The Shadow radio program was a bit before my time but not my grandmother’s. She told me she would secretly listen to this show on a Zenith table top receiver at her bedside table while my grandfather was working at the bank. Apparently, he didn’t think women should listen to such “stories.” Ma Perkins, yes, but not The Shadow. Thankfully, times have changed. It’s since been recreated in at least one motion picture with The Shadow being played by the actor Alec Baldwin. But there is another modern version in production as I will describe further below.
That’s part of the mystery of The Shadow character, doing something that selected others don’t know about. From Wikipedia, it “debuted on July 31, 1930, as the mysterious narrator of the radio program Detective Story Hour, which was developed to boost sales of Street & Smith‘s monthly pulp Detective Story Magazine…The Shadow wore a wide-brimmed black hat and a black, crimson-lined cloak with an upturned collar over a standard black business suit….The Shadow does not wear a costume because he is invisible when he operates as a vigilante, a feature born out of necessity. Time constraints of 1930s radio made it difficult to explain to listeners where The Shadow was hiding and how he remained concealed from criminals until he was ready to strike.”
While The Shadow was a good guy in the story, the genre reflects how much bad stuff is created in the shadows until it is ready to be sprung onto the public. That is a key element to this article. The nostalgic introduction is contained in an audio clip below. Give a listen…it will set the mood for the story I’m about to tell you.
What’s this got to do with Amateur Radio?
Were you aware that another rendition of The Shadow is being played out on the Board of Directors of the ARRL? I was briefed on this by multiple sitting Board members over the past few years, including my own. No, I don’t think that any of the Division Directors have the panache to wear a wide-brimmed hat or cloak. (Me neither.) It’s in the form of a Shadow Board, a subset of Division Directors who I’m told have teamed-up with the non-voting Board member CEO and President to form a caucus. It is not authorized in the Bylaws. This group’s “shadow” actions circumvent public disclosure of League business discussions. Why? One source states below it is because they fear some Directors will actually tell their member constituents—you know, the dues-paying ones who vote for them—what is on the horizon for ARRL actions in the future. We might consider The Shadow (Board) here as the bad guy, in contrast to the plot in the original radio show.
While I would not necessarily classify the actions of these Directors, the Board Chair (President) and the CEO as dastardly evil, they are at variance with what is usual and customary Board behavior. And, it may be seriously out-of-kilter with what the IRS expects of nonprofit organizations who receive a tax exemption under the 501c3 tax code for the money they take in from donations. They, in fact, give specific guidance to these organizations like the American Radio Relay League for how Board governance should be conducted. I’ve cited this IRS document in previous articles and will refer to specific portions once again for clarity to the reader.
I’ve served on Boards from municipal capital expenditures to state legislature scientific committees to Federal advisory committees to a sitting Cabinet member. This is not normal behavior and would likely be illegal in most cases for government Boards. It’s at least egregiously unethical in the case of tax-exempt charities.
It’s in the form of a Shadow Board, a subset of Division Directors whom I’ve been told have teamed-up with the CEO and the President to form a caucus. It functions to circumvent public disclosure of League business discussions as per a former Board official. As I will show below in the form of a formal officer report to the Board, this officer said it is because they fear some Directors will actually tell their member constituents what the League is considering taking action upon, why, and seek input on whether or how to do it. Moreover, it avoids accountability. To make it more respectable, I’m told that participants call it the Leadership Council. Funny, why have they kept it a secret if there’s nothing wrong with it? As we will see shortly, it is not authorized in the official Bylaws so it does not come out of the shadows while doing its work. But those in the shadows know.
What the IRS Says to Guide Nonprofits
There are two clear and specific statements in the IRS Guidance document for nonprofit organizations that address the years-long practice of the Shadow Board by the ARRL.
One is the independence of Board members from the “domination” by employees of the corporation. This clearly states that the CEO should have NO dominant authority over any or all Board members. The CEO is not an independent member of the corporation because of the position’s employment status. The specific excerpt is shown below.
Current Board members whom I’ve asked about this have said that the CEO has openly stated in one or more of these Shadow Board meetings that he wants the Board to approve his power to appoint Division Directors in the future. If this were to occur, my reading is that it would be directly at odds with the IRS guidance about tax-exempt charity governance. I’d welcome cogent arguments to the contrary with respect to the above excerpt from the IRS Guidance document but I clearly interpret it that way.
The second guidance is that how governance works, and what it does, must be made publicly available. This is to ensure that a charity—that is, a 501c3 tax-exempt charity—must provide transparency and accountability to its constituents (here, the membership and donors). The specific narrative is this:
By operating a Shadow Board — uh, Leadership Council — for the past several years, when significant events and actions involving both policy and funding occurred, the League has effectively disenfranchised a significant segment of the paid membership. Moreover, since the ARRL claims as part of its public good (why it gets an IRS tax exemption) that it represents ALL licensed amateurs in the U.S., an untold number of hams are affected by this Shadow Board.
The Shadow Board Itself
From my online search results, the ARRL has never publicly acknowledged that it operates a Shadow Board. (Or a “Leadership Council.”) Now, my Division Director has mentioned to me in passing that “a few of us meet privately in order to get things done.” I’m told by Board members that the CEO calls those not on the Shadow Board “losers,” who hold back the progress he wants to make until “he can get the Board he wants.” I had no idea that is was intentional, structured, and ongoing like I have now been told by sitting and former Board members. However, the full Board and all officers have indeed been officially warned about how unethical this procedure is by one Officer as I show below.
One of the Board members shared with me an officer’s report to the ARRL Board from January 2024. I’m told it has already been widely circulated so I’m only bringing it to a wider audience. It was written by Mike Raisbeck, K1TWF, then 1st Vice President. I do not know him personally, but he is an attorney and corporate executive as well as a farmer in Massachusetts. Stout credentials in my book. I’ll put a link to the full report at the end for your reading. It is worth a full your time but I will use relevant excerpts from it here.
I had no idea that is was intentional, structured, and ongoing like I have now been told by sitting and former Board members. However, the full Board and all officers have indeed been officially warned about how unethical this procedure is by one Officer as I show below. This article brings it to a wider swath of the membership.
First, K1TWF defines the Shadow Board, how long it has been in operation, and some of the reasons as to why it emerged around 2022. Note that this is just after Mr. Minster became CEO of the ARRL. (Remember: employees of the nonprofit corporation are not supposed to “be the boss of” (dominate) independent Board members.) The pregnant question is did the CEO come up with the idea? One Board member thinks it could have been former Division Director Fred AB1OC who was apparently highly supportive of such a select caucus on the Board. I do not know but the timing can only make one wonder.
From Mike K1TWF’s January 2024 report to the full Board:
To hold meetings since 2022 to the present time of a politically-selected subset of an elected and independent Board of Directors, is not only bizarre but clearly runs rampant over the IRS guidance for independence of the (full) Board.
- How can an excluded, yet duly elected, Board member effectively report and represent the needs and wishes of the Division?
- How can these excluded Board members execute their fiduciary obligations to the corporation if they are excluded from business discussions and, effectively, decisions?
- Are the Shadow Board members shirking their own fiduciary obligations to act in the best interests of the corporation and its stated goals and objectives by systematically participating in a nefarious caucus?
- How can such a shady action be honestly defended to the membership at annual Division and Section Conventions?
Mike K1TWF articulates his view as an attorney and long-time ARRL Board member of why this is unethical on the part of the “caucusing” sub-Board:
From a long-time Board member, we are told about this Shadow Board of the ARRL, with lipstick put on a pig by calling it the “Leadership Council.” (Note that there is already an Executive Committee.) It came about because some Board members wanted a few Division Directors to not communicate with their Division’s membership about pending actions by the League. He does not explicitly identify the CEO as a member or a participant, although he does serve as a non-voting member of the full Board. I am told independently by a Board member that the CEO is a participant in the Shadow Board.
We hear a lot about the “loyalty to the corporation” requirement of the State of Connecticut’s charity laws for the ARRL’s Board. It is used as justification for Directors to explicitly not discuss any Board business with members (or others). But as Mike K1TWF, First Vice President as he wrote this, says there is no observable evidence in his purview that this produces a problem.
For members, it is a solution to be involved in the thinking that the ARRL goes through as it makes decisions. Otherwise, why have Division and Section meetings every year, if this is a problem as defined by a subset of Board Directors? (And members pay money to be “governed” this way?) As is often said on television commercials: but wait, there’s more!
He says it is explicitly to avoid both embarrassment and accountability. Being elected to office of most any kind requires accountability to the electing body. To intentionally obscure one’s actions before that electorate is precisely the thing that gets the goat of every member, it seems to me. The part that goes diametrically against the IRS guidance on tax-exempt nonprofits like the ARRL is the intent to avoid accountability.
Mike continues to say what additional impact this Shadow Board operation has on the League and membership.
I have taken Mike’s chart in his report and annotated it. I’ve put red boxes around the three Directors who seem to clearly be continually excluded from the Shadow Board meetings. Those who may periodically be on the “out” with these power brokers are shown in orange. The table contains full membership by Division at the time of November 2023. To emphasize K1TWF’s point about the disparity, anywhere from 25 to 41 percent of the full membership goes unrepresented in critical League business deliberations and planning. This reflects over 55,000 full members. I will note that this number is about what the difference is in the peak and trough levels of members from 2015 to the 2024.
The additional point that is made reflects Division apportionment. He shows in the last column the relative disparity there is in representation on the Board of Directors. It is real and does reflect clear differences in the representation on the Board of Directors according to the share of full membership in the Division.
To emphasize K1TWF’s point about the disparity, anywhere from 25 to 41 percent of the full membership goes unrepresented in critical League business deliberations and planning. This reflects over 55,000 full members. I will note that this number is about what the difference is in the peak and trough levels of members from 2015 to the 2024.
Shock, Amazement and Delusion
One of the frequent terms I’ve seen in the letters written by lawyers to someone on behalf of a client in civil matters is that the client was “shocked and amazed” at some nefarious action taken by the recipient of the letter. Certainly, the fact that the ARRL Board of Directors, under the tenure of the current CEO, has systematically held private meetings excluding at least one quarter of the full memberships’ elected Division Directors qualifies being described through such a phrase. One has to wonder how and why the leaders of a $14M nonprofit would conduct business like this. The donors surely should since they put money into the operation itself.
It is NOT a for-profit company. It is a not-for-profit charity which receives a tax exemption by the IRS in exchange for behaving in certain ways to execute and protect the public good that was declared by the ARRL when it was legally formed.
Well, one of them has told us. Mike K1TWF was an officer during 2024 and a long-time Director at that. He told the Board why this was happening and admonished them all to stop it. I am told by sitting Board members that it hasn’t. But I’m not shocked or amazed at that, honestly. Here’s why.
In a previous article, I wrote about the actual legal status of the ARRL, which Mike K1TWF also stated in his First Vice President’s report last year. It is NOT a for-profit company. It is a not-for-profit charity which receives a tax exemption by the IRS in exchange for behaving in certain ways to execute and protect the public good that was declared by the ARRL when it was legally formed. In my earlier narrative, I argued that, since Dave Sumner K1ZZ retired, hiring a CEO draws from a candidate pool originating in the for-profit corporate world. (Sumner was promoted in-place from General Manager to CEO.) Since then, all three subsequent CEOs have been from the for-corporate labor pool. Why then be shocked or amazed when the current CEO “dominates” enough of a non-profit Board to caucus privately such that the official Board meeting just springs private decisions on the unsuspecting remainder of Directors?
Somehow I am reminded of the fable of the man and the snake. That is, hire an executive from the for-profit world but do not be surprised when, regardless of what he said in the interview, he takes the non-profit charity along the path of a for-profit corporation and begins to “dominate” the Board through power moves typical in the world of which he came. Not shocking or amazing whatsoever.
A man started to climb a high, steep mountain when a snake asked the man to carry him along. “But you’re a snake,” the man said. The snake smiled. “Don’t worry. I won’t bite you.” After days of arduous climbing, the man reached the mountain summit, whereupon the poisonous snake bit him. As he lay dying, the man cried out, “You said you wouldn’t bite me!” His reptilian hitchhiker looked at him and said, “Ha! You knew I was a snake when you picked me up.”
The delusion in the leadership is that the CEO can remake the non-profit ARRL into a profit-driven corporation where money is the prime directive and serving the membership comes in at a lower priority, except to the public relations department. Notice the recent appearance of ham radio products for sale by the ARRL which compete with vendors in the marketplace? At Division Conventions, ever hear the Director mention how much money could be made by a $1,000,000 “LoTW 2.0” investment that I’m told the CEO has proposed to this Shadow Board? Was a Shadow Board member the one who successfully argued that the League wouldn’t lose “that many” members over the QST subscription changes so it was in the best interests of the corporation? The for-profit mentality contrasts sharply with the member-focus that a non-profit charity takes. Those are precisely examples of the actions I referred to in my recent analysis of the current ARRL governance structure of leadership. It is a delusion to think that the ARRL can openly behave like a for-profit corporation when it receives a public tax exemption based upon promises to precisely not act like one. It will catch up to them, sooner or later.
The ignorance or intentional evasion of IRS rules and guidance since 2022 seems very clear to this writer. Not just to me but also to a long-term insider, Mike K1TWF. This person was a Board member for years and First Vice President when he wrote his report just last year. He has been a corporate executive and practicing attorney. Clearly, he saw things that, in his words, do not pass the “smell test.” My assessment is a journalist’s investigation based on sources and methods of corroborated information. I could be wrong about any part of this story because sources are not universally and completely accurate. His, though, is a clear witness of direct experience who informally “blew the whistle” on egregious Board behavior. Other sitting Board members tell me that he was ousted from office afterwards by those on the Shadow Board for simply speaking truth to power. No “conspiracy theory” here, as the CEO claims in the current issue of QST. Just what Mike K1TWF observed from being in the room when it happened.
Who knows what “evil” lurks in the hearts of Board members? Only the Shadow Board knows. But now so do you, if you didn’t before. If you think this behavior is not appropriate in serving you as an ARRL member, let your (Shadow) Director know. If they are not on the Shadow Board, buy them a cup of coffee or a beer. They’ve been pushed to the sidelines in representing you because they’ve supposedly tried to inform you of League business. You know, the business you’ve paid your annual dues to as a member. And the one who gave you the business on QST subscriptions and other matters.
Postscript
In the April 2025 issue of QST, CEO Minster’s Second Century column states, “If you are spending time getting your information from the myriad op-ed posts on social media, you are likely poorly informed….Reading the base-less conspiracy theories about ARRL does nothing to promote or protect amateur radio.” (p. 9)
What’s more conspiratorial than a Shadow Board excluding elected members of the Board of Directors who simply disagree with the CEO, the President, and some other Board members? It’s no conspiracy theory that a Shadow Board aka Leadership Council exists, excluding representation of 25 to 41 percent of the full membership. Board members in the rooms, on the phone calls, and in Zoom meetings where things happen are my sources. One of the League’s former officers formally stated in writing to the Board what he thought, just like the CEO does at every Board meeting. We don’t see the CEO’s Report because it is confidential to the membership but we got to see Mike K1TWF’s report only because it was released into the wild. The reader can judge the CEO’s column and credibility for such statements as they see fit. I’ve addressed a number of his wild claims that have no actual evidence supporting them in previous columns. Social media that are not sycophants of the ARRL are about the only means for members to learn actual facts and details of what the League is doing which is my goal as a journalist in this blog.
To me, it is more of the leadership delusion that revolves around Newington in recent years: Pay no attention to the man behind the curtain. It will likely remain as long as the League has a CEO and President who are not directly elected by the membership as are most of the other major national amateur radio associations. (Only RAC and WIA elect their President from the Board.) The Division Director the (member) reader votes for cannot make any difference unless a clear majority of the other Directors agree. A Shadow Board effectively prevents this from happening.
Appendix
First Vice President Report to the ARRL Board by Mike K1TWF, January 2024:
Report_1st-VP_2024_jan