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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.