Still one part missing.... (skip if you don't want to read about the BoD concerns)
[Legal Disclaimer: None of the below should be construed as fact. I am only trying to confirm what I know in order to make an informed decision when it comes time to vote. Please feel free to correct any assumptions or conclusions I may have reached below]
I understand both of Directors Stoddard's and Thompson's concerns about the validity of certain spending on legal advice. I understand both of Directors Stoddard's and Thompson's concerns about the withholding of corporate documents until a legal demand letter was presented. I understand the concerns of many of the board and executives about a conflict of interest with Director Thomson's involvement with ORI. I understand the concerns of many of the board and executives regarding harassment policies. I understand the concerns of some of the members about the potential misuse of the membership mailing list by an alleged "agent" of Director Thompson (and/or ORI), as well as understanding the reasoning Director Thompson put forward for the ORI return address on mailing in question.
One thing I do not understand is why any of this does (or did) affect Director Stoddard? Why was corporate documentation withheld from him? From what I can tell, he has no relation to ORI. Is it because his candidate statement was included with the ORI mailing (I don't even know if it was, I cannot remember and didn't save my mailing)? Was it because he hesitated (or refused) to sign the new NDA? Or did he sign the new NDA? Were all other BoD members asked to sign the NDA prior to being given access to the corporate documents that were alleged to be withheld from Dirs. Stoddard and Thompson? Is that NDA now SOP for all new Directors and Executives?
Again, I have had very positive relationships with almost everybody involved, so I want to be sure I understand exactly what has happened so that I can make an informed decision when it is time to vote for new Directors. If anybody feels that I have portrayed them unfairly or incorrectly, please let me know.
I know this is just more fuel on the fire, and for that, I apologize. I hope we can all put this behind us soon.
--Roy K3RLD
Roy,
You are correct about my lack of a connection with Open Research Institute. I have nothing to do with ORI. My full candidate's statement for last year's Board of Directors election was included in the mailing Michelle prepared. I helped cover the costs of that mailing, which was done in full compliance with the AMSAT bylaws.
Michelle and I were initially told by Joe Spier in late September 2019 we needed to sign a non-disclosure agreement before we could gain access to AMSAT records like the archives of the Board's private mailing list. Then it became something different... we had to sign an acknowledgement for the NDAs AMSAT had with different organizations. We were not provided copies of these NDAs initially, but told we would have to sign an acknowledgement of those NDAs during the Board meeting at last year's Symposium. This acknowledgement had nothing to do with accessing AMSAT records or the mailing list archives. Michelle and I wanted to see these NDAs before the meeting, so we could have adequate time to review them. We received copies of the AMSAT NDAs. Michelle and I, along with the rest of the Board and the senior officers, signed an acknowledgement of those NDAs during the Board meeting.
After the Symposium, things changed again. In a phone call with Joe Spier and a lawyer from Hurwit & Associates, both Joe and the lawyer were discussing a proposed "conflict of interest" policy that would prevent Michelle and me from ever seeing any AMSAT records related to anything before we joined the Board. I previously wrote about here on the -BB and on my http://amsat.wd9ewk.net/ web page. When this was brought to the attention of the rest of the Board and senior officers, nobody spoke up. After seeing Clayton's letter, it is crystal clear why that was.
It took Michelle and me seeking our own legal advice, followed by the demand letter sent to AMSAT in late January, to end the roadblock that started on day 1 of our terms as directors. After Joe Spier's quick resignation, Clayton and AMSAT's lawyer both said we would have access to records - almost 5 months after our terms started. Five months where AMSAT was not in compliance with District of Columbia corporate law. Michelle and I welcome an opportunity to discuss a wide range of issues concerning AMSAT with the rest of the Board of Directors in a meeting. As of now, it appears to me that neither the other directors nor Clayton are willing to join us in calling for a Board meeting.
Seeing what we went through last fall with those NDAs, I would expect that any new directors or senior officers should be provided copies of AMSAT's NDAs, along with an acknowledgement form like we signed last year. This should be part of the process of welcoming new directors or senior officers. There was no process I could see when Michelle and I joined the Board last year, even though there is a brief mention of a process in the AMSAT bylaws for outgoing and incoming directors. I saw much more organization when I joined the Board as an alternate back in 2011.
73.
Patrick Stoddard, WD9EWK/VA7EWK http://www.wd9ewk.net/ Twitter: @WD9EWK or http://twitter.com/WD9EWK
On Mon, Jul 13, 2020 at 8:54 PM Roy Dean via AMSAT-BB amsat-bb@amsat.org wrote:
[Legal Disclaimer: None of the below should be construed as fact. I am only trying to confirm what I know in order to make an informed decision when it comes time to vote. Please feel free to correct any assumptions or conclusions I may have reached below]
I understand both of Directors Stoddard's and Thompson's concerns about the validity of certain spending on legal advice. I understand both of Directors Stoddard's and Thompson's concerns about the withholding of corporate documents until a legal demand letter was presented. I understand the concerns of many of the board and executives about a conflict of interest with Director Thomson's involvement with ORI. I understand the concerns of many of the board and executives regarding harassment policies. I understand the concerns of some of the members about the potential misuse of the membership mailing list by an alleged "agent" of Director Thompson (and/or ORI), as well as understanding the reasoning Director Thompson put forward for the ORI return address on mailing in question.
One thing I do not understand is why any of this does (or did) affect Director Stoddard? Why was corporate documentation withheld from him? From what I can tell, he has no relation to ORI. Is it because his candidate statement was included with the ORI mailing (I don't even know if it was, I cannot remember and didn't save my mailing)? Was it because he hesitated (or refused) to sign the new NDA? Or did he sign the new NDA? Were all other BoD members asked to sign the NDA prior to being given access to the corporate documents that were alleged to be withheld from Dirs. Stoddard and Thompson? Is that NDA now SOP for all new Directors and Executives?
participants (2)
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Patrick STODDARD (WD9EWK/VA7EWK) -
Roy Dean