Monday, July 27, 2020

Report to Members 9 - AMSAT Board of Directors

Patrick Stoddard and I have tried for many months, politely and internally, to resolve the issues of unauthorized spending and the refusal to call board meetings.

Details here: https://w5nyv.blogspot.com/2020/07/report-to-members-8-amsat-na-board-of.html

The majority of the board simply ran out the clock for a year, and then ran for their seats again.

My fellow "reform" director Patrick Stoddard and I appealed to the membership to please elect new board members this summer. We endorsed candidates that would:

1) agree to have board meetings. 
2) refrain from informal unrecorded back-office deals to spend company money on things unrelated to putting amateur radio satellites in space.  

The response was a lengthy "official explanation" that was neither official nor an explanation. It was, however, an admission that the board and officers knew about the expenses and approved of them in secret.

https://www.amsat.org/amsat-leadership-explains-2018-2020-legal-expenses/

This was disappointing. Individual board members and officers have used the AMSAT website and other communications functions of the company to spread an unofficial and unapproved attack on me and Patrick.

There was no effort, at all, to talk with me or Patrick about this. The only communications about this problem have been angry assertions that it was somehow justified because they decided it was somehow justified. None of the reasons make sense, are true, have any legal value, or help AMSAT in any way. 

So, we asked a corporate governance specialist for advice. 

We trust that expert advice and instructions will correct those that have gone astray. 

If you can vote in this summer's election, please do. Robert McGwier, Howie DeFelice, and Jeff Johns will allow regular productive board meetings and will not secretly hire law firms to target Directors in order to obstruct them from doing their jobs. 

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

July 27, 2020

AMSAT Board Members
Clayton Coleman, President
clayton@w5pfg.us

Dear Sirs and Madame:

I am writing in my capacity as counsel to Michelle Thompson and Patrick Stoddard regarding the letter to members entitled “AMSAT Leadership Explains 2018-2020 Legal Expenses” posted on July 10, 2020 (“Letter”).  Through the course of my representation of my clients, I know that information included in this letter is patently false and defamatory and has resulted in reputational harm to Ms. Thompson and Mr. Stoddard. On behalf of my clients, I demand that appropriate corrective action be taken to address these falsehoods and prevent further harm to their reputations. 

The most egregious falsehood, among several, is the statement that AMSAT is “under attack” by my clients.  Ms. Thompson and Mr. Stoddard have consistently worked to improve AMSAT – and have done nothing to attack or undermine the organization they support.  It is true that my clients have worked diligently to evaluate the mission, activities, finances, and procedures of AMSAT.   Specifically, they have taken steps to increase the financial transparency of AMSAT, enforce the provisions of its existing bylaws, and obtain access to corporate and financial documents.  They have done all of this work as volunteers, deeply invested in the well-being and success of AMSAT as an organization.  While I understand that certain AMSAT officials may interpret my clients’ actions to be critical of their personal actions, it is simply not true that AMSAT as an organization is “under attack.”  The broad dissemination of a statement to the contrary is false, harms Ms. Thompson’s and Mr. Stoddard’s ability to serve AMSAT and calls into question their integrity.   

As you know, Ms. Thompson and Mr. Stoddard were improperly denied access to AMSAT’s corporate records. They had to retain my firm just to be able to carry out their corporate responsibilities as Directors.  They now are questioning the propriety of the legal expenditures as they have not been given any evidence that these expenses were ever approved by board action, much less in advance of the engagement, as is required by Article II, Section 1 of AMSAT’s bylaws.  One of the principal fiduciary responsibilities of all board members is to obey the provisions of the organization’s governing documents.  Rather than “disrupt and possibly defame” or “publicly attack the integrity and honor” of AMSAT Officers and Directors, Ms. Thompson and Mr. Stoddard have merely been trying to review whether the AMSAT board has met this important fiduciary obligation.  
You noted, “[t]he only powers that Directors have is when the Board is in session and Board members make their vote” – and yet, we are not aware of any Board meeting in which this Letter was discussed.  The fact that five of the current Directors have decided to sign this letter without conferring as a Board is good evidence that Directors may choose to exercise his or her individual oversight role in the absence of a Board meeting.  

In conclusion, my clients are doing their best to improve financial transparency and good governance in AMSAT. We agree that “a poisonous atmosphere makes it impossible for good ideas to be heard” and my clients both wish to create instead an “atmosphere of collaboration and common purpose.” They ran on a reform platform and were duly elected by the members to carry out that mandate.  
With this letter, Ms. Thompson and Mr. Stoddard formally request that the Letter be retracted and removed from AMSAT’s public website.  Alternatively, the Letter should, in consultation with my clients, be corrected to accurately reflect the reality of their interactions with AMSAT and its Board.  Given that the unfounded accusations against my clients harm their reputation and question their integrity, we request action be taken no later than ten (10) days after the receipt of this demand. 
We look forward to your prompt attention to this matter. 

Sincerely, 



Carolyn A. Klamp, Counsel

cc: Dr. Tom Clark
Keith Baker,
Jerry Buxton,
Dr. Mark Hammon,
Paul Stoetzer,
Martha Saragovitz,
Robert Bankston,
Drew Glasbrenner,
Bruce Paige
        Michelle Thompson
Patrick Stoddard

Wednesday, July 01, 2020

Report to Members 8 - AMSAT-NA Board of Directors 2020



Greetings all,


I’ve been a member of the AMSAT Board of Directors since September 2019. Thank you very much for your support and trust. 


You can find my candidate statement, campaign statement, and previous reports here.


This letter addresses large unauthorized expenditures made by current Directors and Officers. The men responsible, after many months of silence and professing ignorance, have now angrily admitted it. 


The entire Board, before I joined, was in on this. Now, some of these men have the unmitigated audacity to run for positions in the 2020 AMSAT Board of Directors election. 


This shows exceptionally bad judgement. They are assuming that you won’t care about what they’ve admitted to doing over the past year. I know that they are wrong, and I’m here today to clearly state why, and ask that you not vote for these incumbents.

Please vote for Bob McGwier, Howie DeFelice, and Jeff Johns. 


Unauthorized Expenditures


AMSAT secretly hired a law firm called Hurwit and Associates. The legal expenses were $5281.00 in December 2019, $1755.00 in January 2020, $112.50 in February 2020, and $3172.50 in March 2020. This is a total of $10321.00 since Patrick and I joined the Board in September 2019. 


The only reason cited for the $10321 spent in late 2019 and into 2020 was “Organizational Ques, Conflict of Interest, Anti Discrimatory (sic) Policy”.


The checks were signed by Paul Stoetzer and Martha Saragovitz.


But it gets worse. We kept following the money, and the grand total spent on this firm, from 2018 through 2020, is actually $18,503.50. This is more than what AMSAT got from the Payroll Protection Plan (COVID-19) loan program. AMSAT wouldn't have needed the $17,700.00 from the PPP loan if it didn't spend the money on secret lawyers without Board authorization.

So what was this money for?


The reasons listed for these expenses were harder to track down that the other set, but they were eventually uncovered: “False accusations by Michelle Thompson” and “Harassment of Drew Glasbrenner by Patrick Stoddard”. 


On one bill, for $1,050, "legal advice related to the 2019 election of directors”. How odd. What legal advice? No documentation of any type was provided, other than this brief and buried note. Why would Officers need legal advice about the 2019 election? Patrick and I asked, and there was no answer outside of finger pointing and vague excuses. 


It took a very long time to find out what “false accusations” and “harassment” were about. For months, I kept hearing that I had “a conflict of interest”, and that’s why I couldn’t access corporate documents and communications, and that’s why AMSAT “had to” hire a law firm. A firm that turned out to not even be licensed to practice in Washington DC, where AMSAT is headquartered!


Even if I had some sort of financial conflict of interest, then under DC law I would simply recuse myself from any affected vote. That’s how adults work. It turned out, thanks to Mark Hammond linking to an old email from Joe Spier and clearly stating that these were the reasons I had a “conflict of interest” - were because I had asked Joe Spier for help a year or so back. 


I was having problems getting things done. One request was about  how to get re-tweeted by the AMSAT Twitter account. What I was told to do wasn’t resulting in what was supposed to happen. This was for promoting actual real honest-to-goodness AMSAT projects that were my responsibility. I had tried to get help with whoever ran the AMSAT Twitter account using Twitter direct messaging and was getting completely ignored. Where else am I supposed to go about not being able to follow instructions given to me by AMSAT leadership, for an AMSAT project?


I complained about Jerry Buxton’s use of the term “women and children” in the context that women were like children and needed protection because they just couldn’t handle the world of adult men. It happened more than once. I wanted it to stop. Women are adult people. Women are not children, in need of protection, prevented from fully participating. That puts women volunteers and fellow volunteer technical managers, like myself, at an unfair disadvantage. This is a real problem. But, the good news is that it’s really easy to fix. Usually, people simply apologize and try to do better. 


I was honestly confident that both issues would be quickly and privately resolved. The last thing on the earth that I expected was the amount of unauthorized spending and the personal retribution based on minor complaints. 


What Conflict of Interest?


Neither of these issues that I complained about, specifically pointed to by Mark Hammond as the reason for me having a “conflict of interest” - and therefore AMSAT being totally able to deny me access to virtually all records as a Board member - was worth driving the organization down an expensive illegal road. The reasons given for these expenditures are complete nonsense. These just aren’t legitimate business reasons to spend money on lawyers. 


Even if you believe that mild complaints from active life members deserve five figures of lawyer action, there’s a more serious and fundamental problem. If this was a legitimate expense, then it should be in the meeting minutes. There are no records in the meeting minutes of AMSAT Incorporated where these large and grossly inappropriate expenses are justified. Go look for yourself. There’s not even a hint of an executive session or any of the other common techniques used to shield sensitive issues. 


This was not a budgeted expense. It’s definitely not overhead, which are expenses that are required for ordinary day-to-day operations. They are definitely not ordinary legal expenses, especially when compared to patterns in the past. AMSAT just can’t afford to hire lawyers and spend money like this. 


The AMSAT by-laws and DC corporate law are both very clear. This expenditure needed Board approval. The approval needed to be documented. That means it should appear in the minutes. But, it doesn’t. That is because the Board knew it was wrong. The Board knew that it needed to be hidden from members. They did it anyway because they cannot tolerate any criticism, at all, even if it’s mild. In the Board archives, they assumed that the challengers in 2019 would lose. They honestly did not expect to suffer any repercussions for doing what they did. They want to avoid those repercussions now, but they can’t. 


AMSAT Receives a Demand Letter


The real motivation of spending serious coin on secret lawyers was to stop Patrick Stoddard and Michelle Thompson (me) from participating as AMSAT volunteers, slow down and obstruct our campaigns for the Board of Directors in 2019, and to provide advice on how best to prevent our participation on the Board of Directors of AMSAT, once we won positions. 


Why? Because the incumbents have no tolerance for dissent in any form. We simply aren’t part of their circle. Our contributions were going to be shorted to ground as quickly as possible by any means necessary. 


It did not work. We’ve continued to serve the organization, deliver concrete results, and respond to members.


Both Patrick and I are life members of AMSAT. We have volunteered for AMSAT for many years. We donate our time in very different ways, but we have been consistently successful as volunteers, mentors, speakers, and organizers.  


There was no legitimate reason to secretly hire a law firm to “deal” with us. There is no good reason to then spend most of a year attempting to cover up those expenditures and refuse to provide documentation about ordinary business operations, expenditures, and communications. Those refusals continue to the present day. Those refusals are illegal, they were addressed by a legal demand letter, and Joe Spier resigned two days after receiving that demand letter. 


This demand letter was commissioned by me and Patrick Stoddard. Details about that can be found here.


There are no “conflicts of interest” as Mark Hammond and Joe Spier ineptly alleged. There is no excuse for running the organization out of some backroom channel. This is offensive on its face. 


“You Just Don’t Understand AMSAT Culture”


When the secretly hired law firm was eventually exposed and the Board members involved with hiring them questioned, Martha “The Soul of AMSAT” Saragovitz claimed that Patrick and I “simply didn’t understand AMSAT culture.” Tom Clark and others immediately insisted that AMSAT operates by “informal consent”. They said that there’s no need for pesky DC corporate code, meeting minutes, or votes. They say that no one really needs to document unbudgeted expenses when there’s consent. Bruce KK5DO said that AMSAT “simply paid some bills”. 


Is this how successful organizations are run?


Neither Patrick nor I “consented” to be the subject of intense secret legal spending, denied access to corporate documents and communications, lied to about the large number of NDAs AMSAT has recently signed, and given the royal runaround concerning access to the Board of Directors email archive. But, according to some of the men that are asking you to vote for them this summer, that’s exactly how AMSAT should be run. 


They believe that they’re completely in the right. They honestly believe that they can burn up the equivalent of 420 annual memberships on a secretly hired law firm to harass members that just happened to not be in their special “consent circle”. 


Our mild criticism of the way AMSAT was running things was determined to be an existential threat deserving of a nuclear response. They then decided to spend some serious coin in shutting us up. 


There’s more. An additional $4,000 was spent over the approved $10,000 for the consulting firm FD Associates. This firm provided ITAR and EAR summary memos at the 2019 Symposium Board meeting. The Board did not approve spending the extra money. It just went out the door without question. What did that money purchase? I have asked. Patrick has asked. There has been no answer. 


No Regular Board Meetings - On Purpose


Patrick and I certainly did not consent to the sudden shut down of all regular Board meetings as soon as we took office. The two of us have called for regular meetings because, again, that’s how things get done in large and active organizations. Both Joe Spier and Clayton Coleman have refused to call regular meetings. This is completely different than any year in AMSAT’s past, where the Board met at least monthly. 


If you are totally ok with your Board meeting once a year and rubber stamping whatever Officers want, then vote for the incumbents. That’s what you’ll be getting more of. 


Three Board members are required to call for a meeting. Patrick and I have called for meetings. Most recently to address the departure of ARISS so we could do a post-mortem and learn from it. No other Board member has ever joined any of the multiple calls for meetings. Shutting down the meetings definitely shuts down questioning. And oversight. 


“Rule by consent” only works if all the Directors are included. Well, I think it’s clear how inclusive this Board has been. That is something that can change in 2020, and you are key. The only way things like this stop are if the people that act like this are not re-elected. 


What Can You Do?


Please vote for Bob McGwier, Howie DeFelice, and Jeff Johns. 


Do not vote for men that gloat about squandering your member money on secret law firms, attack members and member societies on social media, and fail to support members that simply want to contribute.


AMSAT can be a leading world class organization. It’s not right now, and that’s largely a function of the quality of leadership that the members have gotten. There is a clear choice this year and things can change rapidly in very positive directions.


Hold the incumbents accountable. 

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