Meeting Setup

Four non EC directors were present as attendees. They were not seated at the meeting table, or just behind the committee as practiced in the A&F and P&S Committee meetings in Newington, but at a table some distance away. No sound system was used, so some things spoken by soft-spoken committeemen at the main table could not be clearly heard at the outlying table.

The non-EC directors were not permitted to participate in the discussions. They were however, near the conclusion of the meeting, given a few minutes to comment. This contrasted with previous A&F and P&S Committee meetings that I have attended, where non-committee directors were free to comment on ongoing discussion topics.

Interestingly, there were other non-EC officers present; they were seated at the main meeting table and participated fully in discussions, even in those discussions outside "areas of concern to them in their own work."

Policy Making

In over twelve years on the board, I have never encountered policy-making discussions more extensive, or  important to the future of the League than the discussion on the elimination of the Vice Directors that took place at the EC meeting. These discussions were conducted exclusively by a small subset of the board, although in this case, also observed by four other board members.

Actual quotes from the chair contained in my contemporaneous notes include the following:

"Make a decision today."

"This group is going to make a decision, if we have to stay 'til midnight."

The tone of the meeting was clear. The EC directors were to make decisions, and pass them on to a compliant board for what would essentially be ratification.  There could be no other conclusion. The inference drawn from this meeting is that there are two classes of director: deciders and approvers, with the majority of directors falling into the latter category.

Impact of Observing Directors

It is of course, not possible to know what would have happened had the meeting not been observed by the four A&F Committee members present. Evidence is circumstantial, but fairly strong. 

The meeting was conducted by the same set of actors who orchestrated the Code of Conduct surprise. It is not a stretch to imagine that a similar stealth approach might have been taken on the matter of eliminating Vice Directors.

The draft meeting minutes reported on the topic with the cryptic, "Discussion turned next to the organizational governance. The Committee was briefed on a report from CT corporate counsel Day, Pitney on the governance structure of the organization with a view to modernization and bringing it into compliance with Connecticut statutes."

This obfuscated-content sentence, coupled with the attempt to silence discussion outside of a controlled webinar, certainly adds credence to a possible repeat stealth-attempt assumption. 

The language used, "Keep this in the EC until we finalize," is also telling. 

Fortunately, at least the printed material used in the discussions appears to have been released to ODV, albeit accompanied with a gag request. If in any way, the presence of the four non-EC directors prompted this, I feel less guilty about the costs incurred having the A&F meeting conducted away from Newington.

Gag Request

The fiduciary-duty busting suggestion to constrain debate on such an important topic to inside a controlled webinar should alarm all board members. We each have an individual duty to conduct adequate investigations of issues before us and to understand how the members view the matter. On a topic of this importance, we should gather all pertinent facts and opinions as soon as possible so that they can be evaluated competently in an unhurried manner.

I find the concept of, "Keep this in the EC until we finalize,"  to be a far cry from good governance.

Observing first hand, the operation of the March 2017 EC meeting was eye-opening to me. It allowed me to better understand recent board activity. 

What transpired should have involved the entire board from early in the process. 

Should the League continue to operate with its anachronistic Executive Committee concept, I encourage you all to attend its future meetings, since this appears to be critical for some of us to keep adequately informed.

73,

Dick Norton, N6AA