[SCCC] Fwd: [TFC-OPS] Fwd: Regarding the Code of Conduct and the recent Censure of a Director

Sun Dec 17 22:10:44 EST 2017

---------- Forwarded message ----------
From: Bwana Bob wb2vuf at verizon.net [TFC-OPS] <TFC-OPS at yahoogroups.com>
Date: Sun, Dec 17, 2017 at 6:57 PM
Subject: [TFC-OPS] Fwd: Regarding the Code of Conduct and the recent
Censure of a Director
To: TFC OPS <tfc-ops at yahoogroups.com>, David Struebel <wb2ftx at optonline.net>

Sent by our division director, FYI:

Dear Hudson Division ARRL member,

Recent discussions have arisen with respect to two issues of League
governance that I wish to address with you in detail. The first is the
ARRL Policy on Board Governance and Conduct of Members of the Board of
Directors and Vice Directors., and the second issue is the recent Board
action publicly censuring a member of the Board of Directors.

I received some emails from a few members over the past few days in
which they voiced complaints with the Board’s recent actions. One
email asked if I was sworn to secrecy and under a gag order not to speak
to the members about this issue. I want you to read the following
response to the individual, who shall not be named.

- - - - - - - - - - - - - - - - - - - -

I am not sworn to secrecy. My vote is in the public record. I will tell
you that 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. 11 Board members agreed with those accounts. 3 did
not.

I will not discuss the specific reasons enumerated as they are of a
personnel nature and not appropriate for discussion, as any discussion
of personnel issues is always inappropriate. Let's just say that I
supported the majority decision.

As to your other email I will say this. You write "in principle,
everyone, board members included, should be free to express their
opinions either in support or in opposition to a position." Everyone IS
afforded that opportunity before a decision is made. A free and open
discussion between members and their elected Board members is
encouraged. However, once a decision is made, it is expected that all of
the Board membership will work together to promote their collective
decision, even if they initially were not in favor. The reason is quite
simple. You can't have decisions made and then have to deal with
Directors going off in in a myriad of directions opposite to the
collective decision of the Board. It promotes confusion and ill-will.
Once a decision is made, we need to move forward and implement our
decision.

Your claim of a "gag" order is both incorrect and pejorative. The Code
states that a Board member “may and should solicit input from ARRL
members on policy matters being considered by the Board, and may
informally share with ARRL members the final actions taken and the
issues considered by the Board in reaching its decisions.” No "gag
order" there at all.

Furthermore, a Director can make any personal observations he or she
wishes to make as long as they are identified as such and as long as
there is no mischaracterization or criticism of the Board’s collective
decision:

"Except where so empowered or authorized, a Board member speaking
publicly to ARRL membership or in any other public forum must ensure
that his/her statements are clearly identified as personal opinions and
that he/she is not speaking on behalf of the ARRL in any official
capacity or expressing the views or positions of the ARRL or any other
ARRL Board Member. Even with such a disclaimer, a Board member may not
make any adverse or false characterization of Board decisions that might
bring the organization into disrepute."

No "gag order" there either.

Yes, the league is a membership organization, not a for profit
corporation. However, good corporate governance is what we are seeking
here. The Code of Conduct is a component of this process. We should have
had one in place years ago according to our Connecticut attorneys, and
we could have avoided inappropriate behavior and conduct by Board
members as we've seen in recent years.

You write that you are "very disappointed in the general direction the
League is going since we got "corporate" management." I strongly
disagree with you. In fact, in my opinion it has been the lack of
management prior to the new administration that led us down a very
uncomfortable path.

Understand that each member of a nonprofit Board of Directors has a
series of statutory duties to the organization which collectively make
up their overall fiduciary obligation. The current ARRL Board has had
these obligations explained to them in detail by our Connecticut
attorneys. Those duties are discussed in detail in the Code of Conduct.
So is the purpose of the Code of Conduct. The advisability of having one
for nonprofit associations is beyond question. For example, the National
Council of Nonprofits states as follows:

"It's useful to adopt a set of principles to guide a nonprofit
organization’s decision making and activities, as well as the behavior
of its employees, volunteers, and board members. These principles might
be called the nonprofit's "statement of values" or "code of conduct," or
something else.

Honesty, integrity, transparency, confidentiality, and equity are each
examples of values that are typically expressed in a charitable
nonprofit's code of ethics. The purpose of adopting such a statement
formally is to provide employees, volunteers, and board members with
guidelines for making ethical choices and to ensure that there is
accountability for those choices. When board members of a charitable
nonprofit adopt a code of ethics, they are expressing their commitment
to ethical behavior. Such a commitment goes a long way to earning the
public’s trust."

As I said, ARRL has been briefed by our corporate attorneys on the
importance of good governance. It is important for several reasons,
among which is the fact that the Internal Revenue Service views good
governance as a cornerstone of tax compliance for nonprofit
associations. The statutory duties of directors of non-stock
corporations are the duty of good faith; the duty of care; and the duty
of loyalty.

These are statutory duties. They are not just something that ARRL thinks
is a good idea. The duty of loyalty requires generally that a director
must act in the best interests of the corporation. It includes
confidentiality obligations and it includes the obligation to not
denigrate the processes of the Board of Directors, which operates
collectively and not individually.

There is a balance to be drawn between transparency with ARRL members
about actions that ARRL is taking on their behalf (and for their
benefit), and the need for confidentiality to protect ongoing advocacy
efforts, confidential business interests and privacy interests of
employees, etc. We have always, to the greatest extent possible, erred
on the side of transparency and continue to do so. However, as the Code
of Conduct states, “maintaining the confidentiality of the Board’s
deliberations…is essential to having full and frank discussions
necessary for effective policymaking.” That should be obvious.

The language for the Code of Conduct, which stemmed from advice from our
Connecticut corporate attorneys, is very similar to that found in other
nonprofit membership association codes of conduct. It is neither
over-inclusive nor overbearing. And most importantly, it is absolutely
not a "gag order". The primary duty of loyalty of a director is always,
as a matter of law, to the corporation. And it always has been. There
never was any "shift" of loyalty. But fulfilling the duty of loyalty
doesn't at all equate to an abandonment of the representative capacity
of a director relative to the members in the division.

A basic precept of nonprofit boards is that individual directors are not
spokespersons for ARRL organizationally. ARRL has a communications
person on staff. It is not the proper role of individual directors to
speak for the organization or to publicly evaluate the wisdom of the
collective decisions of the Board. Individual directors can and do
regularly discuss policy issues affecting radio amateurs with members in
their own divisions and with each other. They are obligated to keep in
touch with members and to ascertain their interests and to represent
those interests diligently. They do that. All the time. The Board is
well-informed by staff and professionals that are retained to provide
briefings to them. But the deliberations need to be collegial, and some
are of necessity confidential.

The Board may, acting collectively, revise the Code of Conduct from time
to time. But any such changes will be decided on by the Board as a
group. It is how ARRL, and all other nonprofit boards, do business.

Despite the misleading characterizations that you have apparently heard
of this matter, ARRL's Code of Conduct, and the Board's obligation to
enforce it from time to time, are things that are very routine in
nonprofit associations and recommended by attorneys specializing in
nonprofit association law and by associations of nonprofits. It is
critical to protect the collegial process by which ARRL volunteers made
policy decisions on a representative basis. The Code is adopted to
ensure good governance and statutory compliance by ARRL directors. They
are still hardworking volunteers, all of them, Mr. Norton included. We
are still trying all the time to do a good job in promoting and
advocating for Amateur Radio. That calls for collective, collegial
action. Those who can’t be team players aren’t really well-suited
for Board service.

Divisive behavior and creation of a toxic environment are not
constructive and the Code steers volunteer Board members away from that
behavior. As Benjamin Franklin said, “We must, indeed, all hang
together, or most assuredly we shall all hang separately.” Nothing
about the Code of Conduct detracts from the obligation or ability of a
Board member to openly and candidly discuss policy issues with members
or to carry their message to a Board meeting and advocate for them. Nor
does it preclude expression of individual opinions of Board members. But
it does preclude denigration or misrepresentation of Board actions taken
collectively, which I am sure you will agree ensures honesty, fair
dealing and collegial policymaking.

It never ceases to amaze me that people are so willing, almost eager, to
believe the worst about ARRL in terms of organizational motivations. It
is kind of disheartening to the current crop of Directors, Vice
Directors, officers, and the staff who have dedicated themselves to
making ham radio as good as it can be.

I hope you continue to stick around, however, if you feel that you can
no longer support me as you claim in your previous email, I understand.
If so, I thank you for your past support and wish you well.

- - - - - - - - - - - - - - - - - - - -

Thanks for taking the time to read this.

73 de Mike N2YBB

----------------------------------------------------------
ARRL Hudson Division
Director: Mike Lisenco, N2YBB
n2ybb at arrl.org
----------------------------------------------------------

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