November 2005 - arrl-odv - reflector.arrl.org

[arrl-odv:13355] Re: re odv1339 Proposals to Amend Article 11, By Laws 47 and 42 and Rules regarding elections
by Kay Craigie 29 Nov '05

29 Nov '05

>There is a discrepancy between the existing provisions of Article 11 and the provisions of By-Law 12 that might be addressed in this context. Article 11 says that Vice Presidents are subject to the Article. That's fine. But under By-Law 12, "any Vice‑President other than the First Vice‑President" can be a compensated employee of the League. This allows the Board to elect a League employee to be 2nd VP or International Affairs VP. But an employee of the League can't pass Article 11 requirements as it now reads, let alone as Jay's amendment would re-cast it. I suggest that we should amend By-Law 12 to delete the phrase "and any Vice‑President other than the First Vice‑President," to eliminate the self-contradiction regarding Vice>Presidents. The Treasurer can also be a compensated person under By-Law 12, but the proposed new By-Law 47 brings the Treasurer under the conflict of interest rules in the Definitions paragraph. I'm >not clear on how the logic of that is going to work. Kay: Why wouldn’t we want Vice Presidents who participate in Board discussions and the EVP and Treasurer to be included in a Conflict of Interest policy? I would be willing to support an appropriate change to assure they are covered by the policy. ================ If I'm the only one who perceives the discrepancy I mentioned in Article 11 vs. By-Law 12, then I'll accept that I'm just not reading the document right. I certainly do want all members of the Board to be subject to a suitable conflict of interest policy, whether it's in the AA&BL or in the staff Officers' employment agreements. By deleting the mentioned phrase from BL 12, I don't see any loss of effect regarding conflict of interest. The change would rule out electing paid employees of the League as 2nd VP and IAVP, making them necessarily volunteer Officers and clearly subject to Article 11. I have assumed, perhaps incorrectly, that the EVP and other compensated Officers are covered by conflict of interest provisions in their employment agreements rather than by Article 11. 73 - Kay N3KN

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[arrl-odv:13354] Re: re odv1339 Proposals to Amend Article 11, By Laws 47 and 42 and Rules regarding elections
by John Bellows 28 Nov '05

28 Nov '05

Andy: The amendment requires a material benefit. Given the circumstances you outline the diversification within your mutual funds would keep any single decision from resulting in a material benefit. As previously noted, if you currently have assets including a mutual fund in investments that could be impacted by the shaping of League Affairs and Policy the current Article 11 suggests you are ineligible to run for office. The amendments would change that to require a material benefit and even in those rare instances you would not be ineligible to run or to serve unless the conflict was an ongoing conflict with League affairs or activities. Jay, KØQB -----Original Message----- From: Andy Oppel [mailto:andy_oppel@earthlink.net] Sent: Monday, November 28, 2005 3:30 PM To: arrl-odv Subject: [arrl-odv:13353] Re: re odv1339 Proposals to Amend Article 11, By Laws 47 and 42 and Rules regarding elections At 11:45 AM 11/28/2005, you wrote: Under the current Article 11, the mere ownership of an investment or business interest that may result in a financial benefit to a Director, no matter how trivial or remote, would disqualify that Director. I see big problems here. I have three investment accounts (an IRA, a 401K, and a cash account). All of them are in managed portfolios, which means that the mix of stocks, bonds and mutual funds changes just about every month as the portfolio manager adjusts for winners and losers. There are literally dozens of investments in each one, and I'm not able to keep them all in my head at the same time. On top of that, a bunch of them are mutual funds, and I really don't have the time to track every stock or bond that every mutual fund might hold (each likely holding dozens of investments). While together these funds represent my life savings (and trust me when I tell you that I am far from wealthy -- at least in financial terms), there is no single investment that is so large that I would be thinking about it if called upon to make decisions on behalf of the ARRL. But, there are bound to be some companies in there somewhere that are in the communications business. Surely others on the board are in the same situation. The way this is written, if a Director stands to gain or lose even $1 based on how a particular company stock or bond fares that is somehow involved in a matter before the board (one that he or she may not even know they own), then they must recuse themselves. I don't know about the rest of you, but it would take me at least an hour to research a company name through all the accounts and all the mutual funds just to verify whether I owned it or not. Multiply that by the number of matters that come before the board (some with little or no warning) and I think the impossibility of enforcement is obvious. If the wording specified a significant financial benefit (and perhaps set a threshold dollar amount such as the IRS does for items that must be reported to them vs. not), then perhaps we'd find something more easily enforced. -- Andy Oppel, N6AJO

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[arrl-odv:13353] Re: re odv1339 Proposals to Amend Article 11, By Laws 47 and 42 and Rules regarding elections
by Andy Oppel 28 Nov '05

28 Nov '05

At 11:45 AM 11/28/2005, you wrote: >Under the current Article 11, the mere ownership of an investment or >business interest that may result in a financial benefit to a >Director, no matter how trivial or remote, would disqualify that Director. I see big problems here. I have three investment accounts (an IRA, a 401K, and a cash account). All of them are in managed portfolios, which means that the mix of stocks, bonds and mutual funds changes just about every month as the portfolio manager adjusts for winners and losers. There are literally dozens of investments in each one, and I'm not able to keep them all in my head at the same time. On top of that, a bunch of them are mutual funds, and I really don't have the time to track every stock or bond that every mutual fund might hold (each likely holding dozens of investments). While together these funds represent my life savings (and trust me when I tell you that I am far from wealthy -- at least in financial terms), there is no single investment that is so large that I would be thinking about it if called upon to make decisions on behalf of the ARRL. But, there are bound to be some companies in there somewhere that are in the communications business. Surely others on the board are in the same situation. The way this is written, if a Director stands to gain or lose even $1 based on how a particular company stock or bond fares that is somehow involved in a matter before the board (one that he or she may not even know they own), then they must recuse themselves. I don't know about the rest of you, but it would take me at least an hour to research a company name through all the accounts and all the mutual funds just to verify whether I owned it or not. Multiply that by the number of matters that come before the board (some with little or no warning) and I think the impossibility of enforcement is obvious. If the wording specified a significant financial benefit (and perhaps set a threshold dollar amount such as the IRS does for items that must be reported to them vs. not), then perhaps we'd find something more easily enforced. -- Andy Oppel, N6AJO

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[arrl-odv:13351] Re: Resolution for mail vote of the Board
by Sumner, Dave, K1ZZ 28 Nov '05

28 Nov '05

All 15 directors voted to approve the resolution, so the resolution is ADOPTED. Thanks for your prompt attention. Harold Kramer and I will work out implementation details and a formal announcement. David Sumner, K1ZZ Secretary

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[arrl-odv:13352] Revised Motion re Article 11, Bylaws 42 and 47 and Election rules
by John Bellows 28 Nov '05

28 Nov '05

Kay requested the Article 11 amendment reflect the changes to the existing Article. The changes are set forth in the attached Motion to amend Article 11 [1.1]. Kay also suggested a more specific appeal process in Bylaw 47. That suggestion was also made by at least one other person. The attached Motion to add Bylaw 47 [1.1] includes a appeal process. Bylaw 47 would be a new Bylaw. Current Bylaw 47 would be renumbered Bylaw 48. Minor changes were made in the whereas clauses as well. In accordance with Article 9 of the Articles of Association I am forwarding copies of the following motions [versions 1.1] to amend Article 11, add ByLaw 47, amend Bylaw 42 and amend the Rules and Regulations concerning elections and withdraw the prior versions of the motions. I realize only the Motion to amend Article 11 is required to be submitted 30 days prior to the meeting, but since all of the motions are related and to some extent inter-connected I am forwarding at this time. 73, Jay, KØQB

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[arrl-odv:13350] re odv1339 Proposals to Amend Article 11, By Laws 47 and 42 and Rules regarding elections
by John Bellows 28 Nov '05

28 Nov '05

Greetings: Kay asked several questions. I’ll attempt to address most of them now, but others will have to wait until I’m home this evening. >Jay, where your proposals would amend language in the existing AA&BL, it would help me a>great deal if we could receive a comparison document indicating exactly where language is being added and deleted. >In the proposed new By-Law 47, the expression "investment interest" appears in the Definitions paragraph, which bear upon the Disclosure requirement later on and which applies to the Board member's "family" as well as to the individual. Do I correctly understand the intention of this new By-Law is to require members of the Board to disclose all investments -- stocks, bonds, mutual funds, etc. -- owned by the Board member and his or her family? How about trusts of which the person and/or family members are beneficiaries? Kay------- The proposed Conflict of Interest Rules would not require a disclosure of an investment or a business interest unless there would be a direct and material financial benefit to the Board Member or a member of his or her family as the result of a vote. The specific provision is as follows: “i. A Board Member shall recuse himself or herself from discussion or voting on any matter in which he or she has a material and direct financial benefit, as defined above, that may reasonably be affected by the outcome of the vote. Upon recusal of a Director, the Division Vice-Director shall fulfill the duties of the recused Director in discussion and voting on such matter.” Under the current Article 11, the mere ownership of an investment or business interest that may result in a financial benefit to a Director, no matter how trivial or remote, would disqualify that Director. You also ask whether trusts would be included. The intent is that if the Board Member has control over the trust containing investments that would result in a direct and material benefit as the result of a Board Action the Conflict of Interest Rule would apply. The Conflict of Interest policy does not go beyond the current Article 11,it is the difference between a randomly pointed shotgun and an aimed rifle with a known target. It simply requires that Board Members disclose facts when he or she may have a material and direct financial benefit by reason of a Board action. Even in that event it limits the result to recusal from discussion and voting on the issue unless the conflict is pervasive. Would we really prefer that Board members not disclose such conflicts? --------- >Does "family" refer only to one's spouse and minor children, or could it also include one's parents and adult children? Does it include the partners of unmarried couples who live together? Kay -- We can define family in any way we want. My definition would be immediate family members, i.e. spouse and minor children. I defer to state law as to the effect of same sex marriage or civil unions. ------------ >The E&E committee will be busy checking out all that information about the contents of our investment portfolios, and they will have some interesting judgment calls to make. What criteria will define a conflict or pervasive conflict based on investments? Surely we don't intend to make that up as we go along? How many of us incumbents would find ourselves ineligible under the proposed new rules? We can't answer that because we don't know what criteria the E&E would apply. >What happens to the financial information after the E&E reviews it? Don't we need a privacy >policy about that? Kay ---- for the reasons set forth above only investments that have a material and direct financial impact would be an issue. Certainly, a privacy policy could be adopted. ----------------- >If the idea behind these changes is to enlarge the pool of potential Board members, the >requirement to disclose the gory details of one's family's financial resources to the E&E >committee may have quite the opposite effect. After all, to most challenger candidates the E&E >committee members are total strangers. Kay----- Easy now- Nothing in the proposed policy suggests your 5th amendment rights regarding search and seizure nor such privacy rights as afforded by the 9th amendment waived. More seriously, the policy simply places an obligation on a candidate to disclose financial and business interest that would be materially and directly affected by Board action. At present we ask candidates an open ended question at the time they file and say no to anyone with even a remote possibility of a future conflict. Then we never ask again during the term of office. This targets the disclosure to instances where an actual or perceived conflict might arise and then provides a mechanism to avoid the conflict, in most instances without eliminating the member from further participation except with regard to the single conflict at hand. It would seem strange to me that we would exclude candidates based on the potentiality that a conflict might arise in the future because of an employment or business connection but didn’t want to know about material investments that might color a Board members comments or vote on an issue. -------------------------- >It is proposed that, "Neither the Board nor any Committee of the Board shall vote upon any >proposed matter, transaction, contract, or arrangement in connection with which an actual or possible conflict of interest has been disclosed by a Board Member until such time as the Elections and Ethics Committee has addressed the actual or possible conflict of interest." How would that affect the League's ability to carry on business in a timely way, if the Board and its >committees have to call halts for the E&E to make determinations about conflict of interest? It might happen rarely, or it might happen a lot. Who can say? Kay----- When was the last time we had an emergency situation that required an immediate vote that wasn’t related to an election issue? The Board is by any measure a deliberative body. Waiting a few weeks to get the facts and provide an opportunity to review them doesn’t seem like much of a burden. Nearly everything that comes to the Board is known prior to the meeting. That is particularly true of any significant action where a vote is required. As to the frequency of such events I would the past is a reasonable indicator. If we really expect there would be a large increase in non-election conflicts perhaps we haven’t been sufficiently scrupulous in the past, but I doubt that. ----------------------------------- >What happens if a Director disagrees with the E&E's determination that he or she should recuse? Is there any appeal? What happens if both Director and Vice Director have a conflict on a particular matter, so neither can vote? As long as there is a quorum, does it matter that some Divisions might not be represented in a vote? Is that situation likely? Probably not. But sometimes the unlikely worst case is the case, as the captain of the Titanic had a brief >opportunity to consider. Kay: I agree and will be submitting a revised motion later today with an appeal process. We could also include a provision to deal with simultaneous conflicts of the Director and Vice Director, but that seems remote in extremis. ----------------------------------------- >There is a discrepancy between the existing provisions of Article 11 and the provisions of By-Law 12 that might be addressed in this context. Article 11 says that Vice Presidents are subject to the Article. That's fine. But under By-Law 12, "any Vice‑President other than the First Vice‑President" can be a compensated employee of the League. This allows the Board to elect a League employee to be 2nd VP or International Affairs VP. But an employee of the League can't pass Article 11 requirements as it now reads, let alone as Jay's amendment would re-cast it. I suggest that we should amend By-Law 12 to delete the phrase "and any Vice‑President other than the First Vice‑President," to eliminate the self-contradiction regarding Vice>Presidents. The Treasurer can also be a compensated person under By-Law 12, but the proposed new By-Law 47 brings the Treasurer under the conflict of interest rules in the Definitions paragraph. I'm >not clear on how the logic of that is going to work. Kay: Why wouldn’t we want Vice Presidents who participate in Board discussions and the EVP and Treasurer to be included in a Conflict of Interest policy? I would be willing to support an appropriate change to assure they are covered by the policy. ------------------------ >Before the Board votes one way or the other on these proposals, I hope that we'll have the patience to think things through and throughly air out the possible/probable consequences. As Fried used to say, "The devil is in the details." I just don't know if sufficient consideration can be done at one Board meeting. These are not trivial changes and would be a significant legacy, >both practical and philosophical, that we leave to future Boards. Kay: One persons patience is another persons delay. I first raised this issue three or for years ago and again presented this concern some two months ago. There was considerable discussion on the issue this past Fall. Nearly a month ago I offered to send the working documents to any interested Board member. There were two takers. Putting off this question won’t make it go away. The simple fact is that nearly every significant Non-Profit Corporation or Association in the United State has a Conflict of Interest and Disclosure Policy. There is no good reason why board members should not be required to disclose Conflicts of Interest, real or perceived, as they arise. You are absolutely correct these aren’t trivial changes. These are significant issues to the Board but more significant to the members. The questions at hand are: 1. Who should choose Board representatives, the Board or the Members? and 2. Should Board members be required to disclose conflicts of interest? I for one believe the members with adequate information are up to the task of choosing their representatives on the ARRL Board and that the obligation to disclose conflicts of interest ought not end with election to the Board whether as a Director or as an Officer. 73, Jay, KØQB

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[arrl-odv:13349] Re: Proposed Amendments to Articles of Association, Blylaws and Rules and Regulations
by Kay Craigie 28 Nov '05

28 Nov '05

Jay, where your proposals would amend language in the existing AA&BL, it would help me a great deal if we could receive a comparison document indicating exactly where language is being added and deleted. In the proposed new By-Law 47, the expression "investment interest" appears in the Definitions paragraph, which bears upon the Disclosure requirement later on and which applies to the Board member's "family" as well as to the individual. Do I correctly understand the intention of this new By-Law is to require members of the Board to disclose all investments -- stocks, bonds, mutual funds, etc. -- owned by the Board member and his or her family? How about trusts of which the person and/or family members are beneficiaries? Does "family" refer only to one's spouse and minor children, or could it also include one's parents and adult children? Does it include the partners of unmarried couples who live together? The E&E committee will be busy checking out all that information about the contents of our investment portfolios, and they will have some interesting judgment calls to make. What criteria will define a conflict or pervasive conflict based on investments? Surely we don't intend to make that up as we go along? How many of us incumbents would find ourselves ineligible under the proposed new rules? We can't answer that because we don't know what criteria the E&E would apply. What happens to the financial information after the E&E reviews it? Don't we need a privacy policy about that? If the idea behind these changes is to enlarge the pool of potential Board members, the requirement to disclose the gory details of one's family's financial resources to the E&E committee may have quite the opposite effect. After all, to most challenger candidates the E&E committee members are total strangers. It is proposed that, "Neither the Board nor any Committee of the Board shall vote upon any proposed matter, transaction, contract, or arrangement in connection with which an actual or possible conflict of interest has been disclosed by a Board Member until such time as the Elections and Ethics Committee has addressed the actual or possible conflict of interest." How would that affect the League's ability to carry on business in a timely way, if the Board and its committees have to call halts for the E&E to make determinations about conflict of interest? It might happen rarely, or it might happen a lot. Who can say? What happens if a Director disagrees with the E&E's determination that he or she should recuse? Is there any appeal? What happens if both Director and Vice Director have a conflict on a particular matter, so neither can vote? As long as there is a quorum, does it matter that some Divisions might not be represented in a vote? Is that situation likely? Probably not. But sometimes the unlikely worst case is the case, as the captain of the Titanic had a brief opportunity to consider. There is a discrepancy between the existing provisions of Article 11 and the provisions of By-Law 12 that might be addressed in this context. Article 11 says that Vice Presidents are subject to the Article. That's fine. But under By-Law 12, "any Vice‑President other than the First Vice‑President" can be a compensated employee of the League. This allows the Board to elect a League employee to be 2nd VP or International Affairs VP. But an employee of the League can't pass Article 11 requirements as it now reads, let alone as Jay's amendment would re-cast it. I suggest that we should amend By-Law 12 to delete the phrase "and any Vice‑President other than the First Vice‑President," to eliminate the self-contradiction regarding Vice Presidents. The Treasurer can also be a compensated person under By-Law 12, but the proposed new By-Law 47 brings the Treasurer under the conflict of interest rules in the Definitions paragraph. I'm not clear on how the logic of that is going to work. Before the Board votes one way or the other on these proposals, I hope that we'll have the patience to think things through and throughly air out the possible/probable consequences. As Fried used to say, "The devil is in the details." I just don't know if sufficient consideration can be done at one Board meeting. These are not trivial changes and would be a significant legacy, both practical and philosophical, that we leave to future Boards. 73 - Kay N3KN

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[arrl-odv:13347] Mintutes of the Program and Services Committee Teleconference of November 15, 2005
by John Bellows 28 Nov '05

28 Nov '05

The Program & Services Committee Meeting Minutes are attached. 73, Jay, KØQB

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[arrl-odv:13346] Re: Proposed Amendments to Articles of Association, Blylaws and Rules and Regulations
by Brian Mileshosky 28 Nov '05

28 Nov '05

Jay Well done and well thought out. I like it. 73, Brian, N5ZGT _____ From: John Bellows [mailto:jbellows@skypoint.com] Sent: Sunday, November 27, 2005 9:04 PM To: arrl-odv Subject: [arrl-odv:13345] Proposed Amendments to Articles of Association, Blylaws and Rules and Regulations In accordance with Article 9 of the Articles of Association I am forwarding copies of the following motions to amend Article 11, add ByLaw 47, amend Bylaw 42 and amend the Rules and Regulations concerning elections. I realize only the Motion to amend Article 11 is required to be submitted 30 days prior to the meeting, but since all of the motions are related and to some extent inter-connected I am forwarding at this time. 73, Jay, KØQB

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[arrl-odv:13345] Proposed Amendments to Articles of Association, Blylaws and Rules and Regulations
by John Bellows 28 Nov '05

28 Nov '05

In accordance with Article 9 of the Articles of Association I am forwarding copies of the following motions to amend Article 11, add ByLaw 47, amend Bylaw 42 and amend the Rules and Regulations concerning elections. I realize only the Motion to amend Article 11 is required to be submitted 30 days prior to the meeting, but since all of the motions are related and to some extent inter-connected I am forwarding at this time. 73, Jay, KØQB

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