April 2017 - arrl-odv - reflector.arrl.org

[arrl-odv:26412] A tweak or two for the Code of Conduct?
by Mike Raisbeck 02 May '17

02 May '17

Hello folks, Lately I’ve experienced, as I suspect a number of you haveexperienced, a variety of comments and criticisms of our new Code of Conduct. Initially, I responded to these by listeningpolitely and uttering a few generic platitudes about loyalty, honor, and goodgovernance. Yesterday I was at a symposium put on by the HarvardWireless Club, W1AF. It was anoutstanding event, with speakers such as Dr. Paul Horowitz, a/k/a Mr. SETI, andour own Tom Gallagher. The attendees werean articulate, educated, and intellectual bunch of hams, more so than isusually the case at your average hamfest. During the course of the event, several of the attendees buttonholed me totalk about the Code of Conduct, and their concerns about it. This time I paid better attention. I should have done so much earlier. First, let me say that the vast bulk of the Code isexcellent. Outstanding, in fact, and Iwhole-heartedly support it. In fact, allof it is outstanding. The problem isthat there are a few bits that to me seem inappropriate for a membershiporganization such as ours. I suspect(more than suspect) that these snuck in because we started with existing Codesof Conduct as models without taking into account the difference between amembership organization such as ours, and an organization with a closedboard. I believe we can resolve thiseasily, with a few tweaks. But before Imake suggestions, let me describe a somewhat analogous situation that mayillustrate the issue. ----------------------------- When election day comes along, I cruise down to my pollingplace, get my ballot (we still use paper here in Chelmsford, MA) and retire toa booth where I fill out the ballot in private. I then take the ballot and insert it, face down, into a countingmachine. Nothing on the ballot indicatedthat it is mine. No one knows how Ivoted except me. I cannot be. And so, a senator gets elected. Now my senator goes to Washington. She stands up on the floor of the senate,states her case, beats up on some hapless republican senator from a coal state,and, when it comes time to vote, places her vote. All of this is public. It has to be if there is to be anyaccountability, if there is to be any chance for me to determine if she isdoing a good job, and to decide if I’m going to vote for her again. I’m not privy to the conversations that go onin the Senate cloak room (how many of you remember what a “cloak room” is?) but when the formal debate and vote come up,it is public knowledge. If I’m enough ofa masochist, I can watch it on Cspan. Furthermore, my senator can go on a road trip, stand up on astump somewhere, and roundly criticize the same hapless republican senator froma coal state, along with the policies he has supported and which the Senate hasenacted. ----------------------------- The ARRL Board is not the US Senate. But it is also not an organization with aself-perpetuating board and a private or semi-private agenda. Insofar as the form of an organization likeours is reflected in the conduct policies it promulgates, we need to positionourselves somewhere in between. I would suggest the following: I. Disclosure of votes Section 6.c, concerning disclosure of votes, needs a majorchange. We could do one of two things a. Eliminate the paragraph entirely b. Allow suppression of voting information for aparticular vote only after a roll-call vote to suppress that information Either of these should work. Option b) gives the Board an out in those very rare situations (I can’tthink of many) in which some privacy is warranted. II. Support of Board decisions We need to find a way in which a Director can be publicly opposedto a Board action in a respectful way. Respecting the final decision of the Board must not be equated with agreeing with that decision. While I would agree that Directors should notundermine decisions of the Board (Code of Conduct, 8.d), we must not forbid aDirector from expressing opposition to it. Some people are reading section 8 of the code to say just that. It is unclear to me what the real intentionis of section 8 in this regard, and I suspect that different members of theBoard, and certainly of our membership, have differing and conflicting views. One way to clear this up, I hope, would be toadd a section 8.g: g. Nothing in this Code of Conduct shall beinterpreted so as to forbid a Director from respectfully and publicly expressingopposition to or criticism of an action of the Board, providing that he or shedoes not hinder its implementation A few more notes. Tom, NY2RF, and I sat for most of an hour basking in the late afternoonsun at table in Harvard Yard (it don’t get much better than that!!) He pointed out to me that our current Code ofConduct is firmly and soundly based on other similar Codes. He named several examples. Of course, he is correct. I would ask, however, how many of these otherCodes are in effect for membership organizations with elected boards such asours? One good example to investigate might be the IEEE. I have not yet found their Board Code ofConduct. Does anyone know if they haveone? And are there other similarorganizations we might look to? Jay and Chris, any thoughts? I believe you were the drafters of the Code of Conduct. Do these suggested changes align with yourideas? Any other thoughts or criticisms? Thanks and 73, Mike Raisbeck, K1TWF k1twf(a)arrl.net

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[arrl-odv:26418] Agenda for May 1--Options for Changes in the Role of Vice Directors
by G Widin 01 May '17

01 May '17

Below is the Agenda for tomorrow's GoToMeeting. Because there may be many individuals who wish to speak, the meeting will be conducted according to the ground rules shown below. Please read these ahead of time. This meeting is intended in the spirit of a "Town Hall Meeting." As such, everyone will be given an opportunity to be heard, but we will have to follow the ground rules to give everyone a fair chance to speak. At the end of this e-mail, I have again pasted in the details on how to connect to the meeting. For GoToMeeting, if you cannot use your Internet-connected computer to join, you may still use the 571 phone number to join as a telephone participant. We have a *backup* phone conference bridge connection, but this will *only* be used if GoToMeeting does not work for some reason. If GoToMeeting is in use, nothing will be heard on the Conference Bridge. My job as the moderator is to keep the meeting orderly and give everyone a chance to be heard. I appreciate everyone's cooperation toward maximizing communication during this session. 73, Greg, K0GW _____________________________________________________________ AGENDA Welcome and Opening Remarks--Rick and/or Tom Ground Rules--Greg 1. This is an informational session, no votes will be taken. 2. Because each attendee may wish to speak, and because we may have so many attendees, each will be given 3 minutes to speak. All attendees who wish may speak in the first round, and no one will be given a second chance to speak until all those wishing to speak in the first round have done so. 3. No one is required to speak. 4. An individual must stay within the 3-minute limit. The moderator will mute any speaker after the 3-minute point is past. 5. Individuals may not transfer their 3-minute quota to another individual to increase his/her time to speak. 6. The moderator may mute or disconnect a participant who disrupts the meeting. 7. At most two rounds of comments will be accepted, after which the meeting will end. Begin Round 1--Moderator takes names of those holding up hands, like a 20-m DX "list" operation. Begin Round 2--etc. Meeting ends on completion of 2nd round. _____________________________________________________________ GOTO MEETING INFORMATION New Meeting Mon, May 1, 2017 8:00 PM - 12:00 AM EDT Please join my meeting from your computer, tablet or smartphone. *https://global.gotomeeting.com/join/260532005* <https://global.gotomeeting.com/join/260532005> You can also dial in using your phone. United States: +1 (571) 317-3112 <%28571%29%20317-3112> Access Code: 260-532-005 First GoToMeeting? Try a test session: *http://help.citrix.com/getready* <http://help.citrix.com/getready> _____________________________________________________________ CONFERENCE BRIDGE INFORMATION ---*to be used only if GoToMeeting is not working or disconnects in mid-meeting* Information for participants: 800-532-0363 <%28800%29%20532-0363> or 860-594-0400 <%28860%29%20594-0400> Audio Access Numbers: Audio Bridge - 106 Participate Code – 2423 <https://www.avast.com/sig-email?utm_medium=email&utm_source=link&utm_campai…> Virus-free. www.avast.com <https://www.avast.com/sig-email?utm_medium=email&utm_source=link&utm_campai…> <#DAB4FAD8-2DD7-40BB-A1B8-4E2AA1F9FDF2>

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[arrl-odv:26419] A tweak or two for the Code of Conduct?
by James F. Boehner MD 30 Apr '17

30 Apr '17

Mike, I do like the concept of “tweak”. Perhaps some tweaking needs to be done. I have served on several boards, for profit and non-profit. I deal with ethics and confidentiality in my profession not only by policy but by strict legislation as well. I realize there are others on the board in the same situation. The code of conduct is composed of words designed to handle all situations of how a board member should conduct themselves. What it intends to accomplish goes far beyond those words. Should the spirit of the policy not be described well by those words, perhaps tweaking is necessary. I believe I have to state that the discussion that follows is my opinion only, and does not refer to any individual, place or situation. When I refer to majority or minority positions, I am referring to number of votes cast on a particular motion. First, the basics. Our board follows Roberts Rules of Order. When a motion is properly introduced and seconded, the discussion that follows allows all viewpoints to be heard, majority as well as minority. Meetings are closed, so that board members can focus on the issue and speak freely rather than play to an audience; confidentiality is required. There is ample opportunity to table the motion if the majority agrees. After all have been heard, a vote is taken. The majority rules, and that is the will of the board. The minutes then reflect the board’s decision. Majority vs. roll call votes really do not matter to me, but it does appear that those in the minority tend to call for them more frequently. The board MUST come out as one voice on the issue. The ENTIRE board must support the decision. I particularly do not think it is unethical for a board member to state their personal opinion on an issue (although it is now against the policy), but I believe it is HIGHLY unethical to use their position to influence members against the board decision, the board or the organization at large in any way, shape or form. This should lead to immediate counseling, and if repeated, should result in swift sanctions, as described in the policy. Should this behavior be allowed, board deliberations would be unnecessary. It would save time to allow the loudest and most opinionated individual just have their way in the first place. Obviously, this is NOT proper board governance. Dealing with issues of this kind prevent us from moving forward as a board and an organization. Dave Sumner once told us that the world amateur radio organizations look to us for guidance. We need to take that responsibility seriously. Members do want to know what is going on, and they have not heard much of anything from us. I do encourage our leaders to produce an article for members about board governance and particularly the difference between confidentiality and secrecy. ’73 de JIM N2ZZ Director – Roanoke Division Serving ARRL members in the Virginia, West Virginia, South Carolina and North Carolina sections ARRL – The National Association for Amateur Radio™ From: arrl-odv [mailto:arrl-odv-bounces@reflector.arrl.org] On Behalf Of Mike Raisbeck Sent: Sunday, April 30, 2017 10:32 AM To: vze18vwgu(a)verizon.net; arrl-odv(a)arrl.org Subject: [arrl-odv:26413] Re: A tweak or two for the Code of Conduct? Fixed minor omission in the 4th paragraph. Mike Raisbeck k1twf(a)arrl.net -----Original Message----- From: Mike Raisbeck <vze18vwgu(a)verizon.net> To: arrl-odv <arrl-odv(a)arrl.org> Sent: Sun, Apr 30, 2017 10:22 am Subject: [arrl-odv:26412] A tweak or two for the Code of Conduct? Hello folks, Lately I’ve experienced, as I suspect a number of you have experienced, a variety of comments and criticisms of our new Code of Conduct. Initially, I responded to these by listening politely and uttering a few generic platitudes about loyalty, honor, and good governance. Yesterday I was at a symposium put on by the Harvard Wireless Club, W1AF. It was an outstanding event, with speakers such as Dr. Paul Horowitz, a/k/a Mr. SETI, and our own Tom Gallagher. The attendees were an articulate, educated, and intellectual bunch of hams, more so than is usually the case at your average hamfest. During the course of the event, several of the attendees buttonholed me to talk about the Code of Conduct, and their concerns about it. This time I paid better attention. I should have done so much earlier. First, let me say that the vast bulk of the Code is excellent. Outstanding, in fact, and I whole-heartedly support it. In fact, all of it is outstanding. The problem is that there are a few bits that to me seem inappropriate for a membership organization such as ours. I suspect (more than suspect) that these snuck in because we started with existing Codes of Conduct as models without taking into account the difference between a membership organization such as ours, and an organization with a closed board. I believe we can resolve this easily, with a few tweaks. But before I make suggestions, let me describe a somewhat analogous situation that may illustrate the issue. ----------------------------- When election day comes along, I cruise down to my polling place, get my ballot (we still use paper here in Chelmsford, MA) and retire to a booth where I fill out the ballot in private. I then take the ballot and insert it, face down, into a counting machine. Nothing on the ballot indicated that it is mine. No one knows how I voted except me. I cannot be punished for my vote. And so, a senator gets elected. Now my senator goes to Washington. She stands up on the floor of the senate, states her case, beats up on some hapless republican senator from a coal state, and, when it comes time to vote, places her vote. All of this is public. It has to be if there is to be any accountability, if there is to be any chance for me to determine if she is doing a good job, and to decide if I’m going to vote for her again. I’m not privy to the conversations that go on in the Senate cloak room (how many of you remember what a “cloak room” is?) but when the formal debate and vote come up, it is public knowledge. If I’m enough of a masochist, I can watch it on Cspan. Furthermore, my senator can go on a road trip, stand up on a stump somewhere, and roundly criticize the same hapless republican senator from a coal state, along with the policies he has supported and which the Senate has enacted. ----------------------------- The ARRL Board is not the US Senate. But it is also not an organization with a self-perpetuating board and a private or semi-private agenda. Insofar as the form of an organization like ours is reflected in the conduct policies it promulgates, we need to position ourselves somewhere in between. I would suggest the following: I. Disclosure of votes Section 6.c, concerning disclosure of votes, needs a major change. We could do one of two things a. Eliminate the paragraph entirely b. Allow suppression of voting information for a particular vote only after a roll-call vote to suppress that information Either of these should work. Option b) gives the Board an out in those very rare situations (I can’t think of many) in which some privacy is warranted. II. Support of Board decisions We need to find a way in which a Director can be publicly opposed to a Board action in a respectful way. Respecting the final decision of the Board must not be equated with agreeing with that decision. While I would agree that Directors should not undermine decisions of the Board (Code of Conduct, 8.d), we must not forbid a Director from expressing opposition to it. Some people are reading section 8 of the code to say just that. It is unclear to me what the real intention is of section 8 in this regard, and I suspect that different members of the Board, and certainly of our membership, have differing and conflicting views. One way to clear this up, I hope, would be to add a section 8.g: g. Nothing in this Code of Conduct shall be interpreted so as to forbid a Director from respectfully and publicly expressing opposition to or criticism of an action of the Board, providing that he or she does not hinder its implementation A few more notes. Tom, NY2RF, and I sat for most of an hour basking in the late afternoon sun at table in Harvard Yard (it don’t get much better than that!!) He pointed out to me that our current Code of Conduct is firmly and soundly based on other similar Codes. He named several examples. Of course, he is correct. I would ask, however, how many of these other Codes are in effect for membership organizations with elected boards such as ours? One good example to investigate might be the IEEE. I have not yet found their Board Code of Conduct. Does anyone know if they have one? And are there other similar organizations we might look to? Jay and Chris, any thoughts? I believe you were the drafters of the Code of Conduct. Do these suggested changes align with your ideas? Any other thoughts or criticisms? Thanks and 73, Mike Raisbeck, K1TWF k1twf(a)arrl.net _______________________________________________ arrl-odv mailing list arrl-odv(a)reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-odv

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[arrl-odv:26416] Re: A tweak or two for the Code of Conduct?
by Mike Raisbeck 30 Apr '17

30 Apr '17

Thanks Bob, I've seen the IEEE Code of Ethics, and I like it. But I am wondering if perhaps their Board has a separate, more detailed Code of Conduct. I have an inquiry in to them. We'll see what they have, if anything, that is specifically aimed at their Board. 73, Mike Raisbeck k1twf(a)arrl.net -----Original Message----- From: Bob Famiglio, K3RF <RBFamiglio(a)Verizon.net> To: 'Mike Raisbeck' <vze18vwgu(a)verizon.net>; arrl-odv <arrl-odv(a)arrl.org> Sent: Sun, Apr 30, 2017 4:04 pm Subject: RE: [arrl-odv:26412] A tweak or two for the Code of Conduct? Mike: I have been a proud member of the IEEE since an electrical engineering student in 1973. Their latest code of conduct is attached. Very simple. They are a membership organization as we are. They have a code of ethics published as well found at http://www.ieee.org/about/corporate/governance/p7-8.html Tom Abernathy and I have received pushback from Atlantic Division members on the subject as you have experienced. Bob Famiglio, K3RF Vice Director, ARRL Atlantic Division 610-359-7300 www.QRZ.com/db/K3RF From: arrl-odv [mailto:arrl-odv-bounces@reflector.arrl.org] On Behalf Of Mike Raisbeck Sent: Sunday, April 30, 2017 10:23 AM To: arrl-odv(a)arrl.org Subject: [arrl-odv:26412] A tweak or two for the Code of Conduct? Hello folks, Lately I’ve experienced, as I suspect a number of you have experienced, a variety of comments and criticisms of our new Code of Conduct. Initially, I responded to these by listening politely and uttering a few generic platitudes about loyalty, honor, and good governance. Yesterday I was at a symposium put on by the Harvard Wireless Club, W1AF. It was an outstanding event, with speakers such as Dr. Paul Horowitz, a/k/a Mr. SETI, and our own Tom Gallagher. The attendees were an articulate, educated, and intellectual bunch of hams, more so than is usually the case at your average hamfest. During the course of the event, several of the attendees buttonholed me to talk about the Code of Conduct, and their concerns about it. This time I paid better attention. I should have done so much earlier. First, let me say that the vast bulk of the Code is excellent. Outstanding, in fact, and I whole-heartedly support it. In fact, all of it is outstanding. The problem is that there are a few bits that to me seem inappropriate for a membership organization such as ours. I suspect (more than suspect) that these snuck in because we started with existing Codes of Conduct as models without taking into account the difference between a membership organization such as ours, and an organization with a closed board. I believe we can resolve this easily, with a few tweaks. But before I make suggestions, let me describe a somewhat analogous situation that may illustrate the issue. ----------------------------- When election day comes along, I cruise down to my polling place, get my ballot (we still use paper here in Chelmsford, MA) and retire to a booth where I fill out the ballot in private. I then take the ballot and insert it, face down, into a counting machine. Nothing on the ballot indicated that it is mine. No one knows how I voted except me. I cannot be. And so, a senator gets elected. Now my senator goes to Washington. She stands up on the floor of the senate, states her case, beats up on some hapless republican senator from a coal state, and, when it comes time to vote, places her vote. All of this is public. It has to be if there is to be any accountability, if there is to be any chance for me to determine if she is doing a good job, and to decide if I’m going to vote for her again. I’m not privy to the conversations that go on in the Senate cloak room (how many of you remember what a “cloak room” is?) but when the formal debate and vote come up, it is public knowledge. If I’m enough of a masochist, I can watch it on Cspan. Furthermore, my senator can go on a road trip, stand up on a stump somewhere, and roundly criticize the same hapless republican senator from a coal state, along with the policies he has supported and which the Senate has enacted. ----------------------------- The ARRL Board is not the US Senate. But it is also not an organization with a self-perpetuating board and a private or semi-private agenda. Insofar as the form of an organization like ours is reflected in the conduct policies it promulgates, we need to position ourselves somewhere in between. I would suggest the following: I. Disclosure of votes Section 6.c, concerning disclosure of votes, needs a major change. We could do one of two things a. Eliminate the paragraph entirely b. Allow suppression of voting information for a particular vote only after a roll-call vote to suppress that information Either of these should work. Option b) gives the Board an out in those very rare situations (I can’t think of many) in which some privacy is warranted. II. Support of Board decisions We need to find a way in which a Director can be publicly opposed to a Board action in a respectful way. Respecting the final decision of the Board must not be equated with agreeing with that decision. While I would agree that Directors should not undermine decisions of the Board (Code of Conduct, 8.d), we must not forbid a Director from expressing opposition to it. Some people are reading section 8 of the code to say just that. It is unclear to me what the real intention is of section 8 in this regard, and I suspect that different members of the Board, and certainly of our membership, have differing and conflicting views. One way to clear this up, I hope, would be to add a section 8.g: g. Nothing in this Code of Conduct shall be interpreted so as to forbid a Director from respectfully and publicly expressing opposition to or criticism of an action of the Board, providing that he or she does not hinder its implementation A few more notes. Tom, NY2RF, and I sat for most of an hour basking in the late afternoon sun at table in Harvard Yard (it don’t get much better than that!!) He pointed out to me that our current Code of Conduct is firmly and soundly based on other similar Codes. He named several examples. Of course, he is correct. I would ask, however, how many of these other Codes are in effect for membership organizations with elected boards such as ours? One good example to investigate might be the IEEE. I have not yet found their Board Code of Conduct. Does anyone know if they have one? And are there other similar organizations we might look to? Jay and Chris, any thoughts? I believe you were the drafters of the Code of Conduct. Do these suggested changes align with your ideas? Any other thoughts or criticisms? Thanks and 73, Mike Raisbeck, K1TWF k1twf(a)arrl.net

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[arrl-odv:26411] Vice Directors
by Northwestern Division Director 29 Apr '17

29 Apr '17

All: It occurs to me that we may be barking up the wrong tree (for all you Southern boys) in regards to various arguments - pro or con. The matter should never be about individuals, but about the ARRL, a fact that I fear has been lost in this debate. While I understand that some Vice Directors may feel that they are about to lose their job - or become less relevant, I don't see it that way. Ms. Altus, the Northwestern Division Vice Director is quite relevant today and will be in the future. A change of status/title will not change her importance to me or to the members of the Northwestern Division or the ARRL. In addition, I doubt that any member of the EC, or any Director for that matter, looks forward to leaving the legacy that they were members of the Board that removed the Vice Directors, regardless of the reason. In our system of governance, we have committees, officers (paid and un-paid) who are charged with certain responsibilities; none of those responsibilities include making or changing policy. That task is left to the 15 Directors. It appears, however, that there is a belief that the EC has or is making policy. I was a guest at the last EC meeting and heard clearly that they planned on bringing recommendations to the Board, for ratification or rejection, not making policy. Now I read that they are wrong! Not from one person but a few, extending viewpoints that seem to disagree with the position of the EC and their advisers. Who's right? The EC, with support of our Connecticut Attorneys, or the Attorneys from the Vice Director ranks, who truly are trying to present a view that they believe to be correct? I'm not a lawyer nor do I play one on TV. But, I do understand business and am capable of understanding legal briefs and memorandums - recommendations from lawyers who are paid to give us advice. As a businessman, I see a disaster point at which the stockholders (our members) may rise up in opposition as they feel disenfranchised. To the Vice Directors who are reading this: There isn't a Director in the group that believes you are not important! If there was, you would have never been asked to run for the position. Our Divisions could not run as efficient as they do, without you. Your advice and counsel is very valuable and welcome. To the Directors: We have a problem! And it's not the law, the cost or the value of Vice Directors; it's our membership, who despite the fact that the matter hasn't been adjudicated yet, or even a recommendation put before the Board, the word is out and we once again have a black eye in the minds of our membership. Yep, the hounds are barking at one tree and then the other and the members are standing there looking to see if there is a raccoon up either tree; and there's not. We are at a point that is truly a difficult one that could bring down the current leadership, in the eyes of the members, if we continue in this direction. I see no resolution, at this time, and believe that the two webinars that have been set up, will just drive bigger wedges between two sides. This is not a lawyer program and it's time we hear from some of the non-lawyers. We also need some cool heads and I'm not seeing that right now. Mr. President: I recommend that we go back to the table, with 4 Directors and 4 Vice Directors, to attempt some dispute resolution and simply do a Brief 101 exercise, with calm heads and an eye toward our membership, not the preservation of our jobs. Let's carve out: What are the actual Issues? What are the rules that govern the Issues? What is the simple analysis of the issues verses the governing rules? What conclusion(s) can we draw from that analysis and what recommendation(s) can be taken back to the Board? Two terms that we should charge ourselves with: consensuses and congeniality. The Board Room is not a battle field and this is not a contact sport. Getting along is not my concern....getting the job done for our members is. I will participate in the two webinars, but I think they may be premature. Thank you for reading, 73 and good Hamming Jim Pace K7CEX

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[arrl-odv:26410] Re: Details of ARRL Board Adoption of Code of Conduct Inbox x
by Richard J. Norton 29 Apr '17

29 Apr '17

I thank Director Frenaye, whose full message is below, for again bringing my efforts toward honesty, accuracy, and above-board communication to ODV's attention. Mr. Frenaye reported that, "I'm told the three candidates were sent information on the newly adopted policy a few weeks after the January Board meeting by the assistant secretary." Concerned about the accuracy of what I had written, I rechecked with two of the three Southwestern Division candidates last week. They both confirmed that they had not received anything about the Code from the League. Mr. Frenaye was at last weekend's Visalia DX Convention, and I reported this to him. I also mentioned that two candidates were present at the event, and suggested that he check with them and report what he learned to the board. I hope he followed through, and will share his findings here. If the League's assistant secretary believes that the information about the Code was conveyed to the candidates, it would be helpful to know how. Were hard copies of the Code sent by postal mail? Was a vague statement something like, "All candidates should find and review any League policies relating to Vice Directors," deemed to be notification of the Code? If the candidates were notified by E-mail, it would be helpful to have a copy of the E-mail forwarded to ODV. If there are flaws in the League's communications processes, we should be aware of them and work to correct them. ------------ Communication from another party, alerted me that my message was, "skewed and biased characterization regarding the adoption of the Code of Conduct .. " Disappointingly, no corrections to facts were proffered. Therefore, I took the message as affirmation that the facts as presented were correct. -------------- Unfortunately, Director Vallio had family issues that prevented him from attending the Visalia DX Convention. He was scheduled to moderate the ARRL Forum, so I took that role in his absence. Also present were Director Frenaye, Vice Director Tiemstra, and Vice Director Luetzelschwab. The topics covered were similar to those covered at two Southwestern Division forums held earlier this year, and audience reaction was quite similar. The Code of Conduct was covered first, including primary director allegiance now being to the Corporation, not to the members, or to Amateur Radio. The necessity of fully supporting the board decisions was covered, where I affirmed that I now did of course, as required by the Code. The inability to disclose how directors voted on issues was also mentioned. Reaction from the audience to the Code was very negative, the same as experienced at other forums. There was one attendee who did seem to support a part of the Code, and another who suggested checking with the League's attorney about the Code. Director Frenaye, who the minutes show supported adoption of the Code, made no comment to the group. At the conclusion of that topic, I asked the audience of about 120 three questions: 1) Where did you learn about the Code? Responses: ARRL - 0, zero CQ Magazine editorial ~30 This Forum ~90 2) How many of you support the Code? Responses: 0, zero 3) How many of you essentially agree with the CQ Magazine editorial position? Responses: ~115+ (all but a few) --------------- I’m sure you all know my view that the ARRL is primarily a membership organization with the objective of serving the members and Amateur Radio that happens to be organized as a non-profit corporation in Connecticut. Although this is a minority position on the board, it appears to represent the almost unanimous view of the members and other Radio Amateurs who, once they have heard about it, have made their opinions known.. The participant reaction to the Code at the 2017 Visalia DX Convention ARRL Forum, as witnessed by three other ODV members, clearly illustrates the factual basis for my statements that the Code has been poorly disclosed to the members, and that the members who learn about it almost unanimously oppose the Code. 73, Dick Norton, N6AA On Fri, Apr 14, 2017 at 8:25 AM, Tom Frenaye <frenaye(a)pcnet.com> wrote: > At 06:40 PM 4/12/2017, Richard J. Norton wrote: > > This documents the time line and some deliberation details associated with > the January 2017.adoption of theÂ *ARRL Policy on Board Governance and > Conduct of Members of the Board of Directors and Vice Directors*. It > should simply be considered to be part of my notes on what transpired. As I > personally strive for honesty, accuracy, and above-board communication with > this board, I would appreciate any corrections to the reported happenings. > > "The secrecy is evident from the fact that the Southwestern Division Vice > Director candidates, running in the current election, have not been made > aware of the contents of the Code nor even the existence of the Code > itself." > > > > Secrecy? There aren't monsters under every bed. > > I'm told the three candidates were sent information on the newly adopted > policy a few weeks after the January Board meeting by the assistant > secretary. > > -- Tom > > > >

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[arrl-odv:26409] The Value of Vice Directors
by k6jat＠comcast.net 29 Apr '17

29 Apr '17

This morning's Memo contained a belated recognition of the value of Vice Directors in its final paragraph. This brought to mind some issues concerning the cost argument buried in the prior memoranda. Therefore, I've attached a short memorandum with some thoughts on the subject for Monday's discussion. 73, Jim K6JAT

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[arrl-odv:26408] ARRL Governance and the Role of Vice Directors for the Second Century
by Mike Raisbeck 28 Apr '17

28 Apr '17

Tom, I’ve read and reread your recent email (arrl-odv:26404) andyour well-crafted attachment several times, wanting to be absolutely sure thatI understand what you are saying. I hopeI have it right, my apologies if I have misconstrued anything. I find myself both perplexed and a bit disappointed, particularlyby the concluding sentence of the attachment, in which you urge that we not questionthe accuracy of the Day, Pitney opinion. Since the rest of your memorandum appears to be based squarely on that opinion,this request on your part amounts to a plea that the EC’s judgment not bequestioned. As you know, I have already questioned Day, Pitney’sconclusions. I do not claim that I amright, and Day, Pitney certainly is a venerable law firm. However, my analysis of their memorandum, ofthe Connecticut statute, and of the meager case law I could identify, found theirreasoning to be faulty. I detailed thatin a memorandum send to the Board several weeks ago (see arrl-odv:26387 andarrl-odv:26398) in the hopes that someone would look at what I had to say insome detail and let me know where I might be off. In fact, several accomplished attorneys onthe back bench have looked at what I said and have concurred with me. I had and have no desire either to be wrongor to mislead the Board, so I implored the EC to take a more critical look. Unfortunately, the several private responses I have gotten todate from the front bench have said, in essence, what you have said publicallytoday, which I paraphrase as “Day, Pitney said it and we will not review,revisit, or criticize their opinion.” This is disturbing. The Board andOfficers of the League have a fiduciary duty to look after the affairs of theLeague, and part of this duty is to be aware of faulty information that maycolour their analysis. I have raised a BIG RED FLAG. It may turn out to be a false alarm. I may turn out to be misguided or ill-informed. If either of these is the case, I apologize now,and will apologize later, publically to this whole Board. But until we hit that point, I believe theBoard has an obligation to give this a hearing, to look at the reasoning, gettingadditional opinions, if necessary, and, if the reasoning is faulty, to let meknow how and where. Tom, you and I will both be in Cambridge, MA tomorrow. If you would like, I will make myselfavailable any time to chat about this. Perhaps we can find some common ground. If not, I will feel compelled to bring the matter up Monday evening. Thanks and 73, Mike Raisbeck K1TWF

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[arrl-odv:26406] Vice Director Removal
by John Robert Stratton 28 Apr '17

28 Apr '17

Rick Roderick, Tom Gallagher It is clear from comments made in the "memos", etc. sent to the Board and from comments each of you has made that the removal and elimination of the Vice Directors has been underway since March or April of last year. In order for the Board to properly evaluate the validity and integrity of the assertions and allegations on which you base the "necessity" of eliminating the Vice Directors, please provide to the entire Board — Directors and Vice Directors — all communications, including, but not limited to: memorandums, letters and emails — between the ARRL, Day Pitney, Imlay, Bellows, Roderick, Gallagher and any other member of the Board that address or discuss the Vice Directors, their removal, their "legal" status and the strategy for the removal of the Vice Directors for the time period from March 1, 2016 to date. This request specifically includes the "March 4, 2017 Memo" referenced in Day Pitney's March 17, 2017 "Memorandum". All of this information needs to supplied before the first scheduled "webinar." If it is too voluminous to be sent via email to the ODV, then it should be posted to the website so that each Director and Vice Director can download the files. 73 *-----------------------------------------------------* ** John Robert Stratton N5AUS Office telephone: 512-445-6262 Cell: 512-426-2028 PO Box 2232 Austin, Texas 78768-2232 *-----------------------------------------------------*

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[arrl-odv:26404] ARRL Governance and the Role of Vice Directors for the Second Century;
by Gallagher, Tom, NY2RF (CEO) 28 Apr '17

28 Apr '17

To: Officers, Directors and Vice Directors From: Tom Gallagher, NY2RF, Jay Bellows, K0QB and Chris Imlay, W3KD Re: ARRL Governance and the Role of Vice Directors for the Second Century; Board Confidential Date: April 28, 2017 Ladies & Gentlemen: The purpose of the attached memo is to provide to the Board and Vice Directors in summary form the basis for the Executive Committee's proposal for governance reform. Tom Gallagher - NY2RF Chief Executive Officer ARRL Headquarters ARRL - The national association for Amateur Radio(tm) 860 594 0404 cell 704 907 7158 tgallagher(a)arrl.org<mailto:tgallagher@arrl.org>

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