This page offers examples of other non-profit organizations and how they address some of the same challenges as the current and proposed ARRL by-laws.
CT Non-Profit Organizations
The ARRL contends that Connecticut state law requires a Code of Conduct, Qualification or Conflict of Interest rules for non-profit organizations. We have found some bylaws of comparable membership, non-profit, Connecticut corporations.
Association of Yale Alumni
Here are the bylaws of the Association of Yale Alumni (AYA), which meets all those criteria:
http://www.aya.yale.edu/sites/default/files/docs/AYA_By-Laws_2009.pdf
There is no Code of Conduct, and no Conflict of Interest section.
The actual election of Delegates is at “the Assembly” held in New Haven.
Western Connecticut State University Alumni Association
The Western Connecticut State University Alumni Association, Inc. bylaws may be found at:
https://alumni.wcsu.edu/file/WCSU-Bylaws_revision-june-2017.pdf
The bylaws have no Code of Conduct.
They do have a Conflicts of Interest rule:
Section 8. Conflicts of Interest The term “conflict of interest” includes, without limitation, the reasonable possibility that the matter involves an arrangement to provide compensation or any financial or tangible benefit or payment, directly or indirectly, to a Member of the Board of Directors or any other “disqualified person” (including a person or entity related to or controlled by the Member of the Board of Directors, or otherwise as defined in section 4958 of the Internal Revenue Code and/or Section 33-127 of the Connecticut General Statutes). In the event that there is a question whether a conflict exists, the issue shall be determined by majority vote of the Members of the Board of Directors present and voting, excluding the affected Member of the Board of Directors. A matter does not involve a “conflict of interest” merely because a Member of the Board of Directors serves on the board of another non-profit organization that will be giving funding to, or receiving funding from, the Association. Any Member of the Board of Directors for whom there may exist a conflict of interest shall disclose such possible conflict of interest to the Board of Directors. No Member of the Board of Directors shall discuss or vote on any matter which would involve a conflict of interest. Any Member of the Board of Directors for whom there may exist a conflict of interest shall refrain from discussion or vote on any such matter, and shall not be physically present in the room at the time any vote is taken thereon. No Member of the Board of Directors or Officer may engage in any excess benefit transaction as defined in Section 4958 of the Internal Revenue Code of 1986, as amended. The Board of Directors shall comply with the provisions of Sections 33-1127 through 33-1130 of the Connecticut General Statutes, as amended, regarding “conflicting interest” transactions. The Board of Directors may adopt appropriate policies and procedures to implement this Section, and such policies and procedures may only be amended by the same vote required to amend this Constitution.
Note that a conflict of interest is treated by recusal, not disqualification.
They do have a Removal of Board members rule:
ARTICLE VIII. Removal of Board Members The Executive Committee shall have the authority to bring before the Board of Directors a recommendation to remove a Board Member for reasons including but not limited to infractions of the Bylaws or Policies or acts or conduct that may deem disorderly, injurious, or hostile to the Association or the best interests or the objectives of the Association. A written petition of with a minimum of five (5) elected Board Members may bring before the Board of Directors a recommendation to remove a Board Member following the above qualifications. Discussions on the removal of a member may be conducted in an executive session of the Board, but no votes will be taken during the executive session. A majority vote of the Board of Directors is required to remove a Board Member. Notification of intent to remove, including reasons removal is being sought, must be provided by a certified letter to the Board Member whose removal is sought fourteen (14) days prior to any vote on removal taken by the Board of Directors. The Board Member whose removal is sought shall have the opportunity to present evidence for consideration by the Board of Directors before it holds a vote on removal. If a Board Member is unexcused for three (3) consecutive meeting with no written communication or notification it will be considered a resignation from their position. Notification of intent to accept the resignation, including dates of meetings missed, must be provided by a certified letter to the Board Member to the address on file with WCSU, whose resignation is being accepted fourteen (14) days prior to the next regular meeting where the Board of Directors will accept their resignation. They do not need to respond in order to accept the resignation.
Note that the process cannot be started by a single member solicited letter.
Connecticut Police Chiefs Association
The Connecticut Police Chiefs Association, Inc. (CPCA) is a Connecticut non-profit corporation.
The bylaws may be found at https://www.cpcanet.org/membership/bylaws/
The bylaws have no Code of Conduct, but there is a provision for termination of membership:
Section 9. Termination of Membership:
- Any member may resign from the Association by submitting a written resignation to the Board of Directors. Said resignation shall be effective as of the date received by the Association, unless said resignation specifies another date.
- Any member participating in activities detrimental to the best interests of the Association or the law enforcement profession as determined by the Board of Directors may be suspended pending a review by the Board of Directors and then may be removed from the Association. No member shall be removed without written notification from the Board of Directors that their removal is being considered. The member shall have thirty (30) days to respond to the notice prior to final action by the Board of Directors. Membership may be terminated by a two-thirds majority vote of the Board of Directors present and that decision is final. If a member is convicted of a felony, membership is automatically terminated.
Notice the high bar: a two-thirds vote (not a majority vote, as has been proposed at ARRL).
I didn’t notice a Conflict of Interest clause. I’d be inclined to believe that the Connecticut Police Chiefs Association bylaws are not in violation of Connecticut law. I’d like to see the Day, Pitney memo cited by ARRL Board members who insist that ARRL has been derelict in not previously having a Code of Conduct.
Large National Non-Profit Corporations
USA Cycling
Amended and Restated Bylaws of USA Cycling
USA Cycling is the National Governing Board for bicycle racing. If you want to enter a bicycle race in the Over-65 women’s category, held in Fort Kent, Maine, you need a racing license from USA Cycling.
Notes with respect to the By-Laws:
E. Section 7. All meetings of the Board of Directors shall be open to the public subject to such reasonable requirements of advance notice as the Board may require to accommodate non-Director observation of a Board meeting. Notwithstanding the foregoing, an executive or closed session of Directors may be held if requested by a majority vote of the Directors present, but no Director may be excluded from any meeting or any meeting of its committees or subcommittees.
K1VR Comment: As best I understand it, at the ARRL, all meetings of the Board are closed. Period. Furthermore, the minutes do not reflect motions withdrawn, and, if no motion for a roll-call is made, you may never know who voted for a particular motion that passed. Ethics & Elections Committee meetings are secret, there are no minutes, and matters considered are considered “personnel matters,” even though the individual under discussion is not an employee.
F. Section 2. Each Director must be at least nineteen (19) years of age when taking office. No person shall serve more than four consecutive terms as a Director, except that term limitations shall not apply to the President/CEO. These term limitations shall apply only to terms that commence after July 13, 2011.
K1VR Comment: The explicit term limit is four terms.
Notes with respect to the Code of Conduct:
Section 1. . . . [M]embership may . . . be withdrawn or denied after appropriate due process by USA Cycling. . .
K1VR Comment: In the current proposal to allow withdrawal of an ARRL membership, is due process required? As best I understand it, when K3RF’s disqualification was announced, other than a general phrase including the words “conflict of interest,” he was never informed of the charges against him. And the deliberations of the E&E Committee were both in secret, and never subsequently revealed.
Section 3. The following shall be considered violations of the USA Cycling Code of Conduct:
(a) . . . (q)
K1VR Comment: “The Code and APP [Athlete Protection Policies] are intended to be comprehensive and easily understood, but they are not intended to be exhaustive or complete.” Nonetheless, there are 17 listed violations. Do we really know what could get you in trouble as a candidate, member of the Board of Directors, or general member of ARRL?
National Association of the Deaf
By-laws: https://www.nad.org/about-us/bylaws/
Notes with respect to the By-Laws: There is no provision for expelling a member. The Board of Directors is “elected by ballot by delegates of their respective regions.” The Board has no loyalty oath, no obligation to avoid adverse comment, no Code of Conduct. To remove a Board member requires a due process hearing and a 2/3 vote of the Board. Disclosure and recusal, not disqualification, is the outcome when there is a conflict of interest. Bylaw amendments must be submitted 60 days in advance (not the ARRL’s 30 days), and require a 2/3 vote of the Council of Representatives (see V.1.5, a bigger group than the Board of Directors), not the Board of Directors.