Wednesday, January 10, 2018

CQ White Paper Follow-Up - ARRL: "We Have Met the Enemy ... and He Is Us"

A CQ White Paper Follow-Up…
ARRL: "We Have Met the Enemy … and He Is Us"

In our previous white paper on secrecy and censure at the ARRL, we asked "What is the ARRL So Afraid Of?" The answer is becoming disturbingly clear. The League's top leadership appears to be afraid of at least some members of its own board of directors, or to quote cartoonist Walt Kelly's Pogo Possum, "We have met the enemy … and he is us."

Proposed changes to the ARRL's Articles of Association and By-Laws, scheduled to be considered by the board later this month, appear to focus largely on tightening control over who may serve on the board of directors and impose Draconian sanctions on board members and officers who stray from the "party line." We find these proposals worrisome and feel they are inappropriate for a membership organization. Even more disturbing is a statement by the League's CEO that it's improper for the members to have seen these proposed changes before the board has had an opportunity to discuss and vote on them.

Expulsions: A Clarification
The proposed changes have already been making the rounds on the internet and have generated a great deal of discussion, as well as letters of concern from several major DX and contest groups and other leading hams. One of the most-widely discussed proposals is a provision allowing the League board to expel a member "for cause." To be clear, the board already has this power – Article 11 of the current Articles of Association states, in part, "Nothing herein contained shall preclude the Board of Directors from expelling a member upon good cause shown and after notice and an opportunity to be heard."  However, there is no mechanism provided for determining what constitutes "good cause" nor are there specific procedures in place for expelling a member. The proposed change provides a little bit more structure but still leaves the provision very much open to interpretation by the board. But the primary focus of this proposed change, it seems to us, is to provide a vehicle for punishing directors or officers who step out of line.

Packing the Board
One of the proposals would make the president and three vice presidents full voting members of the board of directors (except for voting on their own elections). Currently, vice presidents have no vote and the president may vote only to break a tie. Since the officers are elected by the directors rather than the members, this would create a bloc of four voting board members who are responsible only to the other directors, not directly to the ARRL membership. It would also increase the size of the board from 15 to 19 members, making it more difficult to get a majority to vote in favor of a proposal which the officers may not support. Approval of this proposal would also call into question the continued validity of the provision in Article 1 of the Articles of Association which states that, since 1915, "(t)he affairs of the corporation have been … continuously governed by a Board of Directors selected by the membership." Making officers full voting members will mean that the board will no longer be completely "selected by the membership."

Other proposals appear aimed at intimidating board members to toe the line or face sanctions up to and including removal from office by revoking the person's ARRL membership. Bottom line, if all of these proposals are adopted: If you are a director and incur the ire of 2/3 of your colleagues (including the bloc of four officers), you could not only be kicked off the board but kicked out of the ARRL, making sure you can never run for office again. Lesser sanctions, such as censure or reprimand, would also be permitted, but in these cases, the proposal states that board members or officers subject to these actions would not be given advance notice or an opportunity to be heard on the matter. This is simply unacceptable.

There are other board-directed proposals as well, such as adding a vice president (appointed by the president) as a voting member of the Executive Committee; making the attendance of vice directors at board meetings by invitation only (currently, vice directors routinely attend as observers, without the right to speak or vote unless their director is absent, but participate in informal discussions when the board is not in formal session); giving the Elections and Ethics Committee even greater power over determining who may run for office; and mandating the use of binding arbitration (rather than lawsuits) for any disagreements among board members, or between a board member and the League, that cannot be amicably resolved among themselves.

Proposals that would directly affect the members include one to remove a specific dues figure from the by-laws (meaning that a simple majority of the board would then be able to raise dues rather than the two-thirds currently required), and one to end the practice of extending life membership to a family member after the primary life member has become a Silent Key.

ARRL Leadership: Members Should Not See These Proposals Prior to Board Action
As we analyzed these proposals and began seeing letters being sent to ARRL directors by various clubs and individual members, we realized that we had not yet heard anything from League leadership as to why these changes might be beneficial (the main proposals came from the Executive Committee, not the sponsoring director as an individual). We asked CEO Tom Gallagher, NY2RF, and President Rick Roderick, K5UR, to share the perspective of ARRL leadership.

Tom Gallagher replied for both of them by a) pleading ignorance to which proposals we were asking about - "The board reviews governing document changes at almost every meeting…" - and b) by stating that the members should never have seen the proposals prior to board consideration and action. "At all times in the past, such proposals have been treated as board-confidential, transmitted only to board members for their consideration before any public discussion. Apparently, a recipient of that material has seen fit to distribute these draft documents publicly, before his colleagues have had a chance to review them." 

CQ's Perspective
In our view, this is a) not quite accurate, and b) illustrative of the problem we've been highlighting for many months. We recall that, back in the 1980s and '90s, at least one director would regularly review proposals coming up for board action with his "cabinet" (assistant directors, section Field Organization leaders and club presidents) prior to board meetings to seek their input and guidance on making his voting decisions. There was never a suggestion that this might in any way be improper.
The second problem is that keeping proposed changes "board-confidential" until after the board has acted on them takes away the members' rights and responsibility to provide guidance to their elected representatives and perhaps influence the decision-making process. This is how a membership organization and a representative democracy work. Imagine if bills before Congress were kept secret until after the members had voted on them; or proposals before the FCC were not made public prior to a Commission vote. At that point, it would be too late for the people casting the votes - be they FCC commissioners, members of Congress or ARRL directors - to hear all sides and perhaps consider changes that might accomplish the same goals while satisfying the majority of people with concerns. It is much easier to change a proposal prior to enactment than to later amend or rescind it. Airing proposals prior to a vote encourages "getting it right" the first time rather than needing to go back and try to "fix" things after the fact.
We congratulate the League director(s) - whomever he/she/they may be - who "(saw) fit to distribute these draft documents publicly" prior to the board meeting, so that we as a community might engage in civil discussion and debate ahead of any vote and provide guidance to our elected representatives on the different viewpoints of the members they represent. We encourage all ARRL members to review these proposals and make your views known - whatever they may be - to your elected representatives. Openness and transparency make for good governance; secrecy does not. The board meeting is on January 19th and 20th.