There are three governing documents: the ARRL Articles of Asssociation and Bylaws, Robert's Rules, and the Connecticut corporate statutes. Article 7 reads in part (after explaining about the succession of the Vice Director to fill a Director vacancy): "The Vice Director shall also serve as Director at any meeting of the Board of Directors which the Director is unable to attend." If one wanted to construe this strictly, once a Director answered a roll call the Vice Director would be precluded from serving as Director for any portion of the remainder of the meeting. Board practice has varied over the years. For a while it was common for Directors to relinquish their seats casually to Vice Directors, a practice that I think was unfortunate (keeping track of the "musical chairs" was a nightmare for the Secretary, for one thing) and is no longer followed. As I understand current practice it is that the Vice Director may be seated and may act as Director when the Director is unable to be present, even if the inability is temporary; however, "unable to be present" is different from "chooses not to be present." Robert's Rules has provisions for alternate convention delegates but is silent on the question of alternate Board members. The provisions for alternate delegates includes the following: "Unless the rules of the body provide otherwise, no alternate or other person can 'substitute' for a delegate who remains registered. In other words, a delegate's temporary absence from the convention hall does not entitle an alternate to make motions, speak in debate, or cast the delegate's vote -- even with the delegate's authorization -- unless a rule of the body permits this procedure." To the best of my knowledge, the corporate statutes of Connecticut have no provisions for anything resembling our Vice Directors. The term "alternate director" is used in the statutes only to refer to a director who serves as an alternate member of a Board committee. I have long harbored a suspicion that a Board action in which a Vice Director cast the deciding vote might be subject to challenge. Of course, the state of Connecticut's corporate governance concerns do not normally extend to issues such as how we decide what to put in an FCC petition. David Sumner, K1ZZ Secretary -----Original Message----- From: Jim Weaver K8JE [mailto:k8je@arrl.org] Sent: Monday, November 07, 2005 2:25 PM To: arrl-odv Subject: [arrl-odv:13272] Re: Thoughts on Article 11 Gentlmen, Ever the gadfly, I feel compelled to challenge the statements that a Vice Director cannot vote in place of a Director unless the Director is no longer at the meeting location. As I recall, Coy was most unfortunately unable to participate in one of our meetings a year or so ago, remained on site and was fully represented by his Vice Director (most capably I will add). Nonetheless, one needs to ask if the Board including our Parliamentarian, blew (technical term) the conclusion to allow the Director to be replaced under these circumstances? Dave, did I miss something important to interpreting the situation? Jim Weaver, K8JE, Director 5065 Bethany Rd., Mason, OH 45040 E-mail: k8je@arrl.org; Tel: 513-459-0142 ARRL Great Lakes Division ARRL, the Reason Amateur Radio is! Members, the Reason ARRL is! -----Original Message----- From: Greg Milnes [mailto:w7oz@comcast.net] Sent: Monday, November 07, 2005 2:11 AM To: arrl-odv Subject: [arrl-odv:13270] Re: Thoughts on Article 11 I have listened to(watched)arguments for modifying Article 11. Like Wade, I see no reason, or at least an insufficient reason. As far as a recuse on a particular vote, that does indeed force that Division to be unrepresented. A Vice Director cannot vote unless the Director is gone from the meeting permanently. Just simply stepping aside is not sufficient to allow a Vice Director to vote. As a Vice Director some years ago I sat in temporarily for Mary Lou and could argue and debate but could not vote. At one point she had to leave the Board meeting to catch a plane to see her parents in Florida. At that point, I could and did vote. 73/Greg W7OZ -----Original Message----- From: walstrom@mchsi.com [mailto:walstrom@mchsi.com] Sent: Sunday, November 06, 2005 3:44 PM To: arrl-odv Subject: [arrl-odv:13269] Re: Thoughts on Article 11 I must respectfully disagree with my esteemed collegue from the Rocky Mountain Division on the matter of Article 11. A proactive approach to a potential problem is better than trying reactively find a solution once the problem exists. Article 11 does this very well as currently written. It is my understanding that Article 11 is not often invoked and my observation is that this latest case is the first time in my memory while serving as director. One claim is that we are eliminating many good candidates by invoking Article 11. While this may be true in some cases, thankfully we seem to have an abundant supply of well qualified candidates who have been willing to give their time to the director position and not run afoul of Article 11. What needs fixing here? I see a couple of basic problems by modifying Article 11 to allow those candidates who would be barred from running for director under the current version of Article 11. If such a candidate should win and be forced to recuse him/herself from a Board decision where they clearly have a conflict of interest, the division represented by the recused director is not receiving consistent representation. If the vice director steps in in such a case, there still is inconsistent reprentation and there are likely other parts of the Articles of Association that will need revision to allow such a hand off. A bigger danger is a self recused director could still know what strategies the ARRL is following on a common issue. This knowledge could later be used to the ARRL's disadvantage by the recused director even though that same director did not participate in any decision on this issue. This can be more damaging to the ARRL. The main problem I see with the current Article 11 is that every once in a while a person is disqualified as a director candidate and that person then feels understandably hurt and angry with the rule. We individual directors leave the unpleasant task of telling the disqualified candidate of the disqualification to the Ethics and Election Committe. If the dialog gets a little more heated we are content to defer to the president and general counsel to continue to press the difficult decision. The real problem is when the rest of us individual directors are pressed about the disqualification we find it diffcult to deal with this unpleasant task on a more personal basis. I understand that following each invocation of Article 11 there has followed a call to re-evaluate the Article. The call to modify the current Article 11 is not to repair a flaw in the article, but to find an easy way for individual directors to not have to deal with a disqualification when the issue starts to touch them one on one. That is not a valid reason to change Article 11. The questions that must be asked are where has the current Article 11 truly failed the ARRL? Has the ARRL found itself with a shortage of qualified candidates for director because of Article 11? Does easing individual director discomfort during a candidate disqualification justify modifying Article 11? Modifying Article 11 drastically will only postpone the unpleasantness of a director's conflict of interest to a later time and it will be much more difficult to deal with then. Leave Article 11 alone! 73, Wade W0EJ

Hi Jay: Per our conversation on Wednesday regarding Article 11 I believe it is time to voice my opinion on this matter. I, like yourself, feel it is time to amend said Article to reflect some of the issues that have been discussed this past week. I find myself falling in to your camp for the plain and simple reason that I have a reasonable amount of trust in the human race. Especially those who volunteer to for such a position as Director on our Board. Unfortunately I also know that there are people in this world who could and would take advantage of a situation that would allow them to gain financially from their actions on the Board. That being said I believe it is safe to say that Article 11 has served its purpose well however, amendments to said Article may be necessary to reflect what has been discussed this past week. I can not help but feel that there is an abundant pool of smart, hard working and ethical hams in the communications industry that would make effective Directors. However due to said Article 11 they are turned away. We would be remiss to just turn our heads away from this potential group of volunteers that could help the League grow and prosper. I feel the Board should make a firm commitment to amend the language in Article 11 that would a) allow this potential pool of hams in to the political race to become Board members b) maintain the integrity and ethical well being of the Board. In my opinion this can be accomplished with out too much effort. As we discussed on the phone your profession as well as mine work under a code of ethics which dictates our behavior as an Attorney and as a Professional Landman and most importantly it works. It works because it has a consequence should somebody be found guilty of being unethical as a Director and/or Vice Director. Why do we not have such a code of ethics for our Board members? I have found with a well written Code of Ethics a Board and/or a profession can protect itself from those who find themselves less ethical. In addition to tapping into a pool of potential Board members we would also send a very positive image of the Board to our membership. No one can be critical of a group for wanting to better themselves. I know there will be a load of work to prepare for an amended Article 11 and a complete Code of Ethics prior to the Board meeting in January and I would be happy to help, but it is something we need to do. Especially after the issues that have come to the surface this Fall. Thanks for your time. Rev WS7W

On Wed, 26 Oct 2005 17:56:27 -0500 "John Bellows" <jbellows@skypoint.com> wrote:

...

Please take a couple of minutes to read the following description of some of the concerns raised by the existing Article 11 and a couple

a

...

suggestions as to an alternative approach to protect the integrity of the League while not unduly restricting otherwise qualified candidates for office. I plan to propose a modification of the eligibility requirements of Article 11 at the January Board Meeting. Eligibility questions as to possible conflicts of interest have periodically plagued the Board and created hard feelings since long before I came on the Board in 1998.

...

This should be a collaborative effort and I welcome anyone interested in working on this proposal. For starters take a look at the following:

No person shall be eligible for or hold the office of Director.who could gain financially... "by the improper exploitation of his office for the furtherance of his own aims or those of his employer." That is just one part of Article 11. I suggest that with the possible exception of someone who is in a persistent vegetative state, it is possible for anyone to improperly exploit his office in furtherance of his own aims. While I certainly don't suggest that any member of the Board is or has acted improperly, the fact remains that it would be possible for each of us to improperly exploit our office to further our own aims. As such it could be argued that no one on the Board is eligible for the office they hold. Rather than eliminating otherwise qualified prospective candidates for League office on the basis of conjecture as to what could happen or what is possible It seems to me that we should require full disclosure of real, potential and perceived conflicts of interest as part of the election process and let the members decide who they want to represent them in League affairs. Full disclosure of possible conflicts ought to be required not only during the election process but also during the time in office. Some Directors have expressed a concern that members of a Division would be deprived of representation by their Director if he or she had to recuse him or herself from voting on a particular issue because of a conflict. While the members of the Division might be deprived on the Director's participation and vote on that issue, it would be nearly seamless to have the independently elected Vice-Director could move to the front row for discussion and voting on the particular issue that gave rise to the conflict. I suggest that the appropriate parties to make the decision of who should represent them on the ARRL Board are the members of a Division in the election process, not the Board of Directors.. With full disclosure any concerns can be discussed during the election process and the members can make that judgment. If the members are concerned that a Director may have to recuse him or herself due to a conflict they can certainly factor that into the decision of whom to vote for. In any event the choice ought to be theirs. While we are considering these matters we ought consider some form of ongoing disclosure of possible conflicts after election and while we are in office.

73,

Jay, KŘQB