The website names 3 people that are Boardmembers of ARDC. They are also the only 3 officers. According to the Bylaws these 3 control everything. No one else has any say in the control of the ARDC. There are no members. Just them. They can allow 2 more people on the Board, however, since they could remove the new Board members anytime they didn't like a vote or discussion, it's all illusory anyway. Until the Bylaws are modified to allow the voice of the users to be heard(via a right to vote) ARDC is just a closed 3 person entity. I too would like to see Bart on the Board. I lean towards his view of things. Id rather have 4 or 5 dictators than 3(sorry I think I meant 'Directors').
The current Bylaws give 100% of the control of the ARDC to the 3 Directors. I don't know the history behind it. It is a good way to get things done in a timely manner, but to have the wishes of the users heard----changes would be needed. The current Bylaws were written to concentrate power.
Also, Bart, as a Board Member if you wanted to vote at a Regular Board Meeting they would have to make a Bylaw change so you could attend and vote via electronic communications. Right now to have your vote counted at a Regular Board Meeting you have to actually be there or proxy it; but not for Annual or Special Meetings.
An income and expense statement, and a list of transactions would help with transparency. An Asset Statement only shows so much. My guess is that the existing Board has been carrying the group financially. The loan on the books suggests that. I thank them for doing so. Without clear information it's hard to know the needs of the organization. Publishing the Board minutes and a Budget might open our eyes to the workings of the group and make more people inclined to donate. We are a large diverse group. There are many views and ideas amongst us. I'm sure there are some people with deep pockets amongst us too, if needed.
Hopefully, with more openness, more people will feel inclined to help financially and with their ideas. I thank the existing Board members for your dedicated service. You have done a lot. I hope I haven't offended you. It's just that I have created many nonprofits in my legal career;but not once have I made one with such a tight concentration of power. Maybe that's needed with an asset as valuable as the 44 Net, I don't know. It just seems odd in Amateur Radio.
Anyway, I encourage you to put Bart and another interested person on the Board ASAP. Sharing the load should make things easier. And you can do it without even having to have an election;just appoint him/them. And then just before or at the next Annual Meeting change the Bylaws to allow users to have a vote in matters via proxy, electronic, or other methods. Heck, a new set of Bylaws would be good too.
73
Ken K7ICY
ps I am new to the 44 Net. I don't know your past history. And you might have full minutes and financials posted somewhere. It's just real late and I'm too lazy to search them out. Sorry if I'm all wet. Feel free to Flame. All attorneys have thick skin and the Heat might help get me ready for the Hereafter.
Sent from Samsung tablet
On Thu, Apr 17, 2014 at 1:48 AM, ktolliver ktolliver@hotmail.com wrote:
(Please trim inclusions from previous messages) _______________________________________________ The website names 3 people that are Boardmembers of ARDC.
Ah yeah, now I see it... was hidden off the screen on my subnotebook.
The way I read it, there are currently 3 directors out of a max of five which is bare minimum for a quorum. Elections are held in January. It could be argued as since all the seats aren't filled, Bart should be elected. But the process of voting isn't particularly clear except in management at the director level.
I would probably suggest few things: 1.) The voting membership pool should be increased. A suggested model would be to use what has worked for the ARRL in that voting members pay dues. 2.) Brian should be paid back for his loans to ARDC right off the top as it would take the financial burden off him as well as remove any behoveness towards any director in lieu of financial contribution. 3.) There probably should be a fee structure put in place for some aspects of the network just to cover overhead such as AS/BGP additions or any large network change. Some changes that would benefit everyone could have the fee waived by the directorship vote. 4.) Basic IP allocation and DNS management should always be free to all radio amateurs. 5.) We should endeavour to keep our LEGACY status as long as possible between the RIR's as there are significant differences between the way ARIN does things and the way RIPE does things. It would also keep commercial interests in the IP space at bay a while longer as well as political/regional battles over IP space ownership in limbo (ie: the government of country xyz wants to control their chunk of 44net).
When considering corporate governance, tread carefully. There be dragons here.
The items noted below are all nice but they do not prevent damage or even complete elimination of the organization. For example, even with the additions below, a group of folks interested in getting rid of AMPRnet could organize a bunch of folks to join, pay the dues to get voting rights, and then vote as a block to remove the existing directors, install their own directors, and then destroy the organization. This happened to one repeater organization I'm aware of and it was attempted at another.
Measures like staggered terms for directors, separation of the operations group and user-group, and perhaps even having some verified skin in the game (such as a verified, functioning gateway, or some other measure) in order to vote are all tools used in many organizations. There are other tools.
I don't want to start a corporate governance debate. But it would be wise to have one before making changes. Alas, this group already spends far too much time debating stuff and too little time operating networks.
Now, back to working on a panel to mount POE surge suppressors for some new 5.8G links between our seven BBSs.
Michael N6MEF
-----Original Message----- From: 44net-bounces+n6mef=mefox.org@hamradio.ucsd.edu [mailto:44net-bounces+n6mef=mefox.org@hamradio.ucsd.edu] On Behalf Of Don Fanning Sent: Thursday, April 17, 2014 9:07 AM To: AMPRNet working group Subject: Re: [44net] Running for ARDC director position
(Please trim inclusions from previous messages) _______________________________________________ On Thu, Apr 17, 2014 at 1:48 AM, ktolliver ktolliver@hotmail.com wrote:
(Please trim inclusions from previous messages) _______________________________________________ The website names 3 people that are Boardmembers of ARDC.
Ah yeah, now I see it... was hidden off the screen on my subnotebook.
The way I read it, there are currently 3 directors out of a max of five which is bare minimum for a quorum. Elections are held in January. It could be argued as since all the seats aren't filled, Bart should be elected. But the process of voting isn't particularly clear except in management at the director level.
I would probably suggest few things: 1.) The voting membership pool should be increased. A suggested model would be to use what has worked for the ARRL in that voting members pay dues. 2.) Brian should be paid back for his loans to ARDC right off the top as it would take the financial burden off him as well as remove any behoveness towards any director in lieu of financial contribution. 3.) There probably should be a fee structure put in place for some aspects of the network just to cover overhead such as AS/BGP additions or any large network change. Some changes that would benefit everyone could have the fee waived by the directorship vote. 4.) Basic IP allocation and DNS management should always be free to all radio amateurs. 5.) We should endeavour to keep our LEGACY status as long as possible between the RIR's as there are significant differences between the way ARIN does things and the way RIPE does things. It would also keep commercial interests in the IP space at bay a while longer as well as political/regional battles over IP space ownership in limbo (ie: the government of country xyz wants to control their chunk of 44net).
On Thu, Apr 17, 2014 at 9:35 AM, Michael E Fox - N6MEF n6mef@mefox.orgwrote:
Now, back to working on a panel to mount POE surge suppressors for some new 5.8G links between our seven BBSs.
Michael N6MEF
Aye. Hopefully I'll be able to see Mirrormont from Seatac. I'm right on the ragged edge.
The website names 3 people that are Boardmembers of ARDC.
I see that here: http://www.ampr.org/people.html (for the archives).
They are
also the only 3 officers.
Hmmm. That's unfortunate. Usually board/officers should be separate , or at least majority of the board should be non officers.
According to the Bylaws these 3 control
everything.
Where are the bylaws located?
No one else has any say in the control of the ARDC. There
are no members. Just them. They can allow 2 more people on the Board, however, since they could remove the new Board members anytime they didn't like a vote or discussion, it's all illusory anyway. Until the Bylaws are modified to allow the voice of the users to be heard(via a right to vote) ARDC is just a closed 3 person entity. I too would like to see Bart on the Board. I lean towards his view of things. Id rather have 4 or 5 dictators than 3(sorry I think I meant 'Directors').
:)
Yes I also agree with Barts technical vision. It's what FNF is heading towards with the part 15 based FreeNetworks we are facilitating.
An income and expense statement, and a list of transactions would help with transparency.
I refer folks to the FNF annual reports. They might provide some ideas:
http://staticbits.thefnf.org/FNFAnnualReport2012.pdf http://staticbits.thefnf.org/fnf2013ar1.pdf
Also our bylaws:
https://commons.thefnf.org/index.php/FNF_Bylaws
An Asset Statement only shows so much. My guess is
that the existing Board has been carrying the group financially. The loan on the books suggests that. I thank them for doing so. Without clear information it's hard to know the needs of the organization. Publishing the Board minutes and a Budget might open our eyes to the workings of the group and make more people inclined to donate. We are a large diverse group. There are many views and ideas amongst us. I'm sure there are some people with deep pockets amongst us too, if needed.
Lots of funding available. Though be careful who you take money from.
I hope I haven't offended you. It's just that I have created many nonprofits in my legal career;but not once have I made one with such a tight concentration of power. Maybe that's needed with an asset as valuable as the 44 Net, I don't know. It just seems odd in Amateur Radio.
Agreed.
-
charles＠thefnf.org -
Don Fanning -
ktolliver -
Michael E Fox - N6MEF