Proposed Changes to ARRL By-Laws 42 and 46
November 19, 2024
Proposed Changes to ARRL By-Laws 42 and 46
Prepared by the ARRL Special Committee on By-Law 46 Revisions
Files and Links
Committee Report (PDF) • Proposed By-Law 42 (PDF) • Proposed By-Law 46 (PDF) • Proposed Statement of Board Member Authority, Responsibility and Expectations (PDF) • Frequently Asked Questions (FAQ) • Additional Information
Introduction
At the January 2024 ARRL Board meeting, a special purpose committee to review and improve the current By-Law 46 and By-Law 42, the chartering section for the Ethics and Elections Committee (E&E), was created: the ARRL Special Committee on By-Law 46 Revisions. The charge to the committee was to develop a standard so that all Board members understood their authority and responsibility, and what was expected of them under the law, Governing Documents, and the Director Workbook. The committee was also instructed to develop a process free from bias and free from undue influence within the Board to evaluate whether an accused Board Member violated their ethical, legal, or fiduciary duty.
The Committee has completed its work. The committee’s report, its proposed revisions to ARRL By-Laws 42 and 46, and a proposed Statement of Board Member Authority, Responsibility and Expectations are available to members and the public here:
- Committee Report (PDF)
- Proposed By-Law 42 (PDF)
- Proposed By-Law 46 (PDF)
- Proposed Statement of Board Member Authority, Responsibility and Expectations (PDF)
Summary of Proposed Changes
ARRL is a nonstock nonprofit corporation incorporated in the State of Connecticut. As such, all members of the ARRL Board of Directors are subject to provisions of the Connecticut Revised Nonstock Corporation Act. In essence, the Act requires Directors to support and do no harm to the organization. Directors are also subject to the ARRL Governing Documents (By-Laws, Article of Association, Rules and Regulations) and the Director Workbook. ARRL corporate counsel has expressed concern that guiding standards for Board Members are scattered amongst many documents. The Board’s Code of Conduct was suspended in 2019 along with a commitment to revise and modernize that document. The work was never completed. Therefore, the ARRL Special Committee on By-Law 46 has proposed that the ARRL adopt a Statement of Board Member Authority, Responsibility, and Expectations to provide all Board Members with easy access to what is required of them and a simple way to certify that they have read, understand, and will abide by the requirements for Board Members.
Without a standard of expectations for Board Members, there is no clear-cut procedure to resolve accusations of Board Member misconduct or violations of their ethical, legal, and fiduciary duties. The existing By-Law 46 is currently the only By-Law section providing guidance in such issues and only for issues of Conflict of Interest and failure to maintain Board confidentiality. This By-Law also has a significant flaw in that Directors accused of the severest form of Conflict of Interest violation may be found ineligible to serve on the Board with only a simple majority vote of the Board. This does not provide sufficient protection for accused Board members.
The proposed revised By-Law 42, the chartering document for the Ethics and Elections Committee (E&E), has two new sections. One new section specifies that in case a preliminary investigation by E&E indicates that a Board Member violation may have occurred, all evidence and the results of the investigation be turned over to a neutral independent Third Party to determine if a violation of any ethical, fiduciary, or legal duty has occurred. The Third Party would have no connection whatsoever to the ARRL or its corporate counsel. The Third Party could be a retired judge or a legal firm with the ability to conduct such investigations.
Another change to By-Law 42 states that if a member of E&E is accused of a violation, that member would recuse themselves from E&E for the duration of the investigation. The President would appoint a temporary replacement to the committee.
The final change to By-Law 42 states that candidates for office may appeal decisions by E&E. The appeal will be referred to a neutral independent Third Party, as described above.
Proposed changes to By-Law 46 define a clear process to follow when adjudicating an accusation of a Board Member violation of their ethical, legal, or fiduciary duty. If E&E reviews an allegation and agrees that a violation occurred, all evidence and findings would be turned over to the neutral independent Third Party. The subject of the investigation may also present relevant evidence to the Third Party that no violation occurred. After conducting its own investigation, the Third Party would report whether any violation exists to the E&E. If the finding is that no violation occurred, the investigation ends. If the Third Party finds a violation occurred, E&E will identify an appropriate remediation and present the results of the investigation and their proposed remediation to the full Board. In case of a severe violation, E&E could recommend that the Board Member is ineligible to serve or continue to serve on the Board. A super-majority 2/3 vote of the Board would be required to affirm that recommendation. For lesser remediations, such as the lowest levels of recusal, only a simple majority vote would be required.
The proposed By-Law 46 also defines a Statement of Board Member Authority, Responsibility and Expectations. This is a summary of currently existing State Statute, Governing Documents, and the Director Workbook. No new requirements have been defined or added. To be sure that candidates for Board positions and those on the Board understand what is required of them, they would be asked to certify by signature that they have read, understand, and will abide by the provisions of the Statement. All Board Members would be required to annually recertify that they have read, understand and will abide by the provisions of the Statement.
Like many other states, Connecticut State Statute does not allow an elected Board to remove a member of that Board without taking legal action or asking the membership to recall that member. However, the ARRL By-Laws already include “ineligibility” of a Director. ARRL Corporate Counsel has determined that affirming that a Director is ineligible is not removal. Rather, it results from actions on the part of the Director to render themselves ineligible. The Office of the Connecticut State Attorney General has indicated to ARRL Connecticut Counsel that it would be extremely unlikely to initiate an investigation or pursue litigation regarding the legality of this provision under its ultra vires (violation of an organization’s authority) policing authority.
Frequently Asked Questions (FAQ)
1. Why are these ARRL By-Law revisions needed?
Without a standard of expectations for Board members, there is no clear-cut procedure to resolve accusations of Board member misconduct or violations of their ethical, legal, and fiduciary duties. The existing By-Law 46 is currently the only By-Law section providing guidance in such issues and only for issues of Conflict of Interest and failure to maintain Board confidentiality. This By-Law also has a significant flaw in that Directors accused of the severest form of Conflict of Interest violation may be found ineligible to serve on the Board with only a simple majority vote of the Board. This does not provide sufficient protection for accused Board members.
2. Why now?
At the Board’s 2024 Annual Meeting in January, Board Members unanimously voted to approve the establishment of a committee appointed by the President to assure the existence of a set of ethical standards and guidelines as called for in ARRL By-Law 42. In addition to the guidelines, the committee was tasked to review By-Laws 42 (Ethics and Elections Committee) and 46 for possible revision.
3. Who was on the committee?
The committee was chaired by ARRL International Affairs Vice President Rod Stafford, W6ROD, a former attorney and retired California Superior Court Judge. Stafford has also served as ARRL President (1995-2000), and International Amateur Radio Union Secretary.
The committee included these members:
- ARRL International Affairs Vice President Rod Stafford, W6ROD, Chair
- First Vice President Kristen McIntyre, K6WX (a former E&E Chair)
- Midwest Division Director Art Zygielbaum, K0AIZ (a former E&E Chair)
- Dakota Division Director Bill Lippert, AC0W
- Delta Division Director David Norris, K5UZ
- Central Division Director Carl Luetzelschwab, K9LA
- Rocky Mountain Division Director Jeff Ryan, K0RM
- Southeastern Division Director Mickey Baker, N4MB (current E&E Chair)
- Great Lakes Division Director Scott Yonally, N8SY
The committee also engaged ARRL’s Connecticut counsel, which reviewed the wording of all documents.
4. Are the proposals based on documents that are available to all ARRL members?
Yes. All documents related to these proposed revisions are available to ARRL members. ARRL’s Governing Documents (Articles of Incorporation, By-Laws, and Rules and Regulations) have all been publicly available on the ARRL website for years. At the January 2024 ARRL Board Meeting, a motion was passed to also make the Director Workbook available.
5. Are the recommendations designed to keep secrets?
There are no additional requirements, and nothing added, based on current Governing Documents (By-Laws, Articles of Incorporation, and Rules and Regulations) and the Director Workbook. Board confidentiality is required by State Statute and common corporate practice in areas of strategic/tactical planning and in cases of human relations (HR) issues.
6. Can the Board remove a Director?
No. The current By-Laws allow a finding of ineligibility in cases of a severe violation of conflict of interest as well as in the case a Director moves his/her residence outside of the geographical area of their Division. It is true that Connecticut State Statutes, like those in many other states, do not allow the removal of a Director by the Board except through legal action or by asking for a recall by the members. ARRL Connecticut Counsel has determined that a finding of ineligibility is not removal. Ineligibility results from an action a Director takes to render themselves ineligible to serve or continue to serve as a Director. The Office of the Connecticut State Attorney General has indicated to ARRL Connecticut Counsel that it would be extremely unlikely to initiate an investigation or pursue litigation regarding the legality of this provision under its ultra vires (violation of an organization’s authority) policing authority. But a finding of ineligibility, as explained in the proposed By-Law 46, is very hard to affirm. The process involves a neutral independent Third Party and a super-majority 2/3 vote of the Board. The current By-Law 46 allows a Director to be found ineligible with only a simple majority vote. The proposed By-Law provides increased protection for an accused Director.
7. In case of a suspected violation of fiduciary duties, does the accused have the ability to defend themselves?
The accused will have the ability to provide evidence to the neutral independent Third Party that no violation of ethical, legal, or fiduciary duty occurred. If the Third Party finds that a violation occurred, the issue will be discussed before the full Board before a vote is taken. The accused will have ample opportunity to be heard during that discussion.
8. Is it true that the goal of this proposal is to eliminate dissent from the Board?
Absolutely not true. The goal is to be sure that all Board Members understand their authority, their responsibility, and what is expected of them under the current Governing Documents and State Statute. In fact, the strengthened and well-defined process of dealing with violations of ethical, legal, or fiduciary duties provides more protections than now exist.
9. Does this proposal take revenge against meddlesome Directors, and prevent new thinkers from being elected?
The proposal is designed to make sure that ARRL as a 501(c)(3) organization is protected from a Director violating their ethical, legal, or fiduciary duties as defined by State Statute and the Governing Documents (By-Laws, Articles of Incorporation, and Rules and Regulations, and the Director Workbook. Under this proposal, a Director has stronger protections against findings of a violation. The intent is to strengthen the Board and, thereby, ARRL. Members seeking a position on the Board will likely find the opportunity more attractive because of a well-defined method for understanding the job that is expected and because of stronger protections so that they can participate in helping ARRL meet its mission and goals.
- Current ARRL By-Laws (PDF) as amended through January 2024
