Governance, duty, and representation

It was quiet on the myARRL Facebook group going into the new year until the ARRL Annual Board meeting concluded last month with the ARRL By-Laws approved and becoming effective in July 2025 applied in full force highlighted by the removal of Atlantic Division Director Bob Famiglio (K3RF), who was declared ineligible to serve after declining to sign the recertification of the ARRL Board Member Statement.

History

The adoption of the By-laws update followed a multi-stage process throughout 2024 and 2025, specifically targeting the governance standards and candidate requirements. A view of the timeline shows

January 17–18, 2025: During the Annual Meeting, the Board approved several revisions, including changes to By-Law 18 (regarding candidate eligibility and the power of the Ethics and Elections Committee).
July 18–19, 2025: The Board officially adopted the most significant and controversial changes at its Second Meeting. This included:
- By-Law 46: Revisions to the Conflict of Interest Policy.
- By-Law 42: Updates to the charter of the Ethics & Elections (E&E) Committee.
- The ARRL Board Member Statement: The “Statement on Authority, Responsibility, and Expectations” formally incorporated into the By-Laws.
July 28, 2025: The Articles of Association were also amended to remain consistent with the new By-Law structure.

Board Member Statement is nothing new

The ARRL Board Member Statement, is a formal codification of fiduciary duties and conduct standards for board members of the American Radio Relay League (ARRL). It specifically outlines requirements for Loyalty, Care, and Obedience, and includes an explicit “ambassador and advocate” clause that functions as a non-disparagement and unity requirement.

While the ARRL’s current high-profile enforcement of this (such as the mandatory signature as a prerequisite for candidacy in By-Law 46) has drawn attention, the underlying requirements are standard in many large U.S. non-profit organizations. Many membership-based non-profits have similar codes of conduct or “Statements of Expectations” that require board members to support the organization’s mission publicly and keep disagreements private.

The Sierra Club: Their Standards of Conduct (SR 2.2.6) are remarkably similar to the ARRL’s. They require leaders to “always represent the Club and its mission in a positive and professional manner,” “keep disagreements within the Club,” and “criticize privately and tactfully.” It explicitly warns that serving in leadership is a “privilege that can be lost” by violating these standards.
The American Red Cross: All volunteers and board members are required to sign the Code of Business Ethics and Conduct. It includes a “Duty of Loyalty” and a prohibition against acting in any manner “contrary to the best interest of the Red Cross.” Like the ARRL, it requires an annual affirmation signature.
National Rifle Association (NRA): The NRA maintains a Statement of Corporate Ethics and a Conflict of Interest Policy that all directors must sign. It emphasizes that directors owe a “duty of loyalty” to the NRA and must act in the association’s best interests over their own.
National PTA: Their board leadership materials explicitly state that “First and foremost, board members do no harm” and must protect the organization’s “name and reputation.” They define the “Duty of Loyalty” as avoiding the sharing of information that could harm the organization’s assets or standing.

The way these requirements are “codified” varies by organization, but the ARRL’s method of Incorporation by Reference is a common legal technique.

Organization	Codification Method	Prerequisite for Service?
ARRL	By-Law 46 explicitly names the Statement and requires a signature for eligibility.	Yes (Signed statement required to run).
Sierra Club	Bylaws empower the Board to create Standing Rules. The rules contain the standards.	Yes (Leaders must abide by SR 2.2.6).
Red Cross	Bylaws mandate compliance with Corporate Policies.	Yes (Signature required upon joining).
NRA	Bylaws require compliance with the Ethics Policy; violations can lead to removal for cause.	Yes (Annual disclosure/signature).

Key Differences in the ARRL Approach

What makes the ARRL’s implementation unique is not the content of the duties, but the stringency of the eligibility hurdle.

Mandatory Signature to Run: While many boards require you to sign a code of conduct after being elected, ARRL By-Law 46 makes the signature a condition of candidacy. This allows the organization to disqualify challengers before they even reach the ballot if they refuse to sign.
Ambassador vs. Non-Disparagement: Most non-profits use the “Ambassador” language to encourage fundraising. The ARRL’s wording (“ambassadors and advocates”) combined with the “do no harm” clause creates a “unity of command” where a director who publicly dissents against a board majority decision can be found in violation of their fiduciary Duty of Obedience.
Third-Party Investigation: The ARRL statement includes a specific process for using a third party to investigate conduct violations, which is a more formal “judicial” structure than many volunteer boards use, where removal is often handled by a simple board vote “for cause.”

Summary of Legal Basis

Under U.S. non-profit law (specifically the Model Nonprofit Corporation Act adopted by many states), these requirements are legal extensions of the three fiduciary duties:

Duty of Care: Being informed and making prudent decisions.
Duty of Loyalty: Placing the organization’s interests above personal or outside interests (often the basis for non-disparagement).
Duty of Obedience: Ensuring the organization follows its mission and its own internal rules (including the rule to support board decisions once made).

While the content of the ARRL’s statement is standard for large U.S. non-profits, the codification as a mandatory pre-election eligibility requirement is at the stricter end of the spectrum for membership-governed organizations.

What about Officers and Employees

When a non-profit like the ARRL codifies high-intensity conduct requirements for its Board—such as the “Unity of Command” or “Do No Harm” (non-disparagement) clauses found in the By-Law 46 Board Member Statement—legal and governance best practices suggest that the conditions for Officers (both elected volunteers and paid executives) must be mirrored and, in some cases, even more strictly defined.

Because Officers are the “operational arms” of the Board, their conduct must be legally and operationally synchronized with the Board’s fiduciary stance to prevent a governance “decoupling” where the Board is bound to silence while the management team is not. How do we go about “mirroring”?

“Unity of Command” Clause

The most critical complementary condition for ARRL Officers (the CEO, CFO, and Secretary) is an Operational Alignment Clause in their employment contracts or conduct codes.

The Condition: Officers must be explicitly prohibited from publicly or privately undermining Board-adopted policies, even if they personally disagree.
Why it’s necessary: If a Board member is required by By-Law 46 to be an “ambassador and advocate” for a decision they voted against, it is untenable for an Officer (who serves at the pleasure of the Board) to have more freedom of speech than the Directors.
Codification: This is typically found in Termination for Cause definitions within the CEO’s employment agreement, where “insubordination” or “actions detrimental to the reputation of the League” are defined as grounds for immediate dismissal.

Information Control & Confidentiality (NDA)

While Board members are bound by the Duty of Confidentiality regarding “sensitive or proprietary information,” Officers have access to far more granular data (personnel files, granular financial data, and legal strategy).

The Condition: A Comprehensive Non-Disclosure Agreement (NDA) that survives the term of employment.
Complementary Aspect: While Board members may be restricted from sharing “board business,” Officers should have specific “clean room” protocols. This ensures that the information flow to the membership is strictly controlled through the President or a designated Public Information Officer (PIO), preventing “back-channeling” between staff and dissenting members.

Conflict of Interest:

ARRL Board members must disclose conflicts of interest. For Officers, the complementary condition should be The Exclusionary Rule for Outside Interests.

The Condition: A prohibition on holding any leadership or paid position in “competing” or “tangential” amateur radio businesses or NGOs (e.g., QSL bureaus, equipment manufacturers, or rival advocacy groups) during their tenure.
Why: A volunteer Director might have a day job at a radio manufacturer; a paid Officer should not. This “all-in” requirement ensures the Officer’s loyalty isn’t just a legal duty but a contractual exclusivity.

Public Statements: “The Single Voice” Policy

If the Board is codified to act as a unified body, the Officers must be bound by a Media & Public Appearance Protocol.

The Condition: No Officer may make a public statement or file a comment (such as in an FCC proceeding) that has not been vetted for alignment with the Board’s official position.
Comparison: In many corporate environments, this is a “No-Press” policy. In a non-profit like the ARRL, which is advocacy-heavy, this is often codified in the Standing Orders or Employee Handbook.

Summary Table of Board vs. Officer Conditions

Feature	Board (Volunteer/Elected)	Officer (Volunteer/Paid)
Legal Basis	Fiduciary Duty (Care, Loyalty, Obedience)	Contractual Duty (Employment Law/Agency)
Loyalty Standard	“Ambassador & Advocate” (By-Law 46)	“Insubordination” & “Cause” (Employment Contract)
Dispute Resolution	Third-Party Investigation (Ethics & Elections)	HR Process / Board Executive Session
Sanction	Removal/Ineligibility to run for office	Termination of employment / Resignation

Officer Conduct Clause

Here is a sample “Officer Conduct Clause” that specifically bridges the gap between the existing Staff policy and the new By-Law 46 requirements for the Board. It is designed to be inserted into an Employment Agreement (for paid staff like the CEO) or a Statement of Responsibility (for volunteer Officers like the President). It mirrors the “Ambassador” requirements of By-Law 46 while grounding them in the legal framework of agency and contract law.

Officer Conduct & Operational Alignment

Section X.01: Duty of Unified Representation

The Officer acknowledges that, as a key fiduciary and the primary operational representative of the American Radio Relay League (ARRL), they occupy a position of unique trust. In furtherance of the “Unity of Command” established in By-Law 46, the Officer agrees to the following:

Subordination of Dissent: While the Officer is encouraged to provide robust, candid, and critical advice to the Board during the deliberative process, once the Board has reached a majority decision or adopted a policy, the Officer shall publicly and privately support that decision. The Officer shall not take any action, nor make any communication, that undermines the Board’s stated objectives or the League’s institutional standing.
The “Ambassador” Standard: The Officer shall serve as an advocate for the League at all times. This includes a positive duty to promote the League’s mission, its programs, and the integrity of its governance. Any “disparagement of the League”—defined as any statement or act that tends to bring the ARRL into disrepute or weakens the membership’s confidence in its leadership—shall constitute a material breach of this agreement.
Media and Regulatory Exclusivity: To ensure the League speaks with a single voice, the Officer shall not issue public statements, file regulatory comments (e.g., with the FCC), or engage in media interviews that deviate from the Board’s established legislative and regulatory agenda. All such communications must be vetted through the [Executive Committee/President] or a designated Public Information Officer.
Confidentiality and Integrity of Information: The Officer shall maintain the absolute confidentiality of all “Executive Session” deliberations and proprietary operational data. The unauthorized disclosure of internal Board disagreements to the membership or the public is strictly prohibited and shall be considered a violation of the Duty of Loyalty.

Section X.02: Breach and Remedies

A failure to adhere to the standards set forth in Section X.01 shall constitute “Cause” for termination (in the case of paid staff) or “Gross Misconduct” (in the case of volunteer officers).

Note to Legal Review: If the breach involves a volunteer officer (President/VP), this clause should cross-reference the removal procedures in By-Law 37, ensuring the conduct definition here triggers the “For Cause” removal mechanism there.

This bridges the gap by:

Eliminates the “Staff vs. Board” Friction: If the Board is required to be “unified” but the CEO is allowed to voice dissent to the membership, the Board becomes powerless. This clause ensures the CEO is legally bound to the same “Ambassador” standard.
Defines “Cause”: In many non-profit contracts, “Cause” for firing a CEO is vague (e.g., “illegal acts”). This specific language makes insubordination regarding Board policy a fireable offense.
Formalizes the “Single Voice”: It prevents an Officer from using their title to lend weight to a “fringe” or dissenting movement within the membership, which is a common source of stability issues in large volunteer-led organizations.

While these clauses are great for stability, they can create a “filter bubble” where the Board only hears what it wants to hear. To balance this, some organizations include a “Whistleblower Protection” carve-out to ensure that reporting illegal or unethical activity isn’t punished as “disparagement.”

Whistleblower Protection

To ensure that the “Unity of Command” and “Ambassador” requirements do not inadvertently silence the reporting of actual wrongdoing, a Whistleblower Protection Provision is an essential legal “safety valve.”

Without this, an Officer or Director might fear that reporting financial fraud or a legal violation would be characterized as “disparaging the League” or “undermining the Board,” leading to their removal.

Section X.03: Whistleblower Protection & Ethical Reporting

1. Protected Disclosures Notwithstanding the non-disparagement and advocacy requirements set forth in Section X.01, the Officer is specifically authorized and encouraged to report any “Protected Disclosure.” A Protected Disclosure is defined as any good-faith report of:

Violations of federal, state, or local law or regulation;
Financial impropriety, including fraud, embezzlement, or deceptive accounting practices;
Significant breaches of the League’s Conflict of Interest policy;
Substantial and specific dangers to the health or safety of staff or the public.

2. Reporting Channels To maintain the “Unity of Command” while ensuring accountability, the Officer shall direct Protected Disclosures to the Chair of the Audit Committee or via the League’s [anonymous reporting hotline/portal]. If the report involves the Audit Committee, it shall be directed to the Legal Counsel of the League.

3. Anti-Retaliation Guarantee The League strictly prohibits retaliation against any Officer who makes a Protected Disclosure in good faith. No adverse employment action, including termination, demotion, or harassment, shall be taken against an Officer for:

Reporting a suspected violation;
Participating in an authorized investigation;
Refusing to carry out an instruction that would result in a violation of law.
Harmony with the Duty of Loyalty The League and the Officer agree that the act of reporting a Protected Disclosure through the authorized channels described herein does not constitute a breach of the Duty of Loyalty, nor is it a violation of the “Ambassador and Advocate” requirement. True loyalty to the League requires the protection of its legal and ethical integrity over the personal interests of any individual leader.

Why this is legally necessary in 2026

IRS Form 990 Compliance: The IRS explicitly asks if an organization has a written whistleblower policy. A “No” answer can trigger audits and lower “charity watchdog” ratings (like Charity Navigator).
Sarbanes-Oxley (Section 1107): While most of SOX applies to public companies, the anti-retaliation provisions (18 U.S.C. § 1513(e)) apply to all organizations, including non-profits. Retaliating against a whistleblower can result in federal criminal penalties.
Preventing “Shadow Boards”: Without a clear internal reporting path, a frustrated Officer is more likely to go to the FCC, the Connecticut Attorney General, or the media. This provision keeps the “dirty laundry” in a controlled, legal process rather than a public scandal.

Notice the term “Good Faith” is used. This prevents a dissenting Officer from claiming “whistleblower status” simply because they don’t like a new membership fee or a marketing strategy. It only protects them if they are reporting an actual violation of law or policy. To ensure the “Unity of Command” and “Ambassador” requirements of By-Law 46 do not create a culture of silence, the ARRL should utilize a formal Ethics and Compliance Reporting Form. Such a document serves as the official mechanism for an Officer or Director to move a concern from “dissent” (which might be prohibited) to “disclosure” (which is legally protected).

Democratic Membership

Those referencing “democratic membership” (often phrased as “representative democracy” in ARRL’s internal literature) refers to the governance structure where the power of the organization is meant to reside with the members, who exercise that power by electing Directors to represent their interests.

Many observers—and some former Directors—argue that the ARRL is moving away from this model lies in the shift from Member-Led Representation to Board-Led Control.

The Historical “Representative Democracy” Model

For over a century, the ARRL has defined itself (specifically in a 2018 QST editorial titled “A Representative Democracy”) as follows:

The Voter is Sovereign: Members in a Division elect a Director. That Director is the “voice” of those members.
Diverse Views: It was expected that a Board would have dissenting voices representing the specific needs of their unique geographical divisions (e.g., the Pacific Division might have different regulatory priorities than the New England Division).
The Ballot Box as the Filter: If a Director was “bad” or “divisive,” the democratic solution was for the members to vote them out at the next election.

Why it is argued the ARRL is no longer following this model

The adoption of By-Law 46 and the Board Member Statement (the 2024–2025 updates) changed the “filter” from the voters to the Board itself. Critics point to four specific reasons:

A. The “Gatekeeping” of Candidates

Under the new rules, the Ethics and Elections (E&E) Committee (appointed by the President) must approve a candidate before they appear on the ballot. If a candidate refuses to sign the “Ambassador” pledge or the “Unity of Command” statement, they are disqualified.

The Argument: In a true democracy, the voters decide if a candidate’s views are acceptable. At the ARRL, the incumbent Board now decides who is eligible to be voted upon, effectively pre-screening its own opposition.

The “Unity of Command” vs. Representation

The 2024 Statement requires Directors to support Board decisions once they are made.

The Argument: If a Director’s constituents (the members who elected them) are 90% against a new dues hike, but the Board majority votes for it, the Director is now prohibited from speaking out against it. This creates a “broken link” where the representative can no longer represent their voters, only the Board majority.

Removal without Membership Input

Historically, removing an elected official in a democracy requires a Recall Election by the people who put them there.

The Case of Bob Famiglio (K3RF): In January 2026, Director Famiglio was removed not by a vote of the Atlantic Division members, but by the Board’s determination that he was “ineligible” because he wouldn’t sign a recertification of the Statement.
The Argument: This allows the Board to “nullify” a democratic election result based on internal procedural rules rather than membership will.

Restrictions on Campaigning

New By-Laws restrict candidates from seeking support or fundraising outside of their own specific Division.

The Argument: By limiting the flow of information and resources, the Board makes it harder for grassroots “reform” movements to gain national momentum, favoring incumbents who already have established networks within the organization.

Summary of the Conflict

Democratic Model (Historical)	Governance Model (2026)
Source of Authority: The Membership.	Source of Authority: The Bylaws & E&E Committee.
Director’s Role: Represent the Division to the Board.	Director’s Role: Represent the Board to the Division.
Dissent: Publicly debated; settled by voters.	Dissent: Internal only; prohibited after a vote.
Eligibility: Determined by the Articles of Association.	Eligibility: Determined by signing a Conduct Statement.

The fundamental argument is that the ARRL has moved from a “Membership Organization” (where the Board serves the members) toward a “Self-Perpetuating Board” (where the members are treated more like “customers” who have the right to vote, but only for candidates who have already pledged loyalty to the existing Board structure).

My view

The incumbents should have signed the Board Member Statement since the bylaws lean into empowering incumbent board. They have rich experience on this issue. They could have lobbied to mirror what they are beholden to and raise the bar for officer accountability since it is suggested it should be strictre. To be fair, I do not know if conditions of employment already capture what is suggested above, but this can be verified. Since the current bylaws were approved by a majority of the board (directors whom we all voted for) it is what it is in the meanwhile.

Perhaps I am too pollyana but given everything else going on the world I think this will work itself out over time since everyone involved is united in seeing Amateur Radio survive and grow.

For what it’s worth,

Joe, NE2Z