Mike     I'm not sure your email is a "rant."  It is more accurate to characterize it as a statement of fact — Bylaw 38 does not clearly grant the A&F Committee the power to "authorize" any expenditure or authorize the execution of any contract.     This objection was raised the late Jim Tiemstra and I in the June A&F meeting that "authorized" Shelley/Middleton to agree to a contract extension and six-figure payment to our Personify vendor. It was our position that A&F did not have the authority to "approve" the contract extension or the payment. We insisted that only the Board could approve contracts and expenditures of such magnitude and we argued the matter should have been delayed until the July Board meeting so as to permit the full Board to decide how and whether to proceed with the project extension and/or further payments to the vendor. We noted that the Personify contract had never been formally approved by the Board; the sole authority for the execution of the contract was A&F & HQ staff.     The response was that "we have always done it this way". "Always" exceeding ones authority is not a grant of authority.     Jim and I lost that vote 5-2.     Mickey, respectfully, although your suggestion is not unreasonable, we don't need an opinion from "Corporate Counsel." He can't make a silk purse out of a sow's ear. By the limited authority granted by Bylaw 38, A&F does not possess the authority it presumes to possess. Should it, should it not? If it should, what should be the limits on that authority?     This issue is a critical one, one of many, that the Legal Restructuring Committee will have to address in its update/redrafting of the Articles, Bylaws and Standing Orders. This was contemplated when the Board decided to task the LRC with responsibility to bring us into the current century. A note of another issue: the CEO also does not have clear "discretionary" authority within the existing Standing Orders; that too is one of the shortcomings the LRC and the Board will need to address in the future.     To be clear, A&F for as long as I have been on the Board has routinely exceeded the authority granted by Bylaw 38. Has it always done so on the basis of "we have always done it this way?" I suspect so. The result of taking actions without Board approval has, in many cases in my opinion, been "unfortunate" for the League's well being.     To the extent that an A&F "authorization" is a prelude to an "authorization" actually approved by the Board, we merely have a case of "loose language" in the A&F report, but certainly not actions taken with an improper motive. To the extent any "authorization" is never subsequently approved by the Board, I view such action as seriously detrimental to good management and to the proper exercise of the Board's fiduciary responsibilities.     None of the foregoing comments should be read or construed as derogatory remarks against _/*any*/_ individual. They are not so intended. We have no "bad actors" involved; we have no one trying to "cheat" or "game" the system. We have no "confidentiality party" vs a "transparency party." We have men and women of good faith and intent operating under a set of rules developed by "conduct over time". That is not the way to run a railroad and it should not have been permitted to have occurred. But it did and that practice started well before most of us appeared in the Boardroom.     The truth is that the League and the standing committees have for a very long time been operating on outdated operational guidelines. Rather than examine the limits in such guidelines and revise or update such guidelines, it became the practice — again with the best of intentions on the part of almost everyone — to just ignore them. That practice to a large extent was encouraged by Mr. Sumner.     Again, we as a Board must accept that our operating guidelines are and have been out of date for a very long period of time; not that we have "bad people." No, we have a jury-rigged operational structure for which we are all now responsible to fix. I believe we must bring ourselves into a semblance of good order and operational practice and that is the task the Board has assigned to the LRC.     Perhaps, as part of the LRC's efforts this Board will conclude that all or some part of "we have always done it this way" might ought to actually become the way we are going to do it in the future. Perhaps not. But boys and girls, we are the ones who are going to have to build the Ark for the League's future.     As matters currently stand, the matter of the /ultra vires/ nature — if the Board agrees with the interpretation that Bylaw 38 conveys no grant of the exercised authority — of A&F's most recent "authorizations" can be addressed by having those items reviewed by the Board in a week and either approved, modified or denied.     I remind all of the wisdom of Pogo — we have met the enemy and he is us.  😁 ______________________________________ John Robert Stratton N5AUS Director West Gulf Division Office:512-445-6262 Cell:512-426-2028 P.O. Box 2232 Austin, Texas 78768-2232 *______________________________________* On 1/7/21 5:42 PM, Mickey Baker wrote:

I agree with Director Ritz and specifically am now complaining that the specific items Mr. Ritz mentioned be considered outside the scope of authorization of the Administrative and Finance Committee. Expenditures that are not specifically authorized must be considered unauthorized, and I fail to find any authorization for these specific expenditures.

I request the following and will formulate this as a Director's motion unless there is a better suggestion.

1. Corporate Counsel be queried for an opinion of the authority of the Administrative and Finance Committee to expend unbudgeted funds under their own authority; 2. Corporate Counsel be tasked to create appropriate governing documents to restrict any and all unbudgeted expenditures by ANY committee to an amount not to exceed the discretionary limit of the CEO - that expenditure beyond that amount be approved in a Special Meeting of the Board of Directors.

With the ability to have very quickly organized, low cost and brief online meetings, the general trend in corporate governance is to provide for narrower scopes of approval and a broader approval process.

Thoughts?

Mickey Baker, N4MB Palm Beach Gardens, FL /“The servant-leader is servant first… It begins with the natural feeling that one wants to serve, to serve first. Then conscious choice brings one to aspire to lead." Robert K. Greenleaf/

On Thu, Jan 7, 2021 at 6:12 PM Michael Ritz <w7vo@comcast.net <mailto:w7vo@comcast.net>> wrote:

I just completed reviewing Document #11, the /January 2021 A&F report/, and have an issue I'd brought up before in a prior A&F meeting. My prior complaint apparently has has fallen on deaf ears, and has not been dealt with by either the A&F committee, or the ARRL Board. I'm posting this here rather than bringing it up yet again in the upcoming Board meeting with the hope that this can get fixed sooner, rather than later. Here is my issue: I see in the 6th paragraph of the report the phrase "The Committee /approved an authorization/ of an amount not to exceed $75,000 for ARISS...". Also, a few paragraphs further the words " Expenditures /were approved/..." are noted. Paragraph 12 begins: "The Committee /approved an additional payment/ of $112,000....". OK, so the A&F approved some budget requests, so what. The issue I have here is that NOWHERE in the text of ARRL By-Law 38, which describes the duties and responsibilities of the A&F committee, does it give the A&F committee ANY power or specific authorization to approve expenditures. If one reviews the physical text of the By-Law, it specifically contains the words "review", "forward", "advise", "make recommendations", "monitor", "evaluate", and "guide" when describing what the A&F "shall" do. NOWHERE in By-Law 38 do I see the words "authorize", or "approve", and yet that, it seems, is a lot of what the A&F does. If the A&F wants the official power and responsibility to approve any ARRL expenditures, language that reflects that power and responsibility needs to be added to the language contained within By-Law 38.  Otherwise, in my "I'm not a lawyer, but I've watched Judge Judy a few times" opinion, the A&F committee is technically exceeding powers granted to it by the By-Law. I'm getting tired of the "that's the way we've always done it, so it's OK" excuse. Please somebody fix this. Rant over now.... 73; Mike W7VO _______________________________________________ arrl-odv mailing list arrl-odv@reflector.arrl.org <mailto:arrl-odv@reflector.arrl.org> https://reflector.arrl.org/mailman/listinfo/arrl-odv <https://reflector.arrl.org/mailman/listinfo/arrl-odv>

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