All of Kay's comments are good food for thought and the kind of matters we ought to be discussing as Board members. It occurs to me that the likelihood of a Board Member having to recuse him or herself anytime during a term much less during a specific meeting is quite small. In any event we ought to be able to develop a process that would minimize as disruption because of a recusal on an issue. So long as there is full disclosure of a potential conflict by a Director any perceived effect could be considered by the others participating in the discussion. As a matter of law in Minnesota (and I presume the same is true in Connecticut -- though that is something we need to ask our General Counsel) a Director owes a duty of fidelity to the corporation that requires him or her to place the interests of the corporation above individual interests and above the interests of other entities. That obligation includes the obligation to protect confidential and proprietary information of the corporation. If a Director is unable to meet that standard he or she is compelled to resign. Kay is absolutely correct this is not just a recent concern to me. This is an issue that has troubled me since I first ran for Vice Director. The fundamental question is: Should the Board have the power exclude a candidate based upon a potential conflict, assuming a candidate is otherwise qualified, or should the voters be informed of the potential conflict and the question of whom to elect be left to the informed judgment of the voting members of each division? 73, Jay, KØQB -----Original Message----- From: Kay Craigie [mailto:n3kn@comcast.net] Sent: Wednesday, October 26, 2005 10:27 PM To: arrl-odv Subject: [arrl-odv:13237] Re: Thoughts on Article 11 So there would be no occupations whatsoever which would make a person outright ineligible to run for the Board -- for example working for the FCC, working for or owning an Amateur Radio equipment manufacturing or retail sales business, working for or owning an Amateur Radio publications business? If the membership chose to turn the policy-making of the League over to people whose paychecks come from our advertisers, our competitors (in the pubs business or even in spectrum matters), or our regulators, they could do that. Wow. I believe we were advised at some point in the last 10 years that Vice Directors cannot vote if the Director is present at the meeting. If my memory is correct about that, then Vice Directors could not take the chair and vote when a Director had to recuse himself. Even if my memory about that is wrong, the degree to which Vice Directors could vote altogether free of influence from their Directors may vary a good bit from one Director/Vice Director pair to another. What if both the Director and Vice Director of a Division have a conflict and must recuse themselves? Then how are their members to be represented? What happens if enough Divisions cannot be represented so that a quorum cannot be obtained to vote on a pressing issue of policy? What happens if some Directors believe that one of their colleagues has a conflict of interest on a particular matter and should recuse himself, but the Director in question does not agree? Serving as a Director of the League is more than voting on motions. If Directors had to recuse themselves from voting, would they also be expected to refrain from discussing issues on this and other ARRL reflectors? From conversing informally with colleagues about issues in personal e-mails, on the phone, in the bar? How would committee participation -- especially on the EC and A&F -- be affected? How would confidentiality of our business information be affected? How would one counter the widespread belief that the ARRL is in bed with the equipment industry, if people associated with the for-profit sector of Amateur Radio were permitted to serve on the Board? It's hard enough now to convince some members that we can be trusted to fight for their interests and that we don't take our marching orders from Yaesu/Icom/Kenwood/MFJ, etc. In my years on the Board I've disagreed with colleagues and you've disagreed with me, but whatever else we may have wondered about each other, we never had to question for an instant where each other's loyalties lay. We may have come to very different conclusions about what is best for ham radio and best for the ARRL, but we have known for a fact those concerns were the *only* motivations driving our colleagues' thought processes. I think it would feel pretty weird to look around the Board table and not be able to rely on that trust. Article 11 isn't a perfect thing, to be sure, but doing away with it altogether would -- in my opinion -- deeply alter the nature of our work together in our organization's governance. Revising or deleting Article 11 is a step I hope we will not take without extensive discussion and reflection far beyond the scope of one Board meeting, especially a meeting which follows so close upon a heated controversy with a nominee. Jay and I talked about Article 11 well before the incident in this election cycle, so I know his thoughts are not simply reactive to that particular incident. Please let us all have the patience to proceed thoughtfully and calmly on a subject that really goes to the heart of who we are as a Board. 73 - Kay N3KN