimously VOTED that on the recommendation of the ARRL Public Relations Committee, the 2008 Bill Leonard, W2SKE Professional Media Award is hereby conferred upon Ted Randall, WB8PUM, of Lebanon, Tennessee. Ted, host of the QSO Radio Show, was cited for his ongoing coverage of Amateur Radio through his profiling of key figures and personalities. His reporting of their contributions “best reflects the enjoyment, importance and public service value of Amateur Radio.”
33. At this point Mr. Sumner led an in depth discussion of strategic planning. At its July 2008 meeting the Board had invited members to comment on the Strategic Plan. All of this input was shared with Board members and discussed. The group discussion will help guide the Executive Committee in developing materials to be used as the starting point for the revision of the Strategic Plan at the July 2009 Board meeting.
34. With action on recommendations having been completed, the Chair asked for any motions by Directors.
On motion of Mr. Frenaye, seconded by Mr. Fallon, it was VOTED that the Executive Committee, with input from the Programs and Services Committee, shall study the FCC sequential, vanity and special call sign programs and make recommendations to the Board for a filing with the FCC.
The Board was in recess from 2:13 PM until 2:30 PM at which time Mr. Fallon and Mr. Raisbeck left the meeting. Ms Birmingham took the Director’s chair for the Hudson Division.
35. On motion of Mr. Isely, seconded by Mr. Mileshosky, it was VOTED that the following resolution be adopted:
WHEREAS, there is a growing trend for state legislatures and municipalities to consider legislation aimed at “distracted drivers” using cellular telephones; and
WHEREAS, this legislation often inadvertently prohibits or can be construed to prohibit Amateur Radio mobile communications; and
WHEREAS, Amateur Radio mobile communications are necessary to the accomplishment of the objectives of the amateur radio service; now, therefore, it is
RESOLVED, that the Executive Committee is instructed to develop a policy statement and recommended language which protects the ability of licensed radio amateurs to prudently conduct mobile amateur communications. The Chief Executive Officer and General Counsel are instructed to draft such a policy statement for submission to the Executive Committee not later than February 1, 2009 for its consideration.
36. On motion of Mr. Cox, seconded by the entire assembly, the following resolution was unanimously adopted:
WHEREAS, the 2009 Annual Meeting of the ARRL Board has been conducted efficiently and effectively due in great measure to the diligence of staff;
THEREFORE BE IT RESOLVED that the Board thanks staff and most especially recognizes Lisa Kustosik, KA1UFZ, for supporting our deliberations and arranging a comfortable and pleasant venue for this Meeting (Applause).
Attendees were invited to make informal closing remarks. In response to an announcement by Mr. Day that he would be resigning as a Director for personal reasons, many of the closing comments expressed appreciation for his fellowship and his contributions to the work of the ARRL. The meeting was adjourned at 4:25 PM. (Time in session as a Board: 9 hours, 37 minutes. Time in session as a Committee of the Whole: 1 hour, 47 minutes)
Respectfully submitted,
David Sumner, K1ZZ
Secretary