Mr. Norton, I read your email of this morning regarding the recent Executive Committee meeting and this is what I hear from you: “wah, wah, wah.” Let’s take a look at your complaints. First, you seem to have had your pride bruised due to your seating arrangement. Did you feel that you were relegated to the “children’s table”? That you were kept away from the “adults” table, a scant 2 feet in front of you? So that the rest of the board may visualize the seating arrangement, the active participants sat in a rectangle with the observers at a separate table 2 feet behind one side. This upset you? This is what you complain about? Seriously? It was a small room, so I find it hard to believe that you couldn’t hear the “soft-spoken” participants. I have hearing issues and yet I heard everyone throughout. Of course, I did sit at the big boys table, so I’ll grant you may have not heard all at all times. But if they were soft spoken, it certainly wasn’t to intentionally avoid your ability to hear them. Perhaps you could have asked for a repeat, or your colleagues sitting next to you could have filled you in. Granted, the observers were not participating in the debate, but I find it hard to believe that President Roderick, in his role as committee chair, would have not been courteous had you asked for a repeat of something that was said. You contend that other committees have in the past allowed non-members to speak, and that is true. However, I have also attended committee meetings where I have not been allowed to speak, or have been asked to leave when the meeting moves into a committee of the whole. I have never felt that my being asked to quietly observe or leave the proceeding is part of a conspiracy as you seem to allude to. There is ample precedence for not allowing debate from a committee non-member. Let’s not forget that the chairman did allow for unedited, unaltered, unadulterated commentary from the observers at the end of the meeting. You indeed did speak freely. As to the non-Director attendees, their participation was specifically called for in Bylaw 40. And yes, their attendance was in line with their duties. You contend that in all your years on the Board you have never “encountered policy-making discussions more extensive, or important to the future of the League.” I will agree that the discussions were important, however, I disagree that any policy was adopted. What was adopted, however, was a recommendation to be brought to the full Board regarding the future of the Vice-Director position. This is well within the Bylaw 40 responsibility of the Executive Committee that is, “Periodically reviewing and recommending to the Board any changes in the ARRL Articles of Association, By-Laws, Standing Orders, and Memoranda of Understanding with other organizations.” That is exactly what we have done. Your contention that what will now be forthcoming is a “sanitized synopsis of the debate in a webinar” is insulting and offensive. Contrary to what you believe, it is my contention that this debate is transparent and does consider the best interests of the ARRL, particularly in the need to bring the ARRL into full compliance with Connecticut law. You then take some comments made by President Roderick to the committee completely out of context. He made those comments in his role as chair to move the deliberations along when they got off topic. Recognizing the importance of the issue at hand, his view that we will continue until we came to a consensus is well within his responsibility as chairman. I took no umbrage in his leadership during the meeting. As to keeping it in the EC until a final consensus is reached, I would have it no other way. Piecemeal information floating about without a full understanding of the issue is destructive to deliberations. I believe I am safe in saying that the other committees will keep issues in house until they are ready to go to the full Board for consideration. That is no different here. Additionally, your use of those aforementioned comments out of context is prevaricating and misleading. You have a decidedly negative view of your colleagues. You imply that you are the only free-thinker in the 15 members of the Board as the other 14 of us are either “deciders” or “approvers” with, as you claim, the bulk falling into the approver category. I would contend that all the members of the Board are intelligent and capable of making up their own minds on any issue before the Board, as they were elected to do. Once again, you are completely disrespectful and discourteous to the members of the Board. Your arrogance is mind-boggling. It does explain, however, why you are incapable of ever truly understanding the process of obtaining consensus. You seem to believe that having the 4 “observers” at the meeting altered the way the meeting would have occurred. That is simply asinine. The debate over the issues would have occurred as it should and the Board would have been informed, as it should be, under Bylaw 40. The presence of the 4 observers had nothing to do with the release of the documents. That came about because it was the right and only thing to do. Sorry, Dick, but it had nothing to do with you! Once again, you see a great conspiracy in what you call a “gag” order. I’m surprised that you haven’t brought the Warren Report or Area 51 into the debate. The fact that an open debate will occur shows me transparency, not an abrogation of our fiduciary responsibility as you insinuate. I reiterate; the Executive Committee did exactly what it is charged with doing in our Bylaws. However, instead of really debating the issue you look to undermine the process by crying about it. You offer nothing of substance to the debate. The Executive Committee is not an anachronism as you claim it to be. The committee performs a critical function during the period of time between Board meetings. You will find that most corporations use executive committees as an active part of their corporate governance. Let me close with this thought. You open your email with the mention that you’ve been on the Board for 13 years. If you really want to shake things up, perhaps you should consider term limits for membership on the Board. Thirteen years is a long time. Want to give someone else in the Southwest a chance? Bring in some new, young blood? What do you say? Mike From: Richard J. Norton Sent: Monday, April 17, 2017 7:47 AM To: arrl-odv Subject: [arrl-odv:26385] Observations of a "Spectator" at the March 2017 ECMeeting Directors and Vice Directors are welcome to attend any and all Executive Committee meetings as noted in the ARRL Director's Workbook. In my 13th year as an ARRL director, I attended my first Executive Committee meeting at the March 2017 event in Denver. This is to report of some of my observations, particularly of happenings that might not be evident from reading meeting minutes. 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. The remainder of the board now appears to be relegated to possibly receiving a sanitized synopsis of the debate in a webinar. Decider Directors and Approval Directors 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 EC is making a decision." "Keep this in the EC until we finalize." 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. Suggestion to Other Board Members 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. As noted before, all Directors and Vice Directors are welcome to attend any and all EC meetings. Reimbursement for separate travel expenses, however, is authorized only to Directors, and only once annually with charges to the Division allotment. 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 -------------------------------------------------------------------------------- _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-odv