[amsat-bb] Board of directors meetings

Sun Jul 5 15:56:41 UTC 2020

AMSAT traditionally has held two leadership meetings a month. One with the
board, and one with board and senior officers.

A large and active organization like AMSAT really does need leadership to
meet regularly so it can stay informed and make decisions. Letting officers
simply run the entire show, expecting to get rubber stamped once a year by
a sleepy apathetic board, is a recipe for disaster for *any* corporation.

At the Arlington Symposium, which was the first board meeting that Patrick
Stoddard and I attended, Joe Spier, Mark Hammond, and Jerry Buxton claimed
that regular board meetings were "unproductive". Suddenly, the meetings
simply couldn't happen. Suddenly, they're meaningless and a waste of time.
Hm.

Tom Clark said this was unusual, unwise, and unwarranted. He said he had no
idea why Joe Spier would do this.

Patrick and I objected to the sudden change from regular meetings to
"meetings whenever the President decides". Patrick and I are minority
members of the board. We were overruled.

By the 2019 Symposium Board Meeting, we'd already been denied access to
corporate documents and communications, and we'd been (falsely) told that
we had to personally sign a bunch of NDAs in order to get access. We'd
gotten some name-calling and some runaround.

These experiences were covered in detail in reports to members starting
here:
https://w5nyv.blogspot.com/2019/09/report-to-members-1-amsat-na-board-of.html
https://w5nyv.blogspot.com/2019/10/report-to-members-2-amsat-na-board-of.html
https://w5nyv.blogspot.com/2019/10/report-to-members-3-amsat-na-board-of.html

But, I was very optimistic that we would actually have monthly meetings.
They seriously couldn't literally mean "none".

We really needed to learn how to work together, since what Patrick and I
campaigned on was very different than the way AMSAT had been run.
Transparency, change of direction in technology, and open source.

But, Joe Spier refused to call any board meetings after 2019 Symposium.

There was an emergency board meeting to replace him when he resigned in
late January 2019. No other business was entertained. It had been nearly
four months since the annual board meeting.

Clayton Coleman didn't restore the regular schedule when he took over.

Clayton called the first real board meeting of his term in March. I was
able to get a bylaws committee motion approved and I was able to get AMSAT
to formally support the ARISS AREx project (AREx had requested a letter). I
was able to restart the ITAR/EAR policy work with FD Associates. Patrick
was able to get Clayton to promise to fire Hurwit and Associates. This was
a lot of progress! This is what we promised members to do our best to do.

We looked forward to the next real board meeting where we could address
ongoing disagreements over the financial outlook and how to reduce
expenses. Clayton promised weekly reports, and things seemed to be unstuck.

But, no other meetings have been scheduled since then. No reports have been
received from Clayton. Very few reports from any officers have been
received. And the very serious issue of large unauthorized spending slowly
emerged.

Patrick and I called for board meetings to address the unauthorized
spending. We need one more board member to call a meeting. Or, the
President calls the meeting. We wanted the unauthorized spending issues
resolved internally. No one joined the call for this meeting.

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

There was one 15 minute emergency meeting called to rubber stamp a yes vote
on applying for a COVID-19 loan. I said we shouldn't touch the money. We
were in no danger of going bankrupt like so many other businesses
(restaurants, service industries). The loan was approved by the board 5-2
and it was approved.

When ARISS USA announced, Patrick and I called for a meeting in order to
find out what happened, and get the lessons learned. Clayton said there was
no discussion before the announcement. It sounded like a surprise. Others
have said the split was talked about. Doesn't matter. Either way, it seems
like the sudden departure of a project that has been a huge part of AMSAT
for 24 years deserves more than a short and understandably exasperated note
from the President.

So far, no meeting. No report. No discussion.

So, is AMSAT required to have regular meetings? No. It's not uncommon for
organizations to only require one meeting a year.

Should AMSAT have regular meetings, like it's always had? Damn straight it
should!

Bruce Paige has filed no motions this year except to move to close the few
meetings we have had.

He complains about "administrative tasks" on the board mailing list. You
have one job, Bruce. You are part of the administration.

He is perfectly ok with the bare minimum one board meeting a year, at
Symposium.

He had shown zero remorse in being part of the unauthorized spending. If a
bill comes in, the organization just pays it. What's the big deal?

Please do not return him to the board. He isn't helping with oversight or
expense reduction. I'm sure he's a lovely person and does well elsewhere.
Just not on the board.

Regular meetings for AMSAT leadership are a no-brainer. The incumbents
blocked regular meetings starting at 2019 Symposium, and that continues to
the present day.

If you want a functional board that provides oversight, achievable expense
reduction, transparency, and can produce real progress on regulatory
compliance and open source policies, please vote for Bob McGwier, Howie
DeFelice, and Jeff Johns.

-Michelle W5NYV

On Sun, Jul 5, 2020 at 6:57 AM Bruce via AMSAT-BB <amsat-bb at amsat.org>
wrote:

> By laws only state once a year as soon after the election as possible.
>
> Section 5:  The Board shall meet in person as soon as practicable after
> the Secretary’s announcement of election results for the purpose of
> electing Officers and for such other business as may properly come
> before the Board. Additional meetings of the Board may be held at its
> discretion. The Board may also establish rules providing for telephone
> or telegraphic consultations in addition to the meetings required under
> these Bylaws, but no such consultation may result in official actions of
> the Board unless all Directors have been given timely and adequate
> notice of such events and afforded reasonable opportunity to
> participate, and unless the Secretary has kept the minutes of such
> consultation. At any meeting or consultation of the Board, a simple
> majority of Directors shall constitute a quorum.
>
> On 7/5/2020 7:50 AM, Clint Bradford via AMSAT-BB wrote:
> > Last time I read their bylaws, “monthly” meetings were not required.
> >
> > Clint Bradford K6LCS
> >
> >
> >
> >> Can someone please explain why there are no monthly board meeting being
> >> held.??
> >>
> >> Rick
> >> WA9JBQ
> >>
> >> --
> >> Rick Wyrwas
> >>
> > _______________________________________________
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> > to all interested persons worldwide without requiring membership.
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> AMSAT-NA.
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>
>
> --
>
> Bruce Paige, KK5DO
>
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> _______________________________________________
> Sent via AMSAT-BB at amsat.org. AMSAT-NA makes this open forum available
> to all interested persons worldwide without requiring membership. Opinions
> expressed
> are solely those of the author, and do not reflect the official views of
> AMSAT-NA.
> Not an AMSAT-NA member? Join now to support the amateur satellite program!
> Subscription settings: https://www.amsat.org/mailman/listinfo/amsat-bb
>