[SCCC] Report of ARRL 1st VP

Wed Jan 10 16:36:05 EST 2024

Hi, Kurt.

Others outside New England have reported that they have not been allowed to join that meeting.

73,

Marty N6VI

From: w6ph at aol.com [mailto:w6ph at aol.com] 
Sent: Wednesday, January 10, 2024 1:07 PM
To: n6vi at socal.rr.com; sccc at contesting.com
Subject: Re: [SCCC] Report of ARRL 1st VP

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 President

Mike Raisbeck K1TWF to give you what I consider an unbiased view of current

ARRL Board issues.  Mike has released this for public consumption.  It is

lengthy 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 for

twenty-three years before that - a quarter century in all. The truth of the

matter is that for me the last four years have been quiet. COVID has had a

lot to do with this - hamfests and similar gatherings are only now coming

back into fashion. This inactivity has been a bit disappointing, but reality

is what it is. In any case, this could well be my last 1st VP report, so I

thought 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 the

Board in some more fruitful directions. I have several concerns, all of them

centering on matters of ethics and fairness. These are: 

- What is a not-for-profit and what does that mean for the way we conduct

our 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-term

financial viability are hugely important. I applaud those who have been

focusing on our finance-related problems and applying their substantial

business experience. However, I repeat, we are NOT a for-profit

organization. This difference between for-profit and not-for-profit

organizations rests in the goals. To be for-profit defines the primary goal

as optimizing financial payoff to stakeholders. There may be other goals,

but they are secondary to generating ROI. In contrast, to be not-for-profit

defines the primary goal as promoting a particular and generally

non-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 is

promoting Amateur Radio, the people who practice it, and above all, our

members. Increasing interest in the hobby is something we all strive for,

and I personally think we can make progress, even against the demographic

tide that our ageing membership presents. But, contrary to the tenor of much

Board conversation over the last few years, a shrinking membership will not

kill the League. Membership has varied at different times in our history. It

started at zero when the League was founded and has generally, though not

universally, grown over the years. At every step, the League has adjusted to

serve the membership it had. Shrinking membership is only an existential

threat 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 to

grow the hobby, and thereby League membership, but let's acknowledge that if

we can't grow the membership, we can simply scale down a bit. The ROI in

financial terms will be smaller, but that is secondary. The ROI in terms of

supporting 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, developed

what I call a "Shadow Board." Those on the Shadow Board, roughly 10

Directors, apparently meet periodically to discuss Board matters, including

proposed motions and actions. The remaining Directors are excluded along

with the other Board officers. To the best of my knowledge, no formal

reports or minutes of these meetings have been prepared, and certainly not

shared with the rest of the Board. This is highly unethical, and highly

damaging to the Board and to the League. Let me give some background

information, then I will describe why this is unethical. First, I should

describe my own board experience, which will give you an idea of where my

views originate. I have been on several small and modest sized

not-for-profit boards, including everything from the local radio club and a

large charter school to the organization, FEMARA, that runs the New England

Convention. I have also been on numerous municipal boards, both elected and

appointed. A number of the League's Board members, past and present, have

had similar experiences, and I believe some number of you also have

experience on for-profit boards. 

I am most familiar with the municipal realm in Massachusetts, though I can

assure you that the ethical and legal considerations are identical, or

nearly so, in every state of the Union. Look up "Open Meeting Laws". In the

government regulatory sphere there are very strong ethical and legal

requirements surrounding the holding of unannounced or covert board

meetings. In this context "meeting" generally means any gathering, physical

or virtual (including some serial conversations), of a quorum of a board. If

a town board were to be caught having shadow meetings such as our Board is

doing, the participants would find themselves before a superior court judge

and in very hot water within days and would be the subjects of state ethics

commission investigations. So, what does this have to do with the board of a

not-for-profit? First, let's consider why the rules for municipal boards are

what they are. There is in the public sphere a general public right to know

what the leaders are doing. This is critical if the public is to reasonably

and rationally select, by election or through appointment by elected

officials, those who would govern them. It is this purpose that leads to the

demand for transparency, which I discuss later in this report. 

So how does this rationale apply to other boards, not-for-profit or

otherwise? That depends on the nature of the board. For many not-for-profit

organizations, perhaps it does not. Many, the majority I believe, of

not-for-profit boards are self-selecting. The board members choose their

peers 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. While

in these cases cutting some board members out of board discussions may not

be the best of governance practices, it does not necessarily damage the

process by which the board is selected. This rationale applies as well to

for-profit organizations with private or closed boards. The League does NOT

have this kind of board. Directors are periodically elected by members based

on geographic areas. Our model is very much like that of a governmental

unit, a town, state, or country. Our members pay for their vote with their

dues. And the geographic aspect makes it even more important to include

every Board member fully in the decision-making process. Exclusion of any

Director from discussions is, in effect, disenfranchising the members of

their division. 

So how did this "shadow board" come to be? An underlying current has been

the allegation of serious breaches of board confidentiality on the part of

several Directors in the "out" group, and this has been given, implicitly

and explicitly, as a reason for excluding some people. I have heard similar

allegations aimed at Directors in the "in" group. But when I've asked those

involved on either side to give me real details I must say, with perhaps one

notable exception, that very little has been presented that would convince

me we have a problem. Furthermore, to the extent that there have been

breaches, how severe have they been? There are, to be sure, topics that

demand Board confidentiality; personnel matters and certain business

negotiations being at the top of the list, but the vast bulk of what we do

is rather mundane, and assigning undue importance to confidentiality in

these areas is largely an exercise in exaggerated self-importance. 

Our "shadow board" involves Directors elected by roughly two thirds of our

membership. Conducting business as it does deprive one third of our

membership of effective representation. Perhaps this is not illegal,

although I'm sure that an enterprising attorney could construct a civil case

that would at least get through the courthouse door. But it utterly fails

the "smell test." It is wrong, it is unethical, it is harmful to the League

and its membership, and it needs to stop. NOW. How might we protect the

league from things like this in the future and make clear to our members

that we take representing them seriously? I would propose something like

this in the standing orders: "Whenever a quorum of the Directors meets, in

person, virtually, or mixed, the meeting shall be announced to the entire

Board and access to the meeting shall be given to all Directors, Vice

Directors, and Officers." This is clear and concise but is far less onerous

than the rules that apply to governmental entities. 

III. The Nature of Board Transparency 

One can and should infer from the previous sections that Board transparency

is necessary for a healthy Board elected by the membership. It is, perhaps,

not the kind of transparency that some critics of the League have called

for, such as live broadcasts of Board meetings, though this argument could

certainly be made. The point of transparency is that both League members and

Board members should have sufficient information to carry out their roles. I

see two areas in which our Board is lacking. First, our reporting of major

actions is weak. The Board minutes that we feed to our membership seem

designed to minimize disclosure to a fairly superficial level. Over the

years we have intentionally avoided or minimized details of our

deliberations; we have had specific discussion on this topic at Board

meetings. Furthermore, we have been less than diligent in distributing what

information we do reveal to our members in a timely fashion. In addition, we

don't, as a matter of course, report who voted and how, unless someone

requests a roll call, and when several Directors did start exercising this

power more frequently, the Board voted to change the rules to make roll call

votes more difficult. The rational as I understand it was that the roll

calls were taking too much time. This is as specious an excuse as one could

muster. In fact, why not record votes on every motion? The technology exists

to 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 on

the part of the Directors than with saving time at the meetings. Can we do

anything about this? Of course, and easily. I would propose adding something

like the following to the Standing Orders: "All votes of the Board shall be

recorded, including who voted and how, and, except in the case of votes made

during executive sessions, immediately reported." This brings me back to the

topic of Board confidentiality, already mentioned above in the previous

section. Yes, there are certain things that should not be publicly

disclosed, or should be disclosed only at a high level: personnel matters,

legislative negotiation strategies, and certain sensitive business

negotiations. There is good reason to be careful in these areas. However,

such matters are generally easy to discern. Few of the cases of alleged

breach of confidentiality that have come to my attention have had much

impact in these arenas. So, what is the real reason for the Board's

obsession with secrecy and confidentiality? As mentioned above, it is

clearly the desire to avoid embarrassment (and perhaps even

accountability?). This raises a HUGE RED FLAG. We've all experienced

embarrassment and it isn't pleasant, but fear of embarrassment is also a

very important signal that warns us when we are on a path that is ill

advised, 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, each

member'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 full

members in each division as of last November with the relative value of a

single member's vote in each division. The disparity is appalling. The vote

of a member in the Southeastern division is worth one-fifth of that of a

member in the Dakota division: 

Division                    Full Members            Vote Value Relative to

Average 

Atlantic                      11464                                    0.8

Central                        9306                                    1.0

Dakota                        3052                                    3.0 

Delta                            6676

1.4 

Great Lakes              11037                                    0.8 

Hudson                        4857                                    1.9 

Midwest                      5991                                    1.5 

New England            8236                                    1.1 

Northwest                  11317                                    0.8 

Pacific                          8872

1.0 

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 over

time. Nonetheless, considerations of fundamental fairness dictate that the

League do something to level the playing field. Our members all pay the same

dues; they deserve the same rights. The status quo is simply not defensible

on ethical grounds. There are multiple possible solutions to this problem,

all easy to describe but politically difficult to implement. But the problem

must be solved. A good start would be to define boundary goals. Perhaps we

should add something like this to our bylaws: "The number of members

entitled to vote in each division shall be between 80% and 120% of the

number in an average sized division."  By this standard, only four divisions

currently 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 as

a mechanism for managing questions of ethics and propriety. Any objective

analysis of its efficacy would conclude that the results have been mixed at

best. On smaller details having to do with the conduct of elections, the

committee has mostly been able to bring order when needed. But on some of

the truly important matters, the Committee has failed, leading to

accusations of weaponization, arbitrariness, and bias. I will note three

situations that have arisen in recent years to illustrate this. 

In one, a Director was censured for activities characterized as breach of

confidentiality when, in fact, the underlying "offense" was an encounter

between the Director and a Board Officer at a Board meeting, one that some

Board members found to be unacceptable. The result has fueled anti-League

rhetoric and damaged the reputation and stature of the Board. 

In another, a Vice-Director was denied the right to run based on an

interpretation of conflict of interest that can, at best, be characterized

as convoluted and tortured. Much to his credit, that Vice-Director took the

long view and has since returned to the Board as an elected Director. An

interesting side note is that a few years later, a Director candidate found

himself 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 in

violation of any reasonable interpretation of conflict of interest. The E&E

gave an initial OK, a decision that in itself was impossible to justify,

then backtracked on that approval claiming that important information had

been withheld, though the proposed publication would have been, with or

without the withheld information and beyond any doubt whatever, a violation

of conflict of interest. The result was a kerfuffle that cast the League in

a most unfavorable light, and which gave the Director plenty of ammunition

to criticize the Board. 

In summary, on big issues our Ethics and Elections committee has been an

almost total flop. While it might be tempting to criticize the individual

Directors on that committee, in fact, each of the three E&E committees

involved in the cases above had a different membership. The problem would

seem to have less to do with individuals than with a flawed process. One

important flaw is that the committee makeup changes frequently due to our

rules about who may serve on it. The short terms served on the committee

have led to inconsistency from year to year, inconsistency that from the

outside is perceived as arbitrariness. Another is that information and

history do not seem to pass easily from one E&E to another. We keep trying

to reinvent the wheel. 

One thing that is not a flaw is the various pieces of Board policy and

Connecticut law that together form our code of conduct. While it is always a

good idea to periodically review and update the code of conduct, the

periodic attempts to "fix" the codification of the code amount to no more

than rearranging the deck chairs on the Titanic, and doing so will not fix

the problems with the E&E. Recent history shows that our problems lie not in

the details of that code, but rather in the inconsistency of its

application. 

Many boards of all sorts now call upon third-party organizations to vet

ethical issues. We might be well advised to do this, as has been discussed

several times in Board meetings. The following, framed as a bylaw change, is

one way to proceed: "The President, or a committee appointed by the

President, shall find and recommend an outside firm to investigate and

adjudicate matters of Board ethics and election conduct." Another approach

might be to enlist past Directors, Vice-Directors, and Officers, now

presumably detached from the Board nitty-gritty but still familiar with the

general operations, to take on this role. This would be less expensive and

arguably would lead to an E&E better informed about board and election

operation. "The Board shall elect an Ethics and Elections committee made up

of 3 individuals who have served, but are not currently serving, as

Director, Vice-Director, or Board Officer." 

VI. Summary 

In the previous sections I've laid out what I believe to be some of the most

pressing issues challenging the Board today. To reiterate: 

- Balancing our not-for-profit character with the need for sound business

management 

- 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. Things

like cash flow, building up an endowment, or increasing the membership are

more practical problems, and we have on the Board and at the helm of the

League people who are willing, able, and eager to tackle them. I've also

sketched 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't

be 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's

been quite a ride. I've served under five presidents, survived no-code

licensing, battled for antenna rights in the courts, fought in the

"Vice-Director War", and gotten to know some very fine people in the

process, many still with us, a few, sadly, no longer. I could try to name

you all, but the list would be long, and I would no doubt omit someone

important. But I will call out one old friend, no longer with us, whom I

sorely miss. That would be Pacific Division Director Jim Tiemstra. Those who

knew him may recognize some of his ideas in the preceding pages. I am not

yet 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 antenna

farm back together, busying myself with town politics, sliding into

professional retirement, and generally looking for new ways to get in

trouble.

73,

Mike Raisbeck k1twf

1st Vice President

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