Right, so it's possible that the expenses were made within the bylaws, from what you're saying. The question still remains, was it wise?
Which brings me to a point I want to make in response to this from Clayton's message:
"It is absurd for two newly elected board members to make accusations of unauthorized expenditures when it was in part the actions of Directors Thompson and Stoddard prior to their election that forced the Board at that time to take appropriate action to seek legal counsel to protect the corporation."
You always have a choice. Instead of hiring lawyers you could have engaged Michelle and Patrick about their concerns. You could have done this informally and in additional board meetings beyond the one you had.
Describing criticism or opposition as attacks and threats, and engaging lawyers over it, shows to me that there is room for improvement in handling criticism.
73, John Brier KG4AKV
On Mon, Jul 13, 2020 at 9:19 PM Rich Gopstein via AMSAT-BB amsat-bb@amsat.org wrote:
Let me clarify:
I said "the board said the expenses were authorized."
I didn't say "the board directly authorized the expenses"
The implication is that the officers authorized the expenses and the board was OK with that. And since it's up to the board to decide what the officers can or can't authorize, the fact that they said that the expenses were authorized should be sufficient.
Rich
On Mon, Jul 13, 2020 at 5:46 PM Steve Kristoff via AMSAT-BB < amsat-bb@amsat.org> wrote:
But even in your own evaluation there are contradictions.
Quote from your email: "If an expense went to the board for approval, it would show up in the minutes of that board meeting."
Further down your email: "- In this case, the members of the AMSAT board at the time said that the expenses were authorized."
Then, by your own evaluation of the by-laws, if the members of the board authorized the expenditures (second quote), shouldn't that authorization show up in the minutes of the board meeting? (first quote)
Steve AI9IN
----- Original Message ----- From: Rich Gopstein via AMSAT-BB (amsat-bb@amsat.org) Date: 07/13/20 15:25 To: Amsat - BBs (AMSAT-BB@amsat.org) Subject: [amsat-bb] Brief summary of the "unauthorized expenses" claim
First: I'm not a lawyer. These are my observations only.
This is what I learned over the past few days while researching the claim that the AMSAT money spent on legal services related to the new directors was "unauthorized".
- I read the AMSAT bylaws. They are very readable, BTW - and not long.
- The bylaws say that expenses can be authorized either by the board
itself or by the officers of AMSAT if the board delegates that authority.
- If an expense went to the board for approval, it would show up in the
minutes of that board meeting.
- If an expense were authorized by an officer, then it wouldn't show up
in the minutes of a board meeting.
- The claim that the expenses were unauthorized was based on the
observation that there was no record in the board meeting minutes of the authorization. However, as mentioned above, not everything has to go to the board for approval. And that decision is up to the board itself.
- In this case, the members of the AMSAT board at the time said that the
expenses were authorized.
- Since the board has the authority to authorize expenditures (directly
or indirectly) and they say the expenses were authorized, that indicates to me that the expenses were authorized.
Note: Michelle and Patrick were not members of the board when this happened. They were analyzing this after the fact.
Rich KD2CQ AMSAT Life Member _______________________________________________
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Sent via AMSAT-BB@amsat.org. AMSAT-NA makes this open forum available to all interested persons worldwide without requiring membership. Opinions expressed are solely those of the author, and do not reflect the official views of AMSAT-NA. Not an AMSAT-NA member? Join now to support the amateur satellite program! Subscription settings: https://www.amsat.org/mailman/listinfo/amsat-bb