Everyone: I will try and respond to all the comments made to this point. I apologize in advance if I miss one as the emails have been flying all evening. First, let’s agree that all of this is the result of a mistake. We did not intend to post the “emergency” vote (my words) of the EC as it was not a meeting and, as a result, no announcement was being planned. I asked for the vote because closing the loan required quick action to make sure we had the specific authority to sign the documents to accept the loan that we had agreed to try and get, in conjunction with and with the approval of the A&F Committee. We were under a deadline. As for making an announcement now that it is public to a degree, I’m not sure I agree with that. I need to think about it, but my first thought is that any statement now makes it look like we’re ashamed of what we did and we’re apologizing for it. I’m not ashamed of what the organization did. Like tens of thousands of companies across the country, we took advantage of a Congressionally approved program which was intended as support for keeping Americans employed and to provide support for companies that were impacted by the pandemic. I don’t think there are many companies announcing that they’re participating in the program, but I only see the CT and SC press. Further, we met and are complying with all the appropriate rules and regulations of the loan program and will use it to help fund the appropriate expenses (mostly payroll) for a minimum of 8 weeks as required under the loan terms. If that sounds like I’m being defensive, I’m sorry, but I don’t know any other way to say it and I’ll say that to any member or Division or Section leadership official who asks. We did it because it was in the ARRL’s best interest which means it was in the members best interest and that should be the response. As we discussed in the A&F meeting yesterday, we have seen, and will continue to see, a significant financial impact as a result of the pandemic. We are exactly the kind of organization for which the program was intended. I believe I said to the Board in an earlier email there are people who believe they know better than the SBA who should get take advantage of this program and I was sure that the loan would be made public when our audited financial statements for 2020 were published. So far, at least one of those things has proven to be true. Ria, to your point about the subscription service for people who get minutes from the Board and, I believe, the EC, this takes an affirmative action on Carla’s part to create that email to send it to the list and that has not taken place. Bud, to your challenge regarding informing the Board of actions we take before it’s made public, as I said above, this one was not intended to be made public at this time so no announcement was planned. As for the larger question about somehow informing the Board of Directors before any action is publicized, I think that we need to discuss this. I believe in notifying the Board of important actions and pronouncements from HQ prior to publication and I believe I’ve tried to err on the side of more rather than less, but I haven’t sent the Board everything. I though we had come to an agreement on the EC review of certain stories and are doing so. If you really want to know everything before it’s published in any media we use, I think we need to discuss this which I am perfectly willing to do. But to be up front, I think that is an unattainable standard. As for a “story” on ARRL’s participation in the PPP program, I will draft something tomorrow after the 8:30 am managers meeting where we’ll be discussing reopening plans and will submit it to the EC for review under our current policy. I would like to continue the discussion regarding the appropriateness of publishing a story on this topic. I see it as no win situation. The only voices we’ll hear from are those people who, for whatever reason, don’t think we should participate in the government program. Thank you for listening tonight. I hope I responded to everyone’s questions or issues. If not, please let me know and I’ll try and respond tomorrow. 73, Barry, N1VXY From: arrl-odv <arrl-odv-bounces@reflector.arrl.org> On Behalf Of Mickey Baker Sent: Sunday, May 17, 2020 8:23 PM To: Hippisley, George (Bud), W2RU, (Dir, RK) <w2ru@arrl.org> Cc: arrl-odv <arrl-odv@arrl.org> Subject: [arrl-odv:30317] Re: EC minutes Yes, I agree, George. So it is time for an explanation to membership, as Ria stated, before we get queries from membership, or it appears in the Hartford Courant. 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 Sun, May 17, 2020 at 8:06 PM Hippisley, George (Bud), W2RU, (Dir, RK) <w2ru@arrl.org<mailto:w2ru@arrl.org>> wrote: Mickey, you’re probably right. And how much better it would be if we could have been “deliberate” in crafting our message prior putting the relevant Minutes up on the public site, rather than now having to scramble to “get ahead of this”. Bud, W2RU On May 17, 2020, at 7:58 PM, Mickey Baker <fishflorida@gmail.com<mailto:fishflorida@gmail.com>> wrote: Since PPP is an expenditure of public money, it is not likely to be held confidential. I'm thinking that we might want to craft messaging to get ahead of this with membership. From https://abcnews.go.com/Business/lawsuit-seeks-data-ppp-small-business-loans-... "...five news organizations have announced they are suing the SBA for access to information on loan recipients. The New York Times, the Washington Post, the Wall Street Journal's parent company Dow Jones, Bloomberg LP and ProPublica have filed a joint lawsuit in federal court in Washington, asking the SBA to "disclose who is receiving the funds and in what amounts," according to a statement from the Washington Post's vice president for communications, Kris Coratti Kelly." 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

My two watts thrown into the fray: Robert's Rules of Order has the following definition of a "meeting": "A meeting, as defined by Robert's Rules of Order, is a single official gathering of the members of an organization in one room, with a quorum present to transact business". It seems to me the impromptu EC "meeting" was indeed a "meeting" since there was a formal vote taken and recorded, which is in fact "transacting business". Maybe one of the legal eagles will dispute this based on the fact that they weren't in a room per se, but that's how I see it as a layman. On that basis having minutes recorded and published was the right thing to do. If there was something proprietary, such as information about the PPP that the EC did not want in the formal minutes, the meeting should have been taken into a "committee of the whole". 73; Mike W7VO

On May 18, 2020 at 5:29 AM John Robert Stratton <N5AUS@n5aus.com> wrote:

All

We are conflating two issues: (1) the propriety of disclosing our receipt of PPP funds, and (2) ARRL communications policy. These are very separate issues and need to be addressed as such.

First: PPP Disclosure

It was not a sin (contrary to the opinion of some) to apply for a PPP loan and it is not a sin to now be the recipient of $ 1 mill + in such funds.

I am comfortable that we are the type of organization/business to whom these funds were targeted. After the A&F meeting on Saturday, I am comfortable that HQ is doing its best, with advice, to comply with the myriad and ever changing requirements to meet the forgiveness terms of the loan. If we must repay it in the future, the loan repayment will be at a rate we could not have obtained from a commercial lender. So either way, the ARRL, and by extension, our Members, are better off for the effort. To address Barry's comments: I agree we need not apologize. We made a great effort, at some financial cost, to not fire, but retain, most of our employees. For that effort we are either colossally stupid or we are to be commended. I fall to the latter belief. This loan helps assuage the impact of our decision.

While details of our finances are not normally disclosed or the impact of current events on our finances are not normally disclosed, we are now living in different times. Some of the consequences of the impact of the Chinese virus on our economy and directly on the League are going to become apparent to our Members within a couple of months at a minimum. The obviousness of that impact was a topic of discussion in the Saturday A&F meeting.

It was decided that it would be better for the League to develop and publish an explanation of these events to our Members and our Donors, before rumors, suspicions and/or unwarranted criticisms began to be lodged. Accordingly, staff was directed to begin the preparation of such an explanation for release in the near future. As that statement would of necessity address certain financial matters, it would not be unreasonable to consider disclosing the prudence of the League in obtaining the PPP loan. As this is Monday morning, it should be apparent to all there has been insufficient time to craft that statement.

Whether the PPP loan would have been addressed in such statement is now moot. The cat is out of the bag (which implies a secret to be kept —an accusation by some with which I do not concur). So it becomes an easy matter to include.

Director Baker's comment is partially correct. Due to aggressive competing interests warring over the bounty in the government trough, it is more probable than not that at some point the identity of institutional — non-profit and for-profit — recipients will become public knowledge. Add that the fact of the receipt of the loan will appear in our statutorily mandated tax filings and our current discussion becomes not one over whether, but over when, we must disclose that we got a cookie from Uncle Sam's cookie jar.

While I don't disagree with Rick's and Barry's belief that our receipt of that cookie is confidential to the point of nondisclosure, the publication of the EC minutes and the direction of the A&F Committee to develop an explanation of the economic impact of current events on the League together argue for current disclosure — a disclosure that will not harm the League. In fact in those quarters that question the League's financial competence, such disclosure may reassure them that there is hope for 225 Main.

To be clear: the EC minutes should remain published and the successful acquisition of the PPP loan should be disclosed with more comment in the statement that A&F directed be prepared. For the moment, until that statement has been drafted and approved by the A&F Committee, nothing more needs to be immediately published.

By the way, for those who are unaware of the unbelievable foresight and hard work — the details of which are to the credit of both CFO Middleton and Indentured CEO Shelley — it took to obtain the PPP loan, you should avail yourself of the details of that feat.

Second: Communications

Bud's comments do not go far enough.

There was a very good reason — no, there were very good reasons — that the EC imposed an embargo on the release of all communications without prior approval in January. Those reasons were instances of multiple public statements that were released without the knowledge of, or consultation with, the parties involved in the matters disclosed. And these matters dealt with Congressional and FCC policy and pending matters. And the concerning statements either were wrong or cast the League or its actions in a lesser light.

The apparently unintended release of the fact that the Board authorized staff to pursue a PPP loan by the release of the "Special E-Vote" EC minutes (the authorization was not an emergency and we should stop using that term) is an example of the lack of forethought and coordination of our communications. If we believed that disclosure of our application for/intent to apply for the PPP loan should remain confidential, then the minutes should never have been released. But, it is apparent that those dots were not connected. It is not the first time this type of event has occurred. It does not mean that someone acted maliciously — no one did so — and it does not mean that any fault lies solely with staff. But, it does exemplify poor communications control.

There have been too many times in which the Board has learned of matters AFTER the publication of items discussing/disclosing these events. Like Bud, I too have received WTF calls from constituents about matters publicly disclosed of which I (and the rest of the Board) had no prior knowledge. We need to improve our communications control so those occurences cease.

Does that mean that all announcements/public statements must have 15 signatures on them before they are released? No, I would pray that does not become necessary. It does mean that press releases that address any policy matters involving current actions by the League should be reviewed and approved by those involved in such actions before they are released. It does mean that there should be no releases on substantive matters about which the Board has not been briefed, until the Board is made aware of such matters.

Again, by my comments I not suggest that anyone's actions in the matter of the "Special" minutes publication constituted intentional misbehavior or disrespect of the Board — all involved I believe were acting with the ARRL's best interests in mind. My comments do mean that we still have an uncoordinated communications operation that needs to improved.

The publication of the "Special" EC minutes is not a matter that warrants this much gnashing of teeth or rending of garments. It is a hiccup, if that, and can competently and smoothly be addressed in the A&F directed future statement on the League's handling of the economic impacts on the League.

Third: Publication of A Statement Regarding The PPP Loan

Any such contemplated release must, in light of the responsibility of the A&F Committee and the directive issued to staff on Saturday, be approved by the A&F Committee prior to release.

To underscore my earlier statement — no public comment on the ARRL's successful receipt of a PPP loan should even appear to be a mea culpa. It should reflect our pride in the excellent work of our staff and the financial prudence and foresight of the Board and staff in protecting the finances of the League. We should crow, not wail.

73 _______________________________________

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 5/17/20 9:03 PM, Shelley, Barry, N1VXY (CEO) wrote:

> >

...

Everyone:

I will try and respond to all the comments made to this point. I apologize in advance if I miss one as the emails have been flying all evening.

First, let’s agree that all of this is the result of a mistake. We did not intend to post the “emergency” vote (my words) of the EC as it was not a meeting and, as a result, no announcement was being planned. I asked for the vote because closing the loan required quick action to make sure we had the specific authority to sign the documents to accept the loan that we had agreed to try and get, in conjunction with and with the approval of the A&F Committee. We were under a deadline.

As for making an announcement now that it is public to a degree, I’m not sure I agree with that. I need to think about it, but my first thought is that any statement now makes it look like we’re ashamed of what we did and we’re apologizing for it. I’m not ashamed of what the organization did. Like tens of thousands of companies across the country, we took advantage of a Congressionally approved program which was intended as support for keeping Americans employed and to provide support for companies that were impacted by the pandemic. I don’t think there are many companies announcing that they’re participating in the program, but I only see the CT and SC press. Further, we met and are complying with all the appropriate rules and regulations of the loan program and will use it to help fund the appropriate expenses (mostly payroll) for a minimum of 8 weeks as required under the loan terms. If that sounds like I’m being defensive, I’m sorry, but I don’t know any other way to say it and I’ll say that to any member or Division or Section leadership official who asks. We did it because it was in the ARRL’s best interest which means it was in the members best interest and that should be the response. As we discussed in the A&F meeting yesterday, we have seen, and will continue to see, a significant financial impact as a result of the pandemic. We are exactly the kind of organization for which the program was intended. I believe I said to the Board in an earlier email there are people who believe they know better than the SBA who should get take advantage of this program and I was sure that the loan would be made public when our audited financial statements for 2020 were published. So far, at least one of those things has proven to be true.

Ria, to your point about the subscription service for people who get minutes from the Board and, I believe, the EC, this takes an affirmative action on Carla’s part to create that email to send it to the list and that has not taken place.

Bud, to your challenge regarding informing the Board of actions we take before it’s made public, as I said above, this one was not intended to be made public at this time so no announcement was planned. As for the larger question about somehow informing the Board of Directors before any action is publicized, I think that we need to discuss this. I believe in notifying the Board of important actions and pronouncements from HQ prior to publication and I believe I’ve tried to err on the side of more rather than less, but I haven’t sent the Board everything. I though we had come to an agreement on the EC review of certain stories and are doing so. If you really want to know everything before it’s published in any media we use, I think we need to discuss this which I am perfectly willing to do. But to be up front, I think that is an unattainable standard.

As for a “story” on ARRL’s participation in the PPP program, I will draft something tomorrow after the 8:30 am managers meeting where we’ll be discussing reopening plans and will submit it to the EC for review under our current policy. I would like to continue the discussion regarding the appropriateness of publishing a story on this topic. I see it as no win situation. The only voices we’ll hear from are those people who, for whatever reason, don’t think we should participate in the government program.

Thank you for listening tonight. I hope I responded to everyone’s questions or issues. If not, please let me know and I’ll try and respond tomorrow.

73,

Barry, N1VXY

From: arrl-odv <arrl-odv-bounces@reflector.arrl.org> mailto:arrl-odv-bounces@reflector.arrl.org On Behalf Of Mickey Baker Sent: Sunday, May 17, 2020 8:23 PM To: Hippisley, George (Bud), W2RU, (Dir, RK) <w2ru@arrl.org> mailto:w2ru@arrl.org Cc: arrl-odv <arrl-odv@arrl.org> mailto:arrl-odv@arrl.org Subject: [arrl-odv:30317] Re: EC minutes

Yes, I agree, George.

So it is time for an explanation to membership, as Ria stated, before we get queries from membership, or it appears in the Hartford Courant.

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 Sun, May 17, 2020 at 8:06 PM Hippisley, George (Bud), W2RU, (Dir, RK) <w2ru@arrl.org mailto:w2ru@arrl.org > wrote:

> > >

...

Mickey, you’re probably right. And how much better it would be if we could have been “deliberate” in crafting our message prior putting the relevant Minutes up on the public site, rather than now having to scramble to “get ahead of this”.

Bud, W2RU

> > > >

...

On May 17, 2020, at 7:58 PM, Mickey Baker <fishflorida@gmail.com mailto:fishflorida@gmail.com > wrote:

Since PPP is an expenditure of public money, it is not likely to be held confidential. I'm thinking that we might want to craft messaging to get ahead of this with membership.

From https://abcnews.go.com/Business/lawsuit-seeks-data-ppp-small-business-loans-... https://abcnews.go.com/Business/lawsuit-seeks-data-ppp-small-business-loans-...

"...five news organizations have announced they are suing the SBA for access to information on loan recipients. The New York Times, the Washington Post, the Wall Street Journal's parent company Dow Jones, Bloomberg LP and ProPublica have filed a joint lawsuit in federal court in Washington, asking the SBA to "disclose who is receiving the funds and in what amounts," according to a statement from the Washington Post's vice president for communications, Kris Coratti Kelly."

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

> > >

> >

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