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. 

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