Greetings all!
This is my report to members for the second week of my term on AMSAT-NA Board of Directors.
There were two major developments this week.
Non Disclosure Agreements
At day 12, the new members of the board got copies of the Non-Disclosure Agreements (NDAs) that we, according to Joe Spier, President of AMSAT, must sign in order to have access to business communications for AMSAT-NA.
What are these NDAs about? It seemed like they were going to be some sort of agreement between individual new board members and the corporation of AMSAT-NA. But, no, that turned out to not be the case. These are NDAs that cover technology and negotiations with outside corporations!
Usually, this is handled with an acknowledgment letter. New board members and officers need to be fully informed of the obligations that the corporation has already established and already signed. Best practice is that any candidate has been given anything they need well ahead of the election. Providing it the first day of the term is not bad. Providing it only after it was asked for multiple times nearly two weeks into a term is not great.
Requiring individuals to sign on to the original NDA is somewhat unusual. Assuming that they are “no big deal” and can be signed a month into a term without review before any work starts is disappointing to me. AMSAT-NA has a financial deficit and substantial technical and policy challenges. Spending 4% of a term waiting around to get access to records can be greatly improved.
What should NDAs do? How should they be handled? What should they accomplish? What do these particular NDAs require? What are they about? I will tell you.
NDAs have functions.
First, they identify the parties involved. Most have two. But, if there are agents, partners, or other vendors, they need to be added. Everyone that is authorized to access sensitive information needs to be listed.
Second, the information involved has to be defined. What is confidential? What format are we talking about? Obviously there’s a negotiation involved. One side might want a very broad definition. The other side might need it to be as narrow as possible. To agree to something, the definition of what is truly confidential has to be written down.
Third, what’s the purpose? No purpose, no point. The confidential information definitely can’t be used to create a competitive product. That’s not fair.
Fourth, what’s excluded? This is crucial. What’s too hard to keep secret? What is something that really needs to be public or open source, to help the cause? Common sense isn’t common. Exclusions have to be written down.
Fifth, the length of the agreement. “Forever!” is not ok. Most technical information goes out of date and becomes worthless within a few years. Five years is a very common outer limit. One or two years is what should be asked for by organizations like AMSAT-NA. If the information is a trade secret, then it’s a bit different from things that are just proprietary as long as the special sauce is fresh. Five years is a lifetime in the technology fields we’re involved in.
Here’s the pertinent parts of the NDAs that continues to delay the new board members from being fully seated.
First, the one with Spaceflight. Spaceflight NDA is about launches in the past.
Second, an attachment from a larger agreement with Ragnarok Industries.
As you can see, there’s no provision to sign these. The Spaceflight NDA is getting long in the tooth. The Ragnarok NDA is an attachment. It is not the entire agreement.
The Ragnarok agreement covers the purchase of attitude control and determination system (ACDS). There is an open source ACDS with flight heritage that has been suggested several times to AMSAT-NA engineering leadership. It was flown by Libre Space on UPSat.
My position was and is that AMSAT-NA should work with Libre Space to continue the progress Libre Space has demonstrated with UPSat ACDS. This should be done instead of forcing engineering and leadership to sign NDAs for secret work with Ragnarok. Is there flight heritage? What are the test results? Is it a learning opportunity for members and volunteers? No, it’s not. It’s just secret work with a company that no one can talk about.
The obvious counter-argument is that ACDS isn’t a core competency for AMSAT-NA and we should “just buy it”. In other words, AMSAT-NA should only work on communications subsystems. Well, if that was truly the case, then why isn’t AMSAT-NA engineering laser-focused on communications subsystems? And publishing results? And educating members? And participating in the vibrant open source satellite scene? The culture of being mired in NDAs is not a good match for amateur radio, at all.
This is a critical juncture for AMSAT-NA. I believe AMSAT-NA should choose open source and adopt working open source systems, especially those with flight heritage, for its projects. Those projects should be default open source in order to take advantage of the diverse, vibrant, and growing international community, and to fulfill our educational obligations. Unlike other things AMSAT-NA does, this isn’t rocket science. It’s common sense.
So the question from last week remains. Why are new board members still denied access to normal business communications? Because we were given and have not signed these agreements? They’ve already been signed between the corporations. All we need is to be informed of them.
It’s clear from the content of the agreements that the confidential information involved is not supposed to be co-mingled with normal business communications. If we’re being denied access to the archives of normal business communications, and if the NDAs are cited as that reason, then it appears to be that the confidential information has been discussed on the board of directors email list. This is not the best business practice and needs to be changed.
Information Technology Progress
Work continues! We are focusing on member database upgrades and digital distribution of the AMSAT-NA Journal. Substantial progress has been made here.
I recruited a small team of volunteers that could advise and produce the work that we assumed needed to be done. When I brought this up to the board, a senior officer said it was already being done, that people were on it, and a proposal had already been brought to the board.
I asked who was working on it. I asked to see the proposal. Joining forces and bringing active and interested volunteers to the effort is an obvious win. Any work that’s already been done to evaluate, describe, plan, prototype, and address the things brought up to me during the campaign was more than welcome.
I haven’t seen the proposal yet. I don’t have any names yet. I look forward to finding out. We continued work in the meantime.
What do we know? What do we have?
We know we have a mechanism for putting the identification of the purchaser on a digital document sold by AMSAT-NA. We do this already for digital Symposium Proceedings. We know that a custom PHP script exists and is used by AMSAT-UK that does this same function for their digital products, most notably the AMSAT-UK Journal. We have a contact for this and will ask if they will share it.
We know we have a python script that converts the current DBASE style database to a working and useful .csv file that we know works with modern IT and printing companies.
We know we want to get the Journal and other publications into the hands of more people with less expense.
Joe Fitzgerald, who is a systems administrator for AMSAT-NA, has graciously provided feedback, expertise. He is supportive of setting up a test server for development of these upgrades. We are making a lot of progress here and owe him a big thanks. I’m optimistic that we can have test results by Symposium 2019 if we keep it up.
The hard part isn’t the technical part. The hard part is getting a grip on what “should be” members only and what “should be” freely accessible. I’m strongly in favor of opening up all the publications. The greater good is substantially increased relevance and public communications, along with increased academic indexing and regulatory compliance with the open source carve-outs in ITAR and EAR.
I would love to hear from you! Your feedback is vital. Please write me at w5nyv@arrl.net
More soon!
-Michelle W5NYV
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