This documents the time line and some deliberation details associated with the January 2017.adoption of the *ARRL Policy on Board Governance and Conduct of Members of the Board of Directors and Vice Directors*. It should simply be considered to be part of my notes on what transpired. As I personally strive for honesty, accuracy, and above-board communication with this board, I would appreciate any corrections to the reported happenings. *Code of Conduct Initiation * It appears that the Executive Committee, or some subset of the Committee, likely initiated work on the Code sometime in 2016. This was done without any notice to the rest of the board. No mention of a Code or anything related to it was contained in any agenda or minutes of any of the 2016 EC meetings. On January 8th, in his EC report to the board, President Roderick mentioned that he had asked Mr Bellows, Mr Imlay, and Mr Gallagher to work on a Code of Conduct. No details were given concerning what was to be covered or of any timing. On Thursday, January 19, at 14:04 EST, Mr Imlay posted the text of his proposed Code to the ODV reflector. It was noted by Mr Imlay, that the document had been reviewed by the EC, clearly showing that the subset of directors on the EC had considerable time to digest and comment on the contents. The timing was such that at the time of release, the 10 non-EC board members were in PSC or A&F meetings, which were then followed by a full schedule of Thursday evening board activities. Those who might not have checked E-mail might not have even been aware of the Code until the following day. The text of the Code was also released under the color of "attorney-client privileged communications and work-product ... not for disclosure," in what can only be interpreted as an attempt to prevent the other directors from seeking counsel on the subject from either other legal resources or members. Less than 24 hours after the draft text was released to the full board, action on the Code was initiated in a way that broke several long-standing precedents. First, International Affairs Vice President Bellows, who is neither a voting member of the Board nor a member of the Executive Committee, moved that the Code be adopted. This was then seconded by Mr Carlson. Second, The motion was made early in the meeting, during the EC report discussion period, not during the much later period assigned for such an EC motion as stated in the printed and board-approved meeting agenda. Whereas EC members obviously had considerable time to digest, consider, and debate the six-page Code, the other 10 board members were not even afforded the opportunity of having the issue brought during at the period defined in the meeting agenda. Mr Norton quickly distributed copies of a printed article by a California attorney warning that subscribing to codes of ethics requiring directors not to speak up and act only as a unanimous body would violate a director's fiduciary duty and invalidate the business judgement rule from liability for claims of breach of fiduciary duty. This was apparently deemed unimportant by most of the rest of the board. After a brief discussion, Mr Pace moved to call the question, seconded by Mr Lisenco. Recently, in Colorado, Mr Pace has said to me that he had not seen the Code's text prior to Mr Imlay's release on the previous afternoon, unlike Mr Lisenco, who was a member of the EC. This motion to call the question passed 10 to 5, with individual votes not being recorded. The motion then was passed on a roll-call vote requested by Mr Norris, 12 to 3, with Mr Abernethy, Mr Norton, and Dr Woolweaver voting no. *Publicity to Members* The League has been remarkably closed-mouthed about the code. The only mention to the membership has been mention of such a code in the meeting minutes, without any reference to the code itself. Although references to the Code's location on the ARRL web-site have been provided to the board, members can only find it by a search. The secrecy is evident from the fact that the Southwestern Division Vice Director candidates, running in the current election, have not been made aware of the contents of the Code nor even the existence of the Code itself. *Reaction to the Code* Reaction to the Code has been extremely negative. An editorial in March CQ concludes with, "... a policy that institutionalizes secret voting at board meetings and prohibits members' elected representatives from discussing board actions with them, does exactly what it claims to be trying to avoid: It brings the organization into disrepute." This comports with all the member reaction I've observed. I have not heard of a single positive member reaction to the Code. Negative reactions have included actions to stop donations. *Summary* A subset of the board and officers has used the Executive Committee to define League policy, conducting serious and important policy deliberations away from eyes and ears of the majority of the board. They kept their actions concealed from the majority, and only revealed even their intentions at the last minute. They then used the questionable claim of "attorney privilege" to prevent other directors from receiving counsel on the matter . By these actions, this subset of the board has impaired the full board from fulfilling its fiduciary duty. The actions have hurt both the League finances and reputation. Actions on topics as far-reaching as adoption of this Code cry out for extensive research and deliberation over time, not the sub rosa approach that was employed. If the sequence of events is as I have summarized, then we should all be concerned about repeating the same mistake of cutting member input out of the deliberative process with respect to the proposed vice-director-elimination plan that impacts the rights of those members. We need their input before any internal webinar in which tentative conclusions might be solicited or in which we might be given “talking points” 73, Dick Norton, N6AA