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

[arrl-odv:13240] Re: Thoughts on Article 11
by John Bellows 27 Oct '05

27 Oct '05

All of Kay's comments are good food for thought and the kind of matters we ought to be discussing as Board members. It occurs to me that the likelihood of a Board Member having to recuse him or herself anytime during a term much less during a specific meeting is quite small. In any event we ought to be able to develop a process that would minimize as disruption because of a recusal on an issue. So long as there is full disclosure of a potential conflict by a Director any perceived effect could be considered by the others participating in the discussion. As a matter of law in Minnesota (and I presume the same is true in Connecticut -- though that is something we need to ask our General Counsel) a Director owes a duty of fidelity to the corporation that requires him or her to place the interests of the corporation above individual interests and above the interests of other entities. That obligation includes the obligation to protect confidential and proprietary information of the corporation. If a Director is unable to meet that standard he or she is compelled to resign. Kay is absolutely correct this is not just a recent concern to me. This is an issue that has troubled me since I first ran for Vice Director. The fundamental question is: Should the Board have the power exclude a candidate based upon a potential conflict, assuming a candidate is otherwise qualified, or should the voters be informed of the potential conflict and the question of whom to elect be left to the informed judgment of the voting members of each division? 73, Jay, KØQB -----Original Message----- From: Kay Craigie [mailto:n3kn@comcast.net] Sent: Wednesday, October 26, 2005 10:27 PM To: arrl-odv Subject: [arrl-odv:13237] Re: Thoughts on Article 11 So there would be no occupations whatsoever which would make a person outright ineligible to run for the Board -- for example working for the FCC, working for or owning an Amateur Radio equipment manufacturing or retail sales business, working for or owning an Amateur Radio publications business? If the membership chose to turn the policy-making of the League over to people whose paychecks come from our advertisers, our competitors (in the pubs business or even in spectrum matters), or our regulators, they could do that. Wow. I believe we were advised at some point in the last 10 years that Vice Directors cannot vote if the Director is present at the meeting. If my memory is correct about that, then Vice Directors could not take the chair and vote when a Director had to recuse himself. Even if my memory about that is wrong, the degree to which Vice Directors could vote altogether free of influence from their Directors may vary a good bit from one Director/Vice Director pair to another. What if both the Director and Vice Director of a Division have a conflict and must recuse themselves? Then how are their members to be represented? What happens if enough Divisions cannot be represented so that a quorum cannot be obtained to vote on a pressing issue of policy? What happens if some Directors believe that one of their colleagues has a conflict of interest on a particular matter and should recuse himself, but the Director in question does not agree? Serving as a Director of the League is more than voting on motions. If Directors had to recuse themselves from voting, would they also be expected to refrain from discussing issues on this and other ARRL reflectors? From conversing informally with colleagues about issues in personal e-mails, on the phone, in the bar? How would committee participation -- especially on the EC and A&F -- be affected? How would confidentiality of our business information be affected? How would one counter the widespread belief that the ARRL is in bed with the equipment industry, if people associated with the for-profit sector of Amateur Radio were permitted to serve on the Board? It's hard enough now to convince some members that we can be trusted to fight for their interests and that we don't take our marching orders from Yaesu/Icom/Kenwood/MFJ, etc. In my years on the Board I've disagreed with colleagues and you've disagreed with me, but whatever else we may have wondered about each other, we never had to question for an instant where each other's loyalties lay. We may have come to very different conclusions about what is best for ham radio and best for the ARRL, but we have known for a fact those concerns were the *only* motivations driving our colleagues' thought processes. I think it would feel pretty weird to look around the Board table and not be able to rely on that trust. Article 11 isn't a perfect thing, to be sure, but doing away with it altogether would -- in my opinion -- deeply alter the nature of our work together in our organization's governance. Revising or deleting Article 11 is a step I hope we will not take without extensive discussion and reflection far beyond the scope of one Board meeting, especially a meeting which follows so close upon a heated controversy with a nominee. Jay and I talked about Article 11 well before the incident in this election cycle, so I know his thoughts are not simply reactive to that particular incident. Please let us all have the patience to proceed thoughtfully and calmly on a subject that really goes to the heart of who we are as a Board. 73 - Kay N3KN

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[arrl-odv:13239] Re: Thoughts on Article 11
by John Bellows 27 Oct '05

27 Oct '05

Mike: 599 73, Jay, KØQB -----Original Message----- From: Mike Raisbeck [mailto:k1twf@arrl.net] Sent: Wednesday, October 26, 2005 8:08 PM To: arrl-odv Subject: [arrl-odv:13236] Re: Thoughts on Article 11 I read Jay's comment about "independently elected" to be generic, that is, all vice directors are "independently elected" since the membership always has the option to vote for any combination of director and vice director candidates. Jay - is that what you intended? Mike ----------------------------------- Law Office of Michael N. Raisbeck Phone: (978) 250-1236 Fax: (978) 250-0432 Web: www.mraisbeck.com Email: k1twf(a)arrl.net CONFIDENTIALITY NOTICE: This email may contain privileged and confidential information intended only for the above-named recipient. If you have received this in error, you are hereby notified that any use, dissemination, or copying is strictly prohibited. In such case, please notify us by reply email and delete this message. _____ From: k8je [mailto:k8je@earthlink.net] Sent: Wednesday, October 26, 2005 8:54 PM To: arrl-odv Subject: [arrl-odv:13235] Re: Thoughts on Article 11 Jay, A thought. You mentioned that the independently-elected Vice Director could temporarily assume the seat of a Director who must recuse himself from a vote. This sounds reasonable, but we have situation in the GLD this election in which one Vice Director and one Director candidate have chosen to run as a team. Provided the two are elected, there would be no independent Vice Director. Jim -----Original Message----- From: John Bellows [mailto:jbellows@skypoint.com] Sent: Wednesday, October 26, 2005 3:56 PM To: arrl-odv Subject: [arrl-odv:13234] Thoughts on Article 11 Please take a couple of minutes to read the following description of some of the concerns raised by the existing Article 11 and a couple a suggestions as to an alternative approach to protect the integrity of the League while not unduly restricting otherwise qualified candidates for office. I plan to propose a modification of the eligibility requirements of Article 11 at the January Board Meeting. Eligibility questions as to possible conflicts of interest have periodically plagued the Board and created hard feelings since long before I came on the Board in 1998. This should be a collaborative effort and I welcome anyone interested in working on this proposal. For starters take a look at the following: No person shall be eligible for or hold the office of Directorwho could gain financially.. by the improper exploitation of his office for the furtherance of his own aims or those of his employer. That is just one part of Article 11. I suggest that with the possible exception of someone who is in a persistent vegetative state, it is possible for anyone to improperly exploit his office in furtherance of his own aims. While I certainly dont suggest that any member of the Board is or has acted improperly, the fact remains that it would be possible for each of us to improperly exploit our office to further our own aims. As such it could be argued that no one on the Board is eligible for the office they hold. Rather than eliminating otherwise qualified prospective candidates for League office on the basis of conjecture as to what could happen or what is possible It seems to me that we should require full disclosure of real, potential and perceived conflicts of interest as part of the election process and let the members decide who they want to represent them in League affairs. Full disclosure of possible conflicts ought to be required not only during the election process but also during the time in office. Some Directors have expressed a concern that members of a Division would be deprived of representation by their Director if he or she had to recuse him or herself from voting on a particular issue because of a conflict. While the members of the Division might be deprived on the Directors participation and vote on that issue, it would be nearly seamless to have the independently elected Vice-Director could move to the front row for discussion and voting on the particular issue that gave rise to the conflict. 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. While we are considering these matters we ought consider some form of ongoing disclosure of possible conflicts after election and while we are in office. 73, Jay, KØQB

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[arrl-odv:13238] Re: Thoughts on Article 11
by John Bellows 27 Oct '05

27 Oct '05

Jim: A Director Vice Director may say they are running as a team, but the offices are separately elected. In any event each successful candidate will be the choice of the electorate. Under the ARRL Articles of Association the only identified duty of a VD is to step in for a Director. 73, Jay, KØQB -----Original Message----- From: k8je [mailto:k8je@earthlink.net] Sent: Wednesday, October 26, 2005 7:54 PM To: arrl-odv Subject: [arrl-odv:13235] Re: Thoughts on Article 11 Jay, A thought. You mentioned that the independently-elected Vice Director could temporarily assume the seat of a Director who must recuse himself from a vote. This sounds reasonable, but we have situation in the GLD this election in which one Vice Director and one Director candidate have chosen to run as a team. Provided the two are elected, there would be no independent Vice Director. Jim -----Original Message----- From: John Bellows [mailto:jbellows@skypoint.com] Sent: Wednesday, October 26, 2005 3:56 PM To: arrl-odv Subject: [arrl-odv:13234] Thoughts on Article 11 Please take a couple of minutes to read the following description of some of the concerns raised by the existing Article 11 and a couple a suggestions as to an alternative approach to protect the integrity of the League while not unduly restricting otherwise qualified candidates for office. I plan to propose a modification of the eligibility requirements of Article 11 at the January Board Meeting. Eligibility questions as to possible conflicts of interest have periodically plagued the Board and created hard feelings since long before I came on the Board in 1998. This should be a collaborative effort and I welcome anyone interested in working on this proposal. For starters take a look at the following: No person shall be eligible for or hold the office of Directorwho could gain financially.. by the improper exploitation of his office for the furtherance of his own aims or those of his employer. That is just one part of Article 11. I suggest that with the possible exception of someone who is in a persistent vegetative state, it is possible for anyone to improperly exploit his office in furtherance of his own aims. While I certainly dont suggest that any member of the Board is or has acted improperly, the fact remains that it would be possible for each of us to improperly exploit our office to further our own aims. As such it could be argued that no one on the Board is eligible for the office they hold. Rather than eliminating otherwise qualified prospective candidates for League office on the basis of conjecture as to what could happen or what is possible It seems to me that we should require full disclosure of real, potential and perceived conflicts of interest as part of the election process and let the members decide who they want to represent them in League affairs. Full disclosure of possible conflicts ought to be required not only during the election process but also during the time in office. Some Directors have expressed a concern that members of a Division would be deprived of representation by their Director if he or she had to recuse him or herself from voting on a particular issue because of a conflict. While the members of the Division might be deprived on the Directors participation and vote on that issue, it would be nearly seamless to have the independently elected Vice-Director could move to the front row for discussion and voting on the particular issue that gave rise to the conflict. 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. While we are considering these matters we ought consider some form of ongoing disclosure of possible conflicts after election and while we are in office. 73, Jay, KØQB

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[arrl-odv:13237] Re: Thoughts on Article 11
by Kay Craigie 27 Oct '05

27 Oct '05

So there would be no occupations whatsoever which would make a person outright ineligible to run for the Board -- for example working for the FCC, working for or owning an Amateur Radio equipment manufacturing or retail sales business, working for or owning an Amateur Radio publications business? If the membership chose to turn the policy-making of the League over to people whose paychecks come from our advertisers, our competitors (in the pubs business or even in spectrum matters), or our regulators, they could do that. Wow. I believe we were advised at some point in the last 10 years that Vice Directors cannot vote if the Director is present at the meeting. If my memory is correct about that, then Vice Directors could not take the chair and vote when a Director had to recuse himself. Even if my memory about that is wrong, the degree to which Vice Directors could vote altogether free of influence from their Directors may vary a good bit from one Director/Vice Director pair to another. What if both the Director and Vice Director of a Division have a conflict and must recuse themselves? Then how are their members to be represented? What happens if enough Divisions cannot be represented so that a quorum cannot be obtained to vote on a pressing issue of policy? What happens if some Directors believe that one of their colleagues has a conflict of interest on a particular matter and should recuse himself, but the Director in question does not agree? Serving as a Director of the League is more than voting on motions. If Directors had to recuse themselves from voting, would they also be expected to refrain from discussing issues on this and other ARRL reflectors? From conversing informally with colleagues about issues in personal e-mails, on the phone, in the bar? How would committee participation -- especially on the EC and A&F -- be affected? How would confidentiality of our business information be affected? How would one counter the widespread belief that the ARRL is in bed with the equipment industry, if people associated with the for-profit sector of Amateur Radio were permitted to serve on the Board? It's hard enough now to convince some members that we can be trusted to fight for their interests and that we don't take our marching orders from Yaesu/Icom/Kenwood/MFJ, etc. In my years on the Board I've disagreed with colleagues and you've disagreed with me, but whatever else we may have wondered about each other, we never had to question for an instant where each other's loyalties lay. We may have come to very different conclusions about what is best for ham radio and best for the ARRL, but we have known for a fact those concerns were the *only* motivations driving our colleagues' thought processes. I think it would feel pretty weird to look around the Board table and not be able to rely on that trust. Article 11 isn't a perfect thing, to be sure, but doing away with it altogether would -- in my opinion -- deeply alter the nature of our work together in our organization's governance. Revising or deleting Article 11 is a step I hope we will not take without extensive discussion and reflection far beyond the scope of one Board meeting, especially a meeting which follows so close upon a heated controversy with a nominee. Jay and I talked about Article 11 well before the incident in this election cycle, so I know his thoughts are not simply reactive to that particular incident. Please let us all have the patience to proceed thoughtfully and calmly on a subject that really goes to the heart of who we are as a Board. 73 - Kay N3KN

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[arrl-odv:13236] Re: Thoughts on Article 11
by Mike Raisbeck 27 Oct '05

27 Oct '05

I read Jay's comment about "independently elected" to be generic, that is, all vice directors are "independently elected" since the membership always has the option to vote for any combination of director and vice director candidates. Jay - is that what you intended? Mike ----------------------------------- Law Office of Michael N. Raisbeck Phone: (978) 250-1236 Fax: (978) 250-0432 Web: www.mraisbeck.com Email: k1twf(a)arrl.net CONFIDENTIALITY NOTICE: This email may contain privileged and confidential information intended only for the above-named recipient. If you have received this in error, you are hereby notified that any use, dissemination, or copying is strictly prohibited. In such case, please notify us by reply email and delete this message. _____ From: k8je [mailto:k8je@earthlink.net] Sent: Wednesday, October 26, 2005 8:54 PM To: arrl-odv Subject: [arrl-odv:13235] Re: Thoughts on Article 11 Jay, A thought. You mentioned that the independently-elected Vice Director could temporarily assume the seat of a Director who must recuse himself from a vote. This sounds reasonable, but we have situation in the GLD this election in which one Vice Director and one Director candidate have chosen to run as a team. Provided the two are elected, there would be no independent Vice Director. Jim -----Original Message----- From: John Bellows [mailto:jbellows@skypoint.com] Sent: Wednesday, October 26, 2005 3:56 PM To: arrl-odv Subject: [arrl-odv:13234] Thoughts on Article 11 Please take a couple of minutes to read the following description of some of the concerns raised by the existing Article 11 and a couple a suggestions as to an alternative approach to protect the integrity of the League while not unduly restricting otherwise qualified candidates for office. I plan to propose a modification of the eligibility requirements of Article 11 at the January Board Meeting. Eligibility questions as to possible conflicts of interest have periodically plagued the Board and created hard feelings since long before I came on the Board in 1998. This should be a collaborative effort and I welcome anyone interested in working on this proposal. For starters take a look at the following: No person shall be eligible for or hold the office of Directorwho could gain financially.. by the improper exploitation of his office for the furtherance of his own aims or those of his employer. That is just one part of Article 11. I suggest that with the possible exception of someone who is in a persistent vegetative state, it is possible for anyone to improperly exploit his office in furtherance of his own aims. While I certainly dont suggest that any member of the Board is or has acted improperly, the fact remains that it would be possible for each of us to improperly exploit our office to further our own aims. As such it could be argued that no one on the Board is eligible for the office they hold. Rather than eliminating otherwise qualified prospective candidates for League office on the basis of conjecture as to what could happen or what is possible It seems to me that we should require full disclosure of real, potential and perceived conflicts of interest as part of the election process and let the members decide who they want to represent them in League affairs. Full disclosure of possible conflicts ought to be required not only during the election process but also during the time in office. Some Directors have expressed a concern that members of a Division would be deprived of representation by their Director if he or she had to recuse him or herself from voting on a particular issue because of a conflict. While the members of the Division might be deprived on the Directors participation and vote on that issue, it would be nearly seamless to have the independently elected Vice-Director could move to the front row for discussion and voting on the particular issue that gave rise to the conflict. 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. While we are considering these matters we ought consider some form of ongoing disclosure of possible conflicts after election and while we are in office. 73, Jay, KØQB

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[arrl-odv:13235] Re: Thoughts on Article 11
by k8je 27 Oct '05

27 Oct '05

Jay, A thought. You mentioned that the independently-elected Vice Director could temporarily assume the seat of a Director who must recuse himself from a vote. This sounds reasonable, but we have situation in the GLD this election in which one Vice Director and one Director candidate have chosen to run as a team. Provided the two are elected, there would be no independent Vice Director. Jim -----Original Message----- From: John Bellows [mailto:jbellows@skypoint.com] Sent: Wednesday, October 26, 2005 3:56 PM To: arrl-odv Subject: [arrl-odv:13234] Thoughts on Article 11 Please take a couple of minutes to read the following description of some of the concerns raised by the existing Article 11 and a couple a suggestions as to an alternative approach to protect the integrity of the League while not unduly restricting otherwise qualified candidates for office. I plan to propose a modification of the eligibility requirements of Article 11 at the January Board Meeting. Eligibility questions as to possible conflicts of interest have periodically plagued the Board and created hard feelings since long before I came on the Board in 1998. This should be a collaborative effort and I welcome anyone interested in working on this proposal. For starters take a look at the following: No person shall be eligible for or hold the office of Directorwho could gain financially.. by the improper exploitation of his office for the furtherance of his own aims or those of his employer. That is just one part of Article 11. I suggest that with the possible exception of someone who is in a persistent vegetative state, it is possible for anyone to improperly exploit his office in furtherance of his own aims. While I certainly dont suggest that any member of the Board is or has acted improperly, the fact remains that it would be possible for each of us to improperly exploit our office to further our own aims. As such it could be argued that no one on the Board is eligible for the office they hold. Rather than eliminating otherwise qualified prospective candidates for League office on the basis of conjecture as to what could happen or what is possible It seems to me that we should require full disclosure of real, potential and perceived conflicts of interest as part of the election process and let the members decide who they want to represent them in League affairs. Full disclosure of possible conflicts ought to be required not only during the election process but also during the time in office. Some Directors have expressed a concern that members of a Division would be deprived of representation by their Director if he or she had to recuse him or herself from voting on a particular issue because of a conflict. While the members of the Division might be deprived on the Directors participation and vote on that issue, it would be nearly seamless to have the independently elected Vice-Director could move to the front row for discussion and voting on the particular issue that gave rise to the conflict. 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. While we are considering these matters we ought consider some form of ongoing disclosure of possible conflicts after election and while we are in office. 73, Jay, KØQB

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[arrl-odv:13234] Thoughts on Article 11
by John Bellows 26 Oct '05

26 Oct '05

Please take a couple of minutes to read the following description of some of the concerns raised by the existing Article 11 and a couple a suggestions as to an alternative approach to protect the integrity of the League while not unduly restricting otherwise qualified candidates for office. I plan to propose a modification of the eligibility requirements of Article 11 at the January Board Meeting. Eligibility questions as to possible conflicts of interest have periodically plagued the Board and created hard feelings since long before I came on the Board in 1998. This should be a collaborative effort and I welcome anyone interested in working on this proposal. For starters take a look at the following: No person shall be eligible for or hold the office of Directorwho could gain financially.. by the improper exploitation of his office for the furtherance of his own aims or those of his employer. That is just one part of Article 11. I suggest that with the possible exception of someone who is in a persistent vegetative state, it is possible for anyone to improperly exploit his office in furtherance of his own aims. While I certainly dont suggest that any member of the Board is or has acted improperly, the fact remains that it would be possible for each of us to improperly exploit our office to further our own aims. As such it could be argued that no one on the Board is eligible for the office they hold. Rather than eliminating otherwise qualified prospective candidates for League office on the basis of conjecture as to what could happen or what is possible It seems to me that we should require full disclosure of real, potential and perceived conflicts of interest as part of the election process and let the members decide who they want to represent them in League affairs. Full disclosure of possible conflicts ought to be required not only during the election process but also during the time in office. Some Directors have expressed a concern that members of a Division would be deprived of representation by their Director if he or she had to recuse him or herself from voting on a particular issue because of a conflict. While the members of the Division might be deprived on the Directors participation and vote on that issue, it would be nearly seamless to have the independently elected Vice-Director could move to the front row for discussion and voting on the particular issue that gave rise to the conflict. 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. While we are considering these matters we ought consider some form of ongoing disclosure of possible conflicts after election and while we are in office. 73, Jay, KØQB

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[arrl-odv:13233] Re: January Meeting
by Greg Milnes 26 Oct '05

26 Oct '05

Chrtis I'm not sure having a "joint" account is quite what I had in mind.with Frank or otherwise. In my mind, I know that some people smoke joints and some reside in them, others just suffer from sore ones. 73/Greg W7OZ _____ From: W3KD(a)aol.com [mailto:W3KD@aol.com] Sent: Wednesday, October 26, 2005 6:20 AM To: arrl-odv Subject: [arrl-odv:13229] Re: January Meeting In a message dated 10/26/2005 1:02:57 AM Eastern Standard Time, w7oz(a)comcast.net writes: I just got $265 RT Portland -BDL- and return. That was through Orbitz and American (I done good, right Dick?). I do have to go via DFW but get over 6,000 miles on my FF account. 73/Greg W7OZ Greg, you and Fallon have some sort of joint account? Just curious. Chris

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[arrl-odv:13232] Re: Executive Committee Report
by Greg Milnes 26 Oct '05

26 Oct '05

Thanks Kay Your (a),(b),and (c) are correct. My results came right away and were very good. Dealing with the FCC however is akin to the preparations for the medical test. Neither is pleasant. 73/Greg W7OZ -----Original Message----- From: Kay Craigie [mailto:n3kn@comcast.net] Sent: Wednesday, October 26, 2005 4:02 AM To: arrl-odv Subject: [arrl-odv:13228] Re: Executive Committee Report The analogy is certainly valid. The difference between the infamous examination and dealing with the FCC, however, is that (a) the colonoscopy is good for your mental and physical health, (b) you don't have to wait four or five years for the results, and (c) they do it to you under anesthesia. Dealing with the FCC, au contraire.... 73 - Kay N3KN

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[arrl-odv:13231] State legislative report
by Sumner, Dave, K1ZZ 26 Oct '05

26 Oct '05

The latest state legislative report from Chwat & Co. is posted for ODV at: http://www.arrl.org/members-only/ODV/docs/Legislative/2005/009_05.doc Dave K1ZZ

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