[SCCC] Fwd: [cwops] Re: ARRL Code Of Conduct and Proposed Bylaws Changes

Sun Dec 31 17:28:37 EST 2017

---------- Forwarded message ----------
From: Zack Widup w9sz.zack at gmail.com [cwops] <cwops-noreply at yahoogroups.com>
Date: Sun, Dec 31, 2017 at 2:21 PM
Subject: [cwops] Re: ARRL Code Of Conduct and Proposed Bylaws Changes
To: cwops <cwops at yahoogroups.com>

My ARRL Division Director (Central Division) posted this on another
group's e-mail list recently. He gave me permission to post it here,
too.

73, Zack W9SZ

---------- Forwarded message ----------
From: Kermit Carlson
Date: Tue, Dec 26, 2017 at 12:56 PM
Subject: Board Motions of Amendments to the ARRL By-Laws

I have been contacted by several Central Division ARRL Members over
the past Holiday weekend who are inquiring about recent messages that
appeared in the past few days on email reflectors and message boards
regarding proposed changes to the ARRL By-Laws and Articles of
Incorporation.

Please take time to read my explanation below, and please feel free to
email with any comments to W9XA at arrl.org . I value your input.

There are three different "motions"for changes to that ARRL By-Laws
which I would like to address. Two of which are the subject of emails
and postings from the SCCC and the third is a motion which I have
filed.

The first"motion" I would like to address is in fact an incomplete
draft of a motion, the second motion has been introduced by ARRL
Hudson Division Director Lisenco, N2YBB, that allows a vote on the
Board by Vice Presidents,and the third motion I have introduced which
will eliminated ambiguities that have the effect of seeming to prevent
an ARRL Director from telling his Division how they voted on an issue.
More on my motion in a few paragraphs.

Interestingly enough the first issue is a proposed draft that has been
posted to websites but is in fact only a working draft and has not
been submitted to the Board. If you have been watching the SCCC
reflector, you would have seen a link to an "ARRL Board motion",

http://www.b4h.net/ARRL_2018_Jan_Redline_BOD.pdf .

What is located at that link is a red-lined mark-up of discussions
between a few ARRL Directors and had not been introduced to the Board.
That document has been presented "as complete and submitted" to the
Southern California Contest Club community. According to one of the
authors of the mark-up to which I have spoken today, that document is
completely lacking several recent major changes and has not been
completed.

I agree that the membership should be made aware of any proposed
change to letters of governance for the League; but the circulation of
an incomplete working draft as fully complete motion not only creates
unnecessary angst and heartburn but actually has the effect of
stifling the free discussion of ideas between Board members. I must
note that I have not heard from more than three Central Division
members on the issue of this "link”.

Also, in my discussions about the posting of this draft with one of
the participants of the mark-up, I have also determined that the this
early draft version had been provided to the SCCC site by a retired
ARRL Vice-Director, so the source and completeness is very much at
question. Nothing like this motion had been sent to the Board,and I
myself have not received any related or similar motion in draft or
finished form.

Since that motion has not been filed with the Secretary of the
Corporation, it is quite important to note that the ARRL By-Laws
require a 75% vote in favor to adopt any motion that is presented to
the Board closer than 30-days to the Board meeting. At this late
date, that motion would be subject to the 75% requirement.

In all honesty, I sincerely doubt that this proposal will have the
required support without significant modification. Please remember
that once a motion is introduced it belongs to"the floor" and it is
subject to changes, modifications and amendments. It is far from being
adopted as a By-Law. For me to comment on an incomplete draft would be
meaningless since the actual final language is not available for
consideration or interpretation.

The second motion I would like to address is for By-Law changes which
have been proposed by Hudson Director Lisenco, N2YBB. This motion has
been received and filed ahead of the 30- day filing window, which
means that a 60% majority is needed for approval. This motion seeks to
allow votes in the boardroom by the three sitting Vice Presidents who
do not now have a vote on Board issues. I believe that there is NOT a
majority of 10

Directors who will approve this measure as published. It is my plan to
not support this motion without significant changes. I would like
clarification of exactly when a Vice President or the President does
or does not have the opportunity to cast a vote. As with other bodies
of governance,I believe that the President should only cast a vote to
break a tie vote. Also,two of the ARRL Standing Committees (the
Program and Services Committee and the Administration and Finance
Committee) are comprised of both Directors and non-Board members such
as Vice-Directors,

Staff, and Officers. It is my position that a Vice President serving
on those Committees should be given a vote on any business before that
Committee just like the Directors.

In the case of the third Standing Committee, the Executive Committee,
I favor no change in the ability to cast votes. That number of votes
should remain with the Directors and with the President who would cast
a vote to break a tie.

The third motion, which I have introduced, would eliminate a
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.

This change clarifies the few ambiguities that has given rise to the
pejorative reference"gag-order" when referring to the ARRL Policy on
Board Governance. While it has recently been repeated on the internet
that the ARRL Policy on Board Governance is a “gag order”, which
limits a Director’s ability to communicate candidly and directly, that
is incorrect. However, the presence of this incorrect perception
indicates that the Policy itself suffers from ambiguity or
imperfections that must be corrected. The Policy on its face must
be as clear and direct as possible.

At the July Board meeting I was one of the makers of a motion that was
discussed during the Director’s Motions portion of the meeting.It
would have added language to the Policy on Board Conduct that I feel
would have eliminated some ambiguity in the Policy. After serious
debate, the motion was withdrawn without further consideration. So
in preparation for the Annual 2018 Meeting of the Board this January,
I have already re-introduced amendments to the Policy on Board
Governance which I do anticipate will help clarify some very specific
ambiguities. Although I have only heard from four members of the
Central Division on the issue of the Policy on Board Governance, or
Code of Conduct as some have taken to call it, I am always open to
hearing specific recommendations from our Division.

Because of the advanced timing of my submission to the Board of
Directors and the Corporate Secretary for my motion, there is a
requirement for positive votes of 60% of the Board, in other words, 10
"aye" votes out of the fifteen Directors.

Codes of Conduct are very much part of the current state of the art in
the governance of most large not-for-profit membership organizations.
But any ambiguity that results in the remotest scintilla of a possible
interpretation that the Board members cannot be transparent to the
membership must be corrected.

The adoption last year of the “Policy on Board Conduct” has in no way
created any fundamental change with my relationship with our
membership. I remain duty bound to report to you and all Members of
the Division on the issues and details raised and decided with respect
to the business of the Board. Nothing has changed;the ARRL is a
member-elected organization; and the Board is required to conduct the
business of the League in the best interest of members. Nothing in the
Policy should be interpreted as modifying or altering this most
essential imperative.

The ARRL Policy on Board Governance clearly states that:

" Being elected to serve on the ARRL Board of Directors is an honor
and privilege bestowed by the membership. It is one that carries with
it a serious responsibility to serve the interests of the ARRL and its
members. Members of the Board of Directors and Vice Directors serve in
a representative capacity relative to ARRL members, and in a fiduciary
capacity relative to the organization as a whole. "

The Policy on Board Conduct in no manner restricts my communication
with members or free discussion of issues. I am free to express my
thoughts,present ideas before they are presented to the Board, promote
your concerns and to respond to issues that have been expressed by
others. As with any Board position, there are legally recognized
fiduciary responsibilities that arise as statutory requirements, these
are included in the Policy.

The organization Board Forward does cover similar codes for the boards
of non- profit organizations:

http://www.boardforward.com/201711/A_Guide_to_Board_
Behavior_and_Decision_Making

Prior to the adoption of the “Policy” the ARRL Board had been briefed
by our Connecticut Legal Counsel that such a statement of recommended
conduct is an expected portion of any responsible system of governance
of a not for profit organization. The legal firm of Day, Pitney has
been the ARRL Connecticut corporate counsel of record since Clarence
Tuska and Hiram Percy Maxim first incorporated our League and I take
the Firm’s recommendations as the best expert legal advice on
Connecticut law available.

Those statutory requirements are that I serve the needs and interests
of the membership of the League and that I discharge my duties to the
membership of good faith, care and loyalty. It is essential as a
statutory requirement that I discharge the responsibilities of the
office of Director with no external encumbrance on my ability to
fulfill these duties. NONE of this can be construed to create an
allegiance to the organization, or to any other person or group that
would supersede my acting in the best interests of the League
membership.

Nothing in the Policy should be interpreted as modifying or altering
this most essential imperative. The adoption of the Policy on Board
Conduct in no manner restricts me from communication with members or
the free discussion of issues.I am free to express my thoughts,
present ideas before they are presented to the Board,promote your
concerns and to respond to issues that have been expressed by others.

I look forward to hearing from you.

Happy New Year !

73,

Kermit Carlson W9XA

ARRL Director, Central Division

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Posted by: Zack Widup <w9sz.zack at gmail.com>
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