From: Dave Moss <mossdj@hotmail.com>
Sent: Thursday, January 11, 2018 5:02 PM
To: gsarratt@arrl.org; n4zuw@arrl.org
Subject: Recent actions of the ARRL Board, and Unacceptable Proposed Changes to Bylaws and Articles of Association
To: Greg Sarratt, W4OZK, ARRL SE Division Director
cc: Joseph Tiritilli, N4ZUW, ARRL SE Division Vice Director
Greg,
I am writing to solicit your support in changing the direction the ARRL Board of Directors has been heading, and more specifically to express by adamant opposition to the proposed change in bylaws to add the president and three vice presidents as voting members of the Board, and my adamant opposition to the recent change in ARRL policy to limit open and candid communication between elected Board members and their constituents.
I could not be more disappointed in the ARRL Board of Directors in having proposed (and in some cases implemented) such significant changes without soliciting and considering input from the membership. A century of seeking consensus among members of the league on significant actions or positions has been thrown out the window. The surreptitious way the Officers and Board of the league have coordinated recent proposals reeks of impropriety of the worst kind, with a clique of Board members usurping control of the ARRL and insulating themselves from criticism or accountability from the membership or their elected representatives on the Board. This is not some good-old-boy club where the Board has free rein to snub their noses at the will of the membership. If you have been paying attention at all to the various club and organization reflectors, you should know already that the vast majority of ARRL members are adamantly opposed to what is going on. Many, including me, are wondering whether with the current behavior of the ARRL Officers and Directors, the ARRL remains worthy of my financial support. Your recent vote in favor of censure of another Board member for sharing his views of Board actions is incredibly disappointing.
My specific objections to the proposed bylaw changes are as follows:
- For its century of existence ARRL has been governed by a Board that is elected by the membership of the various regions, with the Directors directly accountable to those members. This has served ARRL well for 100 years, and I see no compelling reason to change it. To date, I have heard no sound rationale from ARRL leadership for why this change should be made. I sincerely hope you will oppose this change.
- I am fundamentally opposed to having voting Board members who are not directly accountable to members who elected them. Voting Board members who are not elected by the membership dilutes the votes of the duly elected members, while reducing accountability of Board members to the ARRL membership at large. This reduces the ability of the ARRL membership to hold Board members accountable for their actions and decisions, and make changes when the majority in a Division see it appropriate. Again, I see no compelling reason to do this. Indeed, the only reason I can see for doing this is a highly inappropriate attempt to consolidate power in the hands of several incumbents, reduce accountability to ARRL membership, and silence any opposition. I sincerely hope you will oppose any such attempt.
- I am adamantly opposed to making changes to ARRL bylaws of such magnitude surreptitiously and without full vetting and input from ARRL membership. Directors are elected to represent their Division, not to blindly support a power-hungry clique of the Board and/or officers, and not to make significant changes to the fundamental structure of ARRL without those changes being vetted with the membership. The very fact that I have to find the details of the proposed changes to bylaws from outside ARRL speaks very poorly of the transparency of the Board and Officers of ARRL on this matter. In fact, if the President of ARRL actually stated to CQ magazine, as has been reported, that it was inappropriate for members to have heard about the proposed changes before they were acted on by the Board, then shame on the Officers of the ARRL. They need to be immediately redirected by the board to significantly improve their policies regarding transparency of the actions of the Officers and Board of ARRL. Furthermore, I sincerely hope you will oppose any efforts to make significant changes to bylaws in such a clandestine manner. I would further hope that you would support and endorse efforts, with full communication and involvement of the membership, to return to a more appropriate wording and interpretation of the ARRL governance so that elected Board members are encouraged to share with their constituents their position and voting record on these key issues, and can not be censured, removed, or disqualified from reelection for doing so.
- I am adamantly opposed to the proposed change to Article 12 that allow a Board member to be removed based on a vote of the Board, except in very limited and unambiguous conditions agreed to by the membership at large. The Board members are intended to be chosen and serve at the pleasure of the members who elected them, and accountable to those members. Any change that makes Board members accountable to or beholding to the other Board members rather than the members of their Division is not in the best interest of the membership or the League. Any action by the Board toward removal of a Director should be considered a recommendation, with full disclosure of facts and recommendations from the Board, and the ultimate and binding decision made by the membership in the affected Division.
- I am adamantly opposed to the addition of Articles 15 and 16 to the Articles of Incorporation that limit liability of Board members. These provisions have been unnecessary for the past century, and in my opinion remain unnecessary now. The wording has been carefully crafted to limit liability for incumbents who are engaged in activities that many ARRL members (and apparently now the Board itself) see as questionable and shady, even in the event that they are all thrown out and these provisions are subsequently removed. I sincerely question the integrity of a Board who would make this proposal. If there is some basis for this proposal, that basis should be shared with the membership before this proposal is acted upon.
- I am adamantly opposed to the proposed change to section 1.c.3 if the bylaws that would allow the Board to expel a member “for cause”, unless there is a clear definition of the specific causes for expulsion that may be considered. As written, the Board could expel a members simply for disagreeing with Board actions. This is unacceptable. Any argument that the board would never do such a thing is rendered laughable by recent events.
- I am opposed to the proposed change to section 9 of the bylaws. No basis has been provided for this change, and it seems rather capricious, unnecessary, and unfair to those who paid for life membership expecting this benefit. What harm can come from allowed life membership to continue for the spouse of a deceased life member? Are there enough instances of this occurring, or enough benefit to life members, to make this even worth talking about?
- I am adamantly opposed to the proposed changed to Articles 11, 46, and 47 of the Bylaws that provided for removal of an elected Board member by a vote of the other Board members. As noted above, board members should be chosen by and serve at the pleasure of the members of their Division, and not be subject to removal by vote of other Board members. Board members are expected to represent the desires of their Division members, and NOT the desires of other Board members. In effect, this provision could allow any Board majority to dominate the Board indefinitely by removing any Board members or disqualifying any candidates who disagree with Board actions. Basically, this would codify the behaviors of the Board that are the cause of the current uproar amongst members.
- I am adamantly opposed to the proposed revision of section 19 of the Bylaws to read that a candidate can be removed from consideration if he or she is “found to be” ineligible by the Ethics and Elections committee. The candidate is either eligible or ineligible based on criteria elsewhere, and this should not be subject to whim or interpretation of the committee or its members.
- I am adamantly opposed to the proposed change to section 48 of the bylaws that would limit recourse of members to challenge actions of the board inconsistent with the bylaws and Articles of Association. The fact that the Board sees this change as necessary is of concern, as it appears to reflect Board recognition that their current course is questionable and likely to evoke challenges. It seems highly inappropriate and unnecessary (unless there is something being hidden from membership) to make this retroactive. Since any member could seek similar recourse even if a current or former Officer or Board member cannot, it seems of little value anyway. What is it that the Board is so keen on preventing their being held accountable for, either by members or by the courts?
- The Officers and Board of the ARRL have failed in their obligation of keep the membership informed of key proposals and solicit and consider feedback before acting. I have reviewed various recent communications from ARRL, such as the weekly ARRL letter, and from you as Southeast Division Director, such as the recent notice on SE Division Activities, and I have seen no mention whatsoever of the proposed changes to the bylaws. There may be some notice buried on the ARRL web page somewhere, but I could not find it. Issues of this importance should not rely on members having to search out information on their own to even know that such proposals are being made. These should be pushed front and center in ARRL communication to solicit input. If enacted, they should be enacted with the full knowledge of the membership in advance, with members fully aware of whether their elected Director supported them or not. I should never be finding out about such things after they are a fait accompli. I sincerely hope that, until the Officers and Board have made the membership fully aware of the proposals and solicited input, you will oppose any changes to bylaws.
- Adding the ARRL president and selected vice presidents as voting members of the Board will create an imbalance in the influence of the various regions in the voting membership of the board, and diminish the voting power of the elected Directors. In the current makeup, this would provide undue weight to the Dakota Division, but by its very structure, this system would always create an imbalance with a few Divisions wielding more voting influence. I have yet to hear any explanation for why this might be considered desirable. I sincerely hope you will oppose diminishing the voting power of my (and your) Division.
- I am adamantly opposed to having anyone who draws a salary from ARRL being a voting member of the Board. It is highly inappropriate for many reasons, including, for example, to have an officer voting on what his/her salary should be. I sincerely hope you will oppose any such arrangement.
- I am adamantly opposed to behind-closed-doors changes to bylaws that are sufficiently controversial that the Board feels it necessary to seek costly legal advice, and doing so with all specifics regarding the proposals, legal questions, and the answers to those questions being withheld from members. The very fact that legal questions needed to be asked (and paid for), after decades of smooth ARRL governance, tells most of us that the whole matter is certainly unnecessary and a waste of money, except to find some way to “allow” a significant departure from past governance practices that the membership has NOT asked for. Coming on the heels of a rather substantial increase in dues, it gives the appearance that at least part of the increase would have been unnecessary but for the immature and expensive power grabbing and squabbling among select Board members that was unfortunately and inappropriately financed through member dues. At this point, nothing can be done about the money wasted, but since the money came from members’ dues I think the questions asked and answers provided should be made available to members. I sincerely hope you will do all in your power to eliminate such unnecessary expenses in the future. In my opinion, any proposed Board action that is controversial enough to warrant seeking legal advice should be put to the membership first to see if the members really want it, before spending the money.
My specific objections to recent actions by the Officers and Board that stifle communication between Board members and the membership at large are as follows:
- I fundamentally disagree with the characterization by the ARRL Officers and Board that open and candid communication by an elected Director on his or her positions on current and past issues is inappropriate or unacceptable. As dues-paying members, it is essential that we have this information. Any attempt to stifle such communication is unacceptable. I sincerely hope you will oppose any actions by the Officers or Board of the League towards such ends.
- I fundamentally disagree with promulgating vague criteria for expelling someone from the league, especially if such criteria include any form of disagreement with actions by the Officers or Board of the League or communicating such agreement to ARRL membership. Any such action by the Board should, at the very least, be subject to a vote by the membership of the affected Division, which should then be binding on the Board. After all, it is our league, not just yours. You work for us, not vice versa. I sincerely hope you will oppose any changes to ARRL governance or bylaws that are contrary to the above.
Another issue I would like to see your support with is putting an end to sanctioning of Board members for nothing more than disagreeing with Board decisions, sharing those disagreements with the members who elected them, or simply informing members of some of the actions or proposals of the Board—drawing back the curtain and letting members see the intrigue surreptitiously going on behind the scenes. I (and every other ARRL member I have communicated with on this matter) believe that it is essential that we the members know what is happening at ARRL, why it is happening, and whether you as our Director support it or not. Any actions by the Board to stifle such communication should be halted, and sanctioned on its own merit. Board members stifling such communication is far more “harmful to the league” than open communication will ever be. The Officers and Board of ARRL are acting like kids caught red-handed with their hand in the cookie jar, and in response are simply not allowing members to know what’s going on in the kitchen. The argument that the sanctioned Board members’ actions were somehow detrimental to the league are shallow and unconvincing. How many ARRL members dropped or threatened to drop their ARRL membership because of actions by K4AC or N6AA? None that I know of. Virtually everyone I have spoken to on the matter is now at least considering leaving ARRL, precisely because of the arrogance of the Board and Officers of ARRL. I sincerely hope that you will be a force for good in turning the Board around.
I do not feel I can in all honesty avoid the issue of the disqualification of your predecessor, K4AC, during the most recent “election that wasn’t”. I recognize that you were not on the board at the time and bear no responsibility for the actions that left you the sole candidate. I supported you in the past, voted for you the last time we were actually allowed to vote, and may well have voted for you again in the last election. But the process used to determine the outcome of the last SE Division Director election was so fundamentally flawed that it cries out to be addressed. I can’t begin to share how disappointed I am that select members of the Board could be so arrogant as to decide that they know more than the membership of the Southeast Division who should represent us on the Board. You may well have won the election cleanly, as I and others were willing to support you. But I will never support a Board who takes away my privilege to vote for my Director. So what is your role in this? Well, it may be true that you had nothing to do with creating the problem. But you are now my Director, and a member of the Board, and you can be either part of the solution, or part of the problem. There is no other choice. In your one key opportunity so far—the vote to censure a fellow board member—you revealed yourself to be more part of the problem than the solution. I sincerely hope that you will change this course and be a strong and open advocate of free communication between Directors and the membership at large. I also hope you will openly condemn any efforts to stifle communication between duly elected Directors and the members who elected them.
I also feel strongly that actions to censure or effectively remove a director should be completely transparent, with both the facts and the basis for the decision made available at least to every member from the affected Division. Hiding behind removal of an elected Board member as a “personnel” issue is disingenuous, as elected Board members are not employees of the league. Being elected, they are not (or at least should not be) subject to normal personnel policies. Such characterization feeds the now widely held belief that the Board is fully aware that their actions and behavior cannot be explained rationally, and thus must be hidden. This is creating distrust and a groundswell of “out with all incumbents” unlike anything I have ever seen before—even during the heating debates over the no-code license years ago. I truly believe that the membership will not tolerate a Board that is not open, honest, and trusted, and sanctions those who are.
One change to bylaws that I would fully support would be to institute a recall process to allow members to vote to remove a Director who the members believe is not acting in their best interest. This would increase the accountability of the Board to the members in their Division, and discourage taking positions to please other Board members rather than the members of the Division. This I view as a highly desirable change, especially considering the recent arrogance, subterfuge, and lack of transparency of the league Officers and Board.
I acknowledge that I may not have all of facts, or may have misperceptions of the details of what has transpired among the Officers and Board of ARRL. I must insist, however, that that is directly the fault of the Officers and Board who have very deliberately withheld important information from members. As noted above, the lack of transparency hardly warrants confidence that the Officers and Board have acted responsibly, and I and I think most other members are not inclined to accept “trust me” from a group with such a track record of withholding information and neither soliciting nor considering member input. For ARRL to continue as a membership supported organization claiming the be THE organization representing amateur radio, this simply MUST change.
So, Greg, I have supported you in the past, and will continue to in the future, but only if you demonstrate that you are part of the solution by:
- Disapproving the proposed changes to bylaws to add Board members who are not elected by members at large, and
- Disapproving proposed changed to Article 12 of the Articles of Association to allow removal of Board members for reasons that could include communicating disagreement with proposed or completed actions of the Board.
- Disapproving proposed addition of Articles 15 and 16 to the Articles of Incorporation as these have been unnecessary for the past century, and remain unnecessary, and
- Disapprove any further changes to ARRL Board governance that in any way detract from open and candid sharing of our elected Directors’ positions on issues before the Board, and
- Halt actions by Officers and Board members of ARRL to sanction other Board members who oppose ARRL Board decisions and share their views with their constituents, and
- Act to immediately and significantly improve the transparency of actions taken, proposed, or contemplated by the league Officers and Board, and solicit input from members BEFORE any significant action by the Board.
Otherwise, you will have clearly distinguished yourself as part of the problem, unworthy of the support of Southeast Division ARRL members.
Dave Moss KE4UW