Florida Repeater Council members reject corruption.

"The background of mismanagement by the former board extends over the past decade. Over the past three year members have questioned the board of directors and made formal requests for information from the FRC. Each request for information was met with contempt and even reported to law enforcement as a means to intimidate the membership."

Here is a perfect example of this apparent defamation: heinous allegations without any facts presented to support them:

--PROVIDE evidence for this mismanagement "over the past decade";
--SHOW that "EACH request was met "with contempt".
- SHOW that reporting to law enforcement was done with "intent to intimidate".

THAT is the problem with this 'news item'. No facts. Just a set of assertions. And a horrible allegation set of defamation, IMO.

Shame!

Are people scared to PRESENT the facts? If you feel like slinging allegations, here, then by all means, hit us with FACTS.

Here.

 

Clearly there's been an ongoing p***ing contest between the OP and the FRC. Not clear what started it. But it's gone too far at this point to salvage anything.

Regardless, the FRC make a critical mistake with their Feb 2017 Bylaws amendments, by declaring that there would be no members, without going through their own procedures properly. That is in direct conflict with their Articles of Incorporation, and the Articles of Incorporation always take precedence. Basically they did things backwards. Assuming what they were after was to fix their organizing documents to prevent malcontents from destroying the organization, they should have first passed a Bylaw amendment removing voting rights of the "Members" (their AOI allows the Directors to do that), then revised the Articles of Incorporation to eliminate "members", THEN make the Bylaw changes they made. My guess is that nobody on the FRC really understood precedence of Articles of Incorporation over Bylaws. Maybe had simply forgotten that they had Articles of Incorporation. I've seen other loose-knit non-profit organizations make the same mistake.

What would be very useful in understanding what's going on, would be to see what the Bylaws were BEFORE the recent change.

On the other hand, it's not clear by what authority either in the old or new Bylaws or the Articles of Incorporation, or under Florida law, the OP could execute a coup, remove the incumbent Board of Directors and vote themselves in as a new Board under these circumstances. The "emergency meeting" was clearly a set-up to stage a coup, and the FRC Directors who showed up took the bait without thinking it through, and then lost control of the situation.

At worse, the Bylaw changes voted on in Feb simply should have been declared void, and then they'd have to start over and follow procedures..

At this point I think the organization has been effectively destroyed unless the FRC has a decent lawyer.

 

And apparently they do NOT have that authority. There is a section of the Florida statutes that deals specifically with removal of Directors of corporations. Nothing in that section supports this type of coup.

 

This is a treatise in how *not* to effect change in a frequency coordination body, regardless of whether said body needs changing or not.

I'm also reasonably sure W4RH doesn't need this grief and will happily find something better to do if he likes.

 

W4RH has been nothing but a force of good for ham radio and its outrageous to see him targeted this way.

 

you must be kidding, this is going on for years!!!

 

Lay it out for us.

Facts.

 

My apologies for the lengthy post. I present this information as my personal opinion and don’t have the time to continue to repeat it in pieces. My purpose in this note is not to cast blame or disparage, argue for or against anyone or any position. NN4RH’s post gave me the impetuous to present it for everyone’s information and enlightenment.

As my club’s repeater trustee, I represent all of its members’ interests before the FRC. When I was appointed to that position, I was tasked with the responsibility to provide the best attainable repeater facilities for our member’s use. If mutual consent coordination fails in Florida, our club repeaters, along with many others, will suffer and coverage will be reduced or potentially eliminated due to interference, accidental or otherwise, on the bands.

I have watched the issues outlined in the press release and discussed here as an interested observer both on line and at FRC meetings at the Miami, Melbourne and Orlando hamfests for several years. I’ve heard lots of talk, but have seen little action. Indeed, the decisions are often quite “dubious” as expressed by others in this thread.

But the recent action undertaken by the Board of Directors was one that I, specifically as a FRC member and also generally as a Radio Amateur, could not continue to ignore: The FRC Board of Directors decided to arbitrarily disband their membership, re-elect themselves and function as a private “junta”.

NN4RH earlier post accurately describes the timing of how this junta was created. Moreover, its generally agreed that, if an organization has no members, why does it need a Board of Directors? Is it that, possibly, these BOD members, who voted to disband all members other than themselves, have transitioned from being a Board of Directors to an organization to a private club with they themselves as the only members?

On July 6, 2017, a well-publicized emergency members meeting was organized by N2FSU, a long time director of the FRC. This meeting was made official by a notice on the FRC website. During this meeting the members, a total of 85 of us, either directly, remotely or via signed proxy, exercised our rights to have a finding of fact, to censure and then to remove the seated board.

We did this because the interests of the organization and its members were no longer being represented by those we had entrusted the organization to.

Three members of the FRC board were present at this meeting and were asked a simple yes or no question: “Did the Board act to remove all members of the FRC unilaterally?” The answer was “yes”. Regardless of prejudice for this, we made sure that these members, being fully qualified members of the organization, had every opportunity available to them to become involved in the subsequent motions. Each time, we were rebuffed and told that this meeting , even though it was posted on the FRC website, was “illegal and not recognized” by two of the three seated members of Board of Directors due to “timing”.

After the meeting to remove the board and our votes to elect a new one, someone in control of the FRC website removed all traces of the announcement for the emergency meeting. As of the time I write this, the removed board has refused to voluntarily relinquish control of the organization after they were decertified and informed of the decisions by their membership.

Contrary to NN4RH’s characterization of the member’s action as a “coup”, the members of FRC simply fired the board that they themselves had previously elected. When the board, by their own admission, removed all members of the FRC, save for themselves, from membership in the organization and placed their personal interests above the organization they were elected to represent, we, the members, acted.

I was elected as a member of the reformed board and pledge to work towards establishing a new, member centric service organization that has transparency and accountability, both qualities that the existing board lacked. I feel strongly that only through mutual respect and cooperation can we avert clashes on the repeater frequencies because operating the FRC as a self-elected junta will result in chaos on the repeater bands in Florida, to EVERYONE’s detriment.

All amateur coordination bodies, in Florida or elsewhere, have no legal power other than mutual licensee cooperation over amateur spectrum management.

A spectrum management group is defined as a group of qualified individuals that work with FCC Licensees to effectively manage usage of limited spectrum capacity with, for and by those with licensed rights to that spectrum. As a member of the Society of Broadcast Engineers I’ve worked with SBE’s all-volunteer Frequency Management Group for Broadcast Auxiliary Service systems and “white space” devices used in the broadcast industry often. SBE defines their function as follows:

A SBE Frequency Coordinator should:

-Act as a facilitator to promulgate and maintain mutual respect among all spectrum users.

-Adhere to high ethical and professional standards in his/her relations with coordinated parties.

-Maintain a high level of expertise with FCC rules pertaining to Spectrum usage and system technical operations

-Demonstrate willingness to share such information with any and all licensees, SBE members or not.

-Respond in a prompt, unbiased and professional manner to all reasonable requests for information from the Spectrum Management database and/or allow unfettered access thereto.

-Make every reasonable effort to accommodate all parties desiring to coordinate in good faith to the best of his/her ability taking into account pertinent FCC rules and the state of the art.

All broadcasters have equal rights to use BAS spectrum. Since this spectrum has limited bandwidth, especially during special events like the Super Bowl and political conventions, coordination of all local and itinerant users must be established or else chaos ensues.

Neither the SBE Spectrum Coordinators nor the SBE itself have legal jurisdictional rights; those rights are reserved for only the licensees themselves. These coordinators provide a mediation service to all members of the Broadcast community and endeavor to make sure that interested parties’ rights are managed with mutual respect and peer cooperation before they become a problem on the air.

The above functions are the exact same purpose that FRC exists to provide. Disbanding FRC’s members, therefore, not only eliminated the organization’s reason to exist but also imperils mutual trust and mutual cooperation between the very people they removed from membership.

FRC’s “legitimacy” as a spectrum management arbiter comes solely from the good will of its members.

So why disband the members? Currently, there are organizations that are attempting to make repeater directories a “profit center”. It is interesting to note that these organizations will pay coordination groups sizeable sums of money for access to their repeater databases. Coordination groups may then be tempted to succumb to offers of remuneration for the information that they have in their database and later selfishly guard the influence they have over coordinated spectrum users. Repeaters are not listed in these directories if they are not officially coordinated by these groups, so the pressure to both coordinate as many repeaters as possible and to browbeat and otherwise pressure repeater owners who wish to be listed in these directories is a great temptation.

My view is that the FRC’s repeater coordination database and any similar intellectual property that the group possesses must always be available openly to all interested amateurs. Any commercial use of this information in a for-profit publication, for whatever reason, must be on a non-exclusive basis. Any income received from such publication must first go towards the payment of the corporation’s operating expenses (website costs, mailing postage, general operations, etc.). Then, the funds that remain must be donated to a compatible charity with an interest to community support of Amateur Radio operations and/or scholarship.

A volunteer spectrum management group exists for its members not for itself. This and repressive usurpation of member’s rights of arbitrary membership disbanding, for whatever reason, must not stand. The parties that perpetrated this act were censured and removed by the membership of the Florida Repeater Council.

Not a coup: A revolution! And one that happened because an elected board that disbands its members ceases to be a board of directors and becomes a junta.

 

Whether the "members" had the authority to remove existing directors depends on how the directors were originally elected. If the directors were in fact elected by the members then the members under the Floida corporations law would be able to remove those directors. However if the directors were appointed by the board of directors, which seems to be the case here based upon the OP' post as well as the FRC Articles of Incorporation, then under the Floida law, only the Board of Directors could remove a Director.

Unless ... there was a provision in the bylaws -the old bylaws - that specified a different process for removing directors.

Again the proper procedure was to simply raise a "point of order" that the bylaw changes were invalid and therefore the old bylaws would remain in effect.

What youre missing is that the FRC was NOT organized as a democracy in the first place! The original Articles of Incorporation gave ALL authority to the Directors and none to the so-called members. It does not say anywhere that members had any voting rights and actually says in effect that voting rights of members is at the whim of the directors in power.

I dont have a stake in the outcome either way and im not saying whether either side is right or wrong. The point i am trying to make is that based upon the extant information, neither side in this seems to understand the organizing documents, parliamentary procedure, or apparently Florida corporation statute.

So the result is a big mess and the likely outcome is that If FRC has a half decent lawyer, they will prevail. My guess is that once they realize they did things backwards, they will file amended Articles of Incorporation (no member vote needed according to the way it was originally set up) and then ratify the bylaw changes. The "revolutionaries" if you prefer that term will be left with nothing.

Again it all boils down to the way the organization was originally incorporated. It was not incorparated as a member-driven thing.

 

And fwiw a corporation does not need to have "members", but does have to have directors / officers

What the "revolutionaries" might try at this point and possibly with greater chance of success, and assuming that they really want change not just being malcontents, is to form a competing frequency coordination corporation, and seek recognition from the National Frequency Coordinators Council. Read the NFCC bylaws and standards and the arrl mou carefully. There is a subtlety that can work in your favor if youre clever enough.

 

Please note, I'm only the messenger for this press release from the board. I will not post regarding this further.

If you're in Florida and have an interest in the FRC goals, please reach out to the board.

Thank you,
Bryan Fields, W9CR

 

You raise an interesting aspect was curious if the by-laws of the FRC provided for the removal of officers/members and if so was the removal conducted in accordance with those by-laws procedural matters sometimes have a way of coming back and biting you in the ...... and your ducks need to be in order.

 

When you post on QRZed 'Amateur Radio News', you reach a world wide audience. IF you wished to restrict it to Florida, or FRC 'members' then there was no benefit in using this venue, IMO.

In fact, the lack of facts presented , IMO , puts some people at very high risk for a defamation lawsuit. That, of course, is up to the potential plaintiffs and whether the court sees sufficient grounds when posed. Its not up to me.

The posts that followed the OP indicate strong support for making the case of defamation, IMO.

Yours may differ.

73
Chip W1YW

 

Even living here in Sydney, Australia, with my frequent visits to Florida over the past 12 years, it was evident many FL hams were unhappy with the performance and deliverable's of the repeater coordinators in that state. This issue of secret, undisclosed bylaws for any Committee is in my view a red flag. As a Senior Member of the IEEE, their bylaws are open for anyone to see. Not with standing that, there had been recent moves in the IEEE to adopt bylaws which support no membership voting or participation. While being told 'trust us', the IEEE bylaw amendments failed as a nod to common sense.

I am presuming there is a motivation of sorts for this business model that permits a self serving approach, but even trying to imagine laterally, it's not something I can conceive.

While trivial in comparison, it's worth noting the 'Hornsby & District Radio Club" here in Sydney has secreted away the clubs by-laws for over 25 years, maybe more, which makes me suspicious given the behavior of some of the personalities at the helm there.

Good luck Lu, and get things working again.

Regards,
David Burger VK2CZ
IEEE History Committee, Past Chair
VP, Manly Warringah Radio Society, Sydney

 

The issue of whether the members can remove the extant board is not the issue at hand.

The problem is a world wide dissemination of allegations against those board members (removed) without facts presented to back up those allegations. IMO these allegations are defamatory , with intent. It is up to those injured to decide on a formal complaint. I, myself, would not hesitate. That is my opinion.

FRC could have just announced a removal and reconvening of a newly populated board. But nooo...