I'm thinking Joe just had enough of all this BS, and I certainly don't blame him....

73 Jeff kb2m

-----Original Message----- From: AMSAT-BB [email protected] On Behalf Of Steve Kristoff via AMSAT-BB Sent: Saturday, July 11, 2020 17:32 To: [email protected] Subject: Re: [amsat-bb] WA9JBQ Request (Kevin)

But what about all the money (members dues money!) spent on lawyers instead of satellites? And after consulting with the lawyers the president resigns?! Seems to me like it's time to clean house.

Steve AI9IN

----- Original Message ----- From: Robert Bankston via AMSAT-BB ([email protected]) Date: 07/11/20 16:39 To: [email protected] Subject: Re: [amsat-bb] WA9JBQ Request (Kevin)

Patrick Stoddard and Michelle Thompson were emplaced on the Board as Directors and aforded the same rights and privileges as the the other elected and standing Directors. No one treated them as "second class" Directors. In fact, every effort was made to welcome them on the Board. Stoddard and Thompson had the ability to make motions, lead discussions and vote, just as the other five directors, and they did. At no time were either of them prevented from doing their elected duties. To say otherwise is a completely FALSE statement. AMSAT is a nonprofit corporation with the purpose of designing, building, launching, operating and promoting amateur radio satellites and space communications. AMSAT's leadership and volunteers work every day to do this. We have a lot of opportunities on the horizon with GOLF-TEE, GOLF-1, our return to high Earth Orbits, and AREx. AMSAT is no place for politics and political rhetoric. Let's get back to work. Robert, KE4AL TreasurerVice-President, User ServicesDirector, AMSAT AmbassadorsRadio Amateur Satellite Corporation (AMSAT)

On Saturday, July 11, 2020, 01:58:16 PM CDT, Brad Smith via AMSAT-BB [email protected] wrote:

<And how would you describe the ethics of the two newest boardmembers each creating online blogs where they cast doubt on AMSAT andthe people running it? A little over a month on the BOD and in Octalready on that blog posting grievances.> Rememnber, the new members were duly elected and then discriminated against because the board didn't like the fact that they won. So, they were given a "junior' status, which is not what we elected them to be. That is dirty pool. Very unethical. Brad KC9UQR

_______________________________________________ Sent via [email protected]. 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

As a means of affirming what Jerry has stated here, I'll comment about my own experiences.  A few years ago, I volunteered to help out on the AMSAT-SDR project.  Unfortunately, I had to bow out because my employer was concerned about possible conflict of interest.  It sucked, but I didn't want to place AMSAT, or the other individuals that had volunteered to help, in a situation that might impact the use of the technologies that were developed. If anything, it spurred AMSAT to draw up a policy document on how to address this type of conflict of interest.

I used to be a relatively frequent presence on the FM satellites, but my involvement has pretty much ceased due to my work.  Let's just say that I have developed some technologies in recent years, some supporting the field of satellite networking, that are starting to take off.  Consequently, my free time has become more dominated by other priorities.

Sometimes life gets in the way.  Sometimes the reasons are good and other times they are not.  We just have to be patient when it happens to us and understanding when it happens to others.

73,

Mac Cody / AE5PH

On 7/11/20 7:26 PM, Jerry Buxton via AMSAT-BB wrote:

On 7/11/2020 17:16, Jeff via AMSAT-BB wrote:

...

I'm thinking Joe just had enough of all this BS, and I certainly don't blame him....

I will say that just like everyone, there are "real life" things that come up and demand and deserve the attention even if it impacts our hobby.  AMSAT Officers really are very dedicated volunteers and the hours are long (as my wife liked to say, "I saw more of you when you got paid to work.")  Real life can slam what hours we have grown used to giving our hobby and that easily causes the appearance of neglect or wondering why an Officer appears to have gone AWOL.  Since the real life stuff is often personal, despite the amount of sharing or appearances any volunteer is known for most are not willing to share their personal life and problems with fellow hams everywhere via the same media they usually use.  Most probably don't even happen to think about any unexplained absence perceived by anyone beyond letting our other Officers and team leads know.  And when it gets too deep something's gotta give, and it will be hobby/volunteer time spent toward others but the information shared publicly is often "personal reasons" for the obvious reason.  I don't think Joe or anyone else who has had to step down or step back from any position and effort they have been volunteering to AMSAT take that decision lightly or without reluctance when it comes. Having had enough is certainly something that would be understandable since this is "just a hobby" but the reason for departure is not as likely to be a somber "personal reasons".  It's probably a much more lively response, I would imagine!   hihi

Jerry Buxton, NØJY

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Hi.

I was disappointed to see that comment from AMSAT Treasurer Robert Bankston KE4AL last night, incorrectly claiming that Michelle Thompson W5NYV and I were "aforded the same rights and privileges as the ... other elected and standing Directors." We did not have access to certain AMSAT corporate records from the first day we assumed our seats on the AMSAT Board of Directors in September 2019. Other directors and senior officers were made aware of this at that time - including Robert himself. Access to the archives of the private mailing list used by the Board was also denied to other directors when we joined the Board, but the other directors - along with some senior officers - already had knowledge of what was contained in those archives. Michelle and I did not have that knowledge, and had to fight for almost 5 months to get that access.

The District of Columbia Nonprofit Corporation Act, the law governing AMSAT due to its incorporation in Washington D.C., clearly gives directors of a corporation access to corporate records. From section 29-413.05(a) of that act, "Inspection of records by directors":

"A director of a nonprofit corporation shall be entitled to inspect and copy the books, records, and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director's duties as a director."

The law uses the word "shall", which makes this a mandatory requirement on corporations like AMSAT. With so much in electronic form, it is simple to receive the requested information via e-mail. For those documents too large to send via e-mail, there are other means to provide copies of requested records like using Dropbox or Google Drive. The archives of the Board's mailing list are available in a secured web page, and those archives were taken down just before we gained access to that mailing list last September.

In terms of expenses and financial obligations, Article II Section 1 of AMSAT bylaws has the following:

"No financial obligation shall be incurred by or on behalf of the corporation except by prior approval of the Board; provided, however, that the Board may, at its discretion, authorize any Officer or Officers to incur such obligations and/or to approve such necessary or incidental obligations as may be incurred by officials acting under such Officers' authority, subject to limits and procedures as the Board shall determine."

https://www.amsat.org/bylaws-of-the-radio-amateur-satellite-corporation/

There is record of one instance where the Board gave prior approval to a legal expense in the past few years, a motion during the November 2018 Board meeting in Huntsville, Alabama. This motion, passed in an executive session, authorized officers to engage FD Associates for a review of AMSAT's draft EAR/ITAR policy. That motion carried an authorization of up to $10,000.00 for that review. I have not seen any other records showing where the Board gave prior approval for legal expenses in recent years, in line with the bylaws. Minutes of Board meetings in recent years are available at:

https://www.amsat.org/minutes-of-the-board-of-directors/

In fulfilling my fiduciary obligations to AMSAT and its members as a duly elected director, I asked for details on the legal expenses I saw on AMSAT's 2018 IRS Form 990 tax return and subsequent reports, which Robert Bankston provided via e-mail or during Board meetings conducted via conference call. Some were for the engagement with FD Associates. Others were for a law firm called Hurwit & Associates - a name that does not appear in the minutes of recent AMSAT Board meetings.

Joe Spier K6WAO, AMSAT President at the time of a phone call in October 2019 that also included the Hurwit & Associates lawyer retained by AMSAT, mentioned that he had a plan for a conflict-of-interest policy. His proposed policy would have denied Michelle and me access to AMSAT corporate records for anything that occurred before we joined the AMSAT Board. There was no mention of anything else related to this proposed policy, like Michelle's work with Open Research Institute. Just the attempt to deny us access to older AMSAT corporate records. This proposed policy would have been a violation of the District of Columbia law - something I pointed out on that phone call, and later in e-mails to AMSAT directors and senior officers. This led to the demand letter Michelle and I sent AMSAT in late January 2020, quickly followed by Joe Spier's resignation as AMSAT President. Seeing that AMSAT spent over ten thousand dollars in late 2019 and into 2020 on legal expenses around this effort to deny us access to corporate records was disgusting.

Unable to get any other details on the Hurwit & Associates engagements, I asked in early May for copies of the cancelled checks - or copies of documentation showing the payments, if checks were not used - to pay these expenses. This led to AMSAT Executive Vice President Paul Stoetzer N8HM claiming that there was "full knowledge and consent of the Board" for these expenses. As a director since September 2019, I had no knowledge of these expenses until I started asking for the details on the payments made for these expenses. No director or officer took the time to explain these expenses, other than the brief explanations recorded for some of the payments in AMSAT's accounting system - until I asked to see copies of the cancelled checks.

Clayton's letter on Friday carries on with a theme that these legal expenses were incurred with "full knowledge and consent of the Board". When we joined the Board last September, we were not made aware of the engagements with Hurwit & Associates. Those were not documented in the minutes of past Board meetings or any other record we could see. Without knowledge of these expenses, I didn't have any opportunity to consent to them - not that I would have given consent. Simply having a letter with many co-signers outlining the spending after the fact is not, in my opinion, showing prior approval for those expenses in accordance with AMSAT bylaws.

Does AMSAT have the right to seek legal advice? Yes. In fact, this was done on the record during a Board meeting in November 2018, when AMSAT engaged FD Associates. AMSAT authorized a maximum outlay of $10,000.00 in the motion that was passed in an executive session at that meeting. AMSAT exceeded that $10,000.00 mark in August 2019, and ended up spending a total of $16,245.00 in its engagement with FD Associates. Senior officers did not return to the Board for authorization to continue the work with FD Associates, once the expenses exceeded $10,000.00. Michelle took the initiative to contact FD Associates to see what was being done for AMSAT after Joe Spier's resignation, and was able to stop those expenses from continuing to accumulate.

Michelle's initiative to contact FD Associates - a firm she had dealt with in the past - was greeted with criticism from some senior officers. The officers questioned why a director was getting involved in that matter. Clayton did rise to her defense, pointing out that none of the senior officers picked up this work after Joe Spier's resignation in late January. Clayton encouraged her to continue that work. I feel she was doing her part to ensure AMSAT would not incur more expenses, until such time as AMSAT was ready to reengage with FD Associates. If AMSAT needs to reengage with FD Associates, senior officers need to ask the Board to either amend the 2018 motion to allow for further expenses, or ask the Board approve a new motion to continue that work and incur the additional expenses.

Michelle and I ran for our seats on the Board wanting to make AMSAT more transparent. The actions Clayton outlined in his letter, in my opinion, are far from showing transparency. I feel his letter was a justification for why AMSAT directors and senior officers kept these expenses from being on the record, where members could have seen them and questioned them. We are approaching another opportunity for AMSAT members to make their voices heard, with the upcoming Board election. Michelle and I heard the membership loudly and clearly last year, from the votes we received. Please do not reelect the two incumbent directors, and please do not return a former director to the Board. I urge you to vote for the 3 challengers in the upcoming election - Howie DeFelice AB2S, Jeff Johns WE4B, and Bob McGwier N4HY.

Thank you, and 73.

Patrick Stoddard, WD9EWK/VA7EWK http://www.wd9ewk.net/ Twitter: @WD9EWK or http://twitter.com/WD9EWK

Well said and every BoD person is aware of those simple rules and abides by them. I am confident in that.

chad

Chad Phillips KG0MW Amsat Ambassador www.kg0mw.com

On Jul 12, 2020, at 1:43 PM, GEO Badger via AMSAT-BB [email protected] wrote:

Thank you Patrick, you saved me a long email to write. Many many do not understand what a non-profit is or how it is to operate. A 501 (c) (3) has a very specific set of rules to operate by in order to maintain its incorporation. They are listed in the organization's bylaws, which are to be a public document. All those points you mentioned are correct.. Additionally, the General Membership, GM, may normally attend BOD meets but have no voting rights. There are to be minutes taken at each BOD meeting that may be requested by the GM. Another very important point I would like to point out is that the BOD are personally responsible for any financial liabilities incurred by the organization they serve.

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Ciao baby, catch you on the flip side 73 de W3AB/GEO

http://www.w3ab.org

You can say "over", you can say "out", you just can't say "over and out". _______________________________________________ Sent via [email protected]. 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