[amsat-bb] Re: BoD Elections

[Barry A. Baines]

Robert:

The last Board of Directors meeting took place in October 2008.  Since  
then, there hasn't been a board meeting.

Please keep in mind that the purpose of the Board of Directors (BOD)  
is to set the strategic direction of the corporation, elect the senior  
officers (President, Executive Vice President, Treasurer, Corporate  
Secretary, VP-Engineering, VP-Operations, and Manager.)  and to  
approve the budget.  The Bylaws requires one meeting per year in  
person and per Article III Section 5 of the Bylaws, the board meets as  
soon as practicable after the election results are announced.   
Traditionally, this meeting takes place in conjunction with the AMSAT  
Symposium.  That meeting typically lasts from 0800-2100 on Day 1 and  
0800-1200 on Day 2 (with time off for lunch and dinner).   It is an  
intensive two-day meeting.  This meeting is open to all unless there  
is a need for a portion of the board meeting to be conducted in closed  
session to discuss personal evaluation of our paid employee and salary  
matters, or if there are matters of a confidential nature.

In the past, the number of board meetings per year has varied.  In  
some years it has been only one time, such as in 2008 and in 2009. In  
other years, there have been two in-person meetings with the second  
meeting in the Spring if there are compelling reasons to spend AMSAT $$ 
$ on travel and lodging.  For example, the Board met in February 2004  
in Orlando for two days to develop the Strategic Plan.

In other years, there have been multiple board meetings via  
teleconference when specific items must be approved. For example,  
between November 2006 and July 2007 five different board meetings took  
place via teleconference when the Board voted on the MOU with  
University of Maryland-Eastern Shore to establish the clean room in  
Maryland, a vote was taken to file a FCC petition, approve a revised  
budget, evaluate a fund raising initiative, etc.   The minutes of  
those particular meetings were printed in the November/December 2007  
issue of the AMSAT Journal.

Consequently, the BOD meets in session when formal decisions must be  
made by the Board.  Day-to-day management of the corporation based  
upon the strategic direction set by the Board of Directors is executed  
by the President and the senior officers elected by the Board.  Those  
officers (including the President) are elected for one-year terms and  
serve at the pleasure of the Board.  Each new Board that convenes in  
the Fall elects a slate of senior officers, including the President.

I trust I've answered your question.

Regards,

Barry Baines, WD4ASW
President-AMSAT



On Aug 28, 2009, at 1:10 PM, Rocky Jones wrote:

>
> Barry ...interesting statement
>
> this caught my eye
>
> "
>
> There are no other formal 'meeting minutes' or 'committee minutes' to
> be published.  No 'official meetings' where the BOD has taken official
> votes or made decisions that require documentation have taken place
> since the 2008 AMSAT Symposium"
>
> so there are no official actions or votes of the directors, the BOD  
> as a whole after the Amsat Symposium?
>
>
> Robert WB5MZO
>
>
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