October 2005 - arrl-odv - reflector.arrl.org

[arrl-odv:13250] Re: Thoughts on Article 11
by K5ur＠aol.com 27 Oct '05

27 Oct '05

BTW, I want to thank Jay for stepping out there and taking on this Art. 11 issue. It's not an easy matter and he obviously put a lot of work into it. We all need to look very closely at it and be pondering it before the Board meeting. 73, K5UR

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[arrl-odv:13249] Re: Thoughts on Article 11
by Andy Oppel 27 Oct '05

27 Oct '05

I work for a firm that does Human Resources Services (payroll, benefits, etc.). Since they fall under all sorts of regulations, they have an ethics rule that employees must avoid even the **appearance** of conflict of interest. With a more relaxed rule than we have now, we open the door for someone to claim that there was a personal gain bias attached to one issue/vote or another. Such accusations are easy to make and really difficult to refute (any attorney will tell you that it's really difficult, if not impossible, to prove what **did not** happen, and thus much easier to prove what **did** happen). I'm not saying that I necessarily agree with what we have now, but I do hope the directors consider the other side (how to defend against the inevitable protests and accusations) if we change the rule. -- Andy Oppel, N6AJO At 08:49 AM 10/27/2005, you wrote: >I'd like to follow up on the point that Frank highlighted (regarding Jay's >paragraph that began "I suggest that the appropriate parties to make the >decision of who should represent them on the ARRL Board are the members of a >Division in the election process, not the Board of Directors."). > >That's why we have elections and are neither a self-perpetuating board nor a >board selected by management. > >Even without Article 11, not every member would be eligible to run for the >Board. There would still be the minimum age requirement, the length of >licensing requirement, the continuous years of Full membership requirement, >and the license class requirement. No matter how many members in a Division >might want to vote for somebody who doesn't meet one or more of those >criteria, they can't. > >More central to the point Frank zeroed in on is that I believe the Board -- >as an institution, not just the particular individuals who now sit at the >table -- has not only the right but indeed the duty to do their utmost to >ensure that the League's governance remains demonstrably independent in >thought and action from influence by commercial and government entities. To >me that includes the duty to screen nominees before they are presented to >the membership as candidates for the Board. > >If this means occasionally advising members that although the popular Mr. or >Ms. X is no doubt a fine person, a good ham, etc., etc., he or she is not >*at the present time* eligible to run for the Board owing to his or her >occupation, so be it. > >Gosh. I guess I'm not a Jacksonian democrat after all. > >Dave points out that many people who have been declared ineligible were not >in the Amateur Radio business per se. That may be partly because the sort of >people who -- for example -- own HRO or MFJ or represent ICOM or used to >publish that newsletter on icky pink paper were never nominated in the first >place because it is perfectly obvious that they were not eligible. What we >pay the Election & Ethics Committee the big bucks for is to analyze and rule >on the nominations of people whose occupational situations are not such >no-brainers. > >Perhaps it would be possible to re-word Article 11 somewhat -- maybe along >the lines of the plain-English paraphrase that appears the QST election >notice -- so as to make it clearer to members what the principle is driving >at. In so doing, we would need to proceed with thoughtful caution, always >bearing in mind that as we say down South it is very possible to pick up a >snake to kill a stick. 73 - Kay N3KN

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[arrl-odv:13247] Re: Thoughts on Article 11
by Huntington Howard-CADV02 27 Oct '05

27 Oct '05

Dave, No problem, that is a good example and entirely likely. I have no immediate plan. It does occur frequently. I agree there should be some policy even though it should be obvious that there is a need to update. Howie, K9KM -----Original Message----- From: Sumner, Dave, K1ZZ [mailto:dsumner@arrl.org] Sent: Thursday, October 27, 2005 12:22 PM To: arrl-odv Subject: [arrl-odv:13246] Re: Thoughts on Article 11 Brian's question is a good one. A partial answer is that the requirement to comply with Article 11 continues throughout one's term of office. However, Bylaw 42 (which sets out the responsibilities of the Election and Ethics Committee) speaks only of reviewing the eligibility of candidates/nominees for Director and Vice Director (as a side note, how the eligibility of candidates for President, Vice President, and Treasurer is reviewed is not specified) and does not speak to what happens if circumstances change during someone's term of office. Common sense would suggest that if a Director, Vice Director, President, Vice President, or Treasurer has a job change in midterm that might conceivably affect their eligibility, they should communicate that to the Election and Ethics Committee for review. But that's not spelled out anywhere. Not to pick on Howie Huntington, but since his name was mentioned by Carl Stevenson let me use Howie as the example. Motorola is a big company and is involved in lots of things, some of which would be of concern under Article 11 and some of which clearly are not. Howie works on cellphones for the Asian market, which has been found not to be a conflict. If he were transferred to the Powerline LV BPL project or to lobby the US government for more spectrum for Motorola's land mobile products, that would be an entirely different situation -- but nowhere is there spelled out an obligation for him to call that to anyone's attention until he runs for re-election. Some other organizations address this by requiring annual recertification of one's status. This does not have to be burdensome -- in most cases people would simply certify that nothing had changed since the previous year and no review would be necessary. Dave K1ZZ -----Original Message----- From: Brian Mileshosky [mailto:n5zgt@swcp.com] Sent: Thursday, October 27, 2005 11:16 AM To: arrl-odv Subject: [arrl-odv:13243] Re: Thoughts on Article 11 All -- One question that pops in my mind is what happens if an already-elected Board member changes jobs that might entail work that can be considered a conflict of interest? Is he/she expected to resign then, considering he/she would have been considered inelegible by the Election committee if he/she were running in an election? Just another thing to think about as we deliberate... I like the idea of full disclosure and recusing oneself from voting on matters that can be affected by that conflict of interest. I also like the idea of changing the language such that it doesn't address "potential" conflict of interest (too many ways to interpret what "potential" means), but rather "current" (i.e. already existing) conflict of interest. 73, Brian, N5ZGT On Thu, 27 Oct 2005, Sumner, Dave, K1ZZ wrote: > Most associations do not address the conflict of interest issue by > precluding service by anyone who might conceivably have a conflict. > Instead, they require disclosure of any potential conflicts and > abstention from voting on matters where personal and organizational > interests are in conflict. > > Our current and longstanding conflict of interest policy is to > preclude conflicts by basing eligibility for office on the potential > for conflicts: if the potential exists, the person is ineligible for > office. > > Kay cites a number of examples where, without such a policy, Board > members' paychecks might come from our advertisers, our competitors, > or our regulators. > > There is one recent example of a candidate being declared ineligible > because he worked for a publisher of classified ads aimed at radio > amateurs. However, most candidates who have been declared ineligible > have not had business connections with amateur radio. For example, in > one case the business connection was that the person owned a small > railroad and served on the railroad association's spectrum management > board. In another the person owned a private cable company. In both > cases the amount of potential overlap between the ARRL's interests and > the business interests of the individual was small, but was found to > be sufficient to preclude their service as Vice Directors. > > Dave Sumner, K1ZZ > > > ARRL Vice-Director, Rocky Mountain Division

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[arrl-odv:13248] Re: Thoughts on Article 11
by K5ur＠aol.com 27 Oct '05

27 Oct '05

Hi All: I don't want anyone on the Board if they have even a potential conflict. This notion of a Director allowed to be on the Board but may have to recuse on a certain vote, and then let the Vice Dir vote instead, stinks a mile away. Think about that for a minute. That certainly wouldn't pass the smell test in my Division. It is my understanding that Carl would have been permitted to run had this proposed version on Art. 11 be in place. I can't support that. 73, K5UR

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[arrl-odv:13246] Re: Thoughts on Article 11
by Sumner, Dave, K1ZZ 27 Oct '05

27 Oct '05

Brian's question is a good one. A partial answer is that the requirement to comply with Article 11 continues throughout one's term of office. However, Bylaw 42 (which sets out the responsibilities of the Election and Ethics Committee) speaks only of reviewing the eligibility of candidates/nominees for Director and Vice Director (as a side note, how the eligibility of candidates for President, Vice President, and Treasurer is reviewed is not specified) and does not speak to what happens if circumstances change during someone's term of office. Common sense would suggest that if a Director, Vice Director, President, Vice President, or Treasurer has a job change in midterm that might conceivably affect their eligibility, they should communicate that to the Election and Ethics Committee for review. But that's not spelled out anywhere. Not to pick on Howie Huntington, but since his name was mentioned by Carl Stevenson let me use Howie as the example. Motorola is a big company and is involved in lots of things, some of which would be of concern under Article 11 and some of which clearly are not. Howie works on cellphones for the Asian market, which has been found not to be a conflict. If he were transferred to the Powerline LV BPL project or to lobby the US government for more spectrum for Motorola's land mobile products, that would be an entirely different situation -- but nowhere is there spelled out an obligation for him to call that to anyone's attention until he runs for re-election. Some other organizations address this by requiring annual recertification of one's status. This does not have to be burdensome -- in most cases people would simply certify that nothing had changed since the previous year and no review would be necessary. Dave K1ZZ -----Original Message----- From: Brian Mileshosky [mailto:n5zgt@swcp.com] Sent: Thursday, October 27, 2005 11:16 AM To: arrl-odv Subject: [arrl-odv:13243] Re: Thoughts on Article 11 All -- One question that pops in my mind is what happens if an already-elected Board member changes jobs that might entail work that can be considered a conflict of interest? Is he/she expected to resign then, considering he/she would have been considered inelegible by the Election committee if he/she were running in an election? Just another thing to think about as we deliberate... I like the idea of full disclosure and recusing oneself from voting on matters that can be affected by that conflict of interest. I also like the idea of changing the language such that it doesn't address "potential" conflict of interest (too many ways to interpret what "potential" means), but rather "current" (i.e. already existing) conflict of interest. 73, Brian, N5ZGT On Thu, 27 Oct 2005, Sumner, Dave, K1ZZ wrote: > Most associations do not address the conflict of interest issue by precluding service by anyone who might conceivably have a conflict. Instead, they require disclosure of any potential conflicts and abstention from voting on matters where personal and organizational interests are in conflict. > > Our current and longstanding conflict of interest policy is to preclude conflicts by basing eligibility for office on the potential for conflicts: if the potential exists, the person is ineligible for office. > > Kay cites a number of examples where, without such a policy, Board members' paychecks might come from our advertisers, our competitors, or our regulators. > > There is one recent example of a candidate being declared ineligible because he worked for a publisher of classified ads aimed at radio amateurs. However, most candidates who have been declared ineligible have not had business connections with amateur radio. For example, in one case the business connection was that the person owned a small railroad and served on the railroad association's spectrum management board. In another the person owned a private cable company. In both cases the amount of potential overlap between the ARRL's interests and the business interests of the individual was small, but was found to be sufficient to preclude their service as Vice Directors. > > Dave Sumner, K1ZZ > > > ARRL Vice-Director, Rocky Mountain Division

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[arrl-odv:13245] Re: Thoughts on Article 11
by John Bellows 27 Oct '05

27 Oct '05

I'm not convinced this is an "either or" proposition. Moving the a full disclosure model with recusal when conflicts occur doesn't necessarily mean that we couldn't craft a provision that would render ineligible a individual whose business interests were so pervasively contrary to the interests of the League to render service on the board unworkable. Recently, I fully supported the decision of the Election and Ethics Committee and the EC because I thought they correctly interpreted Article 11. The problem is that presently we have in place a 20lb sledge when a jeweler's hammer would do the job. At the very least implementation of the current provision not only can exclude qualified folks from running, its implementation can make the Board appear elitist, self perpetuating and, dare I say it, out of touch with the members. I firmly believe every Board member is passionately devoted to the best interests of the League and Amateur Radio. Many of us were lead into our current (or previous) career because of an interest in Amateur Radio. The same is true for many of our fellow League members. Do we really want to continue to exclude from office qualified members, who are interested in serving the League simply because the job Amateur Radio may have led them to could possibly create a conflict of interest at some time in the future? Frankly, if full disclosure is required I trust the members to make a decision that is right for them. Why do we think the members won't or can't exercise good judgment? After all they had the good sense and wisdom to elect us, didn't they? I too believe in the representative model of government. We elect people to office to listen to the electorate and then exercise their best judgment based on the facts and information at hand. As Dave noted the current provision has, almost universally, excluded qualified candidates with a tenuous connection to a potential conflict of interest (my words not his). Following up on Brian's comments, any meaningful conflicts provision ought to have a place for the Ethics and Elections Committee to address pervasive conflicts and conflicts that arise after election. Should the members make a mistake they already have a recall mechanism if they want to exercise it. Though I clearly feel strongly about this, I for one appreciate the serious thought and discussion on this question. 73, Jay, KØQB -----Original Message----- From: Kay Craigie [mailto:n3kn@comcast.net] Sent: Thursday, October 27, 2005 9:50 AM To: arrl-odv Subject: [arrl-odv:13244] Re: Thoughts on Article 11 I'd like to follow up on the point that Frank highlighted (regarding Jay's paragraph that began "I suggest that the appropriate parties to make the decision of who should represent them on the ARRL Board are the members of a Division in the election process, not the Board of Directors."). That's why we have elections and are neither a self-perpetuating board nor a board selected by management. Even without Article 11, not every member would be eligible to run for the Board. There would still be the minimum age requirement, the length of licensing requirement, the continuous years of Full membership requirement, and the license class requirement. No matter how many members in a Division might want to vote for somebody who doesn't meet one or more of those criteria, they can't. More central to the point Frank zeroed in on is that I believe the Board -- as an institution, not just the particular individuals who now sit at the table -- has not only the right but indeed the duty to do their utmost to ensure that the League's governance remains demonstrably independent in thought and action from influence by commercial and government entities. To me that includes the duty to screen nominees before they are presented to the membership as candidates for the Board. If this means occasionally advising members that although the popular Mr. or Ms. X is no doubt a fine person, a good ham, etc., etc., he or she is not *at the present time* eligible to run for the Board owing to his or her occupation, so be it. Gosh. I guess I'm not a Jacksonian democrat after all. Dave points out that many people who have been declared ineligible were not in the Amateur Radio business per se. That may be partly because the sort of people who -- for example -- own HRO or MFJ or represent ICOM or used to publish that newsletter on icky pink paper were never nominated in the first place because it is perfectly obvious that they were not eligible. What we pay the Election & Ethics Committee the big bucks for is to analyze and rule on the nominations of people whose occupational situations are not such no-brainers. Perhaps it would be possible to re-word Article 11 somewhat -- maybe along the lines of the plain-English paraphrase that appears the QST election notice -- so as to make it clearer to members what the principle is driving at. In so doing, we would need to proceed with thoughtful caution, always bearing in mind that as we say down South it is very possible to pick up a snake to kill a stick. 73 - Kay N3KN

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[arrl-odv:13244] Re: Thoughts on Article 11
by Kay Craigie 27 Oct '05

27 Oct '05

I'd like to follow up on the point that Frank highlighted (regarding Jay's paragraph that began "I suggest that the appropriate parties to make the decision of who should represent them on the ARRL Board are the members of a Division in the election process, not the Board of Directors."). That's why we have elections and are neither a self-perpetuating board nor a board selected by management. Even without Article 11, not every member would be eligible to run for the Board. There would still be the minimum age requirement, the length of licensing requirement, the continuous years of Full membership requirement, and the license class requirement. No matter how many members in a Division might want to vote for somebody who doesn't meet one or more of those criteria, they can't. More central to the point Frank zeroed in on is that I believe the Board -- as an institution, not just the particular individuals who now sit at the table -- has not only the right but indeed the duty to do their utmost to ensure that the League's governance remains demonstrably independent in thought and action from influence by commercial and government entities. To me that includes the duty to screen nominees before they are presented to the membership as candidates for the Board. If this means occasionally advising members that although the popular Mr. or Ms. X is no doubt a fine person, a good ham, etc., etc., he or she is not *at the present time* eligible to run for the Board owing to his or her occupation, so be it. Gosh. I guess I'm not a Jacksonian democrat after all. Dave points out that many people who have been declared ineligible were not in the Amateur Radio business per se. That may be partly because the sort of people who -- for example -- own HRO or MFJ or represent ICOM or used to publish that newsletter on icky pink paper were never nominated in the first place because it is perfectly obvious that they were not eligible. What we pay the Election & Ethics Committee the big bucks for is to analyze and rule on the nominations of people whose occupational situations are not such no-brainers. Perhaps it would be possible to re-word Article 11 somewhat -- maybe along the lines of the plain-English paraphrase that appears the QST election notice -- so as to make it clearer to members what the principle is driving at. In so doing, we would need to proceed with thoughtful caution, always bearing in mind that as we say down South it is very possible to pick up a snake to kill a stick. 73 - Kay N3KN

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[arrl-odv:13243] Re: Thoughts on Article 11
by Brian Mileshosky 27 Oct '05

27 Oct '05

All -- One question that pops in my mind is what happens if an already-elected Board member changes jobs that might entail work that can be considered a conflict of interest? Is he/she expected to resign then, considering he/she would have been considered inelegible by the Election committee if he/she were running in an election? Just another thing to think about as we deliberate... I like the idea of full disclosure and recusing oneself from voting on matters that can be affected by that conflict of interest. I also like the idea of changing the language such that it doesn't address "potential" conflict of interest (too many ways to interpret what "potential" means), but rather "current" (i.e. already existing) conflict of interest. 73, Brian, N5ZGT On Thu, 27 Oct 2005, Sumner, Dave, K1ZZ wrote: > Most associations do not address the conflict of interest issue by precluding service by anyone who might conceivably have a conflict. Instead, they require disclosure of any potential conflicts and abstention from voting on matters where personal and organizational interests are in conflict. > > Our current and longstanding conflict of interest policy is to preclude conflicts by basing eligibility for office on the potential for conflicts: if the potential exists, the person is ineligible for office. > > Kay cites a number of examples where, without such a policy, Board members' paychecks might come from our advertisers, our competitors, or our regulators. > > There is one recent example of a candidate being declared ineligible because he worked for a publisher of classified ads aimed at radio amateurs. However, most candidates who have been declared ineligible have not had business connections with amateur radio. For example, in one case the business connection was that the person owned a small railroad and served on the railroad association's spectrum management board. In another the person owned a private cable company. In both cases the amount of potential overlap between the ARRL's interests and the business interests of the individual was small, but was found to be sufficient to preclude their service as Vice Directors. > > Dave Sumner, K1ZZ > > > ARRL Vice-Director, Rocky Mountain Division

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[arrl-odv:13242] Re: Thoughts on Article 11
by Sumner, Dave, K1ZZ 27 Oct '05

27 Oct '05

Most associations do not address the conflict of interest issue by precluding service by anyone who might conceivably have a conflict. Instead, they require disclosure of any potential conflicts and abstention from voting on matters where personal and organizational interests are in conflict. Our current and longstanding conflict of interest policy is to preclude conflicts by basing eligibility for office on the potential for conflicts: if the potential exists, the person is ineligible for office. Kay cites a number of examples where, without such a policy, Board members' paychecks might come from our advertisers, our competitors, or our regulators. There is one recent example of a candidate being declared ineligible because he worked for a publisher of classified ads aimed at radio amateurs. However, most candidates who have been declared ineligible have not had business connections with amateur radio. For example, in one case the business connection was that the person owned a small railroad and served on the railroad association's spectrum management board. In another the person owned a private cable company. In both cases the amount of potential overlap between the ARRL's interests and the business interests of the individual was small, but was found to be sufficient to preclude their service as Vice Directors. Dave Sumner, K1ZZ

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[arrl-odv:13241] Thoughts on Article 11
by Frank Fallon 27 Oct '05

27 Oct '05

Jay, I think Kay has most eloquently pointed out most of the problems with any proposed changes as I see them. It is with the paragraph below that I encounter real problems: "I suggest that the appropriate parties to make the decision of who should represent them on the ARRL Board are the members of a Division in the election process, not the Board of Directors.. With full disclosure any concerns can be discussed during the election process and the members can make that judgment. If the members are concerned that a Director may have to recuse him or herself due to a conflict they can certainly factor that into the decision of whom to vote for. In any event the choice ought to be theirs." This is a real leap of faith that I am unable to make. For the nearly ten years I have spent on the board I am reminded time and time again that not all members understand what directors do and just what our function and responsibility is at board meetings. It is not a prefect world and I just do not see the mechanism you outline in broad strokes working in the one in which we swim. I really have a very hard time handing that job over to "membership" as I view that as dereliction of duty on our part. I think that most of us had very little understanding of the entire nature of a directors job before we came on the board. That was certainly true in my case although I had served on boards before. That said, I really do not see "members" being able to juggle all sides of this issue in an election which in most instances they seem to view as a name recognition contest. Whatever changes are proposed I think we need to continue to have an Elections Committee which has the ability to rule that a candidate is ineligible because of their day job or occupation. I don't think we want Icom, Yaesu, Heil, FCC, BPL, World Radio etc. employees or owners serving on the ARRL Board. Not that there aren't some fine people in that list list (two exceptions) but we simply do not want to create links that will cause perception problems. Frank...N2FF...

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