Governance Issues at the January 2018 ARRL Board Meeting

by my ARRLvoice

 

ARRL members, not being invited to observe meetings of the Board, depend on two sources for information as to what transpires at those meetings: the published minutes of the meeting and the oral and / or written reports and summaries offered by their elected representatives who were in attendance.  The minutes typically do not reflect the content of discussions surrounding a particular proposal but only the vote on or other disposition of each proposal.  Any visibility into the arguments in favor of or in opposition to a proposed action would ordinarily have to come from the communications the Directors and Vice Directors have with their Division members subsequent to the meeting.

In the case of the January 2018 ARRL Board meeting, eyewitness accounts include significant matters specifically related to certain governance proposals that were omitted from the published minutes.  We believe that the extensive public discussion of the governance proposals on myARRLvoice.org and in other forums and media create both a reasonable expectation and an obligation on the part of the League to disclose the related actions on those proposals thoroughly and accurately.

Proposals that concern governance are normally considered at one of two points in the meeting, depending on the source of the proposal.  Those originating with the Executive Committee are taken up during consideration of Standing Committee Motions, the next-to-last section of the agenda.  Those originating from individual Directors are raised and addressed at the end of the meeting during the rounds of Director Motions.

Since the published January 2018 meeting minutes appear to be incomplete, we offer the reader the missing detail concerning some important activities during the meeting.  To save you having to go to a separate source, we have extracted the governance-related sections of the published minutes and have added, in bold type, the additional activity reported to us but not reflected in the published minutes.

Proceedings of the January 2018 ARRL Board meeting related to governance issues

Consideration of Recommendations from Standing Committees

40. The Board moved to consideration of recommendations from Standing Committees. On behalf of the Executive Committee, Mr. Norris moved and Mr. Williams seconded, that:

Upon review and advice of ARRL’s Connecticut Corporate counsel Day Pitney, and from review and revisions of the existing ARRL Articles of Association and Bylaws, by the working group of the Executive Committee; therefore, be it known that we, the subscribers, do hereby associate ourselves as a body politic and corporate entity pursuant to the statue laws of the State of Connecticut regulating the formation and organization of corporations without capital stock with the following Article is hereby added to the

ARRL Articles of Association:

Article 15:

The personal liability of any Director to the Corporation or its members for monetary damages for breach of duty as a Director is hereby limited to the amount of the compensation received by the Director for serving the Corporation during the year of the violation if such breach did not (a) involve a knowing and culpable violation of law by the Director; (b) enable the Director or an associate, as defined in subdivision (2) of

Section 33-840 of the Connecticut Business Corporation Act, as amended (the “Act”), to

receive an improper personal economic gain; (c) show a lack of good faith and a conscious disregard for the duty of the Director to the Corporation under circumstances in which the Director was aware that his conduct or omission created an unjustifiable risk of serious injury to the Corporation; or (d) constitute a sustained and unexcused pattern of inattention that amounted to an abdication of the Director’s duty to the Corporation. This provision shall not limit or preclude the liability of a Director for any act or omission occurring prior to the effective date hereof. Any lawful repeal or modification of this provision shall not adversely affect any right or protection of a Director existing at or prior to the time of such repeal or modification.

After discussion, Mr. Norris, with the consent of Mr. Williams, withdrew the motion for discussions between the Executive Committee, the General Counsel and ARRL Connecticut corporate counsel.

41. Mr. Norris moved, seconded by Mr. Williams that:

Upon review and advice of ARRL’s Connecticut Corporate Counsel Day Pitney, and from review and revision of the existing ARRL Articles of Association and Bylaws by the working group of the Executive Committee; therefore, be it known that By Laws 8, 9 and 10 are hereby amended as follows:

Life Membership

8. Life Membership in the League is available upon payment of twenty-five times the annual dues rates set forth above.
9. Life Membership is not transferable.
10. Should a Life Member who paid dues at a multiple of the special rate established in By-Law 7 cease to be eligible for the special rate, his membership shall cease and the amount paid shall be creditable toward a Life Membership, including receipt of QST, at the then-current rate.

After discussion, the motion was withdrawn and referred to the Administration and Finance committee for further consideration.

42. After discussion on several issues relating to pending proposals to amend the Articles of Association and Bylaws, President Roderick, with the consent of the Board, agreed to the following statement, authored by Mr. Norris, being included in the minutes:

Mr. Williams and I will not introduce Motions EC-1 through EC-11 with Norris EC -5 being referred to the Admin and Finance Committee for further study.  I and others on this Board have expressed to our Divisions that we are a Membership organization and we appreciate their continued input.  While a great deal of thought and effort went into consideration of the matters addressed by EC-1 – EC 11 and we extend our thanks to all that worked with us on these motions, in particular General Counsel Imlay, IAVP Bellows and First VP Widin. We believe that due to the significance of the changes addressed and the well-intentioned concern expressed by a portion of our Membership, that it would be in the best interest of the League we love, and the Members we proudly serve, that we take more time to consider the needed changes.  We chose to take this extra time both to address the belief amongst some that the Motions were not well intentioned AND to provide an opportunity to seek further input and participation from the responsible Members of the League to assist us in ensuring the future of the League and Amateur Radio.

We request the staff and the Executive Committee to place the Motions, EC-1 through EC-11 on the ARRL website with a white paper explaining each Motion. The white paper should show the changes from the original Articles of Association and Bylaws in an easily readable manner. Headquarters should also be directed to release an appropriate announcement to Members on these matters when this information becomes available.

Director’s Motions

46. The Board next moved to the consideration of Director’s motions, which began with a lengthy discussion on issues related to Board governance.

[Activity not reported in the minutes.]  Mr. Abernethy moved, seconded by Mr. Allen that the ARRL Policy on Board Governance and Conduct of Members of the Board of Directors and Vice Directors, adopted on or about January 20-21, 2017 is hereby RESCINDED effective upon the adjournment of the January 2018 Meeting of the Board of Directors of The American Radio Relay League, Incorporated.

Mr. Abernethy, upon the introduction of the Motion, made the following statement, on behalf of both he and Mr. Allen:

“The existing Code of Conduct — adopted a year ago — has become a source of extreme dissatisfaction with the League by our Members. That dissatisfaction has reached an overwhelming level within the past couple of weeks — a level that is now toxic — and that unless addressed in a manner seen by the Membership as reflective of their concerns — poses a serious risk of long-term damage to support for the League. The repeal of the Code of Conduct WILL NOT and is NOT intended to change or erase any actions based on the existing code that were taken by this Board before this meeting. Those actions remain in effect. Our proposed repeal is not a statement that a Code of Conduct should not be adopted or that one is not needed. This repeal also is not, and is not intended to be a negative comment on those who drafted it or who have supported it in the past. It is a recognition that the current Code has created an environment so toxic that it no longer serves its original purpose. In the current toxic environment, a partial change carries the risk that a partial change will be viewed by the enraged Membership as a deliberate rejection of the Members’ concern and a continuation of a policy that has earned — rightly or wrongly — universal scorn. It is our intent that we not abandon a Code of Conduct — but that we start with a clean slate. It is our wish that the President appoint a committee consisting of members of this Board and responsible, knowledgeable Members to propose no later than 60 days before the July 2018 Board meeting a new Code of Conduct that serves the needs of the League and the Members.”

The Board engaged in a significant and lengthy discussion of Mr. Abernethy’s Motion. After intense discussion, Mr. Abernethy and Mr. Allen agreed to withdraw their Motion in return for the introduction of a motion by Mr. Carlson to be seconded by Mr. Abernethy.

47. Mr. Carlson moved, seconded by Mr. Abernethy, that:

WHEREAS being elected to serve on the ARRL Board of Directors is an honor and privilege bestowed by the membership; and

WHEREAS, it 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; and

WHEREAS, ARRL Officers, Directors and Vice Directors must always abide by, and are obligated to follow, the three legal duties of good faith, care and loyalty during their tenure; where the duty of good faith means that the Board member must act in compliance with the corporate mission, at Division and national levels, and not in a way that is inconsistent with ARRL’s goals; and

WHEREAS, The ARRL Board of Directors has a legal requirement identified by the

ARRL’s Connecticut Corporate Counsel to establish an ARRL POLICY ON BOARD

GOVERNANCE AND CONDUCT OF MEMBERS OF THE BOARD OF DIRECTORS

AND VICE DIRECTORS which is appropriate with respect to the requirements of

Connecticut law, which addresses the specific requirements of the ARRL representative membership governance and, which is free of ambiguity; and

WHEREAS, 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;

BE IT THEREFORE RESOLVED the entire Code of Conduct must be reviewed by the

ARRL Officers, Directors and Vice Directors with a deadline for completion of a final draft version 60 days in advance of the July 2018 meeting of the ARRL Board of

Directors and be reported at that meeting; and

FURTHER the following changes are made to the ARRL POLICY ON BOARD

GOVERNANCE AND CONDUCT OF MEMBERS OF THE BOARD OF DIRECTORS AND VICE DIRECTORS effective immediately.

1. Confidentiality 6. C. delete the following sentence: “A Board member may not, in disclosing anything about the Board’s deliberations, discuss or disclose the votes of the Board or of individual Board members (including his/her own) unless the Board has previously made the votes public”.
2. Suspend all of Section 8. “Support of Board Decisions.”

After discussion, a roll call vote being requested by Mr. Allen, and by a vote of 14-0-1, the motion was ADOPTED with Directors Abernethy, Carlson, Holden, Norris, Williams, Lisenco, Blocksome, Frenaye, Pace, Vallio, Boehner, Allen, Sarratt and Stratton voting AYE with Director Norton ABSTAINING

48. On the motion of Mr. Norris, seconded by Mr. Frenaye, it was unanimously VOTED that

The policy concerning petitions by candidates for nomination for ARRL elected office be changed such that

1. The candidate shall be informed in writing at the beginning of the nomination process that decisions of the Ethics and Elections Committee concerning candidate eligibility will be made publicly available unless the candidate expressly requests otherwise; and that, if it is requested by the candidate that the reason(s) not be disclosed publicly, that the ARRL shall be authorized to publicly reveal that this permission was not granted, and to disclose the request for privacy as received by the candidate;
2. If a candidate’s petition is rejected by the Ethics and Elections Committee, the candidate shall, with the notification of ineligibility, be given the opportunity to request in writing that the reason for the rejection not be made public. The candidate shall have 10 (ten) business days from the date that notice is given to the candidate to request privacy. If no such request is received within this period, the information may be publicly released. This information shall include the reasons for the rejection, with reference to the relevant ARRL governing documents, and may include other correspondence to or from the Ethics and Elections Committee and/or the Board concerning disqualifications;
3. The candidate shall agree, in writing, to hold the ARRL harmless from any damages or alleged damages arising from or related to the release of information concerning candidate certification or non-certification;
4. That the forms and materials associated with the nomination for ARRL elected office be updated to reflect these policies.

[Activity not reported in the minutes.]  Director Lisenco announced that he was withdrawing from consideration by the Board his Motions entitled Lisenco 1 Motion through Lisenco 7 Motion, each of which had been submitted to the Secretary more than thirty days in advance of the meeting.