[LCC] Your candidacy for Louisiana Section Manager, and your position on ARRL matters

[w5wz at w5wz.com]

Mr. Scott Wren, KD5DFL
Mr. John Robertson, K5JMR

Gentlemen,

As an ARRL Life member, a member of the ARRL affiliated NELARC 
(Northeast Louisiana Amateur Radio Club), and a charter member of the 
ARRL affiliated Louisiana Contest Club, I have some questions that I'd 
appreciate your response to before I cast my ballot for Louisiana 
Section Manager.



1. What is your position on the recent "disqualification" of the SE 
Division Director and the subsequent non-election of his successor ?

2. What is your position on the recent censure of Dick Norton, N6AA ?

3. What is your position on the upcoming proposed changes to ARRL 
Governing Documents?  There are listed below 16 specific proposed 
changes that need to be responded to individually.  You may also wish to 
address the "why" some of these changes are needed.


In the Articles of Association,
- Removing the ability of the Executive Committee to present items for a 
vote by the full board of directors in between board meetings by mail or 
e-mail;

- Requiring compliance with the League's new code of conduct for 
directors as a condition of eligibility to seek election as a director, 
vice director or officer;

- Providing the board with the ability to remove from office or apply 
"other appropriate sanctions for cause" directors, vice directors and 
officers (more details are in proposed changes to the by-laws);

- Two new articles limit any financial liability of current, past and 
future directors and officers for "breach of duty" to the amount of 
compensation received for serving on the board (which is zero), and 
provided that the League will cover their legal expenses in fighting 
such claims, except in cases of knowingly violating the law; receiving 
or helping someone else receive "improper personal economic gain," 
"conscious disregard" of his/her duty as a director or officer, or a 
"sustained and unexcused pattern of inattention" that constitutes an 
"abdication" of the person's responsibility as a director.




In the By-Laws:
- A new provision allowing the board of directors, by majority vote, to 
revoke individual memberships "for cause … after affording the member an 
opportunity to respond in writing;"

- Removing a specific dues rate from the By-Laws, instead stating that 
the dues shall be an amount set by the board of directors (effectively 
making it possible for the board to raise dues by a majority vote rather 
than the two-thirds to three-fourths vote required for changing the 
By-Laws);

- Eliminating the current provision allowing a life membership to be 
transferred to a surviving spouse after the death of the primary member;

- Removing the right of vice directors to attend board meetings, except 
by invitation of the directors;

- Several changes to make language more gender-neutral;

- Prohibiting initiating recall elections for directors during the first 
6 months of a three-year term of office or after June 1 of the term's 
final year;

- Adding a provision permitting the full board, by majority vote, to 
rescind or reverse actions taken by the Executive Committee between 
board meetings;

- Providing for the Ethics and Elections Committee to determine whether 
candidates for office are in compliance with the board's conflict of 
interest policy and code of conduct;

- Incorporating the board's conflict of interest policy and code of 
conduct into the By-Laws;

- Allowing the board to remove from office - by 2/3 vote - any officer, 
director or vice director "for cause" by revoking that person's ARRL 
membership; after providing the subject of such action with an 
opportunity for a hearing prior to the board vote;

- Allowing the board to reprimand or censure a member in lieu of 
removal; but in this case, "No advance notice or opportunity to be heard 
shall be applicable to the censure vote."

- Prohibiting current, future and past board members from taking the 
League or any of its officers or directors to court as a result of 
disputes among board members or between a board member and the League as 
a whole; rather, any disputes would be required to be submitted to 
binding arbitration; and "As a condition of service or continued service 
as an Officer, Director or Vice Director, all Officers, Directors, Vice 
Directors and candidates for such office will expressly waive any right 
to sue anyone acting on behalf of the Corporation in court either during 
their term of office or thereafter."



4.  What is your position on a second, separate, motion that proposes to 
make the president and three vice presidents full voting members of the 
board of directors (currently, the vice presidents have no vote and the 
president votes only to break a tie). The officers would not be able to 
vote on their own elections, however.


5. In addition, the motion would make the president a full voting member 
of all board committees (currently the president is a non-voting 
"ex-oficio" member), and would allow the president to appoint one vice 
president as a voting member of the executive committee. The vice 
presidents are currently non-voting members of that committee, which is 
responsible for making policy decisions in between full board meetings.



Sources
http://www.arrl.org/files/file/2017%20Board%20of%20Directors/Minutes%20of%20Special%20Board%20Meeting%20ARRL%20Board%20of%20Directors.pdf
http://cqnewsroom.blogspot.com/2017/12/changes-proposed-to-arrl-governing.html



Respectfully,
Scott Dickson, W5WZ
W5WZ at W5WZ.com