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

Hank Garretson w6sx at arrl.net
Sun Dec 31 19:54:21 EST 2017 

---------- Forwarded message ----------
From: Kermit Carlson <w9xa at yahoo.com>
Date: Sun, Dec 31, 2017 at 4:26 PM
Subject: Re: Fwd: [cwops] Re: ARRL Code Of Conduct and Proposed Bylaws Ch
To: Hank Garretson <w6sx at arrl.net>, Steve London <n2icarrl at gmail.com>,
CWops Yahoo Group Reflector <cwops at yahoogroups.com>, Zack Widup <
w9sz.zack at gmail.com>


Hello Hank, Zach and Steve,

      I had not received any copy of the motion prior to Mr Henderson’s
 email  sent on the 29th. Mr Woll provided a copy for distribution before
it was sent by the Secretary and before I had seen it on about the 26th.
My email correctly stated the facts.

      Now that I have returned from my road trip and I have seen the
proposal, I can re-iterate that I will not be supporting the “redline
draft” motion in it’s present form.


         HNY es  73,
                     Kermit W9XA




Sent from Yahoo Mail for iPhone <https://overview.mail.yahoo.com/?.src=iOS>

On Sunday, December 31, 2017, 17:36, Hank Garretson <w6sx at arrl.net> wrote:


---------- Forwarded message ----------
From: *Steve London n2icarrl at gmail.com <n2icarrl at gmail.com> [cwops]* <
cwops-noreply at yahoogroups.com>
Date: Sun, Dec 31, 2017 at 3:00 PM
Subject: Re: [cwops] Re: ARRL Code Of Conduct and Proposed Bylaws Changes
To: Zack Widup <w9sz.zack at gmail.com>, cwops <cwops at yahoogroups.com>




This missive from Director Carlson, dated December 26, no longer has any
relevance, and should be placed in an appropriate round receptacle.

According to retired ARRL Vice Director referenced by Director Carlson,
on Friday, December 29, the ARRL Secretary (Dan Henderson) sent out a
final version of the Norris motion, which is actually an Executive
Committee motion to be moved by Dir. Norris and seconded by Dir.
Williams. A compare with the redline version found no differences
between them except for the addition of the introductory motion language.

73,
Steve, N2IC


On 12/31/2017 03:21 PM, Zack Widup w9sz.zack at gmail.com [cwops] wrote:
> 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
<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
<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
>
> <div id="DAB4FAD8-2DD7-40BB-A1B8- 4E2AA1F9FDF2"><br />
> <table style="border-top: 1px solid #D3D4DE;">
> <tr>
> <td style="width: 55px; padding-top: 13px;"><a
> href="https://www.avast.com/ sig-email?utm_medium=email&
utm_source=link&utm_campaign= sig-email&utm_content=webmail& utm_term=icon
<https://www.avast.com/sig-email?utm_medium=email&utm_source=link&utm_campaign=sig-email&utm_content=webmail&utm_term=icon>
"
> target="_blank"><img
> src="https://ipmcdn.avast.com/ images/icons/icon-envelope-
tick-round-orange-animated-no- repeat-v1.gif
<https://ipmcdn.avast.com/images/icons/icon-envelope-tick-round-orange-animated-no-repeat-v1.gif>
"
> alt="" width="46" height="29" style="width: 46px; height: 29px;"
> /></a></td>
> <td style="width: 470px; padding-top: 12px; color: #41424e;
> font-size: 13px; font-family: Arial, Helvetica, sans-serif;
> line-height: 18px;">Virus-free. <a
> href="https://www.avast.com/ sig-email?utm_medium=email&
utm_source=link&utm_campaign= sig-email&utm_content=webmail& utm_term=link
<https://www.avast.com/sig-email?utm_medium=email&utm_source=link&utm_campaign=sig-email&utm_content=webmail&utm_term=link>
"
> target="_blank" style="color: #4453ea;">www..avast.com</a>
> </td>
> </tr>
> </table><a href="#DAB4FAD8-2DD7-40BB- A1B8-4E2AA1F9FDF2" width="1"
> height="1"></a></div>
>
>

__._,_.___
------------------------------
Posted by: Steve London <n2icarrl at gmail.com>
------------------------------
Reply via web post
<https://groups.yahoo.com/neo/groups/cwops/conversations/messages/23215;_ylc=X3oDMTJyZmxkNnU1BF9TAzk3MzU5NzE0BGdycElkAzM0MDIwNTc5BGdycHNwSWQDMTcwNTA2MzEwOARtc2dJZAMyMzIxNQRzZWMDZnRyBHNsawNycGx5BHN0aW1lAzE1MTQ3NjEyNTc-?act=reply&messageNum=23215>
• Reply to sender
<n2icarrl at gmail.com?subject=Re%3A%20%5Bcwops%5D%20Re%3A%20ARRL%20Code%20Of%20Conduct%20and%20Proposed%20Bylaws%20Changes>
• Reply to group
<cwops at yahoogroups.com?subject=Re%3A%20%5Bcwops%5D%20Re%3A%20ARRL%20Code%20Of%20Conduct%20and%20Proposed%20Bylaws%20Changes>
• Start a New Topic
<https://groups.yahoo.com/neo/groups/cwops/conversations/newtopic;_ylc=X3oDMTJmNDJnOWUwBF9TAzk3MzU5NzE0BGdycElkAzM0MDIwNTc5BGdycHNwSWQDMTcwNTA2MzEwOARzZWMDZnRyBHNsawNudHBjBHN0aW1lAzE1MTQ3NjEyNTc->
• Messages in this topic
<https://groups.yahoo.com/neo/groups/cwops/conversations/topics/23212;_ylc=X3oDMTM3czZwNGVxBF9TAzk3MzU5NzE0BGdycElkAzM0MDIwNTc5BGdycHNwSWQDMTcwNTA2MzEwOARtc2dJZAMyMzIxNQRzZWMDZnRyBHNsawN2dHBjBHN0aW1lAzE1MTQ3NjEyNTcEdHBjSWQDMjMyMTI->
(2)
------------------------------
Have you tried the highest rated email app? <https://yho.com/1wwmgg>
With 4.5 stars in iTunes, the Yahoo Mail app is the highest rated email app
on the market. What are you waiting for? Now you can access all your
inboxes (Gmail, Outlook, AOL and more) in one place. Never delete an email
again with 1000GB of free cloud storage.
------------------------------
Visit Your Group
<https://groups.yahoo.com/neo/groups/cwops/info;_ylc=X3oDMTJmZjRtZzM2BF9TAzk3MzU5NzE0BGdycElkAzM0MDIwNTc5BGdycHNwSWQDMTcwNTA2MzEwOARzZWMDdnRsBHNsawN2Z2hwBHN0aW1lAzE1MTQ3NjEyNTc->

   - New Members
   <https://groups.yahoo.com/neo/groups/cwops/members/all;_ylc=X3oDMTJnbXE2NmRuBF9TAzk3MzU5NzE0BGdycElkAzM0MDIwNTc5BGdycHNwSWQDMTcwNTA2MzEwOARzZWMDdnRsBHNsawN2bWJycwRzdGltZQMxNTE0NzYxMjU3>
   8

[image: Yahoo! Groups]
<https://groups.yahoo.com/neo;_ylc=X3oDMTJlZHVuZ2FvBF9TAzk3MzU5NzE0BGdycElkAzM0MDIwNTc5BGdycHNwSWQDMTcwNTA2MzEwOARzZWMDZnRyBHNsawNnZnAEc3RpbWUDMTUxNDc2MTI1Nw-->
• Privacy <https://info.yahoo.com/privacy/us/yahoo/groups/details.html> •
Unsubscribe <cwops-unsubscribe at yahoogroups.com?subject=Unsubscribe> • Terms
of Use <https://info.yahoo.com/legal/us/yahoo/utos/terms/>

.

__,_._,___

More information about the SCCC mailing list