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@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 Director who 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