The document will be signed by Howard but not by anyone at the ARRL. It is not an executed contract without both parties. Frederick (Rick) Niswander, Ph.D., CPA, CGMA Professor of Accounting Bate 3110 East Carolina University Greenville, NC 27858 From: arrl-odv [mailto:arrl-odv-bounces@reflector.arrl.org] On Behalf Of John Robert Stratton Sent: Friday, August 17, 2018 1:34 PM To: arrl-odv <arrl-odv@reflector.arrl.org> Subject: [arrl-odv:27499] Two Paths In A Wood, Diverge Trial by ambush, thinly veiled character assassination, delaying tactics, manufactured complaint ... The Road Not Taken I find such comments that appear to attribute improper or disloyal motives to those who request that this Board take the time to review those matters not previously known about Howard Michel to be inappropriate. There should be no opprobrium visited on those who have done the research shared in Vice Director Raisbeck's email and who have respectfully requested that their colleagues consider the concerns raised by such research. Such efforts are the result of good men, and women, acting in good faith and in accordance with what they believe is in the best interest of the League. We may disagree, but we should not be disagreeable. The matters discovered by diligent, and not very difficult research, do raise valid questions and concerns. In the final analysis, after consideration of these matters (or others) it may be the wisdom of this Board, to proceed to offer employment to Howard Michel on some terms. Right or wrong, that will be the decision of the Board, but by law the duties of this Board do not end at a vote to adjourn and do not end after a vote on any matter. Governance is an ever continuing river — the responsibility of leadership never cease — it continues whether one wishes it to cease or not. Sometimes the greatest mark of leadership is the willingness to reflect on whether a previous decision or action, taken in good faith, may have been — or may not have been — in the light of changed conditions or new information — an incorrect decision. Such reflection is not a sin and participation in it may or may not result in a changed course of action. But a condemnation of those who in good faith suggest it does not reflect well on us as an organization. There is no sin — and there is wisdom — in at least considering newly discovered evidence. It appears that the search committee may not have discovered or considered the matters raised by review of the materials listed in Vice Director Raisbeck's email. That may reflect a defect in the current structure of our search process, which should be considered in any future search efforts, or it could just be the press of time. Either way, to interpret it as an attack on the integrity of the members of the search committee, is error, as nothing in Mike's email even hints at such. To the comment that the candidates' resumes were available/reviewed, etc., I respectfully observe that resumes are merely advertising brochures and by themselves are insufficient to provide a complete image of a candidate. The Board's July Decision — And The Limits of That Decision I appreciate Rick's confirmation that the Board voted in July ONLY to extend a job offer to Michel. It did not authorize, without Board approval, the execution of an employment contract with Michel. Approval of any employment terms offered or requested is solely the prerogative of the voting Directors, as is the authorization to actually enter into a binding, signed contract, with the terms of such contract approved only after a formal Board review and a formal Board vote, neither of which have yet occurred. Any Employment Contract, Executed Without Actual Board Approval Would Be An Act In Derogation of The Authority Of The Board And Possibly Actionable Under Connecticut Corporate Law I am deeply concerned by the bold statement that We expect to have a signed copy of the employment agreement by Friday If one is to believe the bold statement — it is the intent of the President and/or some League employees — to sign a 5-year binding contract to employ a man whose credentials, in good faith, have been called into question by long time, respected Directors — for terms and financial compensation that have not been disclosed to the governing body of the ARRL, the Board of Directors. I dearly hope, that I have misread and misinterpreted that bold statement. If so, I extend my apologies to Rick and the Board for my shortcomings in comprehension and reading level. But, the execution of an employment agreement with Michel, or any other CEO candidate, without the prior approval of the Board would be a staggering affront to the authority of this Board. Were such an action to be taken in the business world, the consequences would be immediate and adverse to the interests of the participating parties. I believe and am concerned that such an action would be extremely detrimental to the integrity of the Board and the League. Such an action — one executed without the legal authority of the Board — could motivate third parties to question its legality and to seek to terminate it in a court of law. Due to the level of dissent amongst the membership, we should not expose the League to such a risk. While subsequent ratification by the Board would probably resolve any question as to legality and enforceability, the damage to the reputation of the League could be substantial and irreversible. We Do Not Act In A Vacuum For decades the League, and the Board, have enjoyed the luxury of operating without much attention or serious, weaponized, input from the membership at large. That luxury appears to have died in the events of last fall. The Voice has not dissolved and it, although silent, is clearly paying attention to this Board's actions. While some on this Board dismiss the Voice as misinformed, evil or worse, such a dismissal ignores both the actual impact it had on the outcome of certain actions proposed for the January Board meeting and the substantial influence of its key leaders — both the public and non-public leaders. I have spoken with a number of Directors whose experience is similar to mine — we have all received calls and emails from ARRL Members who are deeply concerned that the League will again hire another Gallagher — an man with a perceived personal agenda and no real Ham radio experience. Some of these conversations have been with substantial donors who are extremely influential and widely respected members of the Amateur Radio community. And a number of them are active in myARRLVoice. Whatever your opinion of the Voice — it remains in existence, remains vigilant and intends to alter what it believes is a poorly chosen path on which it sees the current leadership embarked. It also has demonstrated a clear ability to rally a substantial portion of our Members to action. It is worth noting, with no disrespect to any affected party, that it has managed for the first time in League history to simultaneously field five opposition candidates to incumbent Directors — and it is funding those opposition candidates. And it intends to win. The fact that we, as a Board, have opposition or that we act with consideration of that action, does not mean that recognizing and taking into account such opposition means we are, or must, "kow-tow" to that opposition. But, to ignore it is not the height of wisdom. Without regard to whether the final decision of the Board is to hire Michel — a matter over which men of good faith may legitimately disagree — were it to be learned that a contract were executed with Michel without actual formal Board approval, the repercussions could prove to be extremely damaging to the League. The outcry could equal or exceed that of last fall. Worse — and what concerns me greatly — is that another open civil war over an easily avoidable issue could reinforce or cement the FCC's belief that the League is past its sell date and no longer can be considered to actually represent Amateur Radio. That could activate the threat to deregulate Amateur Radio or at a minimum it could result in the FCC choosing to ignore the League and Amateur Radio. Two Roads Diverged In A Wood We must choose one of the paths before us — they clearly diverge. Do we take the Michel path without delay, do we pause to provide more time to investigate and more closely evaluate the available paths, or do we take the alternative path and reconsider the other top candidates? Realistically an organization is judged not by adherence to a code of non-reflection, but by the quality of the outcome of its decisions. If that means the ARRL should pause to more closely examine the path on which it must trod, that, again, is not a sin nor a mark on our reputation. Such pause or reflection, were it to occur, would I believe be viewed by those whose support we need — Members and bureaucrats — as a sign of integrity and maturity. To reply to a comment in one of the emails: absent offers or agreements made on behalf of the League of which we are unaware, we have no legal liability to ANY candidate arising from their efforts to sit at our table. Whatever time or monies a candidate my have invested is just that — an investment; not a loan for which we have any obligation. Courtships are not always successful and there are, or should not be, participation trophies. It would be inappropriate without prior Board approval or knowledge for any candidate to have been offered or promised what amounts to a financial participation trophy. A final observation: my concern is for the League and Amateur Radio. Frankly, I don't care if in the process of protecting both that there may be some skinned knees or bruised egos. Governance is a contact sport. So, the ad hominem attacks need to cease. Good men and women (there are those who may wish to exclude me from that company, but you cannot in good faith exclude the others) of long standing service to Amateur Radio and the League have brought to their colleagues matters that concern them and that they believe should concern their colleagues. Reflect, consider, agree or object. Two paths diverge in the woods — we must choose one. _______________________________________ John Robert Stratton N5AUS Vice Director Legislative Director West Gulf Division Office: 512-445-6262 Cell: 512-426-2028 P.O. Box 2232 Austin, Texas 78768-2232 _______________________________________ On 8/16/18 4:12 PM, Mike Raisbeck wrote: Rick, Let's not forget that there are really two issues before us, not one; they are separate but also interrelated. The first is the process that was used. There are many ways to evaluate a process - static review, reliance on advice from experts, and others. One of these ways is by looking at the results the process provides. The first time we used this process, the result looked good at first, but turned out not so well. It would appear that the second time the result may again be flawed, judging by the result. The process needs serious review, based on the batting average to date The second is the suitability of the candidate himself. The first time we applied this process, folks trusted the committee and relied on its conclusions without resorting to much independent research. The second time some Board Members are a bit more wary. Had the potential negative information been available earlier, and not required individual Board Members to spend hours in searching, we might have been able to have this conversation in a more timely manner. I wish it had been so. Now we are faced with a painful question. Was the committee aware of the issues and concerns that have been presented today? If yes, can we explain why that information was not shared, and why the decision came out as it did? If no, can we explain why the committee did not find these items? Mike K1TWF Mike Raisbeck k1twf@arrl.net<mailto:k1twf@arrl.net> -----Original Message----- From: Roderick, Rick, K5UR via arrl-odv, K5UR via arrl-odv <arrl-odv@reflector.arrl.org><mailto:arrl-odv@reflector.arrl.org> To: arrl-odv <arrl-odv@reflector.arrl.org><mailto:arrl-odv@reflector.arrl.org> Sent: Thu, Aug 16, 2018 3:25 pm Subject: [arrl-odv:27490] Board Decision Folks, the Board has already voted and approved a motion that stated Dr. Michel was a suitable candidate and to tender an offer of employment, which has been done. I can’t imagine what damage it would do to the reputation of our organization if we backed off a job offer, and furthermore, I don’t know to what extent Dr. Michel has possibly acted to his detriment in reliance of our job offer. The Directors, who signed the confidentiality statement, had access to all candidate resumes of everyone considered weeks before the final selection, ample time to do whatever due diligence anyone saw fit, including dialogue with your colleagues on the CEO Search Committee. This debate should have happened weeks ago, in the Board room and before, not weeks later because you didn’t agree with the outcome in the Board room. Over the years, when I was a Director, there were numerous significant motions passed by a majority of the Board that I did not agree with, and some of those I was very upset about, but I never tried to torpedo the decision. Once the Board made the decision, I respected it. We all should do the same. There was a process used that was approved by the Board. The group carried out their assignment as the Board directed. A recommendation was made and a majority of the Board voted to extend a job offer. We need to respect the process, and proceed with the Board meeting to elect Dr. Michel CEO and Secretary. 73 Rick – K5UR On 8/15/18 8:14 PM, Roderick, Rick, K5UR via arrl-odv wrote: Hi all: It looks like we have things worked out for an agreement with Howard. We expect to have a signed copy of the employment agreement by Friday at which time, and as I mentioned to Dr. Woolweaver today, we will provide the info David requested on the contract. Just a reminder to put on your calendar, if you haven't already, the special board meeting is a week from today, August 22, at 9:00 PM Eastern. 73 Rick - K5UR 7.30.18 Rick and Rick What are the terms of the employment contract? _______________________________________ John Robert Stratton N5AUS Vice Director Legislative Director West Gulf Division Office: 512-445-6262 Cell: 512-426-2028 P.O. Box 2232 Austin, Texas 78768-2232 _______________________________________ _______________________________________________ _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org<mailto:arrl-odv@reflector.arrl.org> https://reflector.arrl.org/mailman/listinfo/arrl-odv