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



Correspondence from Lisenco (replete with false representations) suggesting revocation of Norton ARRL (Charter Life) membership, as prelude to removal from office by Board

From: Mike Lisenco N2YBB
Date: Sun, Nov 12, 2017 at 6:33 AM
Subject: [arrl-od:3431] My thoughts on the current state of the toxic working environment permeating the Board
To: arrl-od@arrl.org

CONFIDENTIAL TO THE BOARD --- CONFIDENTIAL TO THE BOARD
ARRL BOARD PRIVILEGED COMMUNICATION
NOT FOR DISCLOSURE   [confidentiality invalidated by Code of Conduct]

Dear OD,

I am writing to you today because I am, to put it bluntly, scared. Why? Because in a few short days we will be faced with making a choice that is painful but necessary. A choice that will protect the future of the ARRL by allowing us to eliminate the noxious atmosphere that now chokes us all. Some of us are afraid to exhibit the leadership that is expected of us. But if we do not rise to the occasion, if we do not do what is necessary, if we are not brave, we will see this organization tear apart in such a way that we may never be able to fix the damage done.

The issues that lead us to the upcoming special Board meeting to deal with the Ethics and Elections Committee recommendations regarding Director Norton are but the tip of the iceberg. In my opinion, the need for this extraordinary meeting is an indication of the long developing air of toxicity that permeates the Board's working environment. Having attended the recent Executive Committee meeting, I can safely say that if we do not address the various causes of this state of affairs and resolve them, we will lose not only our General Counsel, but our Chief Executive Officer as well. THAT IS A GIVEN. IT IS NOT SPECULATION. Should that happen, the one-two punch will create a vacuum that will take years to repair, if ever.

At the EC meeting, Tom Gallagher explained that the situation has become untenable and how the atmosphere has been poisoned over the past number of years, leading us to what I believe is the brink. In my opinion it is not just Mr. Norton who bears responsibility for this trend but others as well, including some Directors and Vice-Directors who appear to have personal agendas with no regard to the well being of the organization. They show a willingness to push their agendas by whatever means, without any concern, to the detriment of the whole.

This trend started years ago, before the current administration took hold. I believe that a lack of leadership at that time allowed for members of the Board to insinuate themselves into the daily management of HQ. Unfortunately, by not establishing an understanding of what was and was not acceptable interaction, a sense of entitlement developed that has grown exponentially over the past number of years. That arrogance has crippled us. It has allowed for the disgusting behavior toward Mary Hobart at the very first Board meeting I attended, to the lawsuits and threats of lawsuits BY OUR VERY OWN COLLEAGUES when a small minority act like spoiled brats who don't get their way.

I'm sharing with you the following 19 elements that Tom Gallagher and Chris Imlay enumerated to those attending the EC meeting on October 14th which described the climate of the work environment over the past two years. These start with the day Tom was hired and run through today. To read them at a single sitting is to see just how outrageous they are:

1. A Director claims that the CEO search committee is complicit in racial discrimination. Seeks to invalidate recommendations of search committee. Threatens to sue President Roderick.

2. Former SM claims that ARRL slandered him in a press release. Files suit against ARRL, CEO, President, and PSC Chair (dismissed; currently on appeal).

3. A Vice Director is discovered to have been involved with an advertiser in a role undisclosed to E&E. That VD declines to serve as candidate for re-election.

4. A Director is disqualified as candidate. Threatens lawsuit via "Go Fund Me" web page.

5. A former Director filed ethics complaints against GC Imlay with CT bar association and with Maryland bar association; also files criminal complaint in CT.

6. A Vice Director circulates a series of tendentious emails suggesting that the board faces civil and criminal penalties for using a non-CT attorney.

7. A former Director proxy launches an unsuccessful recall petition against incumbent director.

8. Former SM complaint dismissed with prejudice by federal court; Appeal is made.

9. A Vice Director circulates on ODV an unsolicited proposal for lawsuit settlement following dismissal. When questioned about motivations by E&E Committee, Vice Director, in response, accuses General Counsel of malpractice.

10. A Vice Director delivers unsolicited critique of ARRL trademark filings, constituting a personal attack on President and General Counsel.

11. A Vice Director declared unqualified for director election for unreported conflict of interest.

12. A Vice Director threatens suit against ARRL President, CEO, and E&E chair in a letter

13. A Director threatens CEO concerning Emergency Preparedness Manager

14. A Director disparages ARRL Board decision at Visalia DX event; member complains

15. A Director disparages General Counsel in various emails, recommends ARRL sue GC

16. Board declines to censure a Director

17. A Director threatens A&F Chair "with escalation" over delivery of legal invoices

18. An Unknown Board member leaks confidential OD information to VD after VD is disqualified as candidate for Director election by E&E

19. A Member in an email chain to VD candidate suggests that GC and CEO have interfered with ongoing election.

I'm sure that we could come up with far more to add to the above list.

This pattern of behavior is untenable and we, as Board members, should never have allowed it and we can't continue to allow it. We approved a code of conduct specifically to prevent and/or deal with these types of behavior. But this behavior doesn't need a code of conduct to demonstrate that it is destructive and unworthy of our organization. Now is the time for the Officers and Directors to exhibit the leadership that is required of us. We cannot allow bad behavior to determine how we conduct business. The question is, what do we now do to curb this ongoing pattern of anarchistic behavior?

First, I believe that Director Norton should resign immediately. If he doesn't, then it is my opinion that he needs to have his ARRL membership revoked by the Board, thus rendering him ineligible to continue to serve on the Board. His ethics violation was far more egregious and destructive to the well-being of the ARRL than what we sought to censure him for in July. I believe that he has no respect for the collective authority or prerogative of the Board, and he will continue to publicly disparage the ARRL causing irreparable damage to our membership.

Second, we cannot work in an environment in which one threatens or creates frivolous lawsuits because they don't agree with the majority. We need to amend the rules and bylaws to prevent these crippling threats. It has been recommended that binding arbitration be used instead of lawsuits to settle disputes.

Third, Directors have no business getting involved in the day-to-day management of the ARRL. That is not our job. There is a chain of command that needs to be followed in order to prevent the confusion that demoralizes the staff.

Fourth, Vice Directors are not Directors and have no voting status. They need to work exclusively through their own respective Directors. Unsolicited legal opinions, unsolicited proposals to Board Committees other than those on which VDs serve, and open campaigning against Committee and/or Board decisions are improper and not appreciated. Vice Directors who engage in these behaviors must be sanctioned and held accountable.

Collectively, we, the Board of Directors, have been hogtied and unable to get any real work done over the past two years. It's as if the floodgates opened on the day the new administration took office. One gets the impression that "the Dark Side of the Force" was waiting for that very moment to launch an attack. We took nearly two years of searching prior to the hiring of the C.E.O., and yet we won't let him do his job. And let's not forget our General Counsel who is recognized as a top practitioner of Federal Communications law and has been for nearly 40 years. How insulting it is to have self-proclaimed experts not only second guess him, but to irresponsibly charge him with malpractice. Why should he have to defend himself from these absurd charges and have to wait months while two state bar associations have to waste their time with frivolous complaints caused by, as they ultimately recognized, nothing but sour-grapes. GC Imlay has served the ARRL impeccably and honorably over all that time. He should never have had to suffer the indignities that were brought by these contemptible charges. Frankly, I'm surprised that he didn't walk before now.

So where do we go from here?

First, we need our leadership to be treated with the respect they're entitled to. Should both Chris and Tom decide to leave due to the toxic environment we have created and allowed to flourish, it is my belief that we will never fully recover. Understand that it is impossible to recruit staff, especially executive staff, into a toxic working environment. Also be mindful that over the next six years we will lose, through attrition, most of our department heads, mid-level management, and executive staff.

In addition, there are several other key managers and mid-level staffers who are more passive in expressing their unhappiness but no less vulnerable or more easier to replace. These employees have forged a career at ARRL. It is how they feed their families, how they make mortgage and car payments, and raise their kids. How heartlessly disrespectful and insensitive is it to make them work in this environment? Should we just tell them "better move on, there's nothing for you here?"

Who is going to come to work for the ARRL under these conditions?

I don't know how to say this any other way. We need strong, progressive leaders who are capable of standing up to bullies. Please make no mistake, these miscreants with their reprehensible behavior ARE BULLIES!

If you look back in time to prior administrations and executive staff you'll see that instead of putting their foot down, bad behavior was not only tolerated, but allowed because it was the easy way out. Incumbent Board members sat silently while Director Norton bullied Mary Hobart mercilessly, making false accusations against her and causing her to retire. Shame on all of us for that! Instead of saying "oh that's just Mr. X being himself" we need our leadership to stay "sit down and shut up!"

To help bring about this change, I will be sponsoring an amendment to the By-Laws at the January 2018 Board meeting. Should the Board support it, the new By-Law would grant the President and the three Vice-Presidents the ability to vote equal to the ability of a Director. I think this is the right thing to do and long overdue. It is my hope that I will be able to convince the members of the Board of that as well. And yes, I think that it will also empower leadership in the performance of their jobs.

Finally, I think that our officers need to assert themselves and control any situation before it gets out of hand. Sometimes you just need two big brass ones and let the world know that you're not afraid to use them. We really need that now.

And here's the kicker: If we don't do all of this, if we don't get rid of the poison in the air, if we don't control our environment, if we don't put a stop to those who only care about their personal agenda, then I guarantee that we will lose Tom Gallagher, Chris Imlay and others, and the legacy we leave the ARRL will be that we sat at the table and did nothing while Nero fiddled.

In solidarity,

Mike

- - - - - - - - - - - - - - -
Mike Lisenco, N2YBB
Director, Hudson Division
Chairman, ad hoc Legislative Advocacy Committee
ARRL - The national association for Amateur Radio™
917-865-3538
n2ybb@arrl.org



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