Indeed, director Jairam is correct about the policy regarding independent investigations being repealed. And to the contrary generally speaking, in most all jurisdictions applying the model corporation code, to obtain the protections of the business judgment rule and to otherwise discharge responsibility to the members, directors must make certain that they are fully informed. To the extent that they are relying on advisers, the directors should themselves make sure that the advisers are fully informed and in turn fully inform the directors. Case law around the country discuss the requirement of directors to actually do independent investigations if they are not comfortable with group conclusions. The infamous ENRON case discusses this. Basic majority view hornbook law. Bob Famiglio, K3RF Vice Director - ARRL Atlantic Division 610-359-7300 www.QRZ.com/db/K3RF From: arrl-odv On Behalf Of rjairam@gmail.com Sent: Wednesday, July 10, 2019 1:07 PM To: Fred Hopengarten <hopengarten@post.harvard.edu> Cc: arrl-odv <arrl-odv@reflector.arrl.org> Subject: [arrl-odv:28330] Re: Motion to Meet with Vendors For what it's worth - the code of conduct quoted was fully repealed at the January board meeting. Therefore 9.e. does not apply anymore. Speaking of which, it still appears in the director's workbook. It should be removed or annotated as repealed as to avoid confusion. 73 Ria, N2RJ On Wed, 10 Jul 2019 at 11:11, Fred Hopengarten <hopengarten@post.harvard.edu <mailto:hopengarten@post.harvard.edu> > wrote: Colleagues: I’d like to comment on issues raised about the “Meet with Vendors” motion. Issue: No need to enhance the view that we’re in bed/cahoots with the manufacturers. a. We have nothing to learn from them. K1VR: I think we do. They know what they are developing “next” and we may not. b. Bad optics to our members. K1VR: I’ll happily defend. I’m sure the NRA meets with firearms manufacturers, the AAA meets with automobile companies, USA Golf meets with equipment manufacturers, USTA meets with equipment manufacturers, etc. With respect to the sports organizations, I’m confident that they discuss the impact of rules changes. (Think contest, or DXCC, rover, or remote operation rules.) c. We can meet individually. ARRL POLICY ON BOARD GOVERNANCE AND CONDUCT OF MEMBERS OF THE BOARD OF DIRECTORS AND VICE DIRECTORS 9. RELATIONS WITH STAFF: A Board member must appreciate the strategic and policy role of the Board, and respect the separate and distinct roles of the CEO and ARRL staff to responsibly manage and administer ARRL’s day-to-day activities. It is the role of the Officers and Staff, not the Directors, to implement Board policy. e. Board members should never conduct independent investigations and they should never interfere in day to day operations of the ARRL.[1] (Emphasis added.) [1] Source: http://www.arrl.org/files/file/ODV/ARRL%20Code%20of%20Conduct.pdf K1VR: While I would think of my inquiries are bearing on the strategy and policy role of the Board, if I do meet with vendors, and I have an enemy on the Board, that enemy might well invoke Rule 9.e. to claim that I am interfering with the CEO, the Advertising Manager, or the like. I’d rather be authorized than unauthorized. Issue: We have many opportunities to meet individually. K1VR: When three members of the Board arrange to sit down with K,I,Y (think “hands free”) , DXE, U.S. Tower, Heil (think “hands free”), etc., the company rep will more likely prepare for the meeting. Casual interaction on the sales floor does not produce the same level of “in-depth” thinking and preparation. For that matter, the members of the Board are likely to bring along more thoughtful inquiries than they may have in mind during a stand-up, convention-floor, conversation. Yes, chatting with a company’s CTO would be very useful, but does MFJ, Vibroplex, or SteppIR have one? I want to ask everyone in sight about new approaches to private land use restrictions, differences between “effective encryption above 1 GHZ and, by contrast, on 7 MHz, and other topics where I do not feel that I am the source of all knowledge, and no one other person, or company, is either. In addition, if those Board members meeting with vendors report back to the Board, perhaps comparing and contrasting the views of one vendor with another, less is lost in transferring vendor thoughts to the entire 30 member Board. In my view, the exchange of pre-meeting views on this reflector has been and will continue to be a really good thing. I am not inclined to squelch the exchange of views on this topic by withdrawing the motion before the issues are aired at the Board meeting. BTW, I think that this topic shows how wonderful it is to have an elected (and not appointed) Board, debating viewpoints vigorously – as so many different views make us better. _____ [1] Source: http://www.arrl.org/files/file/ODV/ARRL%20Code%20of%20Conduct.pdf <https://www.avast.com/sig-email?utm_medium=email&utm_source=link&utm_campaign=sig-email&utm_content=emailclient&utm_term=icon> Virus-free. <https://www.avast.com/sig-email?utm_medium=email&utm_source=link&utm_campaign=sig-email&utm_content=emailclient&utm_term=link> www.avast.com _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org <mailto:arrl-odv@reflector.arrl.org> https://reflector.arrl.org/mailman/listinfo/arrl-odv
