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

Sun Dec 17 23:42:14 EST 2017

Yeah, the same text they're all sending in response to complaints: "It's
what all good orgs do and besides our Connecticut attorneys made us do it."
They're wrong. It's a gag order even if it only applies after an action is
taken. That's when people find out about the action and are able to
respond. No director has ever solicited my opinion or the opinion of any
club or other group to which I belong prior to a Board action. How about
you? It's a gag order.

Yes, they should have had a code of conduct long ago. This one isn't it.
This one is overbearing at best, paranoid and stifling more likely, and it
is being enforced with glee rather than with restraint. Regardless of the
words Dick may or may not have used, all he did was call the attention of
those listening to the EXISTENCE of a published policy. I didn't see
anything in the minutes or the policy saying it had to remain secret. These
folks are acting like tin gods. We must stop them.

/Rick N6XI

Rick Tavan
Truckee, CA

On Sun, Dec 17, 2017 at 7:10 PM, Hank Garretson <w6sx at arrl.net> wrote:

>
> ---------- 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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