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