Dick
Norton
Shares Comments on The ARRL CEO’s dialogue with ARRL Section Managers
during their February 2024 Team’s Meeting
The
February 2024 ARRL Section Managers Electronic Meeting was primarily a lecture
by Mr. Minster. I found a great deal of what Mr. Minster presented to conflict
with facts or to omit relevant information.
My
comments on some of the subjects presented follow.
1)
Introduction
Mr.
Minster used the word "transparency" in his introductory remarks,
claiming that he will give a "straight answer" to any question.
However, he then stated that members do not have all the information that he
does, and if you disagree with any of his answers, you need to "buckle
up," which apparently means change your thinking to match his.
However, the ARRL Organizational Structure states, "The ARRL is a
representative democracy. Its members control its policies through
the power of the ballot."
If the members control the policies, the members are entitled to information on
potential changes to policies as well as reports on impact of policies and
changes made to them.
2) Notice to Members About Potential By-Law 46 Changes
Mr. Minster said that it was not the practice to release potential
Articles-of-Association and By-Laws motions to members. However, after the 2018
attempt to enact questionable bylaw changes, the Board, as articulated by
President Roderick, promised to do exactly that. Despite that commitment, Mr.
Minster complained about a couple of Board members following through on that
promise by releasing a proposal to substantially expand By-Law 46 beyond its
original purpose.
The
notice prompted a group of prominent ARRL members to send postal-mail alerts to
donors about the implications of the proposed changes. Mr. Minster claimed the
letters had essentially no effect, something that conflicted with
communications I received from multiple donors who were even reconsidering
future gifts to the League.
Those
letters and other communication among members led to the proposed motion not
being presented at the Board meeting, although it may well resurface in a
slightly different form at a future meeting.
3) High-functioning ARRL Board
Mr. Minster claimed that the January Board meeting was great, and that we now
have a high-functioning Board. This may be a result of the "Shadow
Board" of 10 or 11 Directors who meet secretly with Mr. Minster on the
Internet, forming League policy without the participation of all the Directors.
His characterization may be appropriate to him if he confers only with those
who agree with him.
4) By-Law 46
Misdirection is a technique used by magicians to divert the audience's
attention away from what is actually causing an outcome. Misdirection was used
in the defense of the proposed changes to By-Law 46.
Mr. Minster directed attention to a part of the proposed changes that
purportedly just combined a number of relevant items into one single document,
something that no one would likely find objectionable. He did not talk about
three things that people have criticized:
a) allowing a majority of the Board to effectively vote minority or dissenting
Board members off the Board, something that conflicts with Connecticut law.
b) requiring that Board members and potential Board members sign what amounts
to a loyalty oath.
c) requiring Board members to publicly promote political ideas of the majority,
rather than act in accordance with their beliefs of what best serves the
organization, as required by Connecticut law.
Mr.
Minster claimed that the proposed changes to By-Law 46 were not another attempt
by a majority faction of the Board to concoct a mechanism to vote another
member off the Board, but the details of the motion do not support that
contention.
5) Ultra Vires Report
Mr. Minster made reference to an analysis of proposed By-Law 46 changes by an
attorney in Massachusetts, who said the proposed changes went beyond the
authority the Board actually had in that area.
a) Although Mr. Minster stated that he did not read the attorney's analysis, he
nevertheless said that he initiated action by the League's Connecticut counsel,
claiming that counsel had met with someone in the Connecticut Attorney
General's office on the matter. He represented that that the Attorney General's
office rejected the ultra vires analysis, although he has produced no written
legal opinion from either the Attorney General or Connecticut counsel to
support that representation.
b) Mr. Minster had not previously mentioned this legal engagement to either the
Board or even the Administration and Finance Committee, nor had he advised them
as to the legal fees involved, which could easily have run into tens of
thousands of dollars.
6) Life Membership Costs
Mr. Minster made a few cursory comments on Life Membership costs. He stated
that, in 1973, it was already clear that Life Membership was a bad idea, a
conclusion not supported by facts and certainly in opposition to my evaluation.
In his discussions, Mr. Minster showed that he did not understand the roles of
management, the Board, and the auditors in determining how much money can be
recognized as revenue to cover the yearly costs of sustaining a Life Member.
The assertion that you "can't take more (money) out" is not correct.
For 50 years, the League has run the Life Member program very satisfactorily,
and in all years the related revenue recognition, which is based on
management’s estimate of servicing costs combined with actuarial analysis, has
been unconditionally approved by auditors. There have never been any contrary
comments on this in any of the Annual Reports.
7) Internal vs. External Financial Reporting
For budgeting and internal reporting purposes, ARRL reports revenues and
expenses without income from bequests (understandable because they are less
predictable and cannot be managed) or unrealized changes in the market value of
the League's investments (which fluctuate with short-term market conditions).
External reporting, such as in the published annual report and in IRS filings,
includes these components. Clams that the League lost money in a certain year
may be based on the less complete internal reporting. A truer measure of
financial condition can be gained by looking at Unrestricted Net Assets. ARRL’s
unrestricted net asset balance grew over eleven of the past twelve years from
roughly $6 million to over $20 million. The decline in 2022 was due to a
decline in the market value of the investment portfolio with general market
conditions, which was most likely temporary and should largely reverse during
2023 and 2024 as the markets recover.
Mr. Minster's claims of a dire financial situation do not appear well founded.
8) Roll Call Votes
Mr. Minster defended the July 2023 motion that eliminated the ability of a
single Board member to call for a roll call vote and raised the threshold to
now requiring five members. This change raises questions in the minds of
members as to why their representatives’ votes are not all recorded and
available in the meeting minutes. He referred to some roll call votes being
“weaponized.” Why should a Director fear the electorate seeing his or her vote
on a matter? How a Board member votes on motions best describes the Board
member's performance in directing League affairs.
9) Director's Workbook Being Made Public
Mr. Minster reported that the Board passed a motion that the Director's
Workbook would be made public and that this would happen before Dayton. The
Workbook is presently on the arrl.org website and could have been made
public the day after the Board meeting. Is there something wrong with it that
requires rewriting before the public can see it?
10) Print QST Costs, Dues Increase and Projected Member Loss
Mr.
Minster defended the Board's actions in not living up to providing print QST to
term members. I have not encountered a single member who agrees with this
action in my participation in club meetings or forums. Membership forms that I
accepted at conventions specifically stated postal delivery of print QST.
About 30 years ago, the League commissioned a study which concluded that the
League would maximize its finances by roughly doubling the membership dues. The
increase from the remaining members would offset that money lost from those who
left. The Board at that time wisely chose not to go that way. They valued a
larger membership over a larger treasury. I believe that choice should still
prevail. Mr. Minster said that with every dues increase, the ARRL loses 6 to 9%
of its membership, but that it returns after 3 years. This is simply not true.
When the $39 to $49 increase took place, the League had been adding several
thousand members per year. That series of increases abruptly stopped, and the
membership has since shrunk from 170K to 150K. The membership has not
rebounded.
11) Cost Cutting
Mr. Minster stated that at some point early in his present role, he determined
that the League did not have a spending problem, but had a revenue problem
instead.
There has never been any evidence of this presented to either the Board or the
A&F Committee.
There are many areas where costs could and should be better controlled. In one
six-figure example, management replaced top-tier volunteer (free) trademark
legal services with paid services running tens of thousands of dollars and
additionally wasted over $50,000 in trademark extension fees by not providing
trademark counsel with timely responses to repeated, documented requests.
12)
Minster Salary
In a textbook example of a "Straw Man" response to an issue of his
salary, Mr. Minster pointed out that an estimate that someone apparently made
that it was $891K per year was not true. He also correctly pointed out that he
did not give himself a $100K per year raise in April 2023.
He
never did disclose that his salary is actually about $350K per year, up more
than 40% over what he agreed to work for three years ago, but did claim that
even with the new higher salary, he was the only underpaid person on the staff.
Mr.
Minster is actually overpaid, and should be making about one half of his
present $350K. If you want to verify this, put "Median salary for
non-profit membership organization CEO in the Hartford, CT area" into any
search engine such as Google or Bing. Ignore very high salaries from large
non-profit medical or hospital groups with thousands of employees, since they
are not related to a hobbyist organization with 75 employees.
One
reference from salary.com shows: "The average
Nonprofit Executive Director salary in Hartford, CT is $139,213 as of
January 26, 2024, but the salary range typically falls
between $116,573 and $168,847."
Also
note that none of these estimates consider that many League employees have
worked for substantially less money than they might otherwise receive because
of their love of Amateur Radio and their desire to serve it.
13) Employee Morale and Satisfaction
In
response to a comment about employee morale, Mr. Minster related a comment from
a Director who reported hearing a staff member describe the ARRL like being in
North Korea. Mr. Minster countered with his claim that another long-time
employee who had recently retired stated that the last two years there had been
the best two years of the employee's career.
The reports I've received as a Director unquestionably match the North Korea
report best. I note that Mr. Minster is on his seventh
administrative-assistant/secretary in three and a half years.
Since
the ARRL Board's Standing (or permanent, not temporary) Committees now meet in
the Marriott Hotel's meeting rooms rather than at ARRL headquarters, not only
have our costs increased by several thousand dollars but Board members no
longer have their long-standing opportunity to interact with staff members.
14) Logbook of the World (LOTW) and IT Manager
Mr. Minster stated that LOTW needs to be completely redesigned and rewritten
from scratch, a conclusion actually not shared by LOTW experts.
The reason he gave that a new LOTW project manager has not been hired is that
such a project manager would report to an IT manager, and the IT manager
position needs to be filled first.
Mr.
Minster has not been able to hire and retain an IT manager position in the
three and a half years he has been on the job. He did hire a competent IT
Manager once, but that person left after a few months, citing Mr. Minster as
the reason for leaving.
Note that the person most respected as being the LOTW expert is retired
software executive Dave Bernstein, AA6YQ. Dave would be the clear choice for
someone to lead development of a future version of LOTW, and would probably do
it without charge. Unfortunately, Dave is one of a number of volunteers with
whom Mr. Minster is having a personal feud and is extremely unlikely to assist
the League while it is under control of Mr. Minster.
15) Concluding Sermon
Mr. Minster ended his presentation with what might be called a threatening
sermon.
He described people who disagreed with him as being ignoramuses.
He demanded that all SMs and volunteers talk positively about the ARRL, which
seems to mean talk positively about how Mr. Minster is running it today. Those
who wish the ARRL would operate in some different way that benefits Amateur
Radio are not welcome. If you don't support Mr. Minster, you don't belong, and
you should resign.
Some of you might now better understand what it must be like to work under Mr.
Minster. Both volunteers such as Section Managers and paid employees should be
treated with respect by management.
He lauded himself for the way he will be working at Dayton and expects
volunteers to do the same. I suspect that if any volunteer Section Manager
receives $350K per year, the SM will be happy to do so.
16) Conclusion
I found much of Mr. Minster's presentation to be inaccurate and/or
inappropriate.
I
welcome your comments on the Section Manager meeting.
73,
Dick
Norton, N6AA
