Hi,
I still haven't returned my ballot for the AMSAT Board of Directors election, in part because I don't feel that I have really good information on which to make a decision. I would like to vote for a Board that will be effective and strengthen the organization. It is particularly important to select the best possible board because, in my view, AMSAT is an organization in serious trouble. But, I would prefer to base my vote on the recent accomplishments, recent positions during board meetings, and explicit near-term objectives of the candidates. I would prefer to not simply use a blunt strategy of voting against all incumbents and for all challengers. Unfortunately, I don't feel that I really know much about the activities of the individual board members.
To remedy this, I suggest that the close of the BoD elections be postponed until at least thirty days after the following have been published:
o A list of all Board meetings held over the last year o Minutes from all of these Board meetings o Minutes from all AMSAT committee meetings of the last year
We can certainly have a discussion about the appropriate level of transparency for the Board and its committees, and whether the Board is meeting those objectives. Here is what the D.C. statutes under which AMSAT is incorporated have to say on the matter:
Each corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, board of directors, and committees having any of the authority of the board of directors; ... All books and records of a corporation may be inspected by any member having voting rights, or his agent or attorney, for any proper purpose at any reasonable time.
-tjs
Tim and all,
This is an interesting post and - with no disrespect intended - one that should have been made when you first received your ballot.
It's interesting because I suspect you or I would get as many answers as the number of people we asked about what it will take to strengthen AMSAT. I have my own thoughts in that regard, and I'm confident you have yours. I suspect they would be at least inconsistent, if not quite divergent. That's not to suggest there's anything wrong with that; it's just to point out that "being effective and strengthening AMSAT" will - like many other things - be in the eyes of the beholders.
All of that notwithstanding. I've read the AMSAT Bylaws published on the Web site. It seems to me that doing what you're suggesting would take a Bylaw change because the specific voting deadline and the date of announcement of results are included in Article III-4 as Sept. 15 and Sept. 30, respectively. Article IV of the Bylaws defines the process of amending the bylaws, with such amendment not taking effect until 30 days after announcement by the Board (of its approval of a Bylaw change) has either been mailed to the membership by the Secretary or officially published in a publication of the corporation. And then, of course, objection by 10 percent of the membership to the Bylaw change would trigger a full vote by the membership. So the best-case scenario is a Board vote to change that is not challenged. That would take until the end of September to accomplish.
There's nothing sacred, I suppose, about the new Board being in place at the annual meeting, but it would be highly unusual for that not to be the case, in my opinion. It's virtually impossible for AMSAT to do what you suggest and hold an election before the annual meeting. I suspect you know that. You've taken the time to research the District of Columbia statutes for corporations like AMSAT. I'm confident that you also researched the applicable AMSAT Bylaws.
Finally, for what it's worth, it's also impossible to, as you write vote "against all incumbents and for all challengers." Two of the five candidates are current directors. A third has served on the Board the past year as an Alternate. The other two candidates are not incumbents. We are asked to select no more than four. Since the is an odd-numbered year, the Bylaws require four Board positions to be filled in this election. It's not possible to avoid returning two current Directors (or one current Director and the current Alternate) to the Board, unless I'm missing something in the Bylaws.
Can you help me understand why you didn't make this post earlier, when there would have been enough time to act as you suggest without incurring the need for a Bylaw change?
73 to all,
Tim Lilley - N3TL
________________________________ From: Timothy J. Salo salo@saloits.com To: amsat-bb@amsat.org Cc: bod@amsat.org Sent: Thursday, August 27, 2009 4:40:52 PM Subject: [amsat-bb] BoD Elections
Hi,
I still haven't returned my ballot for the AMSAT Board of Directors election, in part because I don't feel that I have really good information on which to make a decision. I would like to vote for a Board that will be effective and strengthen the organization. It is particularly important to select the best possible board because, in my view, AMSAT is an organization in serious trouble. But, I would prefer to base my vote on the recent accomplishments, recent positions during board meetings, and explicit near-term objectives of the candidates. I would prefer to not simply use a blunt strategy of voting against all incumbents and for all challengers. Unfortunately, I don't feel that I really know much about the activities of the individual board members.
To remedy this, I suggest that the close of the BoD elections be postponed until at least thirty days after the following have been published:
o A list of all Board meetings held over the last year o Minutes from all of these Board meetings o Minutes from all AMSAT committee meetings of the last year
We can certainly have a discussion about the appropriate level of transparency for the Board and its committees, and whether the Board is meeting those objectives. Here is what the D.C. statutes under which AMSAT is incorporated have to say on the matter:
Each corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, board of directors, and committees having any of the authority of the board of directors; ... All books and records of a corporation may be inspected by any member having voting rights, or his agent or attorney, for any proper purpose at any reasonable time.
-tjs
_______________________________________________ Sent via AMSAT-BB@amsat.org. Opinions expressed are those of the author. Not an AMSAT-NA member? Join now to support the amateur satellite program! Subscription settings: http://amsat.org/mailman/listinfo/amsat-bb
Timothy, You bring up some good points. Anyone can be on the ballot by following the rules of nomination. If you feel strongly about all this, change comes from within. I think you should personally attend one of the BOD meetings and/or a membership meeting as is held at the Symposium on a yearly basis. There, you can bring this up and have a more interested audience. There are no "secret" happenings - it is all out in the open. Besides having your ideas heard, you can meet the players in the organization face to face and develop friends who feel similar to how you do, as well as finding out why opposition exists. As Tim, N3TL, points out, now is not the time to bring this up. Hope to see you in Maryland. 73, Dee, NB2F P.S. All the nominees are hard workers and deserve credit just for asking to do more for "FREE."
-----Original Message----- From: amsat-bb-bounces@amsat.org [mailto:amsat-bb-bounces@amsat.org] On Behalf Of Timothy J. Salo Sent: Thursday, August 27, 2009 4:41 PM To: amsat-bb@amsat.org Cc: bod@amsat.org Subject: [amsat-bb] BoD Elections
Hi,
I still haven't returned my ballot for the AMSAT Board of Directors election, in part because I don't feel that I have really good information on which to make a decision. I would like to vote for a Board that will be effective and strengthen the organization. It is particularly important to select the best possible board because, in my view, AMSAT is an organization in serious trouble. But, I would prefer to base my vote on the recent accomplishments, recent positions during board meetings, and explicit near-term objectives of the candidates. I would prefer to not simply use a blunt strategy of voting against all incumbents and for all challengers. Unfortunately, I don't feel that I really know much about the activities of the individual board members.
To remedy this, I suggest that the close of the BoD elections be postponed until at least thirty days after the following have been published:
o A list of all Board meetings held over the last year o Minutes from all of these Board meetings o Minutes from all AMSAT committee meetings of the last year
We can certainly have a discussion about the appropriate level of transparency for the Board and its committees, and whether the Board is meeting those objectives. Here is what the D.C. statutes under which AMSAT is incorporated have to say on the matter:
Each corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, board of directors, and committees having any of the authority of the board of directors; ... All books and records of a corporation may be inspected by any member having voting rights, or his agent or attorney, for any proper purpose at any reasonable time.
-tjs
_______________________________________________ Sent via AMSAT-BB@amsat.org. Opinions expressed are those of the author. Not an AMSAT-NA member? Join now to support the amateur satellite program! Subscription settings: http://amsat.org/mailman/listinfo/amsat-bb
participants (3)
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Dee -
Tim - N3TL -
Timothy J. Salo