Thanks, Chris. While this somewhat awkward two stage process may be mandated by a fair reading of the bylaws, it can (and very likely will) in practice cut off review of even non-frivolous requests, as you suggest may have happened in this instance.
 
I simply want to bring the issues to the Board's attention because in practice they have a direct impact on the Board's role and function. The extent to which the Board wishes to authorize its engagement in abbreviated decision-making processes is a political question with ramifications for the membership.
 
Jim K6JAT 

From: "Christopher Imlay" <w3kd.arrl@gmail.com>
To: k6jat@comcast.net
Cc: "Marty Woll" <n6vi@socal.rr.com>, "arrl-odv" <arrl-odv@arrl.org>
Sent: Monday, September 26, 2016 8:55:24 AM
Subject: Re: [arrl-odv:25758] Re: Commentary on K4AC matter

Jim, to you, Marty and Dick Norton I would offer the following justification for the two-step vote process that we previously used with respect to Doug's earlier request for review of the E&E Committee's decision to not disqualify Mr. Sarratt with respect to the election flyer, and which we are using now with respect to the two current E&E decisions and reports. As I read bylaw 41, there is no alternative to this process that reasonably protects the Board's prerogative. 

Bylaw 41 reads in relevant part as follows:

"Decisions of the Ethics and Elections Committee may be reviewed by the Board of Directors upon the written request of any candidate for that office or five or more Directors. Review shall be limited to the materials submitted to the Ethics and Elections Committee. A majority of the Board of Directors is required to change any decision of the Ethics and Elections Committee."


Doug Rehman was a candidate for re-election and was entitled to request that the Board review the decisions of the E&E Committee recently circulated. Doug has invoked that option with respect to all three decisions of the E&E Committee pertaining to the Director election in the Southeastern Division. When that happens, the Bylaw provides that the Board may review the decision. But the word "may" is permissive in this context and not mandatory. That can only reasonably be understood to be intentional when the Board adopted that Bylaw language. The reason for it is that otherwise, if the Board had to review the decision when so requested, any candidate for election could obligate the full Board to consider each and every decision that went against the candidate's proffer, no matter how frivolous, repetitive or insubstantial such a complaint might be. (That is absolutely not to identify any of the three instances in which Doug has requested review as being frivolous, or repetitive or insubstantial at all; I am not making any such claim). However, I believe that the Board should, and it clearly has in Bylaw 41, reserved to itself the ability to determine in the first instance whether and when a substantive review should be conducted when a request is made properly and timely by a candidate. So the first vote must be to ask the Directors whether, having seen the decision of the E&E Committee in each instance, a majority of them believe that the decision necessitates the requested review. 

Clearly, Director Norton feels that there should be such a review. Marty has urged the voting directors to vote for a review and so have you, Jim. Although Directors Abernethy and Woolweaver have stated their views slightly differently, and haven't actually voted yes or no, they each say that they wish some input from Director Rehman (which he is and has been free to provide at any time, at his option). Those statements could be read as a yes vote for review or as a suggestion for Mr. Rehman. It is certainly not for me to categorize or interpret them one way or another.

If a majority of the Board votes for a review, then the review will occur according to protocols to be worked out by the President. If not, as Rick Roderick indicated, the matter is concluded per Bylaw 41.

I hope this helps, Jim. 

73, Chris W3KD

On Mon, Sep 26, 2016 at 12:31 AM, <k6jat@comcast.net> wrote:
After reviewing all of the ODV e-mail on this subject, I share Vice Director Woll's concerns and join in them.
 
I would respectfully add that it is a basic tenet of corporate governance that proper adherence to and respect for process serves to support the legitimacy of Board decisions. While this Board a month or so ago seemed willing to cede some of its decision-making authority to the Executive Committee, circumventing the customary means of arriving at a determination of an issue by the Board appears to further erode its relevancy.
 
Robert's Rules of Order provides the following guidance on decision-making through communication solely by written means:
 
"[A] group that attempts to conduct the deliberative process in writing (such as by . . . e-mail . . .) - which is not recommended - does not constitute a deliberative assembly. Any such effort may achieve a consultative character, but it is foreign to the deliberative process as understood under parliamentary law." (Robert's, 11th Ed., p. 98.)
 
While the Committee's decision very likely will be upheld in any event, the process is important.
 
73,
 
Jim K6JAT
 
From: "Marty Woll" <n6vi@socal.rr.com>
To: arrl-odv@arrl.org
Sent: Sunday, September 25, 2016 1:12:45 PM
Subject: [arrl-odv:25754] Commentary on K4AC matter

As a “short-timer” with no stake in this matter other than as a Life Member, I feel compelled to comment.


I am disturbed by the idea that a group of three Directors could declare an elected sitting fellow Director ineligible to run to retain his seat on the Board, and I find it incredible that other Directors would take the E&E Committee report at face value and vote not to even allow him to engage the Board in a discussion of his case.  I would expect any of you who have any misgivings about taking a hurry-up-and-decide approach to such a serious matter to vote affirmatively on the motion to review the E&E decision regarding K4AC.  A “Yes” vote does not mean you agree with Doug’s position or disagree with the Committee’s conclusions; it simply means you want a chance to hear both sides, evaluate the process and consider the ramifications of the proposed action rather than standing by and letting it happen.

 

What kind of wild conclusions could an outside observer draw from the proposed E&E action absent a full; Board review?  That anyone who runs for President and loses will be effectively kicked out?  That anyone who is openly critical of Board decisions or processes will be prevented from remaining on the Board?  That the Board thinks so little of members in its largest Division that it would deny them the right to decide on the candidates for themselves?  I would hate to see the members of this Board open the door to speculations such as these by sitting on their hands and refusing to give the matter a fair and open discussion. 

 

As an aside, after Director Norton’s opponent in the 2007 election was disqualified (an action he neither expected nor requested), the result was lingering hostility toward the League for years by some of its members.  Had that election been allowed to go on, I am certain Dick would have won anyway (as he did against the same opponent in 2010 by a 2:1 margin), and I expect much of that anger would not have arisen.  

 

Won’t you at least give this matter a hearing and consider the repercussions?

 

73,

 

Marty N6VI


_______________________________________________
arrl-odv mailing list
arrl-odv@reflector.arrl.org
https://reflector.arrl.org/mailman/listinfo/arrl-odv


_______________________________________________
arrl-odv mailing list
arrl-odv@reflector.arrl.org
https://reflector.arrl.org/mailman/listinfo/arrl-odv




--
Christopher D. Imlay
Booth, Freret & Imlay, LLC
14356 Cape May Road
Silver Spring, Maryland 20904-6011
(301) 384-5525 telephone
(301) 384-6384 facsimile