[LCC] Fwd: RE: Your Position on ARRL Matters

[w5wz at w5wz.com]

-------- Original Message --------
Subject: RE: Your Position on ARRL Matters
Date: 2018-01-07 22:36
 From: David Norris <k5uz at icloud.com>
To: w5wz at w5wz.com, k5uz at arrl.org, wb4rhq at arrl.org
Cc: lcc at louisianacontestclub.org, GaryStratton at TeamStratton.com

Scott,

What CQ is referencing with respect to the Redlined Articles of
Association and By-Laws is a PRELIMINARY Draft motion, not the final
version to be presented to the Board or even voted on.  I find it
remarkable they were able to obtain a copy of this before the full Board
received it!  That is just astounding.

There are many changes to the AABL motion as it stands now.  It is much
less than what CQ and certain individuals have been erroneously claiming
  as the "Final Draft Motion" or putting up on their pages.  What if
anything that is up on the ARRL site is an omnibus place holder copy.
The actual copy is broken  into several pieces for the board to discuss
and vote on or table in an ordered manner. I will post copies of the
actual final draft ordered motion on the webpage as soon as the
Secretary gives me the numbering scheme.  I've been sick and on vacation
and most everyone has been on vacation at HQ so this has drug out a bit
too long.

Please see my answers below in RED.

Also, Mark said you sent this to the LA SM candidates.  Section Managers
do not deal with policy matters so those guys won't know how to answer
the questions other than voicing an opinion and I wouldn't hold them to
any sort of explanation.

If you need anything else, let me know.

73

David A. Norris, K5UZ

Director, Delta Division

_ARRL __THE NATIONAL ASSOCIATION FOR AMATEUR RADIOTM_

-----Original Message-----
 From: w5wz at w5wz.com [mailto:w5wz at w5wz.com]
Sent: Sunday, January 07, 2018 4:16 PM
To: k5uz at arrl.org; wb4rhq at arrl.org
Cc: lcc at louisianacontestclub.org
Subject: Your Position on ARRL Matters

David Norris, K5UZ

Ed Hudgens, WB4RHQ

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.

1. What is your position on the recent "disqualification" of the SE
Division Director and the subsequent non-election of his successor ?
What?  There was an election. The immediate past SE director managed to
get himself disqualified in said director's election.  He had been
caught on several election infractions and he subsequently failed to
follow the specified corrective measures as directed by the Ethics and
Election committee.  He was DQ'd by the Ethics and Elections Committee
for listed offenses and the full Board upheld their decision by a
SUBSTANTIAL majority.  His opponent, being the only qualified candidate
was declared elected.

2. What is your position on the recent censure of Dick Norton, N6AA ?  I
support this measure. There is more to this than can be told.  This is
considered a confidential matter just like dealing with an employee or
other personnel issues.

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;  There have been no changes in the procedures here other than
grammar/editorial corrections, the physical deletion of the words "by
mail or email" is to simply allow any  and all means for submitting
written proposals.  Further, a new bullet point on the Conflict of
Interest and Code of Conduct applications in individual cases and the
full Board still has to approve any recommendations.  The Board can
override ANY decision by the EC.

- 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;  This is already a policy as voted in last
year.  I had to agree to it before I ran.

- 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);  Again,
this is in the PRELIMINARY draft of the motion not the final version. By
Law 47 is DELETED for the actual motion as amended as well as proposed
parts of Article 12 and By Law 2 so this is a moot point.   We have
ALWAYS had the ability to remove a member for cause as established in
Article 11.

- 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.  Actually
only Proposed Article 15 covers a director only acting in good faith in
fulfillment of his/her duty.  In the case of willful malfeasance we're
going to cream them as recommended by our Corporate Attorney.
Article 16 is binding arbitration; see below.

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;"  I considered this redundant to
Article 11 which has been in effect for decades, perhaps authored by
Hiram himself.  The By-Law provisions as stated above have been removed.


- 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);  Look for a friendly amendment to require a 2/3 majority vote
on this too.  I think this was an honest oversight by the Working Group.


- Eliminating the current provision allowing a life membership to be
transferred to a surviving spouse after the death of the primary member;
  Upon recommendation of the CEO this process will be done away with for
Life Memberships sold on or after January 1, 2019.  Existing agreements
will not be subject to this change as it constitutes altering the
condition of sale.  This was added in the amended version.

- Removing the right of vice directors to attend board meetings, except
by invitation of the directors;  This has ALWAYS been our practice for
as long as I can remember, perhaps going back to 1951 when the office of
Vice Director was created.  Vice Directors are NOT full members of the
board but rather associates of the board; they have always been
considered as such and they do not vote unless the Director is absent
then they assume the role for the meeting or portion thereof.  They do
have the right of succession in the event the Director cannot finish his
term and I do consider them indispensable to the organization.  Nothing
new here.

- Several changes to make language more gender-neutral;  Wholly
appropriate as we have a sitting female Vice Director and our immediate
past President is a female.   It is a Grammatical correction better
reflecting the current state of affairs. Why should there be a problem
with this?

- 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;   This is intended to stop frivolous and "sour grapes"
recall measures and allow a Director to be seated and establish a track
record.  If they have done something truly egregious  they can be
removed by the full Board.  Trying to recall a Director during the last
six months is a waste of ARRL resources as he/she will be voted on or
retired soon enough, and again, if they have done something truly
egregious they can be removed by the full Board.  The new By-Law also
requires a complainant to have a truthful and legitimate reason for
recall.  I think this one is pretty reasonable.

- Adding a provision permitting the full board, by majority vote, to
rescind or reverse actions taken by the Executive Committee between
board meetings;  This has always been the case and should always remain
so.  It restricts the Ecec. Comm.'s power. I'm for it.

- 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;  The E & E Committee has always
made decisions and rulings on election matters. It has always been their
purview.   Why should this be any different?   Any E & E decision can be
appealed to the full board and reversed.

- Incorporating the board's conflict of interest policy and code of
conduct into the By-Laws;  This may or may not happen.  If they are
added it will be as an appendix only.  I have no strong leanings on this
one since I still have to comply with the COI and COC whether an
appendix or a stand alone policy.  I think it is a good policy on the
COI and the COC will be after Director Carlson and I get our motion
passed and the COC amended.  Scott, you know I have always let you guys
know how I vote.  I think it is essential we be able to discuss the
issues with each other and make necessary changes.

- 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; Proposed BY Law 47
has been deleted and again, we have always had this option per Article
11.

- 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." See answer above.

- 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."  This seeks to limit the ARRL's
legal expenses.  I have no problem with this as it moves everything to
binding arbitration which is considerably less expensive than
litigation.  I think this one is in our financial interests. This is
actually in Proposed Article 16.

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.  Personally, I think it stinks.
Only the IAVP has a valid argument on this one and that would require a
detailed study.  This one is going down in flames…

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.
Ditto the first and last sentences of the above answer.  I am voting NO
to both.

Final Comments:

This has been a long and tedious process with the AABL revisions.  The
last several days I have received numerous angry emails from all over
the US.  I have received anonymous threats and other vile, obscene and
profane ad hominin attacks.  I have always thought the world of ARRL
members, however the last few days have really been an eyeopener.  It
has been heartbreaking to see the savagery on display by some of my
fellow amateurs.  All over what?  Bad information.   It is also wearing
on my fellow members of Board of Directors to have this sort of calumny
heaped upon them.  Based on my nine plus years of experience, the
members of ARRL Board of Directors are good, hard working hams with only
the best intentions in their hearts and minds.   We're VOLUNTEERS
fellows; remember that.  I will leave you with this final thought:  Be
kind to your fellow amateurs; you may need their help one day.

Sources

http://www.arrl.org/files/file/2017%20Board%20of%20Directors/Minutes%20of%20Special%20Board%20Meeting%20ARRL%20Board%20of%20Directors.pdf
[1]

http://cqnewsroom.blogspot.com/2017/12/changes-proposed-to-arrl-governing.html
[2]

Respectfully,

Scott Dickson, W5WZ

W5WZ at W5WZ.com

Links:
------
[1] 
http://www.arrl.org/files/file/2017%20Board%20of%20Directors/Minutes%20of%20Special%20Board%20Meeting%20ARRL%20Board%20of%20Directors.pdf
[2] 
http://cqnewsroom.blogspot.com/2017/12/changes-proposed-to-arrl-governing.html