Call Us: 833-I-AM-ARRL

Positions of myARRLvoice.org

The Steering Committee of myARRLvoice has carefully reviewed the motions that have been made public in advance of the Board meeting. Our position on each motion is presented below. For more context, we encourage you to view the documents with marked revisions as proposed by the motions below:

Note that the Board is not limited in what it can raise and consider at the Board Meeting. What we see published should be considered advisory, but can be modified, augmented or tabled at any time before or during the meeting.


Norris Motions – K5UZ Delta Division (on behalf of Executive Committee)

Proposed Revisions to Articles of Association and Bylaws – as released by ARRL on January 12, 2018. Reference (EC) numbers are those used by the ARRL and provided here for clarity.

EC-1 [Many non-substantive grammatical and wording changes, but see below.]

ARRL Articles of Association

myARRLvoice Position: Favoring economic operations, we would abolish the office of Second Vice President, an office with travel expenses but no defined role, except as First Vice President-in-Waiting. The concept of abolishing the office of Second Vice President is not present in the Executive Committee motion, but we think it should be, as a reduction in the list of officers.

Article 11. “Nothing herein contained shall preclude the Board of Directors from expelling a member upon good cause shown and after notice and an opportunity to be heard.”

myARRLvoice Position: Favoring the concept of fair play, we welcome, the introduction of concepts of “good cause shown” and “due process.” We note, however, that Article 11 does not articulate any avenue for an appeal, which would ordinarily be included in due process.

ARRL By-Laws

By-Law 2. See comments under EC-4, below.

By-Law 32. The Secretary shall record the proceedings of all meetings of the Board and of the Executive Committee.

myARRLvoice Position: Favoring transparency, we would like to see this end with:  “, including motions made and withdrawn.”

By-Law 41. There shall be an Ethics and Elections Committee . . .

myARRLvoice Position: Favoring fair play, we would like to see good cause shown and due process, including a candidate’s right to know claims made against him, and a right to respond, when this committee considers the eligibility of a candidate.

By-Law 45. Conflict of Interest Policy, sub-section e (disqualification)

myARRLvoice Position: Favoring the democratic election of Directors and Vice Directors, a conflict of interest should not be grounds for disqualifying a candidate. At the moment, an incumbent may  be disqualified only by majority vote of the Board, and only when the conflict is “pervasive and continuous.” A candidate, however, can be declared ineligible by the Ethics and Elections Committee without a finding that the conflict is “pervasive and continuous,” without good cause shown, and without due process. Favoring the good sense of the membership in casting their votes, and full disclosure, we favor recusal, even forced recusal, on any particular issue where a candidate may have a material conflict.

Note:  In short, this is the K3RF issue. He was declared ineligible and still doesn’t know why.

EC-2 [Deals with Personal Liability and Indemnification]

myARRLvoice Position: We have no position on this motion, which deals primarily with insurance coverage.

EC-3 [Deals with Indemnification, proposing a new Article 16 as an addition to the Articles of Association]

myARRLvoice Position: Favoring the role of ARRL as a non-stock membership association, we note that this proposed Article 16 seems to have been borrowed directly from the for-profit corporate world when it proposes indemnification for liability claims “by vote of shareholders or disinterested directors.” We OPPOSE for-profit corporate governance language appearing anywhere in the Articles of Association. ARRL has neither shareholders nor disinterested directors.

EC-4 [Deals with qualifications for membership under both the Articles of Association and the By-Laws, specifically By-Laws 2 and 4]

Note:  This is a second motion that includes language for By-Law 2, allowing a member to be declared “undesirable.”

EC-2 reads: No person shall be eligible to serve, or to continue to serve as Director, President, Vice President Treasurer or Vice Director, unless they are at all times in full compliance with these  . . . Rules and Regulations of the League relating to ethics, elections, conflicts of interest as determined in accordance with the Bylaws.

myARRLvoice Position: Favoring disclosure and due process, as well as the democratic use of the ballot, we OPPOSE the motion to change By-Law 2, and this motion (EC-4) unless the rules and regulations require good cause shown and due process. We fear this is a back-door method to prevent a candidate for Director or Vice Director from getting on the ballot, because, without good cause shown and due process, the candidate can be declared “undesirable.” And no one knows what undesirable means. Could it mean that a member has vigorously opposed a current ARRL policy? Though the proposal to adopt wording about undesirable members is not new wording, we call for REVIEW of this wording.

The worst thing about this motion is that it permits E&E to adopt the position that “In our opinion, at some time in your life (“at all times”) you’ve disparaged the ARRL (in our opinion, and you have no opportunity to disagree with us), and therefore you are ineligible to be a candidate for Director or Vice Director.”

ARRL By-Laws Affected

By-Law 2. Applications for membership or renewal of membership shall be submitted to the Secretary. In the case of any applicant whose character, reputation or conduct might make him an undesirable member, the Secretary shall refer the application to the Executive Committee for review

myARRLvoice Position:   Favoring the democratic use of the ballot, we see this is a back-door method to prevent a candidate for Director or Vice Director from getting on the ballot, because, without good cause shown and due process, the candidate can be declared “undesirable.” We OPPOSE the power to reject a member as “undesirable” without good cause shown and due process.

EC-4 (continued) [Takes dues amount out of By-laws. A simple majority can approve changing dues.]

myARRLvoice Position: We have no position on the dues portion of EC-4.

EC-5 [By-Laws 8, 9, and 10. Eliminates the transfer of life membership to a Silent Key’s licensed and current member spouse.]

myARRLvoice Position: We have no position on this motion, but note that it is not retroactive – applying only to future Life Members.

EC-6 [By-Law 14. Makes Vice-Director attendance at Board meetings discretionary, i.e. , by invitation]

myARRLvoice Position: Favoring the role of Vice Directors, who have been scorned in the past by insiders for being troublemakers, we OPPOSE this motion. We support retaining the position of Vice-Director as meaningful, with attendance at all Board meetings.

EC-7: [By-Law 19. Lets Ethics & Elections Committee “find” a candidate ineligible. This is looser than the existing language.]

myARRLvoice Position: Favoring the democratic use of the ballot, this is a method to prevent a candidate for Director or Vice Director from getting on the ballot, without good cause shown and due process. We OPPOSE this motion. To avoid abuse, only objective, measurable criteria (age, years as a member, license, compliance with application process) should determine candidate eligibility. We trust the membership to vote wisely. 

EC-8 [Changes By-Law 24. Limits time for recalls by excluding first 180 days and last six months of term. Allows E&E to invalidate a reason for recall without clear criteria.]

myARRLvoice Position: Favoring the democratic use of recall provisions, this dramatically reduces the recall window. We OPPOSE this motion, noting that an elected Director or Vice Director is already protected by the provision that he can face a recall vote only once per term.

EC-8 (Continued) [Requires recall petition to include statement of reason, which E&E can judge.]

myARRLvoice Position: Favoring the good sense of the membership in casting votes, we OPPOSE this motion. E&E (three members appointed by the President) could decide that there is a false or misleading statement and there is no recourse. The need for the “concise statement of reasons” is just a way for E&E to veto a recall vote. There is no appeal of an adverse E&E finding. We trust the good sense of the members to evaluate any statements made.

EC-9 [By-Law 31-36. Corrects grammar and updates sections of the by-laws to reflect the current structure of the corporation.]

myARRLvoice Position: We have no position on this motion. It seems harmless.

EC-10 [Adds another task to the Ethics & Elections Committee – to supervise the conduct of all recall elections per By-Law 24]

myARRLvoice Position: As to other matters within this motion, we have no position. However, favoring the good sense of the members, and democratic elections, we view the powers currently granted to, and the powers proposed for, E&E as the greatest danger to ARRL democracy. Selected or appointed by the President in his sole discretion, they can disqualify a candidate and veto a recall election – trusting neither task to the voters. We OPPOSE many of the powers of this committee, and specifically the newly proposed power to supervise recall votes.

EC-10 (continued) [limits what directors can consider in voting on an E&E action to material received before the E&E decision is made]

myARRLvoice Position: Favoring the concept of “good cause shown” and “due process,” we observe that the current By-Law 41 reads, in part: “Decisions of the Ethics and Elections Committee may be reviewed by the Board of Directors upon the written request of any candidate for that office or five or more Directors. Review shall be limited to the materials submitted to the Ethics and Elections Committee.”

The corresponding portion of the proposed EC-10 reads, “Decisions of the Ethics and Elections Committee may be reviewed by the Board of Directors upon the written request of any candidate for that office or five or more Directors. Review shall be limited to the materials submitted to the Ethics and Elections Committee prior to the Committee’s decision.”

The difference is the last five words.  If E&E announces a decision, which they may do with no advance notice to the subject individual, then there is no opportunity for the target to defend against or rebut the charges and, therefore, no opportunity to have his or her side of the story presented to the directors before they vote to uphold or overturn the E&E Committee decision.

That’s what happened to Doug Rehman, K4AC, even under the current Bylaws; this portion of EC-10 codifies this injustice. We OPPOSE this motion. 

EC-11. [Requires agreement to binding arbitration.]

myARRLvoice Position: We take no position on this matter.

EC-12 [Deals with disputes going to arbitration.]

myARRLvoice Position: We have no position on this matter.


Lisenco Motions – N2YBB Hudson Division

myARRLvoice Position: Director Lisenco, N2YBB, has put forward seven motions. Each motion is so disruptive to governance, and so wrong, that we OPPOSE THEM ALL.


Carlson Motion – W9XA Central Division

Director Carlson, W9XA, proposes changes to the Board Policy on Director Governance (Code of Conduct). Notwithstanding those proposed changes, until and unless modified further, the Policy does the following:

 

  • prohibits disclosing any other Director’s vote unless voting details appear in the minutes or are otherwise made public (Standard 6 c.);

myARRLvoice Position: Favoring transparency, we do not understand why a Director’s vote should be a secret. We OPPOSE this standard.

  • prohibits any Director, Officer or Vice Director from making any adverse statements concerning a past Board decision (Standard 7 b.);

myARRLvoice Position: Favoring public discussion of a past practices, we note that this prevents a Director or Vice Director from ever advocating in public for a change in a present Board position. We OPPOSE this standard.

  • prohibits a board member from conducting independent investigations (Standard 9 e.).

myARRLvoice Position: Favoring the idea that reasonable independent inquiry should be essential to the role of an informed Director. We OPPOSE this standard. 

[We note that the failure to conduct independent investigations led to the Enron debacle. See Governance and Nonprofit Corporations: A Primer for Directors, Wiggin and Dana LLP (a Connecticut law firm): “Directors also should reasonably inquire about matters coming before the board. This aspect of the duty of care was spotlighted in the Enron case; the Enron directors did not seem to have asked questions they should have asked.”  http://www.newcanaancf.org/Portals/0/Uploads/Documents/Primer%20for%20Directors%20Handout.pdf]

 

Generally, myARRLvoice Position: We acknowledge and support the change proposed by Director Carlson to allow a Director to disclose his own vote, and to delete the requirement to accept and support Board decisions. Nonetheless, the proposals do not go far enough to protect constructive dissent.


Note that the Board is not limited in what it can raise and consider at the Board Meeting. What we see published should be considered advisory, but can be modified, augmented or tabled at any time before or during the meeting.

Learn from OthersTake action