Greg should be thanked for bringing up the issues regarding codes of conduct for volunteer boards, especially in light of the significant, negative feedback being received from our membership on this subject. Indeed, there is much more to the "outside perspective" than Greg summarizes in his e-mail. I commend the article linked in Greg's e-mail below to all of you for your edification since it raises a number of issues that are implicated in the use of such "codes". I am informed that in addition to the organizations that have adopted such "codes" there are many which have not because they are not required to by corporate law. Those organizations simply rely upon the provisions of applicable law which govern the conduct of members of a corporate board of directors. In my experience, codes of conduct typically arise where a leadership cadre perceives a discipline problem with one or more officers or directors of an organization. As noted in the article, such codes are properly used "as a tool or guide to supplement the education" and training of board members "not to play 'gotcha' if they fail to meet expectations." The opportunity to abuse a code of conduct for political purposes is one of their major detriments since they do not carry with them the force of law but are merely private understandings containing typically ambiguous contractual terms. According to the article, a code of conduct is "what we call an in terrorem document . . . which means that if the [board members] sign it, they think twice about violating it." However, "[r]equiring a signature [is] not . . . right for all organizations" and boards should make individual decisions on a code of conduct "based on their specific circumstances." Thus, the article confirms that there is no "state of the art" in corporate codes of conduct. Rather, they are grounded in each organization's "specific values and beliefs". There are other websites containing valuable information on this subject such as the National Council of Nonprofits, www.ncna.org . (An example of a code of conduct for the ARRL based on the NCNA form is attached to this e-mail.) While the attached example is, in my opinion, far simpler, less redundant, more consistent, positive and pleasantly worded than the League's current document, my concern is that when the current code of conduct was adopted there was little, if any, discussion at the board level of where between these two extremes the real values and beliefs of the ARRL lie. It seems to me that there has been a significant shift to a dysfunctional pattern in the ARRL's board governance since the adoption of the code as evidenced by abortive attempts to dramatically amend the AA&BLs, heightened secrecy and abandonment of discussions on ODV, a multiplicity of seriously distracting personnel matters, and neglect of the League's membership. I believe that League governance is an existential issue for the board which should be addressed at our January meeting before there is any further erosion of confidence by the membership. 73, Jim K6JAT ----- Original Message ----- From: "G Widin" <gpwidin@comcast.net> To: "arrl-odv" <arrl-odv@arrl.org> Sent: Tuesday, November 21, 2017 2:18:33 PM Subject: [arrl-odv:26819] An outside perspective on Board Codes of Conduct
From time to time, I've heard skepticism expressed about whether volunteer boards need codes of conduct. A recent article on the Board Forward web site addresses exactly this question: http://www.boardforward.com/201711/A_Guide_to_Board_Behavior_and_Decision_Ma... It also gives a list of issues such a policy should deal with.
As I read it, the Code of Conduct as adopted by the ARRL Board follows the Board Forward recommendations. Perhaps their model code was one of those used in creating ARRL's own document. Certainly, it appears that other associations have very similar policies, and ARRL is in step with the state of the art among such groups, both in topics covered and the behavior expected of Board members. 73, Greg, K0GW _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-odv