I understand and appreciate your questions and interest. I don't take offense at any of the questions. I know it's not a fun subject, not very pleasant, and many people do not care or find the entire thing annoying. Yes, it's annoying.
The minutes are the record of board activity.
If an expense is not in the record, and it's not an ordinary expense, it is unauthorized. This could have been easy to rectify.
This wasn't printer cartridges or annual travel or catering for an annual dinner. It was not handled like the hiring of FD Associates, the consulting firm, which was providing things that help the mission of the organization. It was the hiring of a Manhattan law firm, whose work products were, among other things, advice on how to slow down or obstruct access to records. That does not help the mission of the organization.
These were not ordinary business expenses. The responsibility of oversight lies with the Directors. It's our job to ask questions about things like this. We are just doing our jobs.
Board members that got together and did this before we were elected completely refused to talk about it and refused to meet to resolve it. Criticism is not an existential threat. Nuking people from orbit with lawyers because you don't like their complaints creates very bad karma.
One could take an extremely broad view of legal expenses and accept any legal expenditure as ok. We don't think that view serves any organization very well, and it is not how AMSAT handled other expenses, like FD Associates. Therefore we spoke up.
If Patrick and I were completely wrong about this, then the legal letter we commissioned would have had no effect. It would have been answered differently.
Once confronted with a letter summarizing why AMSAT was in the wrong, and asking for specific relief citing specific case law, Joe Spier resigned. There was a phone conference between the law firms and the AMSAT lawyer backed down and agreed to all the contents of the letter. Clayton Coleman took over as President and addressed the access to records within, I believe, a week. He acknowledged the problem and we got to work on several overdue items. Things were looking very good, we were moving forward. Clayton does not deserve calls for his resignation, hate mail, or anything like that. He is President during a very difficult time, in several ways. I told him he had my support.
If we had gotten an acknowledgement that this was a bad decision, and accounted for it and reconciled internally, we would not have gone to the membership with the report. This is a problem that an apology could have fixed. The majority wanted an election instead.
If you (or anyone else) has any further questions, please feel free to call. I'm in the volunteer directory. Or, you can email me for my home phone.
-Michelle W5NYV
On Sun, Jul 12, 2020 at 11:51 AM Rich Gopstein rich@ourowndomain.com wrote:
Thanks. I think we're getting closer :)
It sounds like the "unauthorized expenses" were incurred before you and Patrick were on the board. And the belief that they were unauthorized is based solely on reading the AMSAT board meeting minutes? So if those expenses were authorized through some day-to-day operational procedure, then they wouldn't have shown up in the board meeting minutes?
Note - I'm not defending the actions, just trying to understand if they were outside of the bylaws. So far, there isn't any direct evidence that they were - unless I'm misunderstanding something.
Rich KD2CQ
On Sun, Jul 12, 2020 at 1:26 PM Michelle Thompson < mountain.michelle@gmail.com> wrote:
Yes, I can try. You are correct. There is, and definitely should be, latitude for ordinary day to day budgeted expenditures.
An unauthorized expense is when money was spent for something it was not allocated for, or if the amount spent goes over a set amount.
Both cases occur here. There was a $4k overage to a consulting firm. The first $10k was properly authorized. But, officers just kept spending past the limit.
Hiring a law firm needs to be carefully documented, especially when historically legal expenses are often zero.
Authorized and expected costs include things like trademark and regulatory consulting and review.
Anything out of the ordinary, an unusual or unanticipated reason, or something regarding liability, loss, and many personnel decisions, needs authorization.
The authorization for FD Associates appears in AMSAT meeting minutes.
Hiring Hurwit does not appear in the minutes.
A variety of unusual and personally motivated expenses followed.
Targeting individual members (the denial of access, the NDA runaround, the false claims of conflicts of interest were all advised by Hurwit) and then attempting to move these expenses to "overhead", is an unauthorized and improper use of member money.
Mentioning us by name in payments, and grossly mischaracterizing mild complaints and requests for help as deserving of a nuclear response, is an unethical use of money.
The board needed to go on the record about this contract, given the very unusual nature of the expenses which did not fit into a budgeted or recurring category, but they did not.
I understand you may discount my opinion.
That is why we hired a corporate governance specialist who reviewed everything. She also wrote the demand letter that finally got me and Patrick access to records in early February, four and a half months after we were supposed to start our terms.
She reviewed the additional documents we now had access to and explained that some expensss were unauthorized and improper.
We made our case to the board, looking to resolve this. They were silent and completely uncooperative, until recently.
The change happened when we asked to see copies of all the Hurwit checks.
I campaigned for transparency. Without financial transparency, many other things simply don't work well.
I'm optimistic there can be meaningful improvement.
-Michelle W5NYV
On Sun, Jul 12, 2020, 09:14 Rich Gopstein rich@ourowndomain.com wrote:
Could you clarify "unauthorized"? Not disclosing the expenditure after the fact is different from authorization. Just trying to understand why the expenditures were not authorized. I took a look at the bylaws, and it's clear that officers can be given latitude to make expenditures on behalf of AMSAT without board approval for each expenditure (as you would expect - it would be impractical for the board to have to approve every expenditure).
Rich KD2CQ
On Sun, Jul 12, 2020 at 11:20 AM Michelle Thompson via AMSAT-BB < amsat-bb@amsat.org> wrote:
The unauthorized expenditures have been admitted to.
Months of attempts to call a board meeting and address it internally have been made.
This failed.
Legal advice was sought. We proceeded carefully, and documented what we did along the way.
This worked.
Patrick and I are in the clear.
The officer and employee who signed these checks are not.
They claim the entire board knew about it.
There are no records of this contract. It was not disclosed to us when we joined. Adding in denial of access, we have problems only an election can solve.
Unlike other things we do, this isn't rocket science.
Speaking up to give members a chance to get a functional board, before an election, is simply the right thing to do.
I didn't select the weekend the nominations to the board were announced.
Preferring I resign instead of allowing a large amount of unrepentantly unauthorized spending to continue is a mistake. Understandable though. This is upsetting. Please try not to shoot the messengers too many times.
Members should get real value out of the membership. They should not have to pay for secretly hired law firms. Especially for such trivial and easily resolved reasons.
Criticism isn't an existential crisis. Unauthorized spending definitely is.
If members agree with spending their money this way, then they will vote to return the same people to their jobs.
I have faith in great potential for improvement. There are candidates that will follow the law and the bylaws and were willing to step forward. Robert, Howie, and Jeff.
We are fortunate to have a choice. This year it makes a big difference.
Michelle W5NYV
On Sat, Jul 11, 2020, 00:52 Alan via AMSAT-BB amsat-bb@amsat.org wrote:
I read the recent allegations by Directors Stoddard and Thompson of improper behavior on the part of some AMSAT Officers and Directors with
concern, but
also caution. Concern, because nothing remotely similar has occurred
in the
30+ years I have been a Member and sometimes Board Member. Caution,
because
the nature of the accusations and particularly the timing during a
holiday
week in the AMSAT election cycle had all the hallmarks of a cynical political hit. That is now the most plausible explanation. If they
believed
the serious allegations to be true, it was irresponsible not to have brought them to the attention of the Members before now. These accusations
were
either carefully crafted for maximum political effect, or to put the
most
charitable face on it, represent genuinely honest concern but
egregious
errors in judgement by the accusers.
I call on Directors Thompson and Stoddard, in light of these
unwarranted
accusations, to apologize publically to both those they have so
grievously
misrepresented, and to the Members for the harm they have caused
AMSAT. It
would be honorable to resign because of how badly they have broken
trust
with the organization and its Members. Lacking that, at a minimum they should pledge not to seek reelection. If as they claim they represent
a
vision with wide support, surely they can find genuinely qualified candidates to replace them without their baggage.
Hopefully AMSAT Members will consider carefully which current Board candidates have either expressed support for these failed Directors,
or
been endorsed by them. There are other, better, proven candidates.
Alan Biddle WA4SCA Past Board Member and Corporate Secretary
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expressed are solely those of the author, and do not reflect the official views
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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