Mike, I do like the concept of “tweak”. Perhaps some tweaking needs to be done. I have served on several boards, for profit and non-profit. I deal with ethics and confidentiality in my profession not only by policy but by strict legislation as well. I realize there are others on the board in the same situation. The code of conduct is composed of words designed to handle all situations of how a board member should conduct themselves. What it intends to accomplish goes far beyond those words. Should the spirit of the policy not be described well by those words, perhaps tweaking is necessary. I believe I have to state that the discussion that follows is my opinion only, and does not refer to any individual, place or situation. When I refer to majority or minority positions, I am referring to number of votes cast on a particular motion. First, the basics. Our board follows Roberts Rules of Order. When a motion is properly introduced and seconded, the discussion that follows allows all viewpoints to be heard, majority as well as minority. Meetings are closed, so that board members can focus on the issue and speak freely rather than play to an audience; confidentiality is required. There is ample opportunity to table the motion if the majority agrees. After all have been heard, a vote is taken. The majority rules, and that is the will of the board. The minutes then reflect the board’s decision. Majority vs. roll call votes really do not matter to me, but it does appear that those in the minority tend to call for them more frequently. The board MUST come out as one voice on the issue. The ENTIRE board must support the decision. I particularly do not think it is unethical for a board member to state their personal opinion on an issue (although it is now against the policy), but I believe it is HIGHLY unethical to use their position to influence members against the board decision, the board or the organization at large in any way, shape or form. This should lead to immediate counseling, and if repeated, should result in swift sanctions, as described in the policy. Should this behavior be allowed, board deliberations would be unnecessary. It would save time to allow the loudest and most opinionated individual just have their way in the first place. Obviously, this is NOT proper board governance. Dealing with issues of this kind prevent us from moving forward as a board and an organization. Dave Sumner once told us that the world amateur radio organizations look to us for guidance. We need to take that responsibility seriously. Members do want to know what is going on, and they have not heard much of anything from us. I do encourage our leaders to produce an article for members about board governance and particularly the difference between confidentiality and secrecy. ’73 de JIM N2ZZ Director – Roanoke Division Serving ARRL members in the Virginia, West Virginia, South Carolina and North Carolina sections ARRL – The National Association for Amateur Radio™ From: arrl-odv [mailto:arrl-odv-bounces@reflector.arrl.org] On Behalf Of Mike Raisbeck Sent: Sunday, April 30, 2017 10:32 AM To: vze18vwgu@verizon.net; arrl-odv@arrl.org Subject: [arrl-odv:26413] Re: A tweak or two for the Code of Conduct? Fixed minor omission in the 4th paragraph. Mike Raisbeck k1twf@arrl.net -----Original Message----- From: Mike Raisbeck <vze18vwgu@verizon.net> To: arrl-odv <arrl-odv@arrl.org> Sent: Sun, Apr 30, 2017 10:22 am Subject: [arrl-odv:26412] A tweak or two for the Code of Conduct? Hello folks, Lately I’ve experienced, as I suspect a number of you have experienced, a variety of comments and criticisms of our new Code of Conduct. Initially, I responded to these by listening politely and uttering a few generic platitudes about loyalty, honor, and good governance. Yesterday I was at a symposium put on by the Harvard Wireless Club, W1AF. It was an outstanding event, with speakers such as Dr. Paul Horowitz, a/k/a Mr. SETI, and our own Tom Gallagher. The attendees were an articulate, educated, and intellectual bunch of hams, more so than is usually the case at your average hamfest. During the course of the event, several of the attendees buttonholed me to talk about the Code of Conduct, and their concerns about it. This time I paid better attention. I should have done so much earlier. First, let me say that the vast bulk of the Code is excellent. Outstanding, in fact, and I whole-heartedly support it. In fact, all of it is outstanding. The problem is that there are a few bits that to me seem inappropriate for a membership organization such as ours. I suspect (more than suspect) that these snuck in because we started with existing Codes of Conduct as models without taking into account the difference between a membership organization such as ours, and an organization with a closed board. I believe we can resolve this easily, with a few tweaks. But before I make suggestions, let me describe a somewhat analogous situation that may illustrate the issue. ----------------------------- When election day comes along, I cruise down to my polling place, get my ballot (we still use paper here in Chelmsford, MA) and retire to a booth where I fill out the ballot in private. I then take the ballot and insert it, face down, into a counting machine. Nothing on the ballot indicated that it is mine. No one knows how I voted except me. I cannot be punished for my vote. And so, a senator gets elected. Now my senator goes to Washington. She stands up on the floor of the senate, states her case, beats up on some hapless republican senator from a coal state, and, when it comes time to vote, places her vote. All of this is public. It has to be if there is to be any accountability, if there is to be any chance for me to determine if she is doing a good job, and to decide if I’m going to vote for her again. I’m not privy to the conversations that go on in the Senate cloak room (how many of you remember what a “cloak room” is?) but when the formal debate and vote come up, it is public knowledge. If I’m enough of a masochist, I can watch it on Cspan. Furthermore, my senator can go on a road trip, stand up on a stump somewhere, and roundly criticize the same hapless republican senator from a coal state, along with the policies he has supported and which the Senate has enacted. ----------------------------- The ARRL Board is not the US Senate. But it is also not an organization with a self-perpetuating board and a private or semi-private agenda. Insofar as the form of an organization like ours is reflected in the conduct policies it promulgates, we need to position ourselves somewhere in between. I would suggest the following: I. Disclosure of votes Section 6.c, concerning disclosure of votes, needs a major change. We could do one of two things a. Eliminate the paragraph entirely b. Allow suppression of voting information for a particular vote only after a roll-call vote to suppress that information Either of these should work. Option b) gives the Board an out in those very rare situations (I can’t think of many) in which some privacy is warranted. II. Support of Board decisions We need to find a way in which a Director can be publicly opposed to a Board action in a respectful way. Respecting the final decision of the Board must not be equated with agreeing with that decision. While I would agree that Directors should not undermine decisions of the Board (Code of Conduct, 8.d), we must not forbid a Director from expressing opposition to it. Some people are reading section 8 of the code to say just that. It is unclear to me what the real intention is of section 8 in this regard, and I suspect that different members of the Board, and certainly of our membership, have differing and conflicting views. One way to clear this up, I hope, would be to add a section 8.g: g. Nothing in this Code of Conduct shall be interpreted so as to forbid a Director from respectfully and publicly expressing opposition to or criticism of an action of the Board, providing that he or she does not hinder its implementation A few more notes. Tom, NY2RF, and I sat for most of an hour basking in the late afternoon sun at table in Harvard Yard (it don’t get much better than that!!) He pointed out to me that our current Code of Conduct is firmly and soundly based on other similar Codes. He named several examples. Of course, he is correct. I would ask, however, how many of these other Codes are in effect for membership organizations with elected boards such as ours? One good example to investigate might be the IEEE. I have not yet found their Board Code of Conduct. Does anyone know if they have one? And are there other similar organizations we might look to? Jay and Chris, any thoughts? I believe you were the drafters of the Code of Conduct. Do these suggested changes align with your ideas? Any other thoughts or criticisms? Thanks and 73, Mike Raisbeck, K1TWF k1twf@arrl.net _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org https://reflector.arrl.org/mailman/listinfo/arrl-odv