[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
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 ----- Original Message ----- 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 a n 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 t aking 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 conclusion s 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
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 W3KD@ARRL.ORG
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 ----- Original Message ----- 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 a n 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 t aking 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 conclusion s 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 W3KD@ARRL.ORG
That is your description of the process Jim, not mine. I don't see anything at all abbreviated about the process whatsoever. A majority of the Board simply reviewed a thorough report of the Board's E&E Committee and determined that no *further* review was necessary. No one cut off any debate or truncated any procedure and no one was denied an opportunity to speak about the issue or the report. And don't put words in my mouth, please. I never suggested that a non-frivolous request for review was "cut off". Quite the opposite is true. Chris On Mon, Sep 26, 2016 at 12:29 PM, <k6jat@comcast.net> wrote:
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 W3KD@ARRL.ORG
-- Christopher D. Imlay Booth, Freret & Imlay, LLC 14356 Cape May Road Silver Spring, Maryland 20904-6011 (301) 384-5525 telephone (301) 384-6384 facsimile W3KD@ARRL.ORG
"Some see the world and say why? I dream things that never were and say why not." RFK That should be the goal but on the journey we are stuck with how to deal with the now, If our current rules can be improved that effort is worthwhile. No doubt there can be blow back from this action. The fact is the rule and process have been in place for years. The potential consequences were communicated to relevant parties beforehand, to no avail. If the Board is to review the E&E decision that review has to be limited to the information presented to E&E. Permitting additional information after the E&E decision would trivialize if not be dismissive of their efforts and would encourage parties to withhold relevant information. I doubt that would be an improvement on the current process. All the information available to E&E was available to the Board prior the time the members had to decide whether to review the E&E decision. If there was less information than Board members would have liked to see, that was the fault of the subject not E&E. When that occurs we need to proceed with the information we have. 73, Jay, K0QB Sent from my iPhone
On Sep 27, 2016, at 10:22 AM, Jim Tiemstra <k6jat@comcast.net> wrote:
Of course, that is my characterization of the process, Chris, as well as my interpretation of the statements made in your explanatory e-mail.
Again, I am less concerned about a strict interpretation of the bylaws than I am about the Board's awareness of the significance of its actions in this unprecedented situation.
Sincerely,
K6JAT
On Sep 26, 2016 11:00 AM, Christopher Imlay <w3kd.arrl@gmail.com> wrote: That is your description of the process Jim, not mine. I don't see anything at all abbreviated about the process whatsoever. A majority of the Board simply reviewed a thorough report of the Board's E&E Committee and determined that no further review was necessary. No one cut off any debate or truncated any procedure and no one was denied an opportunity to speak about the issue or the report.
And don't put words in my mouth, please. I never suggested that a non-frivolous request for review was "cut off". Quite the opposite is true.
Chris
On Mon, Sep 26, 2016 at 12:29 PM, <k6jat@comcast.net> wrote: 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 W3KD@ARRL.ORG
-- Christopher D. Imlay Booth, Freret & Imlay, LLC 14356 Cape May Road Silver Spring, Maryland 20904-6011 (301) 384-5525 telephone (301) 384-6384 facsimile W3KD@ARRL.ORG
_______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-odv
The voting process currently underway in this matter appears to be illegal under Connecticut law: “Prohibition on Proxy Voting In Connecticut, as in most other states, directors may not vote by proxy. The theory behind this prohibition is that the discussion and interchange of ideas that occurs at board meetings is essential to the informed exercise of the directors’ fiduciary duty to the corporation. An e-mail vote – that is, a proposal circulated and responded to by e-mail – is essentially a proxy vote delivered electronically. The prohibition on proxy voting by directors has its roots in case law developed over many decades, known as “common law,” and eventually codified in statutes. The law regarding proper board action is substantially the same under the common law and under statutes governing business corporations and nonprofit corporations. In fact, most of the law developed in the business (or stock) corporation arena, but is applicable to nonprofit (or nonstock) organizations. But nonprofit organizations, whose directors are usually uncompensated volunteers, may be particularly prone to allowing their directors to vote by e-mail. The principal Connecticut case on the issue of proxy voting by directors is a 1956 business corporation case called Greenberg v. Harrison. In Greenberg, the court invalidated the repayment of a loan by a corporation to its lender. The loan was to continue for one year unless earlier repayment was approved by unanimous consent of the directors. Finding that there was no unanimous consent because one director gave a proxy to another director but did not attend the board meeting, the court explained: The affairs of a corporation are in the hands of its board of directors, whose duty it is to give deliberative control to the corporate business. This requires the physical presence of a director at directors’ meetings, and he cannot act by proxy.” (emphasis added) Source: Connecticut Association of Nonprofits <http://ctnonprofits.org/ctnonprofits/sites/default/files/fckeditor/file/resources/publications/NPA-articles/NPA0611_EmailVoting.pdf> Doug K4AC From: arrl-odv [mailto:arrl-odv-bounces@reflector.arrl.org] On Behalf Of k6jat@comcast.net Sent: Monday, September 26, 2016 12:31 AM To: Marty Woll <n6vi@socal.rr.com> Cc: arrl-odv@arrl.org Subject: [arrl-odv:25758] Re: Commentary on K4AC matter 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 <mailto:n6vi@socal.rr.com> > To: arrl-odv@arrl.org <mailto: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 <mailto:arrl-odv@reflector.arrl.org> https://reflector.arrl.org/mailman/listinfo/arrl-odv
While I cannot speak to Connecticut law I can speak to commonsense and the law in my jurisdiction. First of all a proxy occurs when a party authorizes and another person to cast his or her vote. An electronic vote, a vote authorized by our rules, is simply a different vehicle to cast an in person vote. ARRL has authorized voting by mail for years. Electronic voting is no different than voting by mail, it is simply utilizing a different technological means. If Mr. Rehman was serious about challenging email voting I would have thought that he would have challenged the email voting we have prevented in Division elections in the past. 73, Jay, K0QB Sent from my iPhone
On Sep 28, 2016, at 1:43 AM, Doug Rehman <doug@k4ac.com> wrote:
The voting process currently underway in this matter appears to be illegal under Connecticut law:
“Prohibition on Proxy Voting In Connecticut, as in most other states, directors may not vote by proxy. The theory behind this prohibition is that the discussion and interchange of ideas that occurs at board meetings is essential to the informed exercise of the directors’ fiduciary duty to the corporation.
An e-mail vote – that is, a proposal circulated and responded to by e-mail – is essentially a proxy vote delivered electronically.
The prohibition on proxy voting by directors has its roots in case law developed over many decades, known as “common law,” and eventually codified in statutes. The law regarding proper board action is substantially the same under the common law and under statutes governing business corporations and nonprofit corporations. In fact, most of the law developed in the business (or stock) corporation arena, but is applicable to nonprofit (or nonstock) organizations. But nonprofit organizations, whose directors are usually uncompensated volunteers, may be particularly prone to allowing their directors to vote by e-mail.
The principal Connecticut case on the issue of proxy voting by directors is a 1956 business corporation case called Greenberg v. Harrison. In Greenberg, the court invalidated the repayment of a loan by a corporation to its lender. The loan was to continue for one year unless earlier repayment was approved by unanimous consent of the directors. Finding that there was no unanimous consent because one director gave a proxy to another director but did not attend the board meeting, the court explained:
The affairs of a corporation are in the hands of its board of directors, whose duty it is to give deliberative control to the corporate business. This requires the physical presence of a director at directors’ meetings, and he cannot act by proxy.” (emphasis added)
Source: Connecticut Association of Nonprofits <http://ctnonprofits.org/ctnonprofits/sites/default/files/fckeditor/file/resources/publications/NPA-articles/NPA0611_EmailVoting.pdf>
Doug K4AC
From: arrl-odv [mailto:arrl-odv-bounces@reflector.arrl.org] On Behalf Of k6jat@comcast.net Sent: Monday, September 26, 2016 12:31 AM To: Marty Woll <n6vi@socal.rr.com> Cc: arrl-odv@arrl.org Subject: [arrl-odv:25758] Re: Commentary on K4AC matter
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
Perhaps Mr. Bellows failed to click through to the actual article to see that it was written by a practicing Connecticut attorney that advertises as “a business lawyer for nonprofits” and lists “Governance” as one of the practice areas? Perhaps he also failed to note that the Article was published in the magazine of the Connecticut Association of Nonprofits? While Mr. Bellows “cannot speak to Connecticut law”, he is certainly quick to pontificate. The author of the article CAN speak to Connecticut law. Doug K4AC From: John Bellows [mailto:jbellows@skypoint.com] Sent: Wednesday, September 28, 2016 8:35 AM To: Doug Rehman <doug@k4ac.com> Cc: k6jat@comcast.net; Marty Woll <n6vi@socal.rr.com>; arrl-odv@arrl.org Subject: Re: [arrl-odv:25776] Re: Commentary on K4AC matter While I cannot speak to Connecticut law I can speak to commonsense and the law in my jurisdiction. First of all a proxy occurs when a party authorizes and another person to cast his or her vote. An electronic vote, a vote authorized by our rules, is simply a different vehicle to cast an in person vote. ARRL has authorized voting by mail for years. Electronic voting is no different than voting by mail, it is simply utilizing a different technological means. If Mr. Rehman was serious about challenging email voting I would have thought that he would have challenged the email voting we have prevented in Division elections in the past. 73, Jay, K0QB Sent from my iPhone On Sep 28, 2016, at 1:43 AM, Doug Rehman <doug@k4ac.com <mailto:doug@k4ac.com> > wrote: The voting process currently underway in this matter appears to be illegal under Connecticut law: “Prohibition on Proxy Voting In Connecticut, as in most other states, directors may not vote by proxy. The theory behind this prohibition is that the discussion and interchange of ideas that occurs at board meetings is essential to the informed exercise of the directors’ fiduciary duty to the corporation. An e-mail vote – that is, a proposal circulated and responded to by e-mail – is essentially a proxy vote delivered electronically. The prohibition on proxy voting by directors has its roots in case law developed over many decades, known as “common law,” and eventually codified in statutes. The law regarding proper board action is substantially the same under the common law and under statutes governing business corporations and nonprofit corporations. In fact, most of the law developed in the business (or stock) corporation arena, but is applicable to nonprofit (or nonstock) organizations. But nonprofit organizations, whose directors are usually uncompensated volunteers, may be particularly prone to allowing their directors to vote by e-mail. The principal Connecticut case on the issue of proxy voting by directors is a 1956 business corporation case called Greenberg v. Harrison. In Greenberg, the court invalidated the repayment of a loan by a corporation to its lender. The loan was to continue for one year unless earlier repayment was approved by unanimous consent of the directors. Finding that there was no unanimous consent because one director gave a proxy to another director but did not attend the board meeting, the court explained: The affairs of a corporation are in the hands of its board of directors, whose duty it is to give deliberative control to the corporate business. This requires the physical presence of a director at directors’ meetings, and he cannot act by proxy.” (emphasis added) Source: Connecticut Association of Nonprofits <http://ctnonprofits.org/ctnonprofits/sites/default/files/fckeditor/file/resources/publications/NPA-articles/NPA0611_EmailVoting.pdf> Doug K4AC From: arrl-odv [mailto:arrl-odv-bounces@reflector.arrl.org] On Behalf Of k6jat@comcast.net <mailto:k6jat@comcast.net> Sent: Monday, September 26, 2016 12:31 AM To: Marty Woll <n6vi@socal.rr.com <mailto:n6vi@socal.rr.com> > Cc: arrl-odv@arrl.org <mailto:arrl-odv@arrl.org> Subject: [arrl-odv:25758] Re: Commentary on K4AC matter 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 <mailto:n6vi@socal.rr.com> > To: arrl-odv@arrl.org <mailto: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 <mailto:arrl-odv@reflector.arrl.org> https://reflector.arrl.org/mailman/listinfo/arrl-odv _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org <mailto:arrl-odv@reflector.arrl.org> https://reflector.arrl.org/mailman/listinfo/arrl-odv
I don't intend to get into his name calling contest with Mr. Rehman. My point is and was that electronic voting is not proxy voting. Perhaps you would like to cite the appropriate Connecticut statute prohibiting electronic voting. I don't recall whether Mr. Rehman was elected in an election the provided for both paper and electronic voting but I don't recall him questioning the results of those elections in which the dual method of voting was permitted. 73, Jay, K0QB Sent from my iPhone
On Sep 28, 2016, at 8:48 AM, Doug Rehman <doug@k4ac.com> wrote:
Perhaps Mr. Bellows failed to click through to the actual article to see that it was written by a practicing Connecticut attorney that advertises as “a business lawyer for nonprofits” and lists “Governance” as one of the practice areas? Perhaps he also failed to note that the Article was published in the magazine of the Connecticut Association of Nonprofits?
While Mr. Bellows “cannot speak to Connecticut law”, he is certainly quick to pontificate. The author of the article CAN speak to Connecticut law.
Doug K4AC
From: John Bellows [mailto:jbellows@skypoint.com] Sent: Wednesday, September 28, 2016 8:35 AM To: Doug Rehman <doug@k4ac.com> Cc: k6jat@comcast.net; Marty Woll <n6vi@socal.rr.com>; arrl-odv@arrl.org Subject: Re: [arrl-odv:25776] Re: Commentary on K4AC matter
While I cannot speak to Connecticut law I can speak to commonsense and the law in my jurisdiction. First of all a proxy occurs when a party authorizes and another person to cast his or her vote. An electronic vote, a vote authorized by our rules, is simply a different vehicle to cast an in person vote. ARRL has authorized voting by mail for years. Electronic voting is no different than voting by mail, it is simply utilizing a different technological means. If Mr. Rehman was serious about challenging email voting I would have thought that he would have challenged the email voting we have prevented in Division elections in the past.
73, Jay, K0QB
Sent from my iPhone
On Sep 28, 2016, at 1:43 AM, Doug Rehman <doug@k4ac.com> wrote:
The voting process currently underway in this matter appears to be illegal under Connecticut law:
“Prohibition on Proxy Voting In Connecticut, as in most other states, directors may not vote by proxy. The theory behind this prohibition is that the discussion and interchange of ideas that occurs at board meetings is essential to the informed exercise of the directors’ fiduciary duty to the corporation.
An e-mail vote – that is, a proposal circulated and responded to by e-mail – is essentially a proxy vote delivered electronically.
The prohibition on proxy voting by directors has its roots in case law developed over many decades, known as “common law,” and eventually codified in statutes. The law regarding proper board action is substantially the same under the common law and under statutes governing business corporations and nonprofit corporations. In fact, most of the law developed in the business (or stock) corporation arena, but is applicable to nonprofit (or nonstock) organizations. But nonprofit organizations, whose directors are usually uncompensated volunteers, may be particularly prone to allowing their directors to vote by e-mail.
The principal Connecticut case on the issue of proxy voting by directors is a 1956 business corporation case called Greenberg v. Harrison. In Greenberg, the court invalidated the repayment of a loan by a corporation to its lender. The loan was to continue for one year unless earlier repayment was approved by unanimous consent of the directors. Finding that there was no unanimous consent because one director gave a proxy to another director but did not attend the board meeting, the court explained:
The affairs of a corporation are in the hands of its board of directors, whose duty it is to give deliberative control to the corporate business. This requires the physical presence of a director at directors’ meetings, and he cannot act by proxy.” (emphasis added)
Source: Connecticut Association of Nonprofits <http://ctnonprofits.org/ctnonprofits/sites/default/files/fckeditor/file/resources/publications/NPA-articles/NPA0611_EmailVoting.pdf>
Doug K4AC
From: arrl-odv [mailto:arrl-odv-bounces@reflector.arrl.org] On Behalf Of k6jat@comcast.net Sent: Monday, September 26, 2016 12:31 AM To: Marty Woll <n6vi@socal.rr.com> Cc: arrl-odv@arrl.org Subject: [arrl-odv:25758] Re: Commentary on K4AC matter
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
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_______________________________________________ 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
participants (6)
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Christopher Imlay -
Doug Rehman -
Jim Tiemstra -
John Bellows -
k6jat＠comcast.net
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Marty Woll