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For your review:
Date:
Wed, 10 Jan 2024 12:44:54 -0800
From:
"Marty Woll" <n6vi@socal.rr.com>
To:
"sccc" <sccc@contesting.com>
Subject:
[SCCC] Report of ARRL 1st VP
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<006801da4405$de22f890$9a68e9b0$@socal.rr.com>
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Hi,
all.
Here
is some candid information from the outgoing ARRL First Vice President
Mike
Raisbeck K1TWF to give you what I consider an unbiased view of current
ARRL
Board issues. Mike has released this for public consumption. It is
lengthy
but is worth the read.
Marty
N6VI
1st
Vice President Report to the Board January 2024
I've
been the 1st VP for four years now, and a Vice-Director for
twenty-three
years before that - a quarter century in all. The truth of the
matter
is that for me the last four years have been quiet. COVID has had a
lot
to do with this - hamfests and similar gatherings are only now coming
back
into fashion. This inactivity has been a bit disappointing, but reality
is
what it is. In any case, this could well be my last 1st VP report, so I
thought
I would take up a few more pages than usual to lay out my thoughts,
and
to get some discussion going that might, in the long run, help lead the
Board
in some more fruitful directions. I have several concerns, all of them
centering
on matters of ethics and fairness. These are:
-
What is a not-for-profit and what does that mean for the way we conduct
our
affairs
-
The highly unethical nature of the "Shadow Board"
-
The meaning and importance of Board transparency
-
Equal representation for our members
-
Restructuring the Ethics and Election Committee
I
have also included some hints as to how these problems might be remedied.
I.
What it Means to be Not-for-profit
We
are NOT a for-profit organization, though considerations of long-term
financial
viability are hugely important. I applaud those who have been
focusing
on our finance-related problems and applying their substantial
business
experience. However, I repeat, we are NOT a for-profit
organization.
This difference between for-profit and not-for-profit
organizations
rests in the goals. To be for-profit defines the primary goal
as
optimizing financial payoff to stakeholders. There may be other goals,
but
they are secondary to generating ROI. In contrast, to be not-for-profit
defines
the primary goal as promoting a particular and generally
non-monetary
cause. Financial optimization is an important secondary goal,
but
it is only secondary.
What
does this mean for the League? It means that our primary focus is
promoting
Amateur Radio, the people who practice it, and above all, our
members.
Increasing interest in the hobby is something we all strive for,
and
I personally think we can make progress, even against the demographic
tide
that our ageing membership presents. But, contrary to the tenor of much
Board
conversation over the last few years, a shrinking membership will not
kill
the League. Membership has varied at different times in our history. It
started
at zero when the League was founded and has generally, though not
universally,
grown over the years. At every step, the League has adjusted to
serve
the membership it had. Shrinking membership is only an existential
threat
if we fail to manage the organization's size and scope appropriately.
So,
let's bring the panic level down a few notches. Let's continue to try to
grow
the hobby, and thereby League membership, but let's acknowledge that if
we
can't grow the membership, we can simply scale down a bit. The ROI in
financial
terms will be smaller, but that is secondary. The ROI in terms of
supporting
our members and our hobby will remain sound.
II.
The "Shadow Board" and its Ethical Ramifications
As
all of you are aware, we have, over the last two years or so, developed
what
I call a "Shadow Board." Those on the Shadow Board, roughly 10
Directors,
apparently meet periodically to discuss Board matters, including
proposed
motions and actions. The remaining Directors are excluded along
with
the other Board officers. To the best of my knowledge, no formal
reports
or minutes of these meetings have been prepared, and certainly not
shared
with the rest of the Board. This is highly unethical, and highly
damaging
to the Board and to the League. Let me give some background
information,
then I will describe why this is unethical. First, I should
describe
my own board experience, which will give you an idea of where my
views
originate. I have been on several small and modest sized
not-for-profit
boards, including everything from the local radio club and a
large
charter school to the organization, FEMARA, that runs the New England
Convention.
I have also been on numerous municipal boards, both elected and
appointed.
A number of the League's Board members, past and present, have
had
similar experiences, and I believe some number of you also have
experience
on for-profit boards.
I
am most familiar with the municipal realm in Massachusetts, though I can
assure
you that the ethical and legal considerations are identical, or
nearly
so, in every state of the Union. Look up "Open Meeting Laws". In the
government
regulatory sphere there are very strong ethical and legal
requirements
surrounding the holding of unannounced or covert board
meetings.
In this context "meeting" generally means any gathering, physical
or
virtual (including some serial conversations), of a quorum of a board. If
a
town board were to be caught having shadow meetings such as our Board is
doing,
the participants would find themselves before a superior court judge
and
in very hot water within days and would be the subjects of state ethics
commission
investigations. So, what does this have to do with the board of a
not-for-profit?
First, let's consider why the rules for municipal boards are
what
they are. There is in the public sphere a general public right to know
what
the leaders are doing. This is critical if the public is to reasonably
and
rationally select, by election or through appointment by elected
officials,
those who would govern them. It is this purpose that leads to the
demand
for transparency, which I discuss later in this report.
So
how does this rationale apply to other boards, not-for-profit or
otherwise?
That depends on the nature of the board. For many not-for-profit
organizations,
perhaps it does not. Many, the majority I believe, of
not-for-profit
boards are self-selecting. The board members choose their
peers
and successors, often based on how deep their pockets are. There is no
"public"
in the same sense as the term applies to governmental boards. While
in
these cases cutting some board members out of board discussions may not
be
the best of governance practices, it does not necessarily damage the
process
by which the board is selected. This rationale applies as well to
for-profit
organizations with private or closed boards. The League does NOT
have
this kind of board. Directors are periodically elected by members based
on
geographic areas. Our model is very much like that of a governmental
unit,
a town, state, or country. Our members pay for their vote with their
dues.
And the geographic aspect makes it even more important to include
every
Board member fully in the decision-making process. Exclusion of any
Director
from discussions is, in effect, disenfranchising the members of
their
division.
So
how did this "shadow board" come to be? An underlying current has been
the
allegation of serious breaches of board confidentiality on the part of
several
Directors in the "out" group, and this has been given, implicitly
and
explicitly, as a reason for excluding some people. I have heard similar
allegations
aimed at Directors in the "in" group. But when I've asked those
involved
on either side to give me real details I must say, with perhaps one
notable
exception, that very little has been presented that would convince
me
we have a problem. Furthermore, to the extent that there have been
breaches,
how severe have they been? There are, to be sure, topics that
demand
Board confidentiality; personnel matters and certain business
negotiations
being at the top of the list, but the vast bulk of what we do
is
rather mundane, and assigning undue importance to confidentiality in
these
areas is largely an exercise in exaggerated self-importance.
Our
"shadow board" involves Directors elected by roughly two thirds of our
membership.
Conducting business as it does deprive one third of our
membership
of effective representation. Perhaps this is not illegal,
although
I'm sure that an enterprising attorney could construct a civil case
that
would at least get through the courthouse door. But it utterly fails
the
"smell test." It is wrong, it is unethical, it is harmful to the League
and
its membership, and it needs to stop. NOW. How might we protect the
league
from things like this in the future and make clear to our members
that
we take representing them seriously? I would propose something like
this
in the standing orders: "Whenever a quorum of the Directors meets, in
person,
virtually, or mixed, the meeting shall be announced to the entire
Board
and access to the meeting shall be given to all Directors, Vice
Directors,
and Officers." This is clear and concise but is far less onerous
than
the rules that apply to governmental entities.
III.
The Nature of Board Transparency
One
can and should infer from the previous sections that Board transparency
is
necessary for a healthy Board elected by the membership. It is, perhaps,
not
the kind of transparency that some critics of the League have called
for,
such as live broadcasts of Board meetings, though this argument could
certainly
be made. The point of transparency is that both League members and
Board
members should have sufficient information to carry out their roles. I
see
two areas in which our Board is lacking. First, our reporting of major
actions
is weak. The Board minutes that we feed to our membership seem
designed
to minimize disclosure to a fairly superficial level. Over the
years
we have intentionally avoided or minimized details of our
deliberations;
we have had specific discussion on this topic at Board
meetings.
Furthermore, we have been less than diligent in distributing what
information
we do reveal to our members in a timely fashion. In addition, we
don't,
as a matter of course, report who voted and how, unless someone
requests
a roll call, and when several Directors did start exercising this
power
more frequently, the Board voted to change the rules to make roll call
votes
more difficult. The rational as I understand it was that the roll
calls
were taking too much time. This is as specious an excuse as one could
muster.
In fact, why not record votes on every motion? The technology exists
to
do this easily and quickly, or it could simply be done by the Secretary.
Reticence
to record votes has far more to do with avoiding embarrassment on
the
part of the Directors than with saving time at the meetings. Can we do
anything
about this? Of course, and easily. I would propose adding something
like
the following to the Standing Orders: "All votes of the Board shall be
recorded,
including who voted and how, and, except in the case of votes made
during
executive sessions, immediately reported." This brings me back to the
topic
of Board confidentiality, already mentioned above in the previous
section.
Yes, there are certain things that should not be publicly
disclosed,
or should be disclosed only at a high level: personnel matters,
legislative
negotiation strategies, and certain sensitive business
negotiations.
There is good reason to be careful in these areas. However,
such
matters are generally easy to discern. Few of the cases of alleged
breach
of confidentiality that have come to my attention have had much
impact
in these arenas. So, what is the real reason for the Board's
obsession
with secrecy and confidentiality? As mentioned above, it is
clearly
the desire to avoid embarrassment (and perhaps even
accountability?).
This raises a HUGE RED FLAG. We've all experienced
embarrassment
and it isn't pleasant, but fear of embarrassment is also a
very
important signal that warns us when we are on a path that is ill
advised,
unethical, or worse, and that requires some serious rethinking.
IV.
Equal representation for all members
We
are a membership organization with an elected board. As such, each
member's
vote should be counted roughly equally. Sadly, and as we all know,
this
is far from the case. The following chart reveals the numbers of full
members
in each division as of last November with the relative value of a
single
member's vote in each division. The disparity is appalling. The vote
of
a member in the Southeastern division is worth one-fifth of that of a
member
in the Dakota division:
Division
Full Members Vote Value Relative to
Average
Atlantic
11464 0.8
Central
9306 1.0
Dakota
3052 3.0
Delta
6676
1.4
Great
Lakes 11037 0.8
Hudson
4857 1.9
Midwest
5991 1.5
New
England 8236 1.1
Northwest
11317 0.8
Pacific
8872
1.0
Roanoke
11693 0.8
Rocky
Mountain 6990 1.3
Southeastern
14101 0.6
Southwestern
10655 0.8
West
Gulf 11043 0.8
total
full members 135290 average division 9019
There
will never be perfection, as division membership numbers change over
time.
Nonetheless, considerations of fundamental fairness dictate that the
League
do something to level the playing field. Our members all pay the same
dues;
they deserve the same rights. The status quo is simply not defensible
on
ethical grounds. There are multiple possible solutions to this problem,
all
easy to describe but politically difficult to implement. But the problem
must
be solved. A good start would be to define boundary goals. Perhaps we
should
add something like this to our bylaws: "The number of members
entitled
to vote in each division shall be between 80% and 120% of the
number
in an average sized division." By this standard, only four divisions
currently
pass muster - Central, New England, Pacific, and Southwestern.
V.
The Ethics and Elections Committee
The
Board has for many years relied on an Ethics and Elections committee as
a
mechanism for managing questions of ethics and propriety. Any objective
analysis
of its efficacy would conclude that the results have been mixed at
best.
On smaller details having to do with the conduct of elections, the
committee
has mostly been able to bring order when needed. But on some of
the
truly important matters, the Committee has failed, leading to
accusations
of weaponization, arbitrariness, and bias. I will note three
situations
that have arisen in recent years to illustrate this.
In
one, a Director was censured for activities characterized as breach of
confidentiality
when, in fact, the underlying "offense" was an encounter
between
the Director and a Board Officer at a Board meeting, one that some
Board
members found to be unacceptable. The result has fueled anti-League
rhetoric
and damaged the reputation and stature of the Board.
In
another, a Vice-Director was denied the right to run based on an
interpretation
of conflict of interest that can, at best, be characterized
as
convoluted and tortured. Much to his credit, that Vice-Director took the
long
view and has since returned to the Board as an elected Director. An
interesting
side note is that a few years later, a Director candidate found
himself
in a very similar situation, and there was no action by the E&E.
Inconsistent
results like this damage the League.
In
the most recent, a Director proposed to publish a book that was in
violation
of any reasonable interpretation of conflict of interest. The E&E
gave
an initial OK, a decision that in itself was impossible to justify,
then
backtracked on that approval claiming that important information had
been
withheld, though the proposed publication would have been, with or
without
the withheld information and beyond any doubt whatever, a violation
of
conflict of interest. The result was a kerfuffle that cast the League in
a
most unfavorable light, and which gave the Director plenty of ammunition
to
criticize the Board.
In
summary, on big issues our Ethics and Elections committee has been an
almost
total flop. While it might be tempting to criticize the individual
Directors
on that committee, in fact, each of the three E&E committees
involved
in the cases above had a different membership. The problem would
seem
to have less to do with individuals than with a flawed process. One
important
flaw is that the committee makeup changes frequently due to our
rules
about who may serve on it. The short terms served on the committee
have
led to inconsistency from year to year, inconsistency that from the
outside
is perceived as arbitrariness. Another is that information and
history
do not seem to pass easily from one E&E to another. We keep trying
to
reinvent the wheel.
One
thing that is not a flaw is the various pieces of Board policy and
Connecticut
law that together form our code of conduct. While it is always a
good
idea to periodically review and update the code of conduct, the
periodic
attempts to "fix" the codification of the code amount to no more
than
rearranging the deck chairs on the Titanic, and doing so will not fix
the
problems with the E&E. Recent history shows that our problems lie not in
the
details of that code, but rather in the inconsistency of its
application.
Many
boards of all sorts now call upon third-party organizations to vet
ethical
issues. We might be well advised to do this, as has been discussed
several
times in Board meetings. The following, framed as a bylaw change, is
one
way to proceed: "The President, or a committee appointed by the
President,
shall find and recommend an outside firm to investigate and
adjudicate
matters of Board ethics and election conduct." Another approach
might
be to enlist past Directors, Vice-Directors, and Officers, now
presumably
detached from the Board nitty-gritty but still familiar with the
general
operations, to take on this role. This would be less expensive and
arguably
would lead to an E&E better informed about board and election
operation.
"The Board shall elect an Ethics and Elections committee made up
of
3 individuals who have served, but are not currently serving, as
Director,
Vice-Director, or Board Officer."
VI.
Summary
In
the previous sections I've laid out what I believe to be some of the most
pressing
issues challenging the Board today. To reiterate:
-
Balancing our not-for-profit character with the need for sound business
management
-
The threat posed by the "Shadow Board"
-
Living up to our duty of transparency
-
Equal representation for our members
-
Fixing the Ethics and Election Committee process
These
are challenges not to the body of the League, but to its soul. Things
like
cash flow, building up an endowment, or increasing the membership are
more
practical problems, and we have on the Board and at the helm of the
League
people who are willing, able, and eager to tackle them. I've also
sketched
out possible solutions to the problems I've described. These would,
of
course, need to be fleshed out and made into motions, but that shouldn't
be
too hard to do. I would be happy to assist.
VII.
And Now for a Final
It's
time to wrap things up. I've been on this Board for 25 years now. It's
been
quite a ride. I've served under five presidents, survived no-code
licensing,
battled for antenna rights in the courts, fought in the
"Vice-Director
War", and gotten to know some very fine people in the
process,
many still with us, a few, sadly, no longer. I could try to name
you
all, but the list would be long, and I would no doubt omit someone
important.
But I will call out one old friend, no longer with us, whom I
sorely
miss. That would be Pacific Division Director Jim Tiemstra. Those who
knew
him may recognize some of his ideas in the preceding pages. I am not
yet
done with League service, but I may be entering something of a hiatus.
For
now, I'll be building up the veggie farm, finally putting my antenna
farm
back together, busying myself with town politics, sliding into
professional
retirement, and generally looking for new ways to get in
trouble.
73,
Mike
Raisbeck k1twf
1st
Vice President
72/73
John Kitchens, NS6X
805.216.2569
NS6X@arrl.org
PO Box 178
Somis, CA 93066
ARRL Santa Barbara Section Manager
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