Thursday, February 20, 2020

Report to Members 7 - AMSAT-NA Board of Directors 2020

Greetings all!

Since I last wrote, Patrick and I continued to face obstruction on access to corporate records and communications. Recently some things have changed for the better.

In late October 2019, AMSAT President Joe Spier had asserted on a teleconference that allowing Patrick Stoddard and I to see ordinary corporate records would lead to us suing AMSAT-NA, therefore we simply couldn’t see them. He claimed it was a personnel matter, even though Patrick and I have never been and are not employed by AMSAT. He suggested we had ulterior motives or a conflict of interest. We do not. Refusing to answer questions and denying us access to ordinary corporate records prevented me and Patrick from doing the job that members elected us to do.

For this teleconference, Joe Spier brought in a lawyer. This was a big surprise. The funds for this lawyer, it turns out, were paid for by AMSAT. There is no record in the minutes about this expense. The lawyer is not licensed to practice in Washington D.C., where AMSAT is headquartered. This means the law firm cannot represent AMSAT in court. This law firm has been used multiple times, by multiple officers of AMSAT, going back to 2018.

No board meetings were scheduled after the annual meeting in October 2019 at Symposium. This was an unusual practice for AMSAT. It was a departure from the traditional schedule that we were expecting, and it definitely slowed things down.

Patrick and I repeatedly requested a board meeting. Three members are required to request a board meeting. However, no other board members joined in this request. The other board members, presumably denied access to the same documents that we were, expressed no opinion about this matter at all and took no action to address it.

Why suddenly stop the meetings? Did things suddenly get super easy when we were elected? Did votes suddenly become unnecessary? No, of course not. AMSAT is in, according the immediate past treasurer and the current one, in an “unsustainable financial position”. That reason alone is reason to meet regularly, come together, and support the one current fundraising project - Kidzsat.

Other than fundraising, Patrick and I wanted to address two major issues. The direction of ITAR policy work and what appeared to be several unauthorized expenses. Patrick uncovered the expenditures by repeatedly asking questions about the financial reports. Some of these questions were answered, and the answers contained surprising and disappointing details.

We wanted a discussion and a redirection on ITAR/EAR policy, and we wanted answers on the unauthorized expenditures. Without a board meeting, we could not make a lot of progress, especially with officers refusing to answer questions about either subject.

With respect to regulatory law issues, we wanted AMSAT to take advantage of the public domain carve outs in ITAR and EAR. We both believe that enshrining a proprietary ITAR policy is completely wrong for an amateur radio 501(c)(3) with heavy educational focus. AMSAT has spent the $10,000 authorized at the 2018 Symposium in Huntsville on consultants that, so far, have summarized a very traditional proprietary path. The consultants did not provide a policy at Symposium. This is one of the biggest reasons we stood for election, was to stand up for a different path forward, while there was still time to save money and effort.

I asked to see the instructions that were given to the ITAR consulting firm. There was no reply. I submitted questions for the consultants to Joe Spier. The consultants never received them. I made multiple efforts to write the board members and raise the discussion. This was fruitless.

I wrote a letter asking AMSAT to support a commodity jurisdiction request to the State Department in support of open source amateur satellite work. This effort takes the opposite approach of the AMSAT consultants. It asks, for the first time, for a State Department ruling on whether amateur satellite work, of the type that we all want to see, falls under ITAR or not. As of today, we do not have anything like this. We do not have any landmark decision to base our work upon. What we have is fear, uncertainty, and doubt. This request was finalized and submitted today, 20 February 2020.

Regardless of the outcome of the decision, whether it is to move amateur satellite work out from under ITAR or to assert that it must be under ITAR, we will have a solid legal answer in the US. Obviously, I and many others want amateur satellite work to be ruled as not subject to ITAR. This places it within EAR. From EAR, public domain work can proceed in a way that our hobby has not enjoyed in decades. But even if it’s ruled as subject, it’s an improvement over guessing and assuming.

This letter was sent mid-December 2019 to AMSAT and a number of other related organizations, all of which have a huge interest in this ruling. There was no answer at all from AMSAT. The letter was not sent to the board for discussion. It was not even acknowledged as received.

This is the sort of work that AMSAT should have done years ago. I am personally paying for this legal effort, and Open Research Institute is the organization making the application. I firmly believe AMSAT-NA should have been the one to do this, but if it’s successful, AMSAT-NA can take full advantage of it. It’s as win-win as one can get.

On 28 January 2020, Patrick and I delivered a legal demand letter to Joe Spier and the lawyer he hired, and AMSAT paid for. This letter clearly stated the legal facts about denying Directors of a corporation access to ordinary corporate documents. AMSAT was in violation of DC corporate code and the reasons given to date for denying us access and answers were completely legally irrelevant. Specific case law was cited and remedies were listed. A deadline of 7 February 2020 was given.

Joe Spier resigned on 31 January 2020. Neither he nor the law firm replied.
Unlike with our previous requests for a board meeting, one was scheduled pretty damn quick to elect a new President. Joe Spier resigned on a Friday, and the board meeting was proposed for the coming Tuesday. I suggested that we take our time, use the 30 days notice resignation rule in our by-laws, and form a search committee. I thought this was an excellent opportunity to find a highly qualified president that would work with everyone, even people like Patrick and myself.

Paul Stoetzer, as Executive Vice President of AMSAT, was acting president. He could keep the job until the next annual board meeting without any action. However, he refused to delay the election. He set the election as one agenda item. The only other item was approval of the biannual financial report.

Ironically, this report says that AMSAT suffers from no legal threats. Somewhat of a stark contrast to the picture painted by the senior officers regarding me and Patrick. There was no response at all to the request to consider a search committee. No other board members responded to this proposal.

Given the short notice, I asked Bill Reed NX5R if he would consider being nominated for president of AMSAT. I had nominated him at the Symposium board meeting. He lost 5-2 at Symposium, but he replied that he was ready to serve and agreed to be nominated again now that the position was open. I wrote the board, told them I planned to nominate him, and circulated his resume in advance.

At the meeting on Tuesday, Bruce Paige nominated Clayton Coleman. Clayton Coleman had resigned as AMSAT Secretary on 24 September 2019. There wasn’t any discussion in advance of Clayton’s nomination. His credentials were not provided. Some of the other board members stated on the conference call that they’d met with Clayton, had discussed him running. It was obvious they had decided that they would vote for him in advance of the meeting. In other words, it didn’t matter who else was nominated.
Clayton won the election 4-3.

Patrick and I delivered a copy of the demand letter to the new President. On the afternoon of 7 February, the lawyer paid for by AMSAT requested a month delay. We consulted with our lawyer, and decided against waiting. We asked our lawyer to call the AMSAT lawyer, and AMSAT (through the lawyer) backed down completely, stating that yeah, ok, fine, we had to have access to all corporate records and documents.

Two days ago, the board of directors email archive was restored, and we could finally see the communications. Presumably, other financial and technical documentation will be available to us in short order. We can now get to work.

This is a huge victory for transparency, accountability, and access.

Or is it?

Why should we have had to fight for five months just to start our volunteer job? Why should we have to personally pay for expensive legal assistance to make AMSAT do the right thing? Why did Clayton Coleman suggest in a message to ANS (https://www.amsat.org/ans-047-amsat-news-service-weekly-bulletins-for-february-16th/) that AMSAT was not in violation of DC corporate code, days before anything was done to address the issues in the demand letter? What is the organization afraid of?

By denying any director access to corporate records, the organization was not complying with the law. Directors normally see a lot more than is publicly available on AMSAT's web site to meet their fiduciary obligations to the organization and its membership. There are a lot of documents that are never published to the website. Are we going to have to fight individually for each of those?

The good news here, is if (and only if) things keep going in the direction they are going, the answer is no, we won’t have to keep fighting for what we have the right to see.

Yes, Clayton’s article was a big surprise, and possibly premature, but it was evidence of the intent of some significant progress, and Clayton did follow through on restoring the email archive.

Clayton made very appreciated efforts to come see me at HamCation 2020. This was the first positive step forward that I had seen from any other senior officer or Director at AMSAT in over a year. He apologized for past treatment by AMSAT leadership, said internal processes were not where they should be, and declared that he wanted things to be different moving forward.

He said without qualification that the problems Patrick and I were facing needed to be addressed. He spoke in front of the people that happened to be at the ORI and TAPR booths. Clayton Coleman heard some blunt criticism from some of them and heard some from me. The most important part, to me, was an acknowledgement of the problems we were facing.

What problems are those? From our view it is a lack of cooperation from officers that truly, honestly believe that they can run AMSAT however they wish with extremely limited involvement from a largely apathetic and disconnected board of directors.

Here’s an example. The annual budget was delivered to the board meeting at Symposium at nearly the last minute. I abstained from voting on this budget. I had read through it, but the lack of detail, the amount of deficit spending, and the presentation of it as something the board was simply expected to rubber stamp was unnerving. It was evidence of some hard work in the year ahead.
I naively thought I would be well into the necessary details at this point, and not still getting treated like a hostile force.

When I say “hostile force” I mean not just resistance from other board members, which is normal when you have differing views, but things like multiple personal attacks on social media from multiple officers of AMSAT.

Patrick and I decided not to include the silly attacks on social media in our legal effort. It’s beneath us. Social media policy and the abuse of members, the treatment of volunteers, and social media policies are a big reason that Patrick and I both ran for Director. Those reasons appear to remain. The hot-headed and inaccurate attacks on members and leaders are even more surprising since the one and only threat to AMSAT that the current officers acknowledge is “bad publicity”. Not “lack of funding” or “technical failures”. No, the premier threat to AMSAT is “bad publicity”. This has been stated at Symposium, at HamCation, by Robert Bankston in the November/December 2019 Journal, and in board email.

When dissent is reflexively classified as bad publicity, then anyone disagreeing becomes an existential threat to the organization and must be attacked. That is the culture you currently have at the top. If you want this to change, then vote this summer and make a difference.

I don’t like AMSAT spending many thousands of dollars on unauthorized expenses. I especially don’t like it when the expenses are used to try to prevent me from doing a volunteer job that I am deeply committed to carrying out to the best of my ability.

I strongly believe that open source policies and procedures are the absolute best way forward for AMSAT and will continue to fight for and advocate for this at the board level as long as members are willing to send me in to do the job. I have literally put my money where my mouth is here with the Commodity Jurisdiction request.

Clayton proposed a “working session” for 3 March 2020. This will not be a board meeting, but it is the first actual work session, aside from the emergency board meeting to elect Joe Spier’s replacement, that we have had since the October 2019 Symposium annual meeting. The day after the working session was proposed, the board of directors email archives were restored.

My top priority for the working session is the budget.

What is yours? Let me know, and I will do my best to represent your views at this meeting, and the ones to come. I’m very optimistic that we will see a return to regular meetings and an improvement in processes and governance.

Thank you for the support over the past months. I refrained from public statements on the advice of the legal expert Patrick and I hired. This was good advice, but hard for an open source and transparency advocate to take!

Yours,
-Michelle W5NYV

Google Summer of Code 2020 Application Results

Today is the day for Google Summer of Code "Accepted Organizations", and I got the extremely kindly written rejection notice for Open Research Institute's application a few minutes ago. There are a *lot* more organizations applying than spots, this was our first year, and we will 100% try again.

Also, there are also designated "umbrella" groups that we can potentially move underneath and still participate. I'm going to reach out and see if we can't get that rolling! If you know of one that would be a good match, let me know.

This is the first year applying, and it resulted in the creation of a much more publicly accessible list of project content than we had with the task board on GitHub.

So, we are going to fully use this list and tackle all the jobs! The content will go straight over the The Ham Calling, a new site designed specifically for connecting high-tech ham work with high-tech hams!

Here's the current lineup:
https://openresearch.institute/google-summer-of-code-2020/

I'm writing up an article for the Journal as well.

What other projects do you think should be added? This list best serves as a "base" of potential work to advance the radio arts in the community.

Thank you very much to those that volunteered to be mentors! Several of you volunteered to be mentors for the first time, ever. That is a big step and greatly appreciated.

In several cases, hams contacted me with anxiety over being "technical enough" to mentor students. Yes, some of these projects are complex, but mentorship is much much more than being able to answer a student's technical questions. Being supported while taking risks, learning about amateur satellite operation, learning about the amateur "code", and how to fail and start over or roll back to what most recently worked - these are foundational things.

Encouragement and steady support are, in the long run, of greater value than being able to substitute in for a Wikipedia article on FEC.

Next year, assuming things continue to improve, TAPR, AMSAT, and ARRL will all apply to be mentoring organizations along with ORI and GNU Radio and others. Amateur radio is uniquely qualified to serve a meaningful and significant role in open source technical advancement, and I cannot wait to see the future results.

-Michelle W5NYV

Monday, November 11, 2019

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.

Wednesday, October 30, 2019

Being in Arlington, VA and visiting the Rus Uz Restaurant and Market

The restaurant Rus Uz (https://rusuz.com/) was a recommendation by Maitland Bottoms, possessor of one of the most amazing names in amateur radio circles. He lived just over the hill from the 2019 AMSAT Symposium in Arlington, Virginia, and took our small group to this wonderful place. Just across the street from the conference hotel, and flanked by a Russian grocery, having lunch here was truly like being on a different continent.

I tell my many GNU Radio friends that live in Eastern Time that I have a policy of never visiting their part of the US. It's not completely true. It's a long conversational trope designed to provide playful geographic banter. But, I am indeed much more likely to travel to the South, to the Great Plains, or to conferences and meetings up and down the West Coast. There's no real reason other than the type of work I do and enjoy doesn't have that many conferences in DC or New York or Boston. The annual information theory conference ITA is in my home town of San Diego. DEFCON is in Vegas. Burning Man is in Nevada. IEEE events and open source conferences tend to be on the left-hand side of the map for the types of things I do.

But Arlington and DC were fantastic! The wait was worth it. Real public transit, completely different architecture, actual weather, unfamiliar trees, and plenty of interesting conversations with people outside the conference.

I stayed in an AirBnB for the first time on this trip. I understand why it's become so popular, but before this journey, that understanding was only in the abstract.

As an event organizer, AirBnB has had a big effect on filling up room blocks. It does threaten the bottom line of conferences that have to guarantee a certain number of rooms in order to get the space to have a conference. If the contracted rooms are not filled, then the conference has to pay for them. This can be a significant liability for organizations without deep pockets that want to put on conferences.

The gig economy has some serious drawbacks, and deserves the criticism it gets, but staying in a peaceful lovely condominium a few minutes' walk from the conference was a completely different and superior experience to living out of a hotel room for a week.

Stepping into the restaurant, the five of us were rapidly settled into tables clustered with gorgeous china. The bilingual menu offered some long-forgotten pronunciation challenges. I last studied Russian a whopping 32 years ago!

The food and the service set us into a world apart and we spent the time slowing down and thoroughly enjoying the experience. The conversation ranged from ATSC-3 integration to Chicago political drama to Debian war stories and more. The company and the conversation and the food were a highlight of this travel.

We then visited the similarly-named grocery two doors down and I stocked up on all sorts of presents for my large family. Everything was appreciated because the items were so different and distinctive. Winning the "I brought you a gift from my business trip" challenge can be hard! Thank you Rus Uz Market :+)

Monday, October 28, 2019

Report to Members 4 - AMSAT-NA Board of Directors 2019

Greetings all!

This report covers the past two weeks. I didn't want to write one on the Friday during the middle of AMSAT Symposium. In retrospect, that was a good decision. It makes this report much easier to write.

Three weeks into the new term, Patrick Stoddard and I were told by Joe Spier (President of AMSAT-NA) that if we signed a letter acknowledging the many (much more than two!) NDAs that AMSAT has signed with various companies and organizations, that we'd get access to corporate communications and documents.

We can't read the board of director email list archive and we cannot see any repositories. We did get some financial documents, which were sobering. No orientation to the board of directors or assistance with the transition was provided.

On the first day of the two-day AMSAT board meeting, held immediately before 2019 Symposium, the acknowledgement letter was inadvertently forgotten. No problem. The next day it was provided. Patrick and I signed it.

We noticed that the entire rest of the board and all the senior officers signed it as well.

Why were they not signed on to these NDAs before?

The rest of Symposium happened. There were many productive meetings and great presentations. I got to see the ARISS power supply presented in the demo room. It was wonderful to see the final stage of a very long engineering process that has taken a lot of hard work from volunteers from my home town. I caught up with a lot of other people over the weekend and had a great time.

However, there was no change in access to documents. A week after we signed the NDA acknowledgement letter, Patrick inquired as to when we'd be able to see the things that we should be able to see.

The response? A phone conference with Joe Spier and a lawyer from Hurwit & Associates on 24 October 2019. Patrick was able to make this meeting, but I was not. The phone conference had been proposed the day before. I couldn't attend because of school drop offs and medical appointments. Patrick took the call.

The claim? Neither Patrick and I can see the email archives because AMSAT is afraid we would launch multiple lawsuits over the content. The content was described by Joe Spier as being about Patrick and myself.

The result? Patrick and I will meet with at least one DC law firm that specializes in non-profit corporate governance. The meetings will start on 4 November 2019. We will present the written and oral communication we've received and the timeline and what we learned this week and ask for an opinion on what to do next.

Why are we getting a lawyer? When people you expect to work with show up with lawyers and say you cannot have access to things you expect to have access to, that means you probably need a lawyer too. Patrick and I are very disappointed that the President of AMSAT paid a lawyer to deflect questions about access to ordinary corporate communications after we complied with the NDA acknowledgement letter demand.

I think this development is very bad news. I'm sorry to have to share it with you. I believe members deserve to know about it.

Before the board meeting, Tom Clark (Director) asked for an agenda item to talk about Open Research Institute volunteers being more involved with GOLF, AREx, and other activities. He wanted the board to discuss the Rent-a-GEO and GEOx4 proposals.

Open Research Institute is a 501c3 specifically formed to be a member society of AMSAT. All of Open Research Institute's work is open source. This would allow AMSAT to participate in the thriving open source scene while disrupting their current closed methodology as little as possible. It's a step in the right direction.

Here is the quote from Tom Clark's email to Joe Spier, who was going to chair the board meeting.

"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."

This item was excluded by Joe Spier from the agenda. None of these subjects were allowed on the agenda. I thanked Tom for attempting to include it and told him about some of our recent engineering successes after the board meeting concluded.

-=-=-=-=-=-=-=-=-

Refusing to work with active volunteers, and refusing to work with entire organizations with diverse and successful teams, does not serve AMSAT's mission.

Bringing up litigation as the fear that justifies the refusal to cooperate or collaborate is very bad news. Neither Patrick or I know the real reasons for this. We speculate that any criticism of AMSAT in any way is perceived as some sort of existential threat.

Looking at the finances, the amount of money that AMSAT is spending on lawyers has sharply increased over the past two years. AMSAT is running a deficit. Unnecessary legal expenses add to that deficit.

There are two possibilities.

The previous board of directors did indeed write things that were wildly inappropriate. They schemed up stuff that actually does put the corporation at risk if the targets of the writing found out. People decided it was better to defy the DC corporate code than to let the targets see whatever it is they are so afraid of us seeing. I can't imagine what's in engineering repositories or the board of directors mailing list archive that would justify the risk and expense. Maybe people felt they could write these things because they never expected people outside their circle to ever win a seat.

Or, this is simply a delaying tactic. There really isn't any sensitive content on the mailing list, at all. It's just a ruse. The point is to delay involvement from new people because they like running the organization as they see fit and don't want to change.

-=-=-=-=-=-=-=-=-

Here's the good news.

Engineering meetings with people enthusiastic about open source solutions and proposals went extremely well. There is Rent-a-GEO and Phase 4 Space, but also work going on right now to move LDPC decoders into FPGA, put on an FPGA workshop that focuses on amateur satellite communications, create hardware and software for useful open source beacons, and a project to create open source affordable and reliable tracking rotators. The existing general purpose processor LDPC decoder work has been a very big success in the satellite community. A product using this open source work appeared in ARISS slides and presentations at Symposium.

Mikio Mouri of JAMSAT asked for help with a lunar receiving station that complies with the Lunar Orbiting Platform Gateway, or LOP-G. I agreed to help and started work immediately. Several people from Libre Space and Open Research Institute have volunteered to help. The team is looking to create a robust and easily-manufactured open source station design that uses a wide swath of open source satellite work. We aim to present the work in 2020 at the Tokyo Ham Fair. LOP-G relies heavily on LDPC. We have solutions here and people willing to do the mechanical design necessary for a tracking station.

On the Information Technology front, I have volunteers standing by with proven solutions for the AMSAT member database conversion from DBASE to the format used by Wild Apricot. This software is the vendor of choice for the member database conversion and was discussed at the 2019 AMSAT board meeting.

We look forward to being able to make this an easy transition from DBASE to Wild Apricot. After the volunteer offer was accepted at the board meeting, everyone touched base on 21 October 2019.

Please let me know your questions and comments! Thank you for your vote and support.

-Michelle W5NYV


Wednesday, October 09, 2019

Report to Members 3 - AMSAT-NA Board of Directors 2019

Greetings all!

This is my report to members for the third week of my term on AMSAT-NA Board of Directors.

Here are the major developments and goals.

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.

As of today, 21 days into the board term, no provision to sign an acknowledgement of the NDAs with either Spaceflight or Ragnarok Industries has been provided. An acknowledgement letter for existing agreements is an ordinary thing to do with new board members. Usually the agreements are given out ahead of the first day of work for review.

Waiting until the Board Meeting at Symposium to sort this out wastes about a month of time.

Independent legal review of the NDAs has been received.

The Spaceflight NDA appears to still be in effect. The end date is 5 years after any confidential information has been exchanged. For launches in the past, that information rapidly becomes irrelevant, but the agreement is still in force. More importantly for AMSAT-NA, if confidential information has been exchanged about payload failure analysis, then that information goes down a black hole for 5 years. This means publishing anything about lessons learned becomes very hard, unless Spaceflight allows the information or report to be published. Without an exemption, any analysis can only be shared internally among a very small group of people. Members may have to wait 5 more years from today, for example, to find out anything at all. That’s the downside of a secrecy mindset. The upside is obviously when things work out well, the organization gets a successful launch.

Approval for Ragnarak Industries NDA?


There is nothing in any published minutes from AMSAT-NA about the Ragnorak Industries NDA being voted on or approved by the Board of Directors. There is no record of any officer being directed to sign it on behalf of the organization. This needs to be cleared up. Keeping records of agreements is basic business practice.

Are NDAs “wrong”?


No, they are not. Is it fundamentally wrong to keep launch details secret? No. Does it mean that preventable failures and important lessons learned can be kept secret? Yes, it does.

However, for amateur radio and for AMSAT in particular, there are clearly superior alternatives to secret agreements with commercial entities for engineering research and development. Leave the NDAs for launches. In the US, the justification for being licensed amateur radio operators includes things like education and advancement of the radio arts.

Open Source Hardware and Software are a Better Way Forward


Open source hardware and software are a generally better approach than using proprietary solutions for education, advancement of the radio arts, and improvement in the quality of the satellites we build. If something is done in secret, it’s rarely done well. Being able to have the widest possible review for hardware and software designs increases the quality of the work substantially, for the type of work we do.

What is the type of work we do? Relatively small codebases and relatively simple hardware.

“The Coverity Scan Open Source Report, which measures the quality of OSS code, finds that the density of code defects (the number of bugs per 1,000 lines of code) is smaller for OSS than for proprietary software. Interestingly, while small OSS projects have significantly fewer issues than proprietary software projects of comparable size, the quality of large proprietary software projects is higher relative to large OSS projects. Proprietary software companies have well-defined processes and teams of experts to identify and fix bugs, including security vulnerabilities. Meanwhile, large open source projects sometimes lack standardized processes for quality control, sufficient qualified code reviewers, and good inter-team release coordination.”

Quality of Open Source Software: how many eyes are enough?
By Michael M Lokshin, Sardar A. Zari, and David Newsom
24 January 2019

This is just one study that shows measurable advantages for organizations like AMSAT-NA if they take an open source approach.

We have a very powerful part of regulatory law on our side to help us work on open source and public domain communications satellite technology. Proprietary-focused ITAR/EAR regulations are intended to protect commercial entities. They are difficult to comply with and incur real costs for volunteer or amateur organizations like AMSAT-NA.

What Have I Done in the Past to Effect Change?


There were a set of ITAR implementation guidelines, published in January 2018. After studying them, it did not appear that AMSAT-NA was in compliance with the proprietary-focused regulations.

A proposal to AMSAT Board of Directors was made in December 2017 by a group of members, including myself, that provided a path forward to compliance with the proprietary-focused regulations. This was done because the Board refused to discuss taking advantage of the much better path - the public domain carve-outs in ITAR.

Our thinking was “If you can’t make progress on the best solution, at least make sure the organization complies with the secrecy-centric rules.”

Being told to not talk to anyone about anything ever or else scary things will happen does not produce good work in volunteer settings, but if you’re going to go Full Secret, then you better do it right.

A copy of that proposal can be found here:

This was a very distant second choice to complying with the public domain carve-outs in ITAR/EAR, but was proposed because there was no, and is no published ITAR/EAR policy, no compliance officer, no training, and inconsistent guidance for engineering volunteers of AMSAT-NA.

Many months went by without any acknowledgement of this proposal. After asking about the status, Joe Spier told me on the phone that the board had voted it down. This vote does not appear in the published meeting minutes of AMSAT-NA. Why not?

I’m discussing this and showing previous work to prove that serious attempts to improve regulatory compliance at AMSAT-NA have been made by many active participants.

Based on the results of the election, the membership wants the Board of Directors to adopt open source policies for AMSAT.

We should adopt established policies that comply with open source carve-outs and have been looked at by lawyers.

What am I Doing Now to Effect Change?


Here’s the policies from Open Research Institute, Incorporated. ORI was specifically founded for open source amateur radio research and development. The first goal was to become Member Society of AMSAT-NA, providing a way to do a safe and legal open source ground and payload work that would minimally impact AMSAT-NA Incorporated, while strengthening international ties and collaboration. This organization was founded by myself, Ben Hilburn, and Bruce Perens. 501(c)(3) status was granted 6 March 2019.


Open Research Institute has renewed a request to be recognized in the published minutes of AMSAT-NA as a Member Society. Previous requests were either overlooked or ignored. Given the amount of work published by Open Research Institute, the strong regulatory stance, enforced code of conduct, and the amount of published technical work of merit and distinction, the inclusion of Open Research Institute as a Member Society greatly benefits AMSAT-NA. Open Research Institute does not financially benefit from being a Member Society. Being a Member Society increases the level of work required from Open Research Institute.

It is my belief that AMSAT-NA itself should convert to an open source (by default) policy as soon as possible. This would allow substantial and sustained increases in funding, participation, and engineering quality. Failing that, having Open Research Institute as a Member Society is a win for AMSAT-NA

There is no risk-free forward path through regulatory law. Risk reduction is much more achievable through clearly defined public domain carve-out policies than it is with no published policy at all regarding the much more difficult-to-comply-with proprietary-focused ITAR/EAR.

Are you Saying Never Use Companies? Are You Some Kind of Zealot?


No, not at all. I believe that for AMSAT-NA, the default should be open source. It’s a much better regulatory, financial, social, and cultural match for the organization. Open source work done by AMSAT-NA or others can then be licensed to companies to improve upon or productize, achieving even more quality and improvement. A rising tide lifts all boats. There’s proof all around us of the economic benefits and quality improvements of open source. Open source hardware and software has a way of supercharging commercial activity.

As to being a zealot, I am a paid employee of a telecommunications company. We use and support open source whenever possible, but I have zero problem using proprietary solutions when they give the best business results. I have worked for large engineering firms like Qualcomm that made all sorts of money building massive portfolios of intellectual property, and then ruthlessly exploiting it. My conscience is completely clear when it comes to working for proprietary companies.

On the other hand, I have volunteered for, lead, and produced a wide variety of open source projects and events. When I say AMSAT-NA is best served by adopting open source policies, then I speak from experience.

What’s a Specific Example?


The open source attitude determination and control system from Libre Space, used successfully on UPSat, is a clear and compelling example of what AMSAT-NA should be building upon. Libre Space has documented and published this system. It is free to use.


Libre Space engineers have ideas on how to improve it and what they’d like to do next.

This system was suggested to AMSAT-NA engineering. Outreach from Libre Space was attempted. My goal with elevating and highlighting this work is to make it very clear there are real alternatives.

This isn’t the only open source project that AMSAT-NA has been informed about. In January 2018, I represented AMSAT at IEEE Radio and Wireless Week in Anaheim, CA. I did a technology demonstration and spoke during the Small Satellite track.


A relevant excerpt: “So all of this was really exciting to me, because it means that the tasks of attitude control, power distribution, and communications are all successfully being done and we can do it too. If we become familiar with this University project, and others like it, and build on it, then we can be way further ahead on amateur spacecraft design than we thought we were at the GOLF meeting at Symposium.”

Some of the work referenced here was built and successfully launched on the UWE Sat program. They’re up to UWE-4. Here’s the status page. https://space.skyrocket.de/doc_sdat/uwe-4.htm

I spoke with the professor presenting about UWE program for quite a while. There was great potential for collaboration and he gave me several papers to start with. I submitted the report and offered to help get some collaboration going so that GOLF could take full advantage of things that were way ahead of where we were, and would allow us to focus a lot more energy on the communications payload.

The response from AMSAT-NA engineering was silence. No interest in the new contacts. No interest in setting up a collaboration. I was disappointed, but did not stop working. I wanted to understand the options and who was doing what in current technology. I wanted AMSAT-NA to take advantage of it.

I’ve followed UWE through ResearchGate ever since.

The Phase 4 Space project proposal directly benefits from knowing about and being willing to use the work done by others in the open source community. GOLF should too.

More soon!

-Michelle W5NYV




Saturday, October 05, 2019

Report to Members 2 - AMSAT-NA Board of Directors 2019

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