Greetings Delta Division Members,
The files listed below are the final versions of the motions that have been distributed in advance of the ARRL Board meeting. Please note that the motions authored by the ARRL Board’s Executive Committee and moved by me are considerably different from those presented on various websites and social media outlets, and that there is no motion proposed which would add a provision the removal of an ARRL member or officer. There is no such language in the Executive Committee proposals and there will be no such provision or by-law introduced at the Board meeting. The Board already possess a disciplinary mechanism including expulsion as contained in Article 11 which has been in existence for many years. Please look these over and note the differences to those drafts of the motion floating about on the internet.
There are several proposed changes to the By-Law which have been created by Hudson Director Lisenco, N2YBB. These motions seek to allow votes on the Board by the three sitting Vice Presidents who do not now have a vote on Board issues. I believe that there will NOT be a majority of 10 Directors who will approve this measure as published. I do not support these changes as proposed by Director Lisenco.
Third, you will notice that the Executive Committee motions contain no Code of Conduct. It was decided to leave that out of the set of By-Law proposals since Central Division Director Kermit Carlson, W9XA and I have a motion to amend the code based in part on the motion I made last year at the July Board meeting which would have dealt with some ambiguities in the code. The new motion will clarify those ambiguities that have given rise to the perceived "gag-order" in some social media threads and emails 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 assertion is incorrect. However, the presence of this incorrect perception indicates that the Policy itself suffers from ambiguities or imperfections that must be corrected. The ARRL Policy on Board Governance must be very clear.
Kermit commented on the motion “Codes of board conduct are very much part of the current state of the art in the governance of most large not-for-profit membership organizations. Any ambiguity in that Policy that results in the remotest scintilla of a possible interpretation that the ARRL Board members cannot be transparent to the membership must be corrected.
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. " Prior to the adoption of the “Policy” in 2016 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. That legal firm has been the ARRL Connecticut corporate counsel of record since Clarence Tuska and Hiram Percy Maxim first incorporated our League and I take that firm’s recommendations as the best expert legal advice on Connecticut law available.
It is essential as a statutory requirement that a Director discharge the responsibilities of the office with no external encumbrance on the ability to fulfill these duties. NONE of the rules or policy of Board governance can be construed to create an allegiance to the organization, or to any other person or group that would supersede acting in the best interests of the League membership. Nothing in the Policy should be interpreted as modifying or altering that most essential imperative. “
I couldn’t agree more. We must be transparent within the limits of the law.
73 ES DX
David A, Norris, K5UZ
Director, Delta Division
The files listed below are the final versions of the motions that have been distributed in advance of the ARRL Board meeting. Please note that the motions authored by the ARRL Board’s Executive Committee and moved by me are considerably different from those presented on various websites and social media outlets, and that there is no motion proposed which would add a provision the removal of an ARRL member or officer. There is no such language in the Executive Committee proposals and there will be no such provision or by-law introduced at the Board meeting. The Board already possess a disciplinary mechanism including expulsion as contained in Article 11 which has been in existence for many years. Please look these over and note the differences to those drafts of the motion floating about on the internet.
There are several proposed changes to the By-Law which have been created by Hudson Director Lisenco, N2YBB. These motions seek to allow votes on the Board by the three sitting Vice Presidents who do not now have a vote on Board issues. I believe that there will NOT be a majority of 10 Directors who will approve this measure as published. I do not support these changes as proposed by Director Lisenco.
Third, you will notice that the Executive Committee motions contain no Code of Conduct. It was decided to leave that out of the set of By-Law proposals since Central Division Director Kermit Carlson, W9XA and I have a motion to amend the code based in part on the motion I made last year at the July Board meeting which would have dealt with some ambiguities in the code. The new motion will clarify those ambiguities that have given rise to the perceived "gag-order" in some social media threads and emails 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 assertion is incorrect. However, the presence of this incorrect perception indicates that the Policy itself suffers from ambiguities or imperfections that must be corrected. The ARRL Policy on Board Governance must be very clear.
Kermit commented on the motion “Codes of board conduct are very much part of the current state of the art in the governance of most large not-for-profit membership organizations. Any ambiguity in that Policy that results in the remotest scintilla of a possible interpretation that the ARRL Board members cannot be transparent to the membership must be corrected.
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. " Prior to the adoption of the “Policy” in 2016 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. That legal firm has been the ARRL Connecticut corporate counsel of record since Clarence Tuska and Hiram Percy Maxim first incorporated our League and I take that firm’s recommendations as the best expert legal advice on Connecticut law available.
It is essential as a statutory requirement that a Director discharge the responsibilities of the office with no external encumbrance on the ability to fulfill these duties. NONE of the rules or policy of Board governance can be construed to create an allegiance to the organization, or to any other person or group that would supersede acting in the best interests of the League membership. Nothing in the Policy should be interpreted as modifying or altering that most essential imperative. “
I couldn’t agree more. We must be transparent within the limits of the law.
73 ES DX
David A, Norris, K5UZ
Director, Delta Division
