delara news Delaware Amateur Radio Association, Delaware OH   VOL 37 NUMBER 1

Dan

Dan Romanchik  KB6NU

What the heck is the ARRL Board thinking?

Editor’s note: if you like political intrigue, power-mongering, secrecy, and corporate-like grabs you might want to settle back for a ~long~ read here.  Dan has issued several articles about the League’s Board of Directors, Officers and others. It seems the entire membership of ARRL has come awake to ask the question above. Here, in sequential order, are the articles.  This is NOT necessarily a pure historical treatment, Dan’s opinions are part of his writing. The initial article was in last month’s DELARA News.  Have your scrolling button ready to go. -Stan 12/16 A couple of weeks ago I wrote about the fiasco that was the ARRL Board’s decision to publicly censure Dick Norton, N6AA for allegedly speaking out against the draconian ARRL Policy on Board Governance and Conduct of Members of the Board of Directors and Vice Directors (more commonly known as the Code of Conduct). Since then, this issue has gotten a lot of publicity. There’s been a lot of chatter on various amateur radio mailing lists. Ham Radio Now produced an episode that discussed this decision, CQ has published a white paper titled “What is the ARRL So Afraid Of?” The latter discusses some other questionable board actions, including: Instructing local ARRL Public Information Officers to not talk to the media about ham radio activities but rather to direct all media inquiries to ARRL Headquarters, even though they had not yet hired a communications manager after the departure of Sean Kutzko, KX9X. Shutting down the PR mailing list, which many PIOs used to compare notes and discuss how to do their jobs better. They also write: Interestingly, it has been pointed out to us that a majority of the current League board members have not actually been elected, but rather have been either appointed to fill a vacancy or put into/kept in office by virtue of potential opponents being disqualified from running, sometimes on very questionable grounds and, again, shrouded in secrecy. Having said all that, question is what can we—as rank-and-file ARRL members—do to address this situation? Several hams have suggested that we put together a petition and present it to the League. The question is what would we actually be petitioning them to do? Throw out the Code of Conduct? Stop acting so secretly and un-democratically? Others have suggested bombarding our directors with emails and letters, much as they asked us to do with the antenna legislation, stating in no uncertain terms that you are displeased with the Code of Conduct as its currently written and the actions they’ve taken as a result. I think that this might be the best thing to do. The board is due to meet in January, and if enough hams voice their displeasure, we’ll get a good read on whether or not they actually care about members’ views. I’ll come up with a sample letter and post it here over the weekend. If you have any suggestions, please email me and let me know. Another option is to recall the directors who supported the code. Unfortunately, a quirk in the by-laws actually makes it easier for appointed directors or directors who ran unopposed to keep their seats. The bylaws state that to recall a director, a recall petition must be signed by 10% of the number that voted in the election, or in the case of an unopposed election, 10% of the number of ARRL members in that division. For example, if a division has 15,000 members, then the petition to recall an appointed director, or one that ran unopposed, must be signed by 1,500 ARRL members in that division. But, take an election in which only a third of the members voted. For a division with 15,000 members, perhaps only 5,000 will vote. To recall that director, the petition would have to be signed by only 500 members. Another, although longer term, strategy would be to organize a group that would find and support Board candidates that pledge to truly represent their division and be transparent. Every year, five directors (and vice directors) come up for re-election. Finding and supporting candidates in a more organized way would probably be the most effective strategy in the long run. 12/22 As if the “Code of Conduct” wasn’t draconian enough, I’ve just become aware of a new set of proposals to amend the bylaws by Director Lisenco, N2YBB. The word is that they will be presented to the ARRL Board at their January meeting. Here’s how Article 4, would be modified (changes are shown in red): Article 4: The affairs of the Corporation shall be governed by a Board consisting of fifteen Directors as defined in this Article , each representing a territorial Division comprising a geographical area as defined in the By – Laws, a President, and three Vice – Presidents. The Directors shall be elected for terms of three years by the members eligible to vote, according to the schedule prescribed in the By – Laws. Election of Directors shall be by mail or electronic vote in accordance with the rules and regulations prescribed in the By – Laws. The Board shall meet twice a year at times and places as provided in the By – Laws. The first meeting shall be called the Annual Meeting and the second shall be called the Second Meeting. Special meetings of the Board shall be called by the President upon written request of a least one – half of the membership of the Board as then constituted. The President and the three Vice – Presidents shall be elected by a majority of the 15 Directors every two years as defined in Article 8 of the Articles of Association. The President and the three Vice – Presidents are not eligible to vote in this election. You can find all of the proposed amendments in a single PDF file here. If passed, these amendments will give voting privileges to the ARRL President and the three ARRL Vice Presidents, none of whom are elected directly by the membership. I’ll ask again, “What the heck is the ARRL Board thinking?“? How is making the ARRL board less democratic going to make the ARRL and amateur radio better? If anyone can explain this to me, I’ll be happy to publish their comments here. In the meantime, I would urge you to once again contact your directors and make it known that you oppose these proposals. Perhaps if you have not yet contacted your directors about your opposition to to the “Code of Conduct” and the N6AA censure, you can add a line about these proposals to your message. 12/30 About a month ago, I wrote about the ARRL Board’s draconian “Code of Conduct” and the censure of Southwest Division Director. I’ve also written about some new bylaws amendments that, if adopted at the upcoming January board meeting, will make the ARRL even less democratic. But, wait, there’s more. CQ is reporting on a number of other proposals, that, among other things, will Give the board of directors the power to revoke individual memberships “for cause … after affording the member an opportunity to respond in writing” by a simple majority vote. Remove a specific dues rate from the By-Laws, instead stating that the dues shall be an amount set by the board of directors (effectively making it possible for the board to raise dues by a majority vote rather than the two-thirds to three-fourths vote required for changing the By-Laws). Remove the right of vice directors to attend board meetings, except by invitation of the directors. Prohibit members recalling directors during the first 6 months of a three-year term of office or after June 1 of the term’s final year. Incorporate the board’s conflict of interest policy and code of conduct into the By-Laws. Give the board the power to remove from office – by 2/3 vote – any officer, director or vice director “for cause” by revoking that person’s ARRL membership; after providing the subject of such action with an opportunity for a hearing prior to the board vote. Give the board the power to reprimand or censure a member in lieu of removal; but in this case, “No advance notice or opportunity to be heard shall be applicable to the censure vote.” Prohibiting current, future and past board members from taking the League or any of its officers or directors to court as a result of disputes among board members or between a board member and the League as a whole; rather, any disputes would be required to be submitted to binding arbitration; and “As a condition of service or continued service as an Officer, Director or Vice Director, all Officers, Directors, Vice Directors and candidates for such office will expressly waive any right to sue anyone acting on behalf of the Corporation in court either during their term of office or thereafter.” I really would like an answer from someone at the League why they think these proposals are good for the ARRL and good for amateur radio. I don’t know about you, but they don’t really make any sense to me, and they’re just going to drive members away. Instead of “making the tent bigger,” these measures are only going to alienate people. Already I have heard from a number of ARRL members who say they’re not going to renew their memberships. The one that hit me the most was one of my Elmerees. A couple of years ago, we had a long talk about why it would be a good idea for him to join the ARRL, and he did so. Yesterday, he emailed me, “I’m pretty irked by this. I’m 100% sure I will not be renewing my ARRL membership.” I’m not so sure that I disagree with him. Money talks, and while not being a member may give me less of a voice within the League, I’m not sure they’re listening anyway.
1 /4 If you’ve been reading my blog for the past month, you’ll have read posts critical of some ARRL Board actions with respect to the “Code of Conduct,” N6AA censure, and some new proposals that would make the ARRL less democratic. I’ve appeared on podcasts that have discussed this issue, and I’ve called on readers to send a message to their ARRL division directors that they’re not happy. I’m not the only one raising his voice here. I’ve gotten emails from many hams who are unhappy as well. This includes some well-know ham clubs. For example, the Northern California Contest Club (NCCC) sent the following letter to the ARRL Board: To: ARRL Directors and Officers From: The Northern California Contest Club, Inc. Date: December 25, 2017 Gentlemen, The Northern California Contest Club is an ARRL affiliated organization with approximately 300 members, most of whom are themselves League members. We pride ourselves upon having many of the most active hams in Northern California and Western Nevada among our ranks. These are hams who are active not only on the air, but also in ARRL matters. Over the 45 years of our existence, our membership has included many ARRL Pacific Division Directors, Vice Directors, Section Managers, Volunteer Counsels, Official Observers, Emergency Coordinators and a host of other League appointees. We are sending this letter to express our concern about events unfolding at League headquarters. Specifically, we believe the ARRL Board has made a serious error in its recent censure of Southwestern Division Director Dick Norton, and we are concerned with the lack of transparency and the stifling of communication we see possible under the Board’s Code of Conduct (ARRL Policy on Board Governance and Conduct of Members of the Board of Directors and Vice Directors). Many NCCC members were in the audience for the ARRL forum at the 2017 Visalia International DX Convention, and we have seen the letters written to the ARRL Board by Mark Weiss, K6FG, and by Tim Duffy, K3LR, stating what happened in that forum. The events as described by Mr. Weiss and Mr. Duffy are accurate. In our opinion, Mr. Norton did nothing in the Forum to deserve the censure. We respectfully request that the Board rescind the censure and issue a public apology to Director Norton. As a related matter, we also have seen the letter Hudson Division Director Mike Lisenco, N2YBB, sent to members of his Division in which he stated “…there were individual witnesses who attended the forum in Visalia who came to us with a different story than those released by Mr. Norton’s supporters. … I will not discuss the specific reasons enumerated as they are of a personnel nature and not appropriate for discussion …”. Director Lisenco’s letter alarms us. Essentially, he is saying the Board censured Director Norton based upon secret facts (which obviously differ from what we, Mr. Weiss and Mr. Duffy observed) asserted by one or more unidentified witnesses. This lack of transparency does not put the ARRL Board in a good light. To the contrary, it suggests that there is an ulterior motive or something the Board is trying to hide, and is far more likely to bring the Board’s decisions into disrepute than anything Director Norton did at the forum. As for a code of conduct, we certainly understand why it is appropriate for the ARRL Board to have one. However, we believe that the specific Code adopted by the Board at its January, 2017, meeting is wrong for our type of membership organization. It inhibits the free and effective exchange of information between our elected Director and Vice Director and the League members residing in our Division. As proof of the Code’s “gag order” effect, we need look no farther than Director Norton’s censure and the fact that our elected representatives refused to discuss it with us in any detail for fear of violating the Code themselves. We urge you to please amend the current Code to provide for much more transparency of Board actions and a freer exchange of information (including how the Directors voted) with League members. Very truly yours, THE NORTHERN CALIFORNIA CONTEST CLUB, INC. Bob Hess, W1RH (President) Chris Tate, N6WM (Vice President) Ian Parker, W6TCP (Secretary) Dick Wilson, K6LRN (Treasurer) Ron Castro, N6IE (Director) Rich Cutler, WC6H (Director) Rusty Epps, W6OAT (Director) Jim Talens, N3JT, one of the founders of the CWOps, wrote the following: December 30, 2017 To ARRL Officers and Directors: As a member of ARRL for nearly 60 years, as a life member, and as a Maxim Society member, I am deeply distressed, and I’d appreciate a personal response from at least one officer or director. We all know that a Code of Conduct is an appropriate vehicle for establishing good governance for an organization, including a 501(c)(3) non-profit such as ARRL. Board members should be held to their statutory duties.  Since inception, ARRL has required duties of care, loyalty and good faith.   But until this past January, I had never heard of a Director being prohibited from expounding on his opposition to a Board vote, what he expressed in the Board meetings, the issues that were discussed, etc.  But now we hear again and again of obdurate responses from our elected representatives when asked about matters such as legislative proposals, cherry-picking directors, or disciplining directors. The level of confidentiality (mislabeled loyalty) now imposed on Directors transcends the reasonable level one would expect from a membership organization such as ARRL, and is inconsistent with ARRL’s historical openness. In balancing transparency and an appropriate need to maintain confidentiality associated with some policy decisions, the proposals now before the Board are inimical to the interests of the ARRL membership, as are certain Code of Conduct provisions as they have been applied. It is frightening to see that a Director can be “fired” if what he expresses outside a Board meeting could conceivably “bring the organization into disrepute.”  What is the standard of this “disrepute”?  Does disagreeing with a Board vote, and explaining why, deserve punishment? What is the standard to determine what constitutes “disrepute?  This is reminiscent of Star Chamber proceedings, where a secret set of values are imposed and a verdict announced without further disclosure.  It is a gag order. Too much said and the Director is subject to removal.  What kind of good governance requires this Draconian approach?  Is this something an unenlightened lawyer somewhere has advised you? Is this misguided misapplication of protective measures imported from the corporate world?  A rational examination of the proposed Bylaw changes and the Code of Conduct as it currently reads would lead most any reasonable person to conclude that the ARRL has brought itself into disrepute. Even worse, there is a proposal to eject an ARRL member (even a Life Member?) for “cause” – without specifics. Will I be the first to be summarily expelled for authoring this letter?  That is the fear the extant proposals and Code of Conduct evince. ARRL Directors need to stop this slide into the Dark Side before it is too late. Along with the concept of Star Chamber proceedings, the Ethics and Elections Committee treat disqualification of a candidate for Director or Vice Director as a personnel matter, and confidential. This is wrong for several reasons. First, an elected official is not an employee. Personnel policies do not apply. Second, disqualification should be a rare, imposed only if, for example, a conflict is “continuous and pervasive.” No one-topic conflict meets the “pervasive” test. The more appropriate remedy would be recusal I am also profoundly concerned about the proposal to allow the President and certain Vice Presidents to vote as though they were Directors. This would reduce elected Directors’ voting power. Combined with appointed directors, and the power of incumbency, the representative membership democracy ARRL has enjoyed for over a century will be destroyed. Is there a compelling justification for this proposal? Someone is endeavoring to dupe the ARRL Board into believing that its proposed Bylaw changes and provisions of the Code of Conduct are fitting and appropriate for a membership representative organization.  These changes are wrong. There is nobody in ARRL membership who has been a more stalwart supporter over the years than I – until now.  I contributed $10,000 recently to ARRL, I have been a life-member since I was 15 years old, I have written multiple articles for QST, and I have engaged in personal conversations with regulatory and Congressional staff where they needed insight into what ham radio is all about.  Going even further, my personal will contains a provision that would allocate a substantial portion of my net worth to ARRL when the will matures.   I wrote that provision because I believed that ARRL was a membership organization dedicated to supporting Amateur Radio through the fair, member-based decision-making of its Directors.  Never had I heard of Directors being removed for not agreeing with “management,” with others being removed from the ballot under deeply troubling circumstances and without fair opportunity to object; nor have I ever heard of disqualification of Directors for de minimus ownership in private companies doing business with or through ARRL.  And now the threat of membership termination? In short, the collegial concept of governance at ARRL has been undermined by what appears to be an effort to consolidate power in a management team that is opposed to open, membership-based decision-making. Directors’ fiduciary duties will not be at the minimum level necessary to achieve good governance. Moreover, it eschews the notion of implementing its Bylaws in a transparent and fair fashion. It is rumored that Connecticut corporate counsel was retained to provide guidance that suggests that the more Draconian elements of the Code of Conduct are required by Connecticut law. I think the League should waive the lawyer-client privilege so that I, and lawyers familiar with corporate governance matters, could review it. I ask that opinion of counsel on this matter be released. On a related matter, I never would have expected the unpleasant response I received to my expression of opposition to ARRL’s sadly misguided support of HR-555 and its Senate counterpart.  Those who advised ARRL management on this project may believe they supported Amateur Radio in their negotiations with the real estate industry, but as many experts more qualified and experienced than ARRL have offered, the result has brought ARRL into disrepute among its membership – and properly so. In sum, I no longer feel that ARRL is worthy of my future donations. Absent withdrawal of the proposed Bylaw amendments at the January meeting, and reversal of questionable actions against certain Directors and Vice-Directors, I intend to remove ARRL from my will.  I know there are others similarly inclined. I hope the Directors who read this message will demonstrate their strength and commitment to Amateur Radio by rejecting the proposed Bylaw changes, revise the Code of Conduct and reverse actions against certain Board members. The next step would seem to be changes in management team members and advisors. Yours truly, James M. Talens, N3JT It appears that some directors are getting the message. I’ve seen correspondence from one director who said that he will oppose the proposal to give voting privileges to the presidents and vice presidents. He also says, “I have introduced [a motion that] would eliminate significant ambiguities in the ARRL By-Laws’, “The ARRL Policy on Board Governance”.  Simply stated, a Director MUST have the ability to tell the members of his Division how they voted on any issue before the Board.” Finally, 1/9 Concern over the ARRL Board’s actions, including: the ARRL Policy on Board Governance and Conduct of Members of the Board of Directors and Vice Directors, The censure of Southwestern Division Director Dick Norton, N6AA, and other proposals that would, in effect, make the ARRL less democratic, is growing. In addition to letters being sent directly to board members, by individuals and clubs, a group of prominent amateur radio operators have set up the website myARRLvoice.org.   According to the website, myARRLvoice is an independent grassroots group working on behalf of our fellow Members of the American Radio Relay League (ARRL), monitoring the activity of ARRL leadership and advocating change to ensure the organization’s effectiveness in matters of policy and governance, and to foster ethical and competent stewardship. Associated with the website, is the myARRLvoice Facebook group, where these issues are being discussed. The group has more than 500 members already, and is growing rapidly. I just spent more than a half hour scanning the discussions there, and many of them have some real substance.
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