[arrl-odv:25496] Re: Authority of the Executive Committee
Chris (and others) I'm comfortable with the way you, the Executive Committee, Officers and CEO have handled a number of tough issues in the past few months. Generally, I would hope that when considering something that is clearly new policy, the Executive Committee would keep the Board in the loop. I'm very comfortable with the EC, etc, continuing to help implement existing policy with the FCC and elsewhere. I'm thinking that in the last six months there hasn't been quite enough communications on a couple of the issues. When you're all working hard on the issues, someone has to step back and make sure we're all still in the same boat. I attribute that to the process of "breaking in" a new President, 1st/2nd VP and CEO. :-) Thanks -- Tom At 10:37 AM 7/18/2016, Christopher Imlay wrote:
During Saturdayâs Board Meeting session a discussion occurred with respect to the role of the Executive Committee. A Director asserted the view (or implied) that the Executive Committee might not have been a sufficient authority to review, adjudicate and approve strategies for revision of the language of the Amateur Radio Parity Act during negotiations with the Community Associations Institute, and that it might have been more proper to have submitted such strategies, negotiations and revisions to the full Board instead. This is not a small issue inasmuch as the answer draws into question the validity of decisions of the Executive Committee in certain contexts, including but not limited to our legislative effort.
Having since had a chance to review our Articles of Association and Bylaws I would continue to respectfully suggest that the Executive Committee is in fact the proper entity to review and approve legislative strategies during periods between Board meetings. However, if the Board is not convinced by the following analysis, it is requested that the Board please clarify this soon, so that we do not fail in the future to obtain necessary approvals for various advocacy initiatives.
First of all, even if the Directorâs argument that the EC does not have the authority to determine policy for the organization between Board meetings is correct, and that the EC has the authority only to execute the previously determined policies of the full Board, it is the case that the previously determined policy of the Board to obtain relief by legislation frrom CC&Rs is in the process of being executed; and EC oversight of that efffort and approval or disapproval of specifically negotiated terms (in near-real-time) is no more than oversight of execution of Board policy anyway.
Secondly, however, and more to the point, Article 6 of the Articles of Association states as follows: âDuring the intervals between meetings of the Board of Directors, the affairs of the Corporation shall be administered by an Executive Committee consisting of .â Furrther: The Executive Committee may in its discretion submit for determination or decision by members of the Board of Directors by mail or electronic vote any proposal pending before the Executive Committee.â The broad authority conveyed by the first quoted portion of the Article indicates that the Executive Committee has broad authority to make decisions concerning the administration of the âaffairs of the Corporationâ during intervals between meetings of the Board. This can only reasonably be given an interpretation that credits the breadth of the authority contained in that term. The EC has the discretion, but clearly not the obligation, to refer policy issues, or issues that affect policy, to the fu! ll Boa rd. That provision would not be necessary if the EC did not have the broad authority to make policy decisions between Board meetings, but instead had only the authority to execute predetermined Board policies.
Though Bylaw 40 lists specifically delegated tasks of the Executive Committee, including the duty to â[a]pply existiing Board policy to make decisions between Board meetingsâ that cannot be fairly viewed as a limiting provision but rather an enabling one and an assigned task. The reason is that the broad authority of the EC conveyed by Article 6 cannot be limited by any bylaw provisions; Articles of Association by definition trump conflicting bylaw provisions as a matter of well-established corporate law. Second, Bylaw 40 cannot therefore be fairly read as an exhaustive recitation of the authority of the EC, but rather a listing of enumerated specific tasks that the EC is to do regularly. Finally, it is noted that the third bullet task given to the EC is stated as follows: âAssisting staff and General Counsel in Board recommendations for petitions to the FCC and other governmental and international agencies.â The Board has approved our legislative initiative aimed ! at the United States Congress. We are attempting to implement it. This requires support from the Board on a near-real-time basis. In a true short-fuse situation, our normal procedure would be to consult with the President and the CEO, pursuant to Bylaws 31 and 35. Where time permits, we would normally consult by e-mail with the Executive Committee. Presumably, if the Executive Committee feels that any aspect of our strategy for enacting the Parity Act called for referral to the full Board, they will do so.
If the Board is not satisfied with the foregoing interpretation, it is respectfully requested that the Board clarify Article 6 and Bylaw 40. It will not do to draw actions of the Executive Committee into question or to create any impression that the Executive Committee may have exceeded its authority. That is an allegation that has been made (I believe without any merit at all) by the NTS dissidents, by the way.
===== e-mail: k1ki@arrl.org ARRL New England Division Director http://www.arrl.org/ Tom Frenaye, K1KI, P O Box J, West Suffield CT 06093 Phone: 860-668-5444
Speaking only for myself, Tom, I hear you Q5. I am guilty of not keeping the full Board in the loop about certain matters that come before the EC. at least on a timely basis, and for my part I will try to do better. Thanks for the backhaul. 73, Chris W3KD On Thu, Jul 21, 2016 at 3:19 PM, Tom Frenaye <frenaye@pcnet.com> wrote:
Chris (and others)
I'm comfortable with the way you, the Executive Committee, Officers and CEO have handled a number of tough issues in the past few months.
Generally, I would hope that when considering something that is clearly new policy, the Executive Committee would keep the Board in the loop. I'm very comfortable with the EC, etc, continuing to help implement existing policy with the FCC and elsewhere.
I'm thinking that in the last six months there hasn't been quite enough communications on a couple of the issues. When you're all working hard on the issues, someone has to step back and make sure we're all still in the same boat. I attribute that to the process of "breaking in" a new President, 1st/2nd VP and CEO. :-)
Thanks
-- Tom
At 10:37 AM 7/18/2016, Christopher Imlay wrote:
During Saturday’s Board Meeting session a discussion occurred with respect to the role of the Executive Committee. A Director asserted the view (or implied) that the Executive Committee might not have been a sufficient authority to review, adjudicate and approve strategies for revision of the language of the Amateur Radio Parity Act during negotiations with the Community Associations Institute, and that it might have been more proper to have submitted such strategies, negotiations and revisions to the full Board instead. This is not a small issue inasmuch as the answer draws into question the validity of decisions of the Executive Committee in certain contexts, including but not limited to our legislative effort.
Having since had a chance to review our Articles of Association and Bylaws I would continue to respectfully suggest that the Executive Committee is in fact the proper entity to review and approve legislative strategies during periods between Board meetings. However, if the Board is not convinced by the following analysis, it is requested that the Board please clarify this soon, so that we do not fail in the future to obtain necessary approvals for various advocacy initiatives.
First of all, even if the Director’s argument that the EC does not have the authority to determine policy for the organization between Board meetings is correct, and that the EC has the authority only to execute the previously determined policies of the full Board, it is the case that the previously determined policy of the Board – to obtain relief by legislation frrom CC&Rs – is in the process of being executed; and EC oversight of that efffort and approval or disapproval of specifically negotiated terms (in near-real-time) is no more than oversight of execution of Board policy anyway.
Secondly, however, and more to the point, Article 6 of the Articles of Association states as follows: “During the intervals between meetings of the Board of Directors, the affairs of the Corporation shall be administered by an Executive Committee consisting of….†Furrther: The Executive Committee may in its discretion submit for determination or decision by members of the Board of Directors by mail or electronic vote any proposal pending before the Executive Committee.†The broad authority conveyed by the first quoted portion of the Article indicates that the Executive Committee has broad authority to make decisions concerning the administration of the “affairs of the Corporation†during intervals between meetings of the Board. This can only reasonably be given an interpretation that credits the breadth of the authority contained in that term. The EC has the discretion, but clearly not the obligation, to refer policy issues, or issues that affect policy, to the full Board. That provision would not be necessary if the EC did *not* have the broad authority to make policy decisions between Board meetings, but instead had only the authority to execute predetermined Board policies.
Though Bylaw 40 lists specifically delegated tasks of the Executive Committee, including the duty to “[a]pply… existiing Board policy to make decisions between Board meetings†that cannot be fairly viewed as a limiting provision but rather an enabling one and an assigned task. The reason is that the broad authority of the EC conveyed by Article 6 cannot be limited by any bylaw provisions; Articles of Association by definition trump conflicting bylaw provisions as a matter of well-established corporate law. Second, Bylaw 40 cannot therefore be fairly read as an exhaustive recitation of the authority of the EC, but rather a listing of enumerated specific tasks that the EC is to do regularly. Finally, it is noted that the third bullet task given to the EC is stated as follows: “Assisting staff and General Counsel in Board recommendations for petitions to the FCC and other governmental and international agencies.†The Board has approved our legislative initiative aimed at the United States Congress. We are attempting to implement it. This requires support from the Board on a near-real-time basis. In a true short-fuse situation, our normal procedure would be to consult with the President and the CEO, pursuant to Bylaws 31 and 35. Where time permits, we would normally consult by e-mail with the Executive Committee. Presumably, if the Executive Committee feels that any aspect of our strategy for enacting the Parity Act called for referral to the full Board, they will do so.
If the Board is not satisfied with the foregoing interpretation, it is respectfully requested that the Board clarify Article 6 and Bylaw 40. It will not do to draw actions of the Executive Committee into question or to create any impression that the Executive Committee may have exceeded its authority. That is an allegation that has been made (I believe without any merit at all) by the NTS dissidents, by the way.
===== e-mail: k1ki@arrl.org ARRL New England Division Director http://www.arrl.org/ Tom Frenaye, K1KI, P O Box J, West Suffield CT 06093 Phone: 860-668-5444
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-- 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
participants (2)
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Christopher Imlay -
Tom Frenaye