[SCCC] Report of ARRL 1st VP

[Drew Arnett]

What is "legislative negotiation strategies" as mentioned?

> Message: 2
> Date: Wed, 10 Jan 2024 12:44:54 -0800
> From: "Marty Woll" <n6vi at socal.rr.com>
> To: "sccc" <sccc at contesting.com>
> Subject: [SCCC] Report of ARRL 1st VP
> Message-ID: <006801da4405$de22f890$9a68e9b0$@socal.rr.com>
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>
> 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