[SCCC] Report of ARRL 1st VP

[w6ph at aol.com]

There is a New England Division Town Hall Meeting scheduled tonight at 7 pm EST.   I don't know if it is open to hams outside of New England.  It will be AB1OC (NE Director) and K6WX (Pacific Director) hosting it.  I think both of them are in favor of adoption.  I think there will be a pig in a tuxedo.
 73, Kurt W6PH
In a message dated 1/10/2024 12:45:41 PM Pacific Standard Time, n6vi at socal.rr.com writes: 
Hi, all.   Here is some candid information from the outgoing ARRL First Vice PresidentMike Raisbeck K1TWF to give you what I consider an unbiased view of currentARRL Board issues.  Mike has released this for public consumption.  It islengthy but is worth the read.   Marty N6VI     1st Vice President Report to the Board                January 2024    I've been the 1st VP for four years now, and a Vice-Director fortwenty-three years before that - a quarter century in all. The truth of thematter is that for me the last four years have been quiet. COVID has had alot to do with this - hamfests and similar gatherings are only now comingback into fashion. This inactivity has been a bit disappointing, but realityis what it is. In any case, this could well be my last 1st VP report, so Ithought I would take up a few more pages than usual to lay out my thoughts,and to get some discussion going that might, in the long run, help lead theBoard in some more fruitful directions. I have several concerns, all of themcentering on matters of ethics and fairness. These are:    - What is a not-for-profit and what does that mean for the way we conductour affairs  - The highly unethical nature of the "Shadow Board"  - The meaning and importance of Board transparency  - Equal representation for our members  - Restructuring the Ethics and Election Committee    I have also included some hints as to how these problems might be remedied.    I. What it Means to be Not-for-profit    We are NOT a for-profit organization, though considerations of long-termfinancial viability are hugely important. I applaud those who have beenfocusing on our finance-related problems and applying their substantialbusiness experience. However, I repeat, we are NOT a for-profitorganization. This difference between for-profit and not-for-profitorganizations rests in the goals. To be for-profit defines the primary goalas optimizing financial payoff to stakeholders. There may be other goals,but they are secondary to generating ROI. In contrast, to be not-for-profitdefines the primary goal as promoting a particular and generallynon-monetary cause. Financial optimization is an important secondary goal,but it is only secondary.    What does this mean for the League? It means that our primary focus ispromoting Amateur Radio, the people who practice it, and above all, ourmembers. Increasing interest in the hobby is something we all strive for,and I personally think we can make progress, even against the demographictide that our ageing membership presents. But, contrary to the tenor of muchBoard conversation over the last few years, a shrinking membership will notkill the League. Membership has varied at different times in our history. Itstarted at zero when the League was founded and has generally, though notuniversally, grown over the years. At every step, the League has adjusted toserve the membership it had. Shrinking membership is only an existentialthreat if we fail to manage the organization's size and scope appropriately.So, let's bring the panic level down a few notches. Let's continue to try togrow the hobby, and thereby League membership, but let's acknowledge that ifwe can't grow the membership, we can simply scale down a bit. The ROI infinancial terms will be smaller, but that is secondary. The ROI in terms ofsupporting our members and our hobby will remain sound.    II. The "Shadow Board" and its Ethical Ramifications    As all of you are aware, we have, over the last two years or so, developedwhat I call a "Shadow Board." Those on the Shadow Board, roughly 10Directors, apparently meet periodically to discuss Board matters, includingproposed motions and actions. The remaining Directors are excluded alongwith the other Board officers. To the best of my knowledge, no formalreports or minutes of these meetings have been prepared, and certainly notshared with the rest of the Board. This is highly unethical, and highlydamaging to the Board and to the League. Let me give some backgroundinformation, then I will describe why this is unethical. First, I shoulddescribe my own board experience, which will give you an idea of where myviews originate. I have been on several small and modest sizednot-for-profit boards, including everything from the local radio club and alarge charter school to the organization, FEMARA, that runs the New EnglandConvention. I have also been on numerous municipal boards, both elected andappointed. A number of the League's Board members, past and present, havehad similar experiences, and I believe some number of you also haveexperience on for-profit boards.    I am most familiar with the municipal realm in Massachusetts, though I canassure you that the ethical and legal considerations are identical, ornearly so, in every state of the Union. Look up "Open Meeting Laws". In thegovernment regulatory sphere there are very strong ethical and legalrequirements surrounding the holding of unannounced or covert boardmeetings. In this context "meeting" generally means any gathering, physicalor virtual (including some serial conversations), of a quorum of a board. Ifa town board were to be caught having shadow meetings such as our Board isdoing, the participants would find themselves before a superior court judgeand in very hot water within days and would be the subjects of state ethicscommission investigations. So, what does this have to do with the board of anot-for-profit? First, let's consider why the rules for municipal boards arewhat they are. There is in the public sphere a general public right to knowwhat the leaders are doing. This is critical if the public is to reasonablyand rationally select, by election or through appointment by electedofficials, those who would govern them. It is this purpose that leads to thedemand for transparency, which I discuss later in this report.    So how does this rationale apply to other boards, not-for-profit orotherwise? That depends on the nature of the board. For many not-for-profitorganizations, perhaps it does not. Many, the majority I believe, ofnot-for-profit boards are self-selecting. The board members choose theirpeers and successors, often based on how deep their pockets are. There is no"public" in the same sense as the term applies to governmental boards. Whilein these cases cutting some board members out of board discussions may notbe the best of governance practices, it does not necessarily damage theprocess by which the board is selected. This rationale applies as well tofor-profit organizations with private or closed boards. The League does NOThave this kind of board. Directors are periodically elected by members basedon geographic areas. Our model is very much like that of a governmentalunit, a town, state, or country. Our members pay for their vote with theirdues. And the geographic aspect makes it even more important to includeevery Board member fully in the decision-making process. Exclusion of anyDirector from discussions is, in effect, disenfranchising the members oftheir division.    So how did this "shadow board" come to be? An underlying current has beenthe allegation of serious breaches of board confidentiality on the part ofseveral Directors in the "out" group, and this has been given, implicitlyand explicitly, as a reason for excluding some people. I have heard similarallegations aimed at Directors in the "in" group. But when I've asked thoseinvolved on either side to give me real details I must say, with perhaps onenotable exception, that very little has been presented that would convinceme we have a problem. Furthermore, to the extent that there have beenbreaches, how severe have they been? There are, to be sure, topics thatdemand Board confidentiality; personnel matters and certain businessnegotiations being at the top of the list, but the vast bulk of what we dois rather mundane, and assigning undue importance to confidentiality inthese areas is largely an exercise in exaggerated self-importance.    Our "shadow board" involves Directors elected by roughly two thirds of ourmembership. Conducting business as it does deprive one third of ourmembership of effective representation. Perhaps this is not illegal,although I'm sure that an enterprising attorney could construct a civil casethat would at least get through the courthouse door. But it utterly failsthe "smell test." It is wrong, it is unethical, it is harmful to the Leagueand its membership, and it needs to stop. NOW. How might we protect theleague from things like this in the future and make clear to our membersthat we take representing them seriously? I would propose something likethis in the standing orders: "Whenever a quorum of the Directors meets, inperson, virtually, or mixed, the meeting shall be announced to the entireBoard and access to the meeting shall be given to all Directors, ViceDirectors, and Officers." This is clear and concise but is far less onerousthan the rules that apply to governmental entities.    III. The Nature of Board Transparency    One can and should infer from the previous sections that Board transparencyis necessary for a healthy Board elected by the membership. It is, perhaps,not the kind of transparency that some critics of the League have calledfor, such as live broadcasts of Board meetings, though this argument couldcertainly be made. The point of transparency is that both League members andBoard members should have sufficient information to carry out their roles. Isee two areas in which our Board is lacking. First, our reporting of majoractions is weak. The Board minutes that we feed to our membership seemdesigned to minimize disclosure to a fairly superficial level. Over theyears we have intentionally avoided or minimized details of ourdeliberations; we have had specific discussion on this topic at Boardmeetings. Furthermore, we have been less than diligent in distributing whatinformation we do reveal to our members in a timely fashion. In addition, wedon't, as a matter of course, report who voted and how, unless someonerequests a roll call, and when several Directors did start exercising thispower more frequently, the Board voted to change the rules to make roll callvotes more difficult. The rational as I understand it was that the rollcalls were taking too much time. This is as specious an excuse as one couldmuster. In fact, why not record votes on every motion? The technology existsto do this easily and quickly, or it could simply be done by the Secretary.    Reticence to record votes has far more to do with avoiding embarrassment onthe part of the Directors than with saving time at the meetings. Can we doanything about this? Of course, and easily. I would propose adding somethinglike the following to the Standing Orders: "All votes of the Board shall berecorded, including who voted and how, and, except in the case of votes madeduring executive sessions, immediately reported." This brings me back to thetopic of Board confidentiality, already mentioned above in the previoussection. Yes, there are certain things that should not be publiclydisclosed, or should be disclosed only at a high level: personnel matters,legislative negotiation strategies, and certain sensitive businessnegotiations. There is good reason to be careful in these areas. However,such matters are generally easy to discern. Few of the cases of allegedbreach of confidentiality that have come to my attention have had muchimpact in these arenas. So, what is the real reason for the Board'sobsession with secrecy and confidentiality? As mentioned above, it isclearly the desire to avoid embarrassment (and perhaps evenaccountability?). This raises a HUGE RED FLAG. We've all experiencedembarrassment and it isn't pleasant, but fear of embarrassment is also avery important signal that warns us when we are on a path that is illadvised, unethical, or worse, and that requires some serious rethinking.    IV. Equal representation for all members    We are a membership organization with an elected board. As such, eachmember's vote should be counted roughly equally. Sadly, and as we all know,this is far from the case. The following chart reveals the numbers of fullmembers in each division as of last November with the relative value of asingle member's vote in each division. The disparity is appalling. The voteof a member in the Southeastern division is worth one-fifth of that of amember in the Dakota division:    Division                    Full Members            Vote Value Relative toAverage  Atlantic                      11464                                    0.8  Central                        9306                                    1.0  Dakota                        3052                                    3.0  Delta                            66761.4  Great Lakes              11037                                    0.8  Hudson                        4857                                    1.9  Midwest                      5991                                    1.5  New England            8236                                    1.1  Northwest                  11317                                    0.8  Pacific                          88721.0  Roanoke                    11693                                    0.8  Rocky Mountain        6990                                    1.3  Southeastern            14101                                    0.6  Southwestern          10655                                    0.8  West Gulf                  11043                                    0.8    total full members 135290              average division 9019    There will never be perfection, as division membership numbers change overtime. Nonetheless, considerations of fundamental fairness dictate that theLeague do something to level the playing field. Our members all pay the samedues; they deserve the same rights. The status quo is simply not defensibleon ethical grounds. There are multiple possible solutions to this problem,all easy to describe but politically difficult to implement. But the problemmust be solved. A good start would be to define boundary goals. Perhaps weshould add something like this to our bylaws: "The number of membersentitled to vote in each division shall be between 80% and 120% of thenumber in an average sized division."  By this standard, only four divisionscurrently pass muster - Central, New England, Pacific, and Southwestern.    V. The Ethics and Elections Committee    The Board has for many years relied on an Ethics and Elections committee asa mechanism for managing questions of ethics and propriety. Any objectiveanalysis of its efficacy would conclude that the results have been mixed atbest. On smaller details having to do with the conduct of elections, thecommittee has mostly been able to bring order when needed. But on some ofthe truly important matters, the Committee has failed, leading toaccusations of weaponization, arbitrariness, and bias. I will note threesituations that have arisen in recent years to illustrate this.    In one, a Director was censured for activities characterized as breach ofconfidentiality when, in fact, the underlying "offense" was an encounterbetween the Director and a Board Officer at a Board meeting, one that someBoard members found to be unacceptable. The result has fueled anti-Leaguerhetoric and damaged the reputation and stature of the Board.    In another, a Vice-Director was denied the right to run based on aninterpretation of conflict of interest that can, at best, be characterizedas convoluted and tortured. Much to his credit, that Vice-Director took thelong view and has since returned to the Board as an elected Director. Aninteresting side note is that a few years later, a Director candidate foundhimself in a very similar situation, and there was no action by the E&E.Inconsistent results like this damage the League.    In the most recent, a Director proposed to publish a book that was inviolation of any reasonable interpretation of conflict of interest. The E&Egave an initial OK, a decision that in itself was impossible to justify,then backtracked on that approval claiming that important information hadbeen withheld, though the proposed publication would have been, with orwithout the withheld information and beyond any doubt whatever, a violationof conflict of interest. The result was a kerfuffle that cast the League ina most unfavorable light, and which gave the Director plenty of ammunitionto criticize the Board.    In summary, on big issues our Ethics and Elections committee has been analmost total flop. While it might be tempting to criticize the individualDirectors on that committee, in fact, each of the three E&E committeesinvolved in the cases above had a different membership. The problem wouldseem to have less to do with individuals than with a flawed process. Oneimportant flaw is that the committee makeup changes frequently due to ourrules about who may serve on it. The short terms served on the committeehave led to inconsistency from year to year, inconsistency that from theoutside is perceived as arbitrariness. Another is that information andhistory do not seem to pass easily from one E&E to another. We keep tryingto reinvent the wheel.    One thing that is not a flaw is the various pieces of Board policy andConnecticut law that together form our code of conduct. While it is always agood idea to periodically review and update the code of conduct, theperiodic attempts to "fix" the codification of the code amount to no morethan rearranging the deck chairs on the Titanic, and doing so will not fixthe problems with the E&E. Recent history shows that our problems lie not inthe details of that code, but rather in the inconsistency of itsapplication.    Many boards of all sorts now call upon third-party organizations to vetethical issues. We might be well advised to do this, as has been discussedseveral times in Board meetings. The following, framed as a bylaw change, isone way to proceed: "The President, or a committee appointed by thePresident, shall find and recommend an outside firm to investigate andadjudicate matters of Board ethics and election conduct." Another approachmight be to enlist past Directors, Vice-Directors, and Officers, nowpresumably detached from the Board nitty-gritty but still familiar with thegeneral operations, to take on this role. This would be less expensive andarguably would lead to an E&E better informed about board and electionoperation. "The Board shall elect an Ethics and Elections committee made upof 3 individuals who have served, but are not currently serving, asDirector, Vice-Director, or Board Officer."    VI. Summary    In the previous sections I've laid out what I believe to be some of the mostpressing issues challenging the Board today. To reiterate:  - Balancing our not-for-profit character with the need for sound businessmanagement  - The threat posed by the "Shadow Board"  - Living up to our duty of transparency  - Equal representation for our members  - Fixing the Ethics and Election Committee process    These are challenges not to the body of the League, but to its soul. Thingslike cash flow, building up an endowment, or increasing the membership aremore practical problems, and we have on the Board and at the helm of theLeague people who are willing, able, and eager to tackle them. I've alsosketched out possible solutions to the problems I've described. These would,of course, need to be fleshed out and made into motions, but that shouldn'tbe too hard to do. I would be happy to assist.    VII. And Now for a Final    It's time to wrap things up. I've been on this Board for 25 years now. It'sbeen quite a ride. I've served under five presidents, survived no-codelicensing, battled for antenna rights in the courts, fought in the"Vice-Director War", and gotten to know some very fine people in theprocess, many still with us, a few, sadly, no longer. I could try to nameyou all, but the list would be long, and I would no doubt omit someoneimportant. But I will call out one old friend, no longer with us, whom Isorely miss. That would be Pacific Division Director Jim Tiemstra. Those whoknew him may recognize some of his ideas in the preceding pages. I am notyet done with League service, but I may be entering something of a hiatus.For now, I'll be building up the veggie farm, finally putting my antennafarm back together, busying myself with town politics, sliding intoprofessional retirement, and generally looking for new ways to get introuble.   73,   Mike Raisbeck k1twf 1st Vice President _______________________________________________SCCC mailing listSCCC at contesting.comhttp://lists.contesting.com/mailman/listinfo/sccc