Last time I read their bylaws, “monthly” meetings were not required.
Clint Bradford K6LCS
Can someone please explain why there are no monthly board meeting being held.??
Rick WA9JBQ
-- Rick Wyrwas
By laws only state once a year as soon after the election as possible.
Section 5: The Board shall meet in person as soon as practicable after the Secretary’s announcement of election results for the purpose of electing Officers and for such other business as may properly come before the Board. Additional meetings of the Board may be held at its discretion. The Board may also establish rules providing for telephone or telegraphic consultations in addition to the meetings required under these Bylaws, but no such consultation may result in official actions of the Board unless all Directors have been given timely and adequate notice of such events and afforded reasonable opportunity to participate, and unless the Secretary has kept the minutes of such consultation. At any meeting or consultation of the Board, a simple majority of Directors shall constitute a quorum.
On 7/5/2020 7:50 AM, Clint Bradford via AMSAT-BB wrote:
Last time I read their bylaws, “monthly” meetings were not required.
Clint Bradford K6LCS
Can someone please explain why there are no monthly board meeting being held.??
Rick WA9JBQ
-- Rick Wyrwas
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
AMSAT traditionally has held two leadership meetings a month. One with the board, and one with board and senior officers.
A large and active organization like AMSAT really does need leadership to meet regularly so it can stay informed and make decisions. Letting officers simply run the entire show, expecting to get rubber stamped once a year by a sleepy apathetic board, is a recipe for disaster for *any* corporation.
At the Arlington Symposium, which was the first board meeting that Patrick Stoddard and I attended, Joe Spier, Mark Hammond, and Jerry Buxton claimed that regular board meetings were "unproductive". Suddenly, the meetings simply couldn't happen. Suddenly, they're meaningless and a waste of time. Hm.
Tom Clark said this was unusual, unwise, and unwarranted. He said he had no idea why Joe Spier would do this.
Patrick and I objected to the sudden change from regular meetings to "meetings whenever the President decides". Patrick and I are minority members of the board. We were overruled.
By the 2019 Symposium Board Meeting, we'd already been denied access to corporate documents and communications, and we'd been (falsely) told that we had to personally sign a bunch of NDAs in order to get access. We'd gotten some name-calling and some runaround.
These experiences were covered in detail in reports to members starting here: https://w5nyv.blogspot.com/2019/09/report-to-members-1-amsat-na-board-of.htm... https://w5nyv.blogspot.com/2019/10/report-to-members-2-amsat-na-board-of.htm... https://w5nyv.blogspot.com/2019/10/report-to-members-3-amsat-na-board-of.htm...
But, I was very optimistic that we would actually have monthly meetings. They seriously couldn't literally mean "none".
We really needed to learn how to work together, since what Patrick and I campaigned on was very different than the way AMSAT had been run. Transparency, change of direction in technology, and open source.
But, Joe Spier refused to call any board meetings after 2019 Symposium.
There was an emergency board meeting to replace him when he resigned in late January 2019. No other business was entertained. It had been nearly four months since the annual board meeting.
Clayton Coleman didn't restore the regular schedule when he took over.
Clayton called the first real board meeting of his term in March. I was able to get a bylaws committee motion approved and I was able to get AMSAT to formally support the ARISS AREx project (AREx had requested a letter). I was able to restart the ITAR/EAR policy work with FD Associates. Patrick was able to get Clayton to promise to fire Hurwit and Associates. This was a lot of progress! This is what we promised members to do our best to do.
We looked forward to the next real board meeting where we could address ongoing disagreements over the financial outlook and how to reduce expenses. Clayton promised weekly reports, and things seemed to be unstuck.
But, no other meetings have been scheduled since then. No reports have been received from Clayton. Very few reports from any officers have been received. And the very serious issue of large unauthorized spending slowly emerged.
Patrick and I called for board meetings to address the unauthorized spending. We need one more board member to call a meeting. Or, the President calls the meeting. We wanted the unauthorized spending issues resolved internally. No one joined the call for this meeting.
A report about that is here: https://w5nyv.blogspot.com/2020/07/report-to-members-8-amsat-na-board-of.htm...
There was one 15 minute emergency meeting called to rubber stamp a yes vote on applying for a COVID-19 loan. I said we shouldn't touch the money. We were in no danger of going bankrupt like so many other businesses (restaurants, service industries). The loan was approved by the board 5-2 and it was approved.
When ARISS USA announced, Patrick and I called for a meeting in order to find out what happened, and get the lessons learned. Clayton said there was no discussion before the announcement. It sounded like a surprise. Others have said the split was talked about. Doesn't matter. Either way, it seems like the sudden departure of a project that has been a huge part of AMSAT for 24 years deserves more than a short and understandably exasperated note from the President.
So far, no meeting. No report. No discussion.
So, is AMSAT required to have regular meetings? No. It's not uncommon for organizations to only require one meeting a year.
Should AMSAT have regular meetings, like it's always had? Damn straight it should!
Bruce Paige has filed no motions this year except to move to close the few meetings we have had.
He complains about "administrative tasks" on the board mailing list. You have one job, Bruce. You are part of the administration.
He is perfectly ok with the bare minimum one board meeting a year, at Symposium.
He had shown zero remorse in being part of the unauthorized spending. If a bill comes in, the organization just pays it. What's the big deal?
Please do not return him to the board. He isn't helping with oversight or expense reduction. I'm sure he's a lovely person and does well elsewhere. Just not on the board.
Regular meetings for AMSAT leadership are a no-brainer. The incumbents blocked regular meetings starting at 2019 Symposium, and that continues to the present day.
If you want a functional board that provides oversight, achievable expense reduction, transparency, and can produce real progress on regulatory compliance and open source policies, please vote for Bob McGwier, Howie DeFelice, and Jeff Johns.
-Michelle W5NYV
On Sun, Jul 5, 2020 at 6:57 AM Bruce via AMSAT-BB amsat-bb@amsat.org wrote:
By laws only state once a year as soon after the election as possible.
Section 5: The Board shall meet in person as soon as practicable after the Secretary’s announcement of election results for the purpose of electing Officers and for such other business as may properly come before the Board. Additional meetings of the Board may be held at its discretion. The Board may also establish rules providing for telephone or telegraphic consultations in addition to the meetings required under these Bylaws, but no such consultation may result in official actions of the Board unless all Directors have been given timely and adequate notice of such events and afforded reasonable opportunity to participate, and unless the Secretary has kept the minutes of such consultation. At any meeting or consultation of the Board, a simple majority of Directors shall constitute a quorum.
On 7/5/2020 7:50 AM, Clint Bradford via AMSAT-BB wrote:
Last time I read their bylaws, “monthly” meetings were not required.
Clint Bradford K6LCS
Can someone please explain why there are no monthly board meeting being held.??
Rick WA9JBQ
-- Rick Wyrwas
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
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Bruce Paige, KK5DO
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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
On 7/5/2020 07:50, Clint Bradford via AMSAT-BB wrote:
Last time I read their bylaws, “monthly” meetings were not required.
Clint Bradford K6LCS
Can someone please explain why there are no monthly board meeting being held.??
Rick WA9JBQ
I see that, as is the norm today whenever there is an election, some of the "facts" of the issue presented in the form of what certain individuals said are grossly out of context.
Over a year ago, March or April 2019 to the best of my recollection, I put forth the idea during the monthly telephone gathering of Directors as well as in an email to the Board of Directors. At that time and for some time these monthly "strategic planning" meetings had become very much a report by the President on current activities of themselves and the Officers as to their current and wholly expected/normal activities. These meetings began to run an hour or more with discussion of minutiae in the normal execution of those duties which, in my opinion, had nothing to do with Board of Directors level strategic planning for the Corporation. Officers were invited and while not required to attend, often participated in the discussions. Were it in fact a meeting with a Board level strategic planning item, that strategic discussion was in my opinion, dragged out and dragged down by these reports which would limit the strategic discussions often due to time and as well, due to interjection by officers where their input should and could have been requested in a more formal way as an agenda item for further discussion of whatever strategic ideas the Board discussed during the Board of Directors Strategic Planning meeting.
The same discussions and minutiae of the Officers expected/normal activities were then discussed again two weeks later on the Officers "tactical planning" meetings, by the officers, with the Directors being invited and while not required to attend, often were more or less expected to be there to hear the same thing they heard two weeks prior. In fact this was a norm with the AMSAT leadership for some time and even prior to my becoming an Officer and later, Director.
There was a time that these things worked as such and the discussions/agenda were separate and confined to the purpose and attendees (Board or Officers as designated) however that became this homogeneous wash-rinse-repeat cycle that led to my bringing up the thought, not a motion or otherwise general claim of lack of productivity, that we consider having Board of Directors Strategic Planning meetings only as/when corporate strategic planning discussions were of the urgency or maturity to require the Board of Directors to gather beyond discussions we had been having via email, in order to further the strategy and vote on it. In the meantime, the need for input from Officers in order to exercise proper oversight and management of the execution of the Corporation's business could easily be done via email, either by a report to the Board from the President (preferably) containing the same information as was presented at the "strategic planning" meeting without the need to be on the phone for over an hour or by individual Senior Officers emailing their monthly report to the Board of Directors with that information. It should be noted and it was an important part of my pitch to the Board that the activities being reported and in fact the state of the activities generally did and to an extent still often do not change at a pace that required monthly, much less bi-weekly, meetings and repetitions of the reports/activities. That fact too would even make the email reports rather simple and not a burden to create or read, as they are often a repeat of status quo except during implementation, completion, or anomalies in any of the specific activities of the Officers.
At that time, the Board did not respond with any desire to further the suggestion. And so we carried on "as usual".
Since my suggestion and the choice not to pursue it at the time were not documented further than the Board of Directors mailing list where I believe I posted it in addition to the mention on the call, I am sure that the subject came as a surprise to all but the Directors involved in those emails/discussion when I brought it up again at the annual Board of Directors meeting in Arlington. At that time I simply re-stated a summary of what I had said six (or so) months prior to the annual meeting when we briefly discussed the item. It was in that discussion as well as when I presented my thought to the other Directors in 2019 that I said, in my opinion, that the meetings were unproductive IN TERMS OF THE INTENTION THAT THEY BE ABOUT STRATEGIC PLANNING FOR THE CORPORATION, BECAUSE THERE WERE NO SUCH STRATEGY DISCUSSIONS HAPPENING ON A MONTHLY BASIS AND THE REPORTS ON OFFICER ACTIVITY COULD BE HANDLED OTHERWISE. Emphasis added to bring back the context that was conveniently missing from other statements of this case.
The outcome at the annual meeting was in agreement with looking at the frequency and necessity of online/telephonic Board of Director meetings rather than the regularly scheduled (and in my opinion) essentially group gathering of everybody who showed up to rehash current activities. To the best of my recollection, it was never said at the annual meeting that Board of Director Strategic Planning meetings could not or should not happen. Nor, to the best of my recollection, was it said in that discussion of my point about the meetings that they were meaningless or a waste of time beyond the implication of such in the specific sense of the meeting purpose because of the lack of strategy to discuss.
Since then, the Directors have chosen to go with the guidance that meetings called by the mechanism in our bylaws is what determines the frequency of the Board of Directors online/telephonic meetings. The President is charged with determining the need and frequency of Senior Officer meetings and that has always been the case as far back as my tenure as an Officer, and I do not take any exception to that as a Director nor do I feel compelled to push the President to have such meetings either as a Director or an Officer. I stand by my thoughts of a year ago and at the annual meeting as far as email reports to the Board of Directors.
I hope this clears things up in regard to the history of the idea for the frequency and purpose of Board of Directors gatherings and the perception that they are or should be held monthly. It is solely up to the President and the Board of Directors to determine that as I am sure was done in the past and is being done now.
On another note, I also expressed strong support for the AREx program during the March meeting. It's funny how what I say or do is conveniently added, altered, or omitted when it serves the personal interest of individuals. Part of being a "public figure" I guess. And so it goes...
Jerry Buxton, NØJY
participants (4)
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Bruce -
Clint Bradford -
Jerry Buxton -
Michelle Thompson