December 2018 - arrl-odv - reflector.arrl.org

[arrl-odv:27749] Report of Ad Hoc Committee re Ethis and Elections Committeee Procedural Rules
by jbellows＠skypoint.com 10 Dec '18

10 Dec '18

Ladies and Gentlemen: In accordance with Minute 32 July 2018 Board Meeting President Roderick appointed Director Tiemstra, K6JAT, Vice-Director Raisbeck, K1TWF, General Counsel Imlay, W3KD and me, IAVP Bellows, KØQB, to review the current Ethics and Election Committee Rules and suggest changes that may: ..provide a process and time frames that could strengthen timely, fair and just adjudication of ethics matters brought before the ethics committee. The authorizing motion is set out below. Attached you will find a proposal from Director, Tiemstra, Vice-Director Raisbeck and me. General Counsel Imlay chose to withdraw from the ad hoc committee. As directed by the motion this proposal is submitted for consideration by the Board. The ad hoc committee was specifically directed to consider only E&E Committee procedural rules to provide a timely, fair and just process in applying E&E Committee rules. The ad hoc committee is not expressing on the role, formation, duties or powers of the E&E Committee as set forth in the governing documents of the League. This is being sent to all 2018 and 2019 members of the ARRL Board, including Vice-Directors. Respectfully submitted, Jim Tiemstra, K6JAT Mike Raisbeck, K1TWF Jay Bellows, KØQB, chair. Minute 32. Mr. Pace moved seconded by Mr. Frenaye that: IT IS IMPORTANT that the Ethics and Elections Committee, have established rules and time frames to ensure a proper and timely adjudication of ethics matters brought before the committee; and That the ARRL Board of Directors expects a fair and just hearing on each matter; and REVIEW of the current set of rules could provide a process and time frames that could strengthen timely, fair and just adjudication of ethics matters brought before the committee; NOW THEREFORE BE IT RESOLVED, that the ARRL President, appoint an ad hoc committee of four (4), that would include the ARRL General Counsel, one Director, one Vice-Director and one Officer, charged with developing rules and time frames for matters dealing with ethics, and THAT the ad hoc committee prepare and submit their findings and recommendations to the Board of Directors, no later than sixty (60) days before the next meeting of the Board in January of 2019. After discussion the motion was ADOPTED by a vote of 14-0 with Mr. Norton abstaining.

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[arrl-odv:27737] Vice Director Parity Act
by Mike Raisbeck 07 Dec '18

07 Dec '18

Hello All, As you old-timers know full well, and you newcomers will shortly learn, there has over the last several years been considerable tension over the matter of Vice Director status and access to information. This has boiled over several times. I generally find myself in the middle of these kerfulffles, which take up time that in the long run would be better spent promoting Amateur Radio. In an effort to clarify and solidify the status, I propose the motion below. If one of you (I am speaking now to Directors and Board Officers) would like to present this motion, please let me know. I will put it in a nice, tidy Word document and insert your name in the title. No charge. If there are suggestions for clarification or enhancement, please send me a note. We can work together to get this refined. Thanks and see you in January MikeK1TWFNE VD -------------------------------------------- Your-Name-Here WHEREAS the position of Vice Director has,among its purposes, to provide membership representatives read and able, at a moments notice, to take assume the control and management of the League, it shall henceforth be the policy and practice of this Board that: 1. The Vice Directors shall be considered as and treated as a class of DIrectors; and 2. All League communication and information available and accessible to Directors shall be equally available and accessible to VIce DIrectors. This includes, but is not limited to, email lists (such as OD/ODV), written material, and general corporate information, including information available by right to Directors under state or federal law; and 3. Vice Directors shall be bound by all the same rules of duty, obligation, and right as Directors, including, but not limited to, legal requirements, rights, and limitations; and 3. The President shall appoint a committee with the charter to investigate whether or not amendments to the Articles and/or Bylaws are necessary or advisable to enforce or solidify this policy. The committee shall report at the summer Board meeting, and shall, if it determines such to be advisable, present at least 60 days before that Board meeting any proposed amendments to the Articles and Bylaws to effect this policy. Mike Raisbeck k1twf(a)arrl.net

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[arrl-odv:27741] Fwd: Vice Director Parity Act
by Mike Raisbeck 07 Dec '18

07 Dec '18

Folks, Both Tom A. and Jim P. have noted some potential for confusion concerning Vice Director voting. I've added a few words for clarification 73,Mikek1twf Mike Raisbeck k1twf(a)arrl.net -----Original Message----- From: Mike Raisbeck <vze18vwgu(a)verizon.net> To: w3tom <w3tom(a)verizon.net> Cc: k6jat <k6jat(a)comcast.net> Sent: Fri, Dec 7, 2018 9:59 am Subject: Re: [arrl-odv:27737] Vice Director Parity Act good clarification. The term "class of directors" is lawyerese, and would keep the voting limitations in place . However, clarification is definitely in order. How about thi? -------------------------------------------- Your-Name-Here WHEREAS the position of Vice Director has,among its purposes, to provide membership representatives read and able, at a moments notice, to take assume the control and management of the League, it shall henceforth be the policy and practice of this Board that: 1. The Vice Directors shall be considered as and treated as a class of DIrectors, subject to the limitations detailed in the Articles of Incorporation; and 2. All League communication and information available and accessible to Directors shall be equally available and accessible to VIce DIrectors. This includes, but is not limited to, email lists (such as OD/ODV), written material, and general corporate information, including information available by right to Directors under state or federal law; and 3. Vice Directors shall be bound by all the same rules of duty, obligation, and right as Directors, including, but not limited to, legal requirements, rights, and limitations; and 3. The President shall appoint a committee with the charter to investigate whether or not amendments to the Articles and/or Bylaws are necessary or advisable to enforce or solidify this policy. The committee shall report at the summer Board meeting, and shall, if it determines such to be advisable, present at least 60 days before that Board meeting any proposed amendments to the Articles and Bylaws to effect this policy. Mike Raisbeck k1twf(a)arrl.net -----Original Message----- From: w3tom <w3tom(a)verizon.net> To: 'Mike Raisbeck' <vze18vwgu(a)verizon.net> Sent: Fri, Dec 7, 2018 8:45 am Subject: RE: [arrl-odv:27737] Vice Director Parity Act #yiv7634340782 -- filtered {panose-1:2 4 5 3 5 4 6 3 2 4;}#yiv7634340782 filtered {font-family:Calibri;panose-1:2 15 5 2 2 2 4 3 2 4;}#yiv7634340782 filtered {panose-1:2 11 6 3 2 2 2 2 2 4;}#yiv7634340782 p.yiv7634340782MsoNormal, #yiv7634340782 li.yiv7634340782MsoNormal, #yiv7634340782 div.yiv7634340782MsoNormal {margin:0in;margin-bottom:.0001pt;font-size:11.0pt;font-family:sans-serif;}#yiv7634340782 a:link, #yiv7634340782 span.yiv7634340782MsoHyperlink {color:blue;text-decoration:underline;}#yiv7634340782 a:visited, #yiv7634340782 span.yiv7634340782MsoHyperlinkFollowed {color:purple;text-decoration:underline;}#yiv7634340782 p.yiv7634340782msonormal0, #yiv7634340782 li.yiv7634340782msonormal0, #yiv7634340782 div.yiv7634340782msonormal0 {margin-right:0in;margin-left:0in;font-size:11.0pt;font-family:sans-serif;}#yiv7634340782 span.yiv7634340782EmailStyle18 {font-family:sans-serif;}#yiv7634340782 .yiv7634340782MsoChpDefault {font-family:sans-serif;}#yiv7634340782 filtered {margin:1.0in 1.0in 1.0in 1.0in;}#yiv7634340782 div.yiv7634340782WordSection1 {}#yiv7634340782 Greetings Mike, A clarification for you to consider… Your motion mentions ‘The Vice Directors shall be considered as and treated as a class of Directors” however there is no mention in your motion that the Vice Directors would be non-voting… It might be helpful to mention that “The Vice Directors shall be considered as and treated as a class of non-voting Directors” or similar non-voting verbiage somewhere in the motion… I am in favor of your concept… 73, Tom – W3TOM From: arrl-odv <arrl-odv-bounces(a)reflector.arrl.org> On Behalf Of Mike Raisbeck Sent: Friday, December 7, 2018 6:57 AM To: arrl-odv(a)arrl.org Subject: [arrl-odv:27737] Vice Director Parity Act Hello All, As you old-timers know full well, and you newcomers will shortly learn, there has over the last several years been considerable tension over the matter of Vice Director status and access to information. This has boiled over several times. I generally find myself in the middle of these kerfulffles, which take up time that in the long run would be better spent promoting Amateur Radio. In an effort to clarify and solidify the status, I propose the motion below. If one of you (I am speaking now to Directors and Board Officers) would like to present this motion, please let me know. I will put it in a nice, tidy Word document and insert your name in the title. No charge. If there are suggestions for clarification or enhancement, please send me a note. We can work together to get this refined Thanks and see you in January MikeK1TWFNE VD -------------------------------------------- Your-Name-Here WHEREAS the position of Vice Director has,among its purposes, to provide membership representatives read and able, at a moments notice, to take assume the control and management of the League, it shall henceforth be the policy and practice of this Board that: 1. The Vice Directors shall be considered as and treated as a class of DIrectors; and 2. All League communication and information available and accessible to Directors shall be equally available and accessible to VIce DIrectors. This includes, but is not limited to, email lists (such as OD/ODV), written material, and general corporate information, including information available by right to Directors under state or federal law; and 3. Vice Directors shall be bound by all the same rules of duty, obligation, and right as Directors, including, but not limited to, legal requirements, rights, and limitations; and 3. The President shall appoint a committee with the charter to investigate whether or not amendments to the Articles and/or Bylaws are necessary or advisable to enforce or solidify this policy. The committee shall report at the summer Board meeting, and shall, if it determines such to be advisable, present at least 60 days before that Board meeting any proposed amendments to the Articles and Bylaws to effect this policy. Mike Raisbeck k1twf(a)arrl.net

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[arrl-odv:27740] Re: Vice Director Parity Act
by Mike Raisbeck 07 Dec '18

07 Dec '18

Could, and should include CT counsel I totally agree. Yes, things have changed, and the process of finding the new balance point has been and may still be a bit rocky, Some of us, like, for example, me, are slowly coming down off the wall, though ... ;-) 73,Mikek1twf Mike Raisbeck k1twf(a)arrl.net -----Original Message----- From: Roderick, Rick, K5UR via arrl-odv <arrl-odv(a)reflector.arrl.org> To: vze18vwgu <vze18vwgu(a)verizon.net>; arrl-odv <arrl-odv(a)arrl.org> Sent: Fri, Dec 7, 2018 11:14 am Subject: [arrl-odv:27739] Re: Vice Director Parity Act I support exploring this. Perhaps there could be some instances or legal considerations that would still warrant some separation, but that could be assessed during the study. Mike, I am assuming that the appointed committee could include a CT corporate attorney. Things have changed. When I got on the Board, Vice Directors did not speak unless spoken to. It was like everything went through the Director. Very tight chain of command concept. Many of you have heard me tell the story back when I was a Vice Director and was removed as a member on A&F the morning following a Thursday night informal session when from the back row I challenged John Chwat, our lobbyist at the time, when he said things were great with the FCC. George Wilson came up to me the next morning and said, "your services on A&F are no longer needed." Then I got the lecture from some directors that I was out of line. Yep, things have changed, but I can tell ya, this division that has developed is not healthy and has driven me nuts trying to work through the fights and emotions as a result. 73Rick - K5UR -----Original Message----- From: Mike Raisbeck <vze18vwgu(a)verizon.net> To: arrl-odv <arrl-odv(a)arrl.org> Sent: Fri, Dec 7, 2018 5:56 am Subject: [arrl-odv:27737] Vice Director Parity Act Hello All, As you old-timers know full well, and you newcomers will shortly learn, there has over the last several years been considerable tension over the matter of Vice Director status and access to information. This has boiled over several times. I generally find myself in the middle of these kerfulffles, which take up time that in the long run would be better spent promoting Amateur Radio. In an effort to clarify and solidify the status, I propose the motion below. If one of you (I am speaking now to Directors and Board Officers) would like to present this motion, please let me know. I will put it in a nice, tidy Word document and insert your name in the title. No charge. If there are suggestions for clarification or enhancement, please send me a note. We can work together to get this refined. Thanks and see you in January MikeK1TWFNE VD -------------------------------------------- Your-Name-Here WHEREAS the position of Vice Director has,among its purposes, to provide membership representatives read and able, at a moments notice, to take assume the control and management of the League, it shall henceforth be the policy and practice of this Board that: 1. The Vice Directors shall be considered as and treated as a class of DIrectors; and 2. All League communication and information available and accessible to Directors shall be equally available and accessible to VIce DIrectors. This includes, but is not limited to, email lists (such as OD/ODV), written material, and general corporate information, including information available by right to Directors under state or federal law; and 3. Vice Directors shall be bound by all the same rules of duty, obligation, and right as Directors, including, but not limited to, legal requirements, rights, and limitations; and 3. The President shall appoint a committee with the charter to investigate whether or not amendments to the Articles and/or Bylaws are necessary or advisable to enforce or solidify this policy. The committee shall report at the summer Board meeting, and shall, if it determines such to be advisable, present at least 60 days before that Board meeting any proposed amendments to the Articles and Bylaws to effect this policy. Mike Raisbeck k1twf(a)arrl.net _______________________________________________ arrl-odv mailing list arrl-odv(a)reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-odv _______________________________________________ arrl-odv mailing list arrl-odv(a)reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-odv

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[arrl-odv:27739] Re: Vice Director Parity Act
by k5ur＠aol.com 07 Dec '18

07 Dec '18

I support exploring this. Perhaps there could be some instances or legal considerations that would still warrant some separation, but that could be assessed during the study. Mike, I am assuming that the appointed committee could include a CT corporate attorney. Things have changed. When I got on the Board, Vice Directors did not speak unless spoken to. It was like everything went through the Director. Very tight chain of command concept. Many of you have heard me tell the story back when I was a Vice Director and was removed as a member on A&F the morning following a Thursday night informal session when from the back row I challenged John Chwat, our lobbyist at the time, when he said things were great with the FCC. George Wilson came up to me the next morning and said, "your services on A&F are no longer needed." Then I got the lecture from some directors that I was out of line. Yep, things have changed, but I can tell ya, this division that has developed is not healthy and has driven me nuts trying to work through the fights and emotions as a result. 73Rick - K5UR -----Original Message----- From: Mike Raisbeck <vze18vwgu(a)verizon.net> To: arrl-odv <arrl-odv(a)arrl.org> Sent: Fri, Dec 7, 2018 5:56 am Subject: [arrl-odv:27737] Vice Director Parity Act Hello All, As you old-timers know full well, and you newcomers will shortly learn, there has over the last several years been considerable tension over the matter of Vice Director status and access to information. This has boiled over several times. I generally find myself in the middle of these kerfulffles, which take up time that in the long run would be better spent promoting Amateur Radio. In an effort to clarify and solidify the status, I propose the motion below. If one of you (I am speaking now to Directors and Board Officers) would like to present this motion, please let me know. I will put it in a nice, tidy Word document and insert your name in the title. No charge. If there are suggestions for clarification or enhancement, please send me a note. We can work together to get this refined. Thanks and see you in January MikeK1TWFNE VD -------------------------------------------- Your-Name-Here WHEREAS the position of Vice Director has,among its purposes, to provide membership representatives read and able, at a moments notice, to take assume the control and management of the League, it shall henceforth be the policy and practice of this Board that: 1. The Vice Directors shall be considered as and treated as a class of DIrectors; and 2. All League communication and information available and accessible to Directors shall be equally available and accessible to VIce DIrectors. This includes, but is not limited to, email lists (such as OD/ODV), written material, and general corporate information, including information available by right to Directors under state or federal law; and 3. Vice Directors shall be bound by all the same rules of duty, obligation, and right as Directors, including, but not limited to, legal requirements, rights, and limitations; and 3. The President shall appoint a committee with the charter to investigate whether or not amendments to the Articles and/or Bylaws are necessary or advisable to enforce or solidify this policy. The committee shall report at the summer Board meeting, and shall, if it determines such to be advisable, present at least 60 days before that Board meeting any proposed amendments to the Articles and Bylaws to effect this policy. Mike Raisbeck 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:27738] In-Newsletter December 7 2018
by Pereira, Carla, KC1HSX 07 Dec '18

07 Dec '18

Please see this week's In-Newsletter with updates from your colleagues around the building. Have a great weekend!

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[arrl-odv:27727] Welcome Mark Tharp to ODV!
by bonniealtus＠onlinemac.com 06 Dec '18

06 Dec '18

The new directors and vice directors are getting added in here as they sign their paperwork. Mark Tharp, the incoming NW Division Vice Director, has already read all the board meeting minutes for the last 6 years, all the committee minutes and reports for the last 2-3 years, a full year of the archived reflector posts, analyzed the financial statements, and read the annual reports and 990 forms. Since he runs a multi-million dollar manufacturing company in Yakima, he understands what he is reading. I know those who know him, think he is a clown, but this guy is not going to do anything halfway! He probably knows more about what the board is doing already, than those of us at the meetings know! Bonnie AB7ZQ

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[arrl-odv:27732] Welcome Mark Tharp to ODV!
by James F. Boehner MD 06 Dec '18

06 Dec '18

One of my best friends from SM days. We even co-owned the "unofficial" SM reflector back then. Welcome, Mark! '73 de JIM N2ZZ Director - Roanoke Division Representing ARRL members in the Virginia, West Virginia, South Carolina and North Carolina sections ARRL - The National Association for Amateur RadioT From: arrl-odv [mailto:arrl-odv-bounces@reflector.arrl.org] On Behalf Of bonniealtus(a)onlinemac.com Sent: Wednesday, December 05, 2018 9:24 PM To: arrl-odv(a)arrl.org Subject: [arrl-odv:27727] Welcome Mark Tharp to ODV! The new directors and vice directors are getting added in here as they sign their paperwork. Mark Tharp, the incoming NW Division Vice Director, has already read all the board meeting minutes for the last 6 years, all the committee minutes and reports for the last 2-3 years, a full year of the archived reflector posts, analyzed the financial statements, and read the annual reports and 990 forms. Since he runs a multi-million dollar manufacturing company in Yakima, he understands what he is reading. I know those who know him, think he is a clown, but this guy is not going to do anything halfway! He probably knows more about what the board is doing already, than those of us at the meetings know! Bonnie AB7ZQ

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[arrl-odv:27726] NDA
by Tom Frenaye 06 Dec '18

06 Dec '18

Howard - I see that "getting started" messages have gone out to new Directors and Vice Directors. I was surprised to learn that an NDA (Non-disclosure agreement) was being required in order for them to get access to ODV and the OD and ODV email reflectors. I've attached a copy of the letter sent out, and the NDA agreement (complete with a few typos). I like the general plan to give access to ODV files for new board members ahead of time, and think an NDA may be an appropriate part of the process. I'm not sure that having a new board member on ODV or OD at the same time as the old one is a great idea though - some election battles leave significant scars.. The text of the letter suggests that the NDA is a requirement for the time period between now and January 1st when the new board members are officially in office. Presumable the NDA isn't required after January 1st but it raises a question since there is no expiration date for the NDA. Are we now asking for a lifetime NDA from new board members? Will existing Directors, Vice Directors, Officers also be asked to sign one as well? I don't believe one is needed except for the period before someone takes office. I hadn't heard of this (new?) process through any Board committees or communications, so presumably this has been discussed in A&F or E&E? It has not been discussed within the EC. Maybe this process has been followed for years - so let me know if I'm just uninformed. Thanks -- Tom ===== e-mail: k1ki(a)arrl.org ARRL New England Division Director http://www.arrl.org/ Tom Frenaye, K1KI, P O Box J, West Suffield CT 06093 Phone: 860-668-5444

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[arrl-odv:27725] Year-end
by Middleton, Diane, W2DLM (CFO) 04 Dec '18

04 Dec '18

Good morning, As we are fast approaching year end, I am requesting all reimbursement requests to be submitted as soon as possible. In order to close our books timely, please have all reimbursement requests and clearing of advances for 2018 expenses submitted no later than January 4, 2019. Thank you for your assistance in this matter. Diane Middleton, W2DLM Chief Financial Officer ARRL, the national association for Amateur Radio(r) 225 Main Street Newington, CT 06111 (860) 594-0225

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