Wednesday, December 27, 2017

Changes Proposed to ARRL Governing Documents

The ARRL board of directors will be considering a proposal at its January meeting to make significant changes to the League's Articles of Association and By-Laws. A three-fourths vote of the board is required to change the Articles of Association or the By-Laws, but that drops to two-thirds if the proposed changes have been mailed or e-mailed to all directors at least 30 days before voting.

Among the proposed changes, a simple majority of the board of directors will be able to revoke League membership "for cause" and the board will be able to remove directors by revoking their League membership; lesser disciplinary actions against board members, such as censure, will be allowed without the member receiving advance notice or an opportunity to respond to allegations. In addition, current, past and future board members will be prohibited from suing the League or fellow board members, with all disputes instead being required to go to binding arbitration without the possibility of appeal.

According to a draft of the proposals received by CQ, highlights of the proposed changes include:

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."

The complete text of the current Articles of Association and By-Laws, with proposed deletions (crossed out) and additions (underlined) may be viewed online at <>.

 [Update 12/29/17]
A second, separate, motion 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.

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.

The full text of this proposal may be found at <>.

Comments regarding either or both of these proposals should be made to your division director prior to the League's first 2018 board meeting, scheduled for mid-January.