As indicated by k1ar, below is the text of the Florida Contest Group’s letter that was delivered by email to the entire ARRL BOD as well as the League CEO and other officials. Apologies if the reflector mangles the formatting somewhat. The letter is quite lengthy and detailed; there is an executive summary at the beginning of you want a brief overview of the issues.
73,
Chris WF3C
SUMMARY
The officers of the Florida Contest Group (FCG) have prepared this report to express their concerns about recent actions by the ARRL Board of Directors (BOD), and to make recommendations about items that are to be considered in the forthcoming January 19, 2018 meeting of the BOD. This document will be distributed to the ARRL Board members, President and Vice Presidents of the ARRL, the ARRL CEO, members of the FCG, and CQ-Contest@contesting.com.
RECOMMENDATIONS
-
The Policy on Board Governance and Conduct of Members of the Board of
Directors and Vice Directors should be revised to permit Directors and Vice
Directors to state their opinion of BOD policies to their constituency,
regardless of whether they support the position adopted by the BOD.
-
A proposal by Hudson Division Director Mike Lisenco N2YBB to revise the
Bylaws of the ARRL to extend voting privileges on the BOD to the President,
First and Second Vice Presidents, and International Affairs Vice President
should be voted down or withdrawn.
-
A proposal by Hudson Division Director Mike Lisenco N2YBB to revise the
Bylaws of the ARRL giving the BOD power to “eject” an ARRL member, even a
Life Member, from ARRL membership for “cause” should be voted down or
withdrawn.
-
The censure of Southwestern Division Director Dick Norton N6AA should be
formally rescinded by the BOD.
-
FCG members who is also are members of the ARRL and feel the ARRL BOD is
acting correctly in any or all of the matters outlined in this memo are
encouraged to communicate their support to the FCG officers, and to their
ARRL Division Director.
The Florida Contest Group (FCG) is an ARRL-affiliated club centered in central Florida with members throughout the state of Florida, and associate members across the world. With over 300 members, the FCG is one of the largest contest clubs in the United States.
The FCG counts among its members a number of former and current ARRL elected and appointed officials, headquarters staff, and Contest Advisory Committee members. We, the officers of the FCG, are writing to express our concern on behalf of our membership over 1.) The recently proposed changes to the ARRL Policy on Board Governance and Conduct of Members of the Board of Directors and Vice Directors, 2.) The censure of Southwestern Division Director Dick Norton N6AA, and 3.) Changes to the ARRL Bylaws that are due to be voted upon by the BOD at the January 19, 2018 meeting.
Regarding the ARRL Policy on Board Governance and Conduct of Members of the Board of Directors and Vice Directors, we understand why it is appropriate for the ARRL’s Board to publish a code outlining expectations and standards for its Members. However, we believe that some provisions of the code adopted in January 2017 are not appropriate for a membership organization such as the ARRL. Specifically, provisions of the adopted code inhibit the free communication between membership and elected officials. Such provisions make it difficult, if not impossible, to determine how individual Directors voted on specific issues, which in turn makes it difficult for members to decide for whom to cast their vote in Division-level elections. The ARRL Policy on Board Governance and Conduct of Members of the Board of Directors and Vice Directors makes it even more difficult to evaluate individual Directors’ voting records on issues of importance to the individual members. The Policy on Board Governance and Conduct of Members of the Board of Directors and Vice Directors should be revised to
permit Directors and Vice Directors to state their opinion of BOD policies to their constituency, regardless of whether they support the position adopted by the BOD.
Additionally, there are changes proposed by Hudson Division Director Mike Lisenco N2YBB to the Bylaws of the ARRL that would give voting privileges to the President, First and Second Vice Presidents, and the International Affairs Vice President. We are concerned this proposal will effectively dilute the vote of all individual ARRL members, as the President and Vice President positions are not directly elected by the membership.
Concurrently, this change has the potential to give additional, unelected representation to certain Divisions. At present, two of the three Vice Presidents who would be given voting privileges are from the Dakota Division. Already the smallest Division by population, this change would effectively give this Division three votes on the BOD. At this time, we do not believe there is a compelling reason to make such a change to the voting structure of the BOD. We believe this motion should be voted down or withdrawn.
Furthermore, Mr. Lisenco has proposed giving the BOD power to eject an ARRL member, even a Life Member, from ARRL membership for “cause.” Such “cause”
is not defined in the draft revision of the Bylaws. We believe this change represents a significant shift in the balance of power from the membership to the BOD. If a Director or a candidate hoping to become a Director were ejected from the ARRL, they would immediately be ineligible to serve.
Similar to the provisions of the ARRL Policy on Board Governance and Conduct of Members of the Board of Directors and Vice Directors, this change has the effect of centralizing power with the ARRL Board at the expense of the individual members. We believe this change to the ARRL Bylaws should be voted down or withdrawn.
Finally, recent actions of the Ethics and Elections Committee give the appearance of impropriety. By treating the disqualification of a sitting Director or candidate for Director as a personnel matter, the Ethics and Elections Committee effectively shields their standards for what is acceptable and not acceptable from any future Directors or Director Candidates. In so doing, the Ethics and Elections Committee retains the power to disqualify any candidate or sitting Director from standing for election or reelection at any time for any reason, with oversight only from the remainder of the Board. By any commonly-understood standard, an elected officer of a non-profit corporation is not an employee of that organization. Mr. Lisenco, in his communication to his constituents regarding the censure of Mr. Norton, alludes to a “personnel matter” as the reason that he cannot elaborate on the details of the accusations. These accusations, heard only by the Board in a closed session, were found to be more persuasive than the recollections, both published and unpublished, of a number of other attendees. This reliance on “personnel matters” to shield the Board’s decision-making process from viewis suspect. We believe this policy, if indeed there is a formal policy of treating the decisions of the Ethics and Elections Committee as personnel matters, should be changed to explicitly make the decision-making process of the BOD transparent to the membership.
As to the case of Mr. Norton’s censure, we are aware of two eyewitness accounts to the discussions at the ARRL Forum during the 2017 Visalia International DX Convention. Both published accounts, from unrelated attendees who do not appear to have a vested interest in the outcome of the BOD’s proceedings, indicate Mr. Norton’s actions were consistent with the requirements of the ARRL Policy on Board Governance and Conduct of Members of the Board of Directors and Vice Directors. Both accounts also agree with one another in their significant details. We in the FCG and the ARRL membership in general, have been given no reason to believe the accounts of the events of the ARRL forum as publicly provided by Mark Weiss K6FG and Tim Duffy K3LR are inaccurate or incomplete. The communication from Hudson Division Director Lisenco to ARRL members in his Division indicated there were “individual
witnesses who attended the forum in Visalia who came to us [the BOD] with a different story than those released by Mr. Norton’s purported supporters.”
Mr. Lisenco goes on to say that he “will not discuss the specific reasons enumerated as they are of a personnel nature and not appropriate for discussion.”
73,
Chris WF3C
SUMMARY
The officers of the Florida Contest Group (FCG) have prepared this report to express their concerns about recent actions by the ARRL Board of Directors (BOD), and to make recommendations about items that are to be considered in the forthcoming January 19, 2018 meeting of the BOD. This document will be distributed to the ARRL Board members, President and Vice Presidents of the ARRL, the ARRL CEO, members of the FCG, and CQ-Contest@contesting.com.
RECOMMENDATIONS
-
The Policy on Board Governance and Conduct of Members of the Board of
Directors and Vice Directors should be revised to permit Directors and Vice
Directors to state their opinion of BOD policies to their constituency,
regardless of whether they support the position adopted by the BOD.
-
A proposal by Hudson Division Director Mike Lisenco N2YBB to revise the
Bylaws of the ARRL to extend voting privileges on the BOD to the President,
First and Second Vice Presidents, and International Affairs Vice President
should be voted down or withdrawn.
-
A proposal by Hudson Division Director Mike Lisenco N2YBB to revise the
Bylaws of the ARRL giving the BOD power to “eject” an ARRL member, even a
Life Member, from ARRL membership for “cause” should be voted down or
withdrawn.
-
The censure of Southwestern Division Director Dick Norton N6AA should be
formally rescinded by the BOD.
-
FCG members who is also are members of the ARRL and feel the ARRL BOD is
acting correctly in any or all of the matters outlined in this memo are
encouraged to communicate their support to the FCG officers, and to their
ARRL Division Director.
The Florida Contest Group (FCG) is an ARRL-affiliated club centered in central Florida with members throughout the state of Florida, and associate members across the world. With over 300 members, the FCG is one of the largest contest clubs in the United States.
The FCG counts among its members a number of former and current ARRL elected and appointed officials, headquarters staff, and Contest Advisory Committee members. We, the officers of the FCG, are writing to express our concern on behalf of our membership over 1.) The recently proposed changes to the ARRL Policy on Board Governance and Conduct of Members of the Board of Directors and Vice Directors, 2.) The censure of Southwestern Division Director Dick Norton N6AA, and 3.) Changes to the ARRL Bylaws that are due to be voted upon by the BOD at the January 19, 2018 meeting.
Regarding the ARRL Policy on Board Governance and Conduct of Members of the Board of Directors and Vice Directors, we understand why it is appropriate for the ARRL’s Board to publish a code outlining expectations and standards for its Members. However, we believe that some provisions of the code adopted in January 2017 are not appropriate for a membership organization such as the ARRL. Specifically, provisions of the adopted code inhibit the free communication between membership and elected officials. Such provisions make it difficult, if not impossible, to determine how individual Directors voted on specific issues, which in turn makes it difficult for members to decide for whom to cast their vote in Division-level elections. The ARRL Policy on Board Governance and Conduct of Members of the Board of Directors and Vice Directors makes it even more difficult to evaluate individual Directors’ voting records on issues of importance to the individual members. The Policy on Board Governance and Conduct of Members of the Board of Directors and Vice Directors should be revised to
permit Directors and Vice Directors to state their opinion of BOD policies to their constituency, regardless of whether they support the position adopted by the BOD.
Additionally, there are changes proposed by Hudson Division Director Mike Lisenco N2YBB to the Bylaws of the ARRL that would give voting privileges to the President, First and Second Vice Presidents, and the International Affairs Vice President. We are concerned this proposal will effectively dilute the vote of all individual ARRL members, as the President and Vice President positions are not directly elected by the membership.
Concurrently, this change has the potential to give additional, unelected representation to certain Divisions. At present, two of the three Vice Presidents who would be given voting privileges are from the Dakota Division. Already the smallest Division by population, this change would effectively give this Division three votes on the BOD. At this time, we do not believe there is a compelling reason to make such a change to the voting structure of the BOD. We believe this motion should be voted down or withdrawn.
Furthermore, Mr. Lisenco has proposed giving the BOD power to eject an ARRL member, even a Life Member, from ARRL membership for “cause.” Such “cause”
is not defined in the draft revision of the Bylaws. We believe this change represents a significant shift in the balance of power from the membership to the BOD. If a Director or a candidate hoping to become a Director were ejected from the ARRL, they would immediately be ineligible to serve.
Similar to the provisions of the ARRL Policy on Board Governance and Conduct of Members of the Board of Directors and Vice Directors, this change has the effect of centralizing power with the ARRL Board at the expense of the individual members. We believe this change to the ARRL Bylaws should be voted down or withdrawn.
Finally, recent actions of the Ethics and Elections Committee give the appearance of impropriety. By treating the disqualification of a sitting Director or candidate for Director as a personnel matter, the Ethics and Elections Committee effectively shields their standards for what is acceptable and not acceptable from any future Directors or Director Candidates. In so doing, the Ethics and Elections Committee retains the power to disqualify any candidate or sitting Director from standing for election or reelection at any time for any reason, with oversight only from the remainder of the Board. By any commonly-understood standard, an elected officer of a non-profit corporation is not an employee of that organization. Mr. Lisenco, in his communication to his constituents regarding the censure of Mr. Norton, alludes to a “personnel matter” as the reason that he cannot elaborate on the details of the accusations. These accusations, heard only by the Board in a closed session, were found to be more persuasive than the recollections, both published and unpublished, of a number of other attendees. This reliance on “personnel matters” to shield the Board’s decision-making process from viewis suspect. We believe this policy, if indeed there is a formal policy of treating the decisions of the Ethics and Elections Committee as personnel matters, should be changed to explicitly make the decision-making process of the BOD transparent to the membership.
As to the case of Mr. Norton’s censure, we are aware of two eyewitness accounts to the discussions at the ARRL Forum during the 2017 Visalia International DX Convention. Both published accounts, from unrelated attendees who do not appear to have a vested interest in the outcome of the BOD’s proceedings, indicate Mr. Norton’s actions were consistent with the requirements of the ARRL Policy on Board Governance and Conduct of Members of the Board of Directors and Vice Directors. Both accounts also agree with one another in their significant details. We in the FCG and the ARRL membership in general, have been given no reason to believe the accounts of the events of the ARRL forum as publicly provided by Mark Weiss K6FG and Tim Duffy K3LR are inaccurate or incomplete. The communication from Hudson Division Director Lisenco to ARRL members in his Division indicated there were “individual
witnesses who attended the forum in Visalia who came to us [the BOD] with a different story than those released by Mr. Norton’s purported supporters.”
Mr. Lisenco goes on to say that he “will not discuss the specific reasons enumerated as they are of a personnel nature and not appropriate for discussion.”
Comment