[SCCC] Fwd: A Question Please

[Marty Woll]

Hi, Hank.

Thank you for contacting Rick Roderick on the bylaw matter in a reasoned and non-confrontational way and for sharing his response.  Here are my comments on Rick's response.

1) When Rick said the Board "did away" with the code of conduct (COC), he makes it sound as though they abandoned long-established, reasonable practices, but that is nowhere close to the truth.  The COC was a draconian overlay to reasonable, already-existing policies covering conflicts of interest (COI) and similar matters.  That COC was designed to add mechanisms by which a board member could be expelled (contrary to Connecticut state law, I'm told by knowledgeable attorneys), prohibited from disclosing Director votes and required to support all Board decisions in public whether that Director agreed with the decisions or not.  It was outcry from the membership that forced the withdrawal of this punitive COC.

2) Ken K6LA is spot on when he questions the "advice of counsel" excuse.  Management wants a result, and CT counsel is paid to help them get there. It's telling that, for over 100 years, the League's policies were not deemed to be broken or even inadequate.

3) ARRL has long had a conflict-of-interest (COI) policy in place.  When one well-liked Director developed a conflict under the then-policy (his wife went to work in a public-facing capacity for CQ Magazine, arguably a direct competitor), the Board and management rushed to modify (soften) that policy such that the Director in question would no longer be in violation.  Most saw the revised policy as reasonable but not overbearing, but a lot rested on the assessment of individual situations by the Ethics & Elections Committee (E&E).  Later, when another, less-favored Director entered into a book-writing agreement with another publisher, the E&E Committee initially OK'd the deal, which was probably the right answer.  However, management made a big deal of the matter and, as I understand it, sought to have that Director removed over the incident (blowing a lot of Board time and possibly financial resources as well) where simple recusal on rare occasions should have been quite adequate.  In short, the rules appear to be interpreted differently depending on the in-favor or out-of-favor status of the individual involved.  I believe that the "loyalty" and "confidentiality" provisions of the proposed amendment to Bylaw 46 are designed with similar purpose to the member-rejected COC: to make it easier to silence or eliminate a Board member who disagrees with management  and / or Board majority or who asks for information that management wants to keep secret.

Directors and Vice Directors are elected by their respective members to represent their interests and to oversee the policies and practices of the League.  Withholding important information from selected Directors has been going on for the last couple of years, impeding Directors from carrying out their fiduciary responsibilities to the members and to the organization.  The harder someone tries to hide information, the more likely it needs to be looked at.

73,

Marty N6VI


-----Original Message-----
From: SCCC [mailto:sccc-bounces at contesting.com] On Behalf Of Hank Garretson
Sent: Tuesday, January 2, 2024 5:50 AM
To: NCCC; SCCC; Bishop Amateur Radio Club (BARC)
Subject: [SCCC] Fwd: A Question Please

---------- Forwarded message ---------
From: k5ur at aol.com <k5ur at aol.com>
Date: Mon, Jan 1, 2024 at 9:16 PM
Subject: Re: A Question Please
To: Hank Garretson <w6sx at arrl.net>
Cc: McIntyre Kristen K6WX (Dir PD) <kmcintyre at arrl.org>


Hi Hank:

Each Director will need to speak for themselves and the reasons for how
they will vote on this bylaw change, so understand that my opinion may
vary.

You will recall a few years back that we did away with the code of conduct.
Ever since then the Board has had periodic discussions whether our bylaws
are sufficiently defined regarding Board conduct and responsibility under
Connecticut law. Our Connecticut counsel has advised us along the way
during this time as various concerns have been raised and I believe it
became evident that we needed something more in place. Consequently, at the
January 2023 Board meeting, the Board passed a motion directing the Ethics
and Election Committee to develop a “Statement of Board Member
Responsibility, Authority and Expectations” to help assure that Board
duties are better defined and to address any other points raised by
Connecticut counsel.

The proposed motion is intended to improve corporate governance and you
will see that the document is rather inclusive and detailed to help the
Board members better understand their role and to help the organization’s
bylaws better conform with Connecticut law according to our counsel.

Hank, if you have any suggestions for the motion, any wording or revisions,
please let Kristen know. I know she will always listen.

Thanks for the QSO on 10 meters a few weeks ago. See you in the pileups.

I hope you have a prosperous and healthy 2024.

73,

Rick – K5UR


On Monday, January 1, 2024 at 09:05:24 AM CST, Hank Garretson <w6sx at arrl.net>
wrote:



GM Rick,

Please help me understand what problems or issues  the proposed Bylaw 46
change is designed to fix.

Thank you.

Happy New Year!

Ham Exuberantly,

Hank, W6SX
Charter Life Member
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