1. From ARRL Bylaw 35,

The Chief Executive Officer shall manage the affairs of the League under the DIRECTION of the Board of Directors. (emphasis added)

2. From the January 2019 ARRL Board meeting minutes -

Minute #16. Mr. Abernethy moved and Dr. Woolweaver seconded that:

Whereas, The Board of Directors desires to repeal the ARRL Policy on Board Governance and Conduct of Members of the Board of Directors and Vice Directors; It is accordingly resolved that: That the ARRL Policy on Board Governance and Conduct of Members of the Board of Directors and Vice Directors, adopted on or about January 20-21, 2017 and amended on or about January 19-20, 2018 by the Board of Directors is hereby RESCINDED effective immediately upon adoption by the Board of Directors of The American Radio Relay

(emphasis added)

--------------------

Amateur Radio is a broad and changing avocation / service. The breadth of capabilities present in the Board will hopefully allow us to be aware of trends and needs and respond appropriately . I find the existing language suitable to continue to serve our membership..

I am not a member of the ECFSC. I expect the members will be able to function effectively under the existing Bylaw 40.

I do not find lack of attention to a major ARRL Bylaw that defines the relationship between the Board and CEO, and then referencing a discredited and rescinded policy statement to be convincing arguments for adopting this motion.

I do not intend to support it.

73,

Dick, N6AA

On Wednesday, June 15, 2022, 11:33:52 AM PDT, Art Zygielbaum <k0aiz@arrl.org> wrote:

I appreciate the comments I've received on this proposed motion. Carl
Luetzelschwab, K0LA, suggested inserting three commas to make sure all
statements read correctly. I've inserted those commas in the attached
version. Thanks for catching these, Carl.

Unless something major comes up, I don't plan on another revision.

Thanks and 73,

Art K0AIZ

The ECFSC is a new and very important addition to our standing
committees. While strongly supporting that committee, we also need to
be very mindful, as stated in the ARRL Policy on Board Governance and
Conduct of Members, that, "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."

In that light, I hereby propose amendments to By-Law 40 to better align
the relationship between the ECFSC and ARRL staff with board policy and
best board practice.

For your consideration, the motion to modify the By-Law is attached.
The reason for most of the modifications should be readily apparent.
The seventh bullet is dropped because it becomes redundant with the
proposed wording. The ninth bullet is dropped to assure that the board
president has full authority to appoint committee members as
appropriate. The section on Initial Membership is dropped because it is
no longer relevant. I also numbered the bullets so that they can be
referenced more easily.

Please let me know if you have questions or comments.

Respectfully submitted,

Art K0AIZ

--
Arthur I. Zygielbaum, K0AIZ
ARRL Midwest Division Director
Chair, Ethics and Elections Committee
Member, Programs and Services Committee
ARRL - The national association for Amateur Radio®
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