Report to Members 6 - AMSAT-NA Board of Directors 2019

Here's a summary of the efforts to date to increase and enable open source engineering policy at AMSAT-NA.

My credentials, positions, and goals with open source are clear. They were established in my candidate and campaign statement, and in writings to the board of directors after the beginning of the 2019 term.

In response, Tom Clark (Director of AMSAT-NA) requested some agenda items for discussion at the in-person board of directors meeting at Space Symposium 2019.

Tom wrote:

"One item I'd like to add to the agenda, as circulated by Joe, is addressed to Michelle. It is quite obvious the O.R.I. and the people on the [Ground-station] email list should be a significant part of AMSAT's GOLF-TEE, GEO and AREx (Amateur Radio Exploration) future activities. I'd like to have some discussion on how the groups can work together. This should include the hot-button topic of the GEO Echostar 9 commercial activity fits into the scheme of amateur radio especially since amateur frequencies are not a part of the picture."

I had requested to the board an agenda item for recognizing Open Research Institute as an AMSAT Member Society. Specifically, to provide a formal structure for safe, sane, and legal open source work for the North American amateur satellite community.

I explained at the Symposium in-person board meeting that Open Research Institute was working with an EFF-recommended law firm to create a written policy for open source communications satellite work for the amateur satellite service, and that we were proceeding with EAR certification based on this work.

None of these items were put on the agenda, which was a big disappointment. There was no call for new business.

However, there was another item on the agenda that will greatly affect open source engineering policy, and that was a set of legal memos from a consulting company that had been contracted to provide them to AMSAT-NA.

These memos are a summary of the ITAR/EAR landscape. They are intended to be a first step towards a written ITAR/EAR policy. That's the good news. The bad news is that both the policy and the company are not oriented towards the open source carve-outs. The summaries are written from the point of view of a consulting firm that focuses squarely on commercial, proprietary, and secret work.

We received the memos the day before the consulting firm was due to meet via telephone during the morning of the second day of the in-person board meeting.

These memos are not bad work products. They are simply the wrong direction. If followed down their logical path, they will lead to two serious and completely unnecessary negative consequences for the organization.

First, the regulatory burden placed on volunteers will be enormous. The cost of compliance with proprietary and secret ITAR/EAR is high. There's documentation that describes what is involved with implementing for-profit oriented ITAR/EAR policies. I brought it up before when recommending GitHub Enterprise as a minimal IT intervention to bring AMSAT-NA into compliance with proprietary ITAR.

Second, the memos appeared to be an answer to a set of instructions that limit the number of organizations that AMSAT-NA wants to work with. This did not appear to include Libre Space, Open Research Institute, and others. Using a written ITAR/EAR policy to exclude organizations that are showing up and contributing significant open source technology and regulatory work is not what many members want. It's the opposite and is incompatible.

Third, AMSAT-NA and ARISS are not for-profit companies. They are organizations with a very large educational component. There is a big risk that embracing proprietary ITAR/EAR policies will end up damaging the educational non-profit status that both organizations currently emphasize and enjoy. There is an obvious alternative that is designed for organizations like AMSAT, and it is not the sort of ITAR direction that this particular consulting firm produced in their summary memos.

Given that I had to make a lot of inferences about these summaries, I asked Joe Spier (and cc'd the board of directors) what instructions were given the consulting firm. This would let me see for sure where the discussion was expected to be going, and what assumptions were being made. I made it clear that was why I wanted the instructions, and that I wanted to work back to the assumptions in order to address any serious disagreements on the direction AMSAT-NA should take. This is part of my job as a director.

I asked for this on 4 November 2019. As of today I haven't gotten a copy of what was sent to the consulting firm. I'm optimistic that it will eventually arrive.


I started looking forward to the first AMSAT-NA teleconference, where I could ask about the memo instructions, ask about member society status for groups like Libre Space and ORI, bring up the Rent-a-GEO opportunity, talk about all the GEO progress made in the open source community and how it can help AMSAT-NA.

Specifically, there is an open source ADAC system with space heritage from Libre Space that would be an excellent place to start. I brought this system up in the in-person board meeting. No interest was expressed, but getting the point across is why I'm there. There's some very interesting open source thruster R&D going on, and several really good complete open source IHU systems. The open source communications systems work that I'm most involved in is just one part of a much larger and rapidly developing community.

So, about that next board meeting. The first Tuesday of the month of November came and went. There was some confusion about whether or not there would be a meeting. There was then some discussion about whether or not there were to be monthly or quarterly or "as needed" teleconferences going forward. Over the past few years, monthly teleconferences have been scheduled. These conferences can be called as a board meeting, and motions can be passed and business handled.

During the in-person board meeting at Symposium, it was asserted by some board members that the regular monthly teleconferences "were not productive" and that there were too many of them. I was surprised to hear this, and said so. The explanation was that nothing much happened and they were not needed. They should be less often or called "as necessary". To me, this means increased uncertainty and potential substantial delays between things getting done.

Given the financial challenges AMSAT-NA faces, and given the large amount of work discussed during the two-day in-person meeting, it didn't seem plausible to me that monthly meetings throughout the rest of the year were unnecessary or unproductive, and so I said so.

After the 4 November 2019 teleconference didn't happen, I asked when the next board meeting would be. I have not received an answer yet.

When the next board meeting does happen, I'll bring up all the things I have described here, again.

I am optimistic that the written policy work direction can be changed, and that open source alternatives to many, if not all, of the major subsystems of AMSAT-NA satellites can be adopted to huge positive effect.

Worst case, this may require leadership change in engineering. Jerry Buxton refused to answer a question about unused/misplaced hardware, refused to answer questions about missing firmware donation, and refused to answer questions about the status of the current ADAC system. These questions were all submitted in writing.

Multiple engineering volunteers spoke with me at length at Symposium 2019 about their experiences, what they needed, and what they wanted. A lot of them also volunteer on open source projects, including Phase 4 Ground. The lack of communication and cooperation from engineering leadership is not something that the rank and file of AMSAT-NA engineering exhibits.

I followed up with two or three others after I got home from Symposium. I'm here to help engineering wherever and however possible, regardless of any refusal at the board level to cooperate or collaborate. Life is way too short to give up on getting things done and having fun in the process.

Questions and comments welcome and encouraged.

You can write me directly at w5nyv@arrl.net

Report to Members 5 - AMSAT-NA Board of Directors 2019

Thank you for your interest, feedback, questions, and support!

I was part of a slate of candidates for the 2019 board of directors election. We ran on a platform that included the adoption of open source engineering policies at AMSAT-NA. That's what I expected to be working on when results were announced and we started our term on 20 September 2019.

We've made some progress here, but have a long way to go. Here's a separate report about what we've done to bring positive change to AMSAT-NA engineering policies.

Unfortunately, what's taken up a majority of our attention is the refusal of the officers to answer questions or provide documentation. This includes ordinary records of corporate communications.

The AMSAT-NA buck stops with the board of directors. The officers are appointed by the board and report to the board. Since the board of directors are scattered across the country, the primary means of communication between directors is the board email list. Some other records are electronic. Many records appear not to be electronic. They are presumably in a filing cabinet at the AMSAT-NA office.

The first hurdle was signing an acknowledgement letter for various NDAs. Then the goalposts were moved.

The new reason for refusal was given in a phone conference between Patrick Stoddard and Joe Spier, with the assistance of a lawyer who appeared to be representing Joe Spier as President. The assertion was made that Patrick and I just can't see any records because we might sue and because we have "conflicts of interest".

The lawyer, from a Boston firm called Hurwit & Associates, turns out to not be licensed to practice in Washington DC. This is where AMSAT-NA is incorporated. DC corporate code applies to AMSAT-NA. It seemed a bit strange that the law firm allegedly hired to provide advice to the AMSAT-NA president, and previously to the secretary, would not be a DC firm. Corporate code is very similar everywhere. It doesn't make the law firm irrelevant, but it did raise some questions in my mind about why pay a firm that can't practice in the jurisdiction of the company.

The conversation was bizarre, to say the least. If we're so dangerous to AMSAT-NA that we cannot be allowed to see corporate records, then we should have been removed immediately. There are procedures in the law for that. But, we weren't removed. Instead, we were seated at the board meeting at Space Symposium in mid-October. We were allowed to vote and make motions. We were told the delay in being able to do our job of oversight and direction was simply due to NDAs. We did not appreciate losing part of our term this way, but we cooperated with the month-long delay and signed the document. Our cooperation was not rewarded.

So, let's talk about these new claims. "Conflicts of interest" are a particular thing. Usually it involves board of directors business that would personally or financially benefit a member. The general practice for members of a board of directors is that they recuse themselves when they have a conflict of interest. It is never decided for them by the people they appoint to execute board direction. Neither Patrick nor myself have any financial interest in any aspect of AMSAT-NA business. Neither one of us want to harm AMSAT-NA. We are here to improve the organization in the ways we've clearly set out in public communications since May 2019.

There were no specifics provided by Joe Spier or the lawyer. It's a total mystery what this "conflict of interest" might be.

Joe additionally claimed there were "personnel" discussions on the list that we might somehow find objectionable. This can't be relevant, since neither Patrick nor myself have ever been an employee of AMSAT-NA. I have both contract and management experience in several companies. There isn't anything about "personnel" discussions that should be off limits to either me, or Patrick.

When confronted by a lawyer in this way, which was a complete surprise and was in contradiction to the promise that access would be give after the NDA acknowledgement letter, Patrick and I decided to seek independent legal advice.

We put the word out and two law firms that specialize in corporate governance and practice in Washington DC were recommended. We contacted both. We got a 15 minute meeting with the first one right away. This initial consultation occurred on 4 November 2019. It ended up lasting more than an hour. By the end of the week we had a plan, a contract, and some very appreciated reassurance.

The firm we have hired does not do litigation. This was a deliberate choice. This should eliminate any inaccurate and hysterical claims that Patrick and I are out to sue AMSAT, have a history of suing AMSAT, and so on. These are silly smears from a very small number of people. They have an agenda of secrecy and control. They don't want to cooperate. Making up things about lawsuits is unfortunately part of that.

If the legal advice and legal communication with AMSAT-NA does not resolve the errors in corporate governance, and we have every expectation that it will, then the next step after that is unfortunately a court order. That will only be necessary if we're forced to do so because of a failure to comply with basic corporate governance.

We will explain what we're doing every step of the way. We have obtained independent legal counsel and we have authorized them to advocate on our behalf.

If you are unhappy about these developments, then the best place to address it is the next board of directors election in 2020. Patrick and I believe that transparency and the ability to inspect corporate records, as the law sets out, are a basic part of this job. Some of your AMSAT-NA officers and some of your board members disagree. If you want things to change, then research the 2020 candidates and vote.

Unlike other things that AMSAT-NA does, this isn't rocket science. It's wrong to do this to directors. Patrick and I will continue to work to fix this. We will continue to explain what we see and what is told to us. We believe that you deserve to know how your organization is being run.

Please check out our report on open source policy work to see how we work and what we're trying to accomplish.