ARRL Board Political Disqualification, Code of Conduct, and Censure Activity

Response by Norton to complaint from E&E Committee - June 9 2017

From: Richard J. Norton
Date: Fri, Jun 9, 2017 at 10:50 PM
Subject: Reply to E&E Request of May 19
To: Tom Frenaye, "Pace, Jim, K7CEX", Kermit Carlson

Directors Frenaye, Carlson, and Pace:

I am in receipt of your electronic letter of May 19. This is the main body of my response. An appendix that follows covers an important aspect that you should also note.

The "Complaint"

The "complaint" contains the fallacious and wildly exaggerated claim:

Today's email in which Mr. Norton once again becomes exceedingly personal is but one in a line of public tirades that consistently cross the line to bad behavior.

Ethics

There has never been a single instance of anything I've ever said that was anything but fact. I am on record saying that should anyone show me an example of anything I've ever said that was untrue, I would retract it and post a correction.

I take my fiduciary duty very seriously. I strongly believe all directors should hear all sides of all issues under deliberation. I have never attempted to influence a vote by withholding information that, although factual, might cause a director to oppose my position.

I have never falsely reported facts or invented stories, and am not pleased to have to research pronouncements of others to confirm or deny their truthfulness.

I am very aware of the standards concerning speech that our society has established under libel and slander laws. The legal definition of both libel and slander concerns defamation that includes untrue statements. I scrupulously edit any comments I make for adherence to truth.

I have attempted to engender truthfulness and openness, and where actions have taken place that conflict with these values, I have at times spoken out against the actions.

My reputation regarding ethics is as solid, if not more so, than that of any other ARRL board member. I was elected to the Contest Hall of Fame, primarily for my work in developing standards and means of enforcing contest honesty and accuracy. A many-year effort was required to clean up the contest community, and I'm proud to say that, particularly in the USA, my objectives were achieved.

Also, in past years, the Committee should note that I've given the presentation related to ethics at the Dayton Hamvention-connected Contest University. My reputation for ethical behavior is strong in the Amateur Community.

Details of the Cited Critique of Imlay's Actions

Careful reading of my correspondence will show that it factually discussed two situations where Mr. Imlay's communications were deficient and adversely affected my ability to carry out my fiduciary duty as a director of the League. Nowhere was it personal. My correspondence expressed not only that I was dissatisfied with Mr. Imlay's services in the two instances specifically mentioned, but also that the entire board now needs to question any advice that he may give us .

1) Failure to Convey Important Information to the Board (With Financial Conflict-of-Interest)

Many months after it was provided to Mr. Imlay, I became aware of information generated by Vice Director Stratton which raised serious questions about the compromise language in the League's HOA-related lobbying effort. I had supported the League's efforts in this regard in spite of the total lack of division member requests for such action. After I saw the Stratton memo, I was upset at having not paid attention to the current details of the bill's language.

Mr. Imlay should have immediately forwarded the Stratton information to the entire board, and if he disagreed with any of it, he should have told us why. I have spent plenty of money on lawyers (in seven figures over the last number of years), and if a lawyer working for me had withheld information that critical, he would have been fired.

My message to the board was to alert them to the existence of the glaring flaws in the bill that could adversely impact some amateurs if the bill becomes law. Today, there is more information on the matter that the board will be hearing in the near future.

Additionally, Mr. Imlay has a clear financial conflict-of-interest in this matter, as he is paid for his work on this bill based on time spent. To have kept the board in the dark, under circumstances where the board might have reduced or terminated the funding of his efforts, is behavior beyond ethical limits. For me to have to defend my criticism of Imlay's action against a claim that it was not collegial is outrageous.

2) Misrepresentation of Legal Advice

I had relied on Mr. Imlay in the past to provide the board with legal advice. I was shocked to find that he was not licensed to practice law in Connecticut, but that's another matter for another time.

At the March 2017 EC meeting, Mr. Imlay gave the clear impression that the League's governance structure was illegal. I believed him, and had been considering what should be done about the situation. I had not read and thoroughly analyzed the Day-Pitney memorandum at the time and thus defaulted to trusting Mr. Imlay's summary. When Vice Director Tiemstra clearly showed Mr. Imlay's interpretation had been grossly exaggerated at best, I was once again very displeased with both Mr. Imlay's advice and the way it was presented.

The board and officers of the League have become politically polarized. It appears that Mr. Imlay is taking direction from one political wing, and not being honest with the entire board when he makes what are clearly politically-inspired pronouncements.

If Mr. Imlay had acted ethically, he would have prefaced his remarks with comments about the political nature of what he was presenting.

Rather than confidently relying on Mr. Imlay for pure legal advice, I am now left with having to research whether what I hear is true or if it represents partisan political opinion.

3) Conclusion - Mr. Imlay's Actions Have Tarnished His Reputation

These two recent serious actions by Mr. Imlay have resulted in my inability to trust him further. That was the concluding point made in the referenced posting. I firmly believe, based on the conduct of Mr. Imlay that I discussed, that the board should not any longer delegate anything to him and expect that he will give us unbiased legal advice or even keep us updated on significant information that he becomes aware of that impacts an activity. It is, in my opinion, no longer possible to know if he is delivering politically slanted propaganda or sound and trustworthy legal advice.

My comments were, and are not, in any way a personal attack on Mr. Imlay. My comments were a critique of his actions based on observed conduct, which conduct certainly warranted the resulting conclusion.

Mr. Imlay's Employment Status

It should be noted that Mr. Imlay is a contractor to the League and is paid to provide legal services and advice in specific subject-matter areas. He is not a member of the board, nor is he a member of the staff. When it becomes apparent that the quality of those services is deficient, it is not only the right but the fiduciary obligation of a Director to raise the issue.

Direction of My Criticism

You questioned my posting of my comments to ODV rather than delivering them privately to Messrs. Roderick and Gallagher. The purpose of my memo was clearly to provide my fellow board members with information that was believed to be relevant to their deliberation of current interest topics before decisions were made, not months after the information became stale. As a director I have the right to share my opinion, whether well received or popular, with any other member of the board with whom I choose to share it.

Although I agree with your implication that Mr. Imlay's work needs to be reviewed with regard to keeping him as a League contractor, that was not the purpose of that memo. There are many other shortcomings in Mr. Imlay's other work that can be addressed in a separate discussion.

Also, if I were to consider handling my concerns in the manner you suggest, recent activities indicate that they might not even be acted upon. I have already witnessed the failure of Messrs. Roderick and Gallagher to take timely remedial action when a previous case of substandard legal work on the part of Mr. Imlay, in the matter of defective trademark filings, was brought to their attention over a year ago in the way you recommend. When management is unresponsive on such important matters, it is the duty of the directors to act.

"No Substance" Response

Your complaint states that, "no substance is presented to establish your claim."

Ironically, and very unfortunately, my response to this results in opening up another situation where actions similar to those of Imlay's took place. The important response that is covered in the attachment documents the "substance."

Typographical Errors in Your Complaint

The E&E Committee might consider taking a little care with the obviously garbled language in its "complaint":

..., you posted your reply to Mr. Imlay that he states that he would persist in his personal attacks on Mr. Imlay and he then expanded his attacks to include other members of the ARRL Board stating that ".. Your (sic), your co-consspirators, and allies mischaracterization of my complaints as being a personal attack might be a way of diverting attention from the serious issues raised.."

It leads me to wonder how much of the "complaint" contains words from the committee, how much comes from the complainant, and how much attention should be given to each of the components.

Warning

Your "complaint" states:

It was after being warned about your online conduct by several members including ARRL Vice President Mr. Brian Mileshosky; ARRL Chief Counsel, Mr. Chris Imlay; ARRL President Mr. Rick Roderick: and ARRL Delta Division Director Mr. David Norris, you posted your reply to Mr. .

The mischaracterization of my specific complaints about actions as being "attacks" by the four can be best described as fairly primitive political pandering. There have never been any "attacks," but as previously mentioned, simply criticism of specific actions that have hurt the League and/or my ability to carry out my fiduciary duties.

I suggest you review my language, not someone's emotional reaction to criticism of a friend's actions, with a competent attorney. I have done so, and am content that what I have said is true, accurate, and appropriate. There is no name-calling. There are no threats. There is only disappointment expressed.

Summary

I believed when I made the referenced comments, and I believe now, that Mr. Imlay's actions were damaging to my ability to carry out my fiduciary duty as a director of the League. Failure to disclose information that potentially impacted the board's assessment of his work and possibly therefore, funding of his activities alone warrants concern over conflict-of-interest.

For three board members whose positions do not agree with mine to label criticism of Mr. Imlay's damaging actions as somehow being less than "collegial" and then threaten me with some sort of further action is something I find to be far from the interests of either the League, the members, or Amateur Radio.

If you want a litmus test as to the propriety of whatever course you choose to pursue, I suggest you consider whether you would consent to having your complaint, my response, and any additional related communication made available to the members. I would have no problem with it, as my comments have always been truthful and aimed toward serving the interests of our members and our avocation.

Richard J. Norton, N6AA

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