Greetings all!
Executive Summary: new board members became Directors upon announcement of the results. New board members have been denied communications, documents, and reports that are ordinary corporate communications. Two officers have flatly refused to communicate with or work with new board members unless election-related materials were removed from outside websites.
After nearly a week, Joe Spier (President of AMSAT) revealed that new board members would be required to sign a non-disclosure agreement (NDA) in order to have access to ordinary corporate communications. The text of the NDA has not yet been provided, does not exist in the bylaws, and is not anywhere in any published minutes. Attempts to coerce Directors to sign NDAs, obstruct Directors from working, and silence outside communications are wrong.
Despite this, progress is being made and I will do my very best to represent you! Thank you for trusting me with your vote.
-=-=-=-=-=-=-=-=-=-=-=-=-=-=-
This is my first report to the membership of AMSAT-NA of my work to represent you on the Board of Directors.
I campaigned hard, wrote about what I wanted to accomplish, explained my credentials, solicited your questions, and answered them to the best of my ability.
Those records can be found at:
https://w5nyv.blogspot.com/2019/05/candidate-statement-amsat-na-board-of.html
https://w5nyv.blogspot.com/2019/06/campaign-statement-21-june-2019-amsat.html
It is somewhat unusual to have a contested election, but not unprecedented. I ran with a slate. We recommended one additional candidate, Brennan Price N4QX.
In all AMSAT-NA elections in recent memory, candidate statements from all the nominations were sent from the candidates directly to the printer that handled the ballots. They are not edited in any way. The statements weren’t seen or managed by AMSAT-NA. In most years, candidates were warned to make sure they didn’t have any grammar or spelling errors!
For 2019, there were changes. These changes were shared with the candidates with a few days notice before the deadline, over the 4 July holiday weekend.
No statements were included with the ballot, no URLs allowed with online amsat.org hosted statements, there was a limit of 350 words, and there was a highly unusual subjective assertion of control over the content of the candidates’ statement. In other words, statements would be reviewed by AMSAT-NA leadership and would be published on the AMSAT-NA website. Many of these leaders were running in the election.
Most candidate statements had already been submitted to Martha, AMSAT-NA Manager, or the corporate Secretary Clayton Coleman, W5PFG, in lieu of any other direction. The required word length was shorter than any challenger’s submitted statement, except for Brennan Price’s. Everyone scrambled and made the edits and got them in.
Nothing like this had happened before, in anyone’s memory. The slate questioned Clayton as it was unusual. We were told attorneys from AMSAT approved everything that was going on, and that the Secretary, Clayton could do whatever he wanted. We asked who the attorney was and how much they cost. Clayton and Joe Spier, President of AMSAT-NA, flatly refused to disclose any information about who the attorney was, what firm they were with, or how much they cost.
While it is true that the Secretary has a lot of control over the election, elections bylaws did not appear to be followed in 2019.
Section 3: Voting shall be conducted by secret ballot in a fair and democratic manner. The Secretary shall prepare written ballots listing all candidates found to be duly nominated and eligible for election. Such ballots shall be mailed to all Members or, at the Secretary’s discretion, included in a publication of the corporation mailed to all Members, in either event such mailing to take on or before July 15 of each year. Duly nominated and eligible candidates shall be afforded equal opportunity to circulate statements of their qualifications and positions to the Members through the corporation’s publications and shall have use of the corporation’s mailing lists for election-related purposes at no cost to the corporation.
We were denied use of AMSAT’s publications to circulate statements of qualifications and positions. We were not allowed the use of any electronic mailing list. We were given a difficult-to-use DBASE export of the physical mailing list of the members. We were not allowed to use email addresses, which are obviously easier and less expensive.
So, we cleaned up the database, fixed the 50 addresses that were invalid, and produced a modern membership list that we could use for a direct mailing. The direct mailing was at our own expense, which is in accordance with the bylaws. We should not have had to do this, but we did it anyway. Members deserve to have information about the people that they are asked to vote on. This information should not be controlled or edited by people that run the organization. That is not fair or democratic.
Thank you to everyone that contacted us and voted based on this mailing. We deeply appreciate this.
On 20 September 2019, the results were announced. Turnout was up over 50%!
|
Name |
Call |
Votes |
|
Michelle Thompson |
W5NYV |
675 |
|
Patrick Stoddard |
WD9EWK |
585 |
|
Jerry Buxton |
N0JY |
526 |
|
Drew Glasbrenner |
KO4MA |
515 |
|
Brennan Price |
N4QX |
480 |
|
Howard (Howie) Defelice |
AB2S |
435 |
|
Paul Stoetzer |
N8HM |
399 |
|
Jeff Johns |
WE4B |
366 |
Thank you so much for your support. I have never run for any office, ever before. It takes a serious situation to motivate me to do something that is such a huge departure from my career and preferences.
We do indeed have a serious situation with AMSAT-NA. The club lacks a coherent focus on modern technology and there is no financial or technical transparency. How can you trust an organization with your time, talent, and treasure if you can’t tell what’s going on?
I am a vocational engineer, deeply involved in systems engineering, digital signal processing, information theory, and very high-risk projects and companies. I have many years of experience in telecommunications, satellite networks, algorithmic development, and protocol analysis.
I’ve served on many engineering teams for AMSAT, ranging from SuitSat SDX to FOX DUV to power supplies to advanced digital payload and ground station design teams for HEO and GEO projects. My track record with Globalstar, Qualcomm, AMSAT, Kyocera Wireless, GNU Radio, DEFCON, and many other organizations and groups is clear. My credentials and performance are documented. I know what I’m doing and I am an asset. In addition to technical service, I’ve been a successful fundraiser, events organizer, and manager.
Traditionally, AMSAT-NA board of directors transition work has started right after results are announced. That’s what has happened on other boards that I’ve served on, and that’s what’s happened during previous transitions in AMSAT-NA. After this election, I expected to be contacted and on-boarded right away. The bylaws are clear. Directors assume their position upon announcement. If you announce results, then the directors need any information they require to get started.
After the announcement of the results, we heard nothing.
Retiring Directors in AMSAT-NA are legally responsible for assuring the orderly and effective transfer of records and responsibilities to the incoming Directors.
After three days, Patrick Stoddard obtained the emails of all the current and outgoing board members and wrote them an email of introduction, asking for the basics. We needed to get on the board of directors mailing list at the very least. We had other questions about financial documents and whether or not the minutes we had were a complete record. Normal stuff.
The response was remarkable. Clayton, the corporate Secretary and outgoing board member, immediately responded and said that he would refuse to communicate or work with Patrick unless Patrick took down his election webpage.
I was deleted from the thread by Jerry Buxton, Vice President of Engineering, who wrote two personal attacks directed at Patrick. A remark that Patrick fellate some male genitalia was just one of the highlights.
Well we were off to a great start.
Clayton then resigned. Joe Spier seemed to accept this as if the resignation was effective immediately, but the bylaws say otherwise. 30 days notice is required, and outgoing directors, like Clayton, have corporate responsibilities to incoming directors.
Day 5, we were told by Joe Spier that NDAs are required to be signed before we have access to corporate communications and documents. We immediately asked for a copy of these NDAs.
Since I’m a vice president of a commercial telecommunications company, I have to review any NDA or agreement very carefully and weigh it against my responsibilities to that company. It’s a heavily regulated industry and reviewing NDAs in advance is a standard industry practice.
As of today (30 September 2019), no NDAs have been produced. We were not given a description of these NDAs or a timeline for signing them. They appear on the agenda for the Symposium Board in late October 2019. Spending 5% of our terms somewhat sidelined, waiting for mystery NDA text, seems like a very odd thing for an organization with significant financial pressure to do to motivated Directors. Our job started on 20 September 2019 and we were ready to start work that day.
There are no requirements in the AMSAT-NA bylaws for NDAs to be signed by board members before they have access to corporate communications and documents.
There is no evidence in any of the published minutes from AMSAT-NA of an NDA being adopted for incoming board members to sign.
Retired board members assert that as late as 2017 there were no NDAs required of board members. Everyone we’ve talked to has been really surprised that incoming directors have not been helped, that they have not really been seated, and that the incumbent directors have decided breaking bylaws and corporate code is acceptable.
Since the NDAs have not been produced, and are not in the corporate record, they are, I would assert, obviously invalid.
It's very odd that outgoing (or continuing) directors haven't stepped up and shared their copies of the NDAs that they must have signed. As stated in the bylaws, Retiring Directors are legally responsible for assuring the orderly and effective transfer of records and responsibilities to the incoming Directors. Seems like an NDA requirement is a record and a responsibility. At the very least, Clayton is a retiring director. For our first week, the transfer of records and responsibilities has been anything but orderly.
Patrick made a request for social media process changes that had been announced by Robert Bankston, KE4AL, Vice President of User Services. The changes had not been detailed and there’d been a lot of confusion and questions about them. The response was a refusal to communicate or work with Patrick or myself, and an assertion that seemed to add up to “you’re not really board members”. There was some emotional language, but the pertinent part is a refusal to cooperate in any way.
Well, we are board members. Officers report to the board. We’re asking for ordinary things in ordinary language and we’re not getting anywhere terribly fast.
Patrick and I, and Howie and Brennan, have extensive real-world experience in getting and keeping organizations back in the black, making business processes work better, and we have a lot of collective experience in management and finance.
When we get lawyers, they are real ones. Do we need lawyers to sort this out? I hope not.
If you have an opinion about the way we’ve been treated by the incumbent board and the senior officers, then please let them hear it.
Contacting board members isn’t easy through the AMSAT-NA website, but the list of members is here: https://www.amsat.org/amsat-officers-and-board-members/
Now for some good news. You didn’t think shenanigans with NDAs and mailing list access and whatever changes have been made to AMSAT-NA social media procedures would stop me, did you? :+)
No, it didn’t! While I have made some progress this week, and I’m going to share it, success does happen faster with your involvement. Please be prepared to speak up and tell the board that you want things to happen that they seem to be preventing. They need to change, or be changed.
So, on to the good news. IT progress has been made. Moving a copy of the membership database to a modern format has happened. Fully specifying a modern member record format, and moving test records to the recommended WordPress plugin, is being prototyped right now. Testing and refinement will follow and I’m going to report on it to you.
I know that many of you have complaints about the online store. This effort includes work that will address problems with the store. I am doing my very best to escalate this so you have the website that you deserve. It’s still unclear to me who is in charge of this.
A professional developer with extensive internet and web experience, who is also a ham, is working on this with me. Want to join? Let me know at w5nyv@arrl.net.
A good number of financial documents have been produced, and there’s plenty to look at there.
There are three people that reached out to me, Patrick, Howie, and Brennan this past week. They were friendly, supportive, and informative.
Thank you very much to Frank Bauer, Vice President of Human Spaceflight, who is a personal hero of mine, and Frank Karnauskas, Vice President of Development. Most of you know Frank Bauer, but if you do not know Frank Karnauskas, then you soon will!
I asked Frank Bauer how I could help with ARISS. I had questions for and shared my story with Frank Karnauskas. I look forward to working with both of these men. Keith Baker, KB1SF/VA3KSF, Treasurer provided every document we asked for, greeted us, and made us feel welcome.
Keith Baker has announced his plans for retirement as treasurer. He has been a very positive influence to me and everyone I work with, and he’s very appreciated by me and all the members of my team that have met him and visited with him at Hamvention and Symposium over the years.
AMSAT-NA has significant financial, technical, and cultural challenges. The reaction to the election by some members of the current board of directors and senior officers has been unprofessional and sloppy. I have no interest in extracting apologies for trashy speech or personal attacks. That is not what this report is about.
However, I do not have any patience at all for illegal or unethical obstruction.
AMSAT-NA is the members and the mission.
If you want things to improve, make sure that that your leadership hears you loud and clear. You got me and Patrick and our alternates Howie and Brennan this far! We might seem to be outnumbered, but we are not outgunned.
More next Week :+)
Please share.
-Michelle W5NYV
