[amsat-bb] Board of directors meetings

[Jerry Buxton]

On 7/5/2020 07:50, 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
>>
>>
I see that, as is the norm today whenever there is an election, some of
the "facts" of the issue presented in the form of what certain
individuals said are grossly out of context.

Over a year ago, March or April 2019 to the best of my recollection, I
put forth the idea during the monthly telephone gathering of Directors
as well as in an email to the Board of Directors.  At that time and for
some time these monthly "strategic planning" meetings had become very
much a report by the President on current activities of themselves and
the Officers as to their current and wholly expected/normal activities. 
These meetings began to run an hour or more with discussion of minutiae
in the normal execution of those duties which, in my opinion, had
nothing to do with Board of Directors level strategic planning for the
Corporation.  Officers were invited and while not required to attend,
often participated in the discussions.  Were it in fact a meeting with a
Board level strategic planning item, that strategic discussion was in my
opinion, dragged out and dragged down by these reports which would limit
the strategic discussions often due to time and as well, due to
interjection by officers where their input should and could have been
requested in a more formal way as an agenda item for further discussion
of whatever strategic ideas the Board discussed during the Board of
Directors Strategic Planning meeting.

The same discussions and minutiae of the Officers expected/normal
activities were then discussed again two weeks later on the Officers
"tactical planning"  meetings, by the officers, with the Directors being
invited and while not required to attend, often were more or less
expected to be there to hear the same thing they heard two weeks prior. 
In fact this was a norm with the AMSAT leadership for some time and even
prior to my becoming an Officer and later, Director. 

There was a time that these things worked as such and the
discussions/agenda were separate and confined to the purpose and
attendees (Board or Officers as designated) however that became this
homogeneous wash-rinse-repeat cycle that led to my bringing up the
thought, not a motion or otherwise general claim of lack of
productivity, that we consider having Board of Directors Strategic
Planning meetings only as/when corporate strategic planning discussions
were of the urgency or maturity to require the Board of Directors to
gather beyond discussions we had been having via email, in order to
further the strategy and vote on it.  In the meantime, the need for
input from Officers in order to exercise proper oversight and management
of the execution of the Corporation's business could easily be done via
email, either by a report to the Board from the President (preferably)
containing the same information as was presented at the "strategic
planning" meeting without the need to be on the phone for over an hour
or by individual Senior Officers emailing their monthly report to the
Board of Directors with that information.  It should be noted and it was
an important part of my pitch to the Board that the activities being
reported and in fact the state of the activities generally did and to an
extent still often do not change at a pace that required monthly, much
less bi-weekly, meetings and repetitions of the reports/activities. 
That fact too would even make the email reports rather simple and not a
burden to create or read, as they are often a repeat of status quo
except during implementation, completion, or anomalies in any of the
specific activities of the Officers.

At that time, the Board did not respond with any desire to further the
suggestion.  And so we carried on "as usual".

Since my suggestion and the choice not to pursue it at the time were not
documented further than the Board of Directors mailing list where I
believe I posted it in addition to the mention on the call, I am sure
that the subject came as a surprise to all but the Directors involved in
those emails/discussion when I brought it up again at the annual Board
of Directors meeting in Arlington.  At that time I simply re-stated a
summary of what I had said six (or so) months prior to the annual
meeting when we briefly discussed the item. 
It was in that discussion as well as when I presented my thought to the
other Directors in 2019 that I said, in my opinion, that the meetings
were unproductive IN TERMS OF THE INTENTION THAT THEY BE ABOUT STRATEGIC
PLANNING FOR THE CORPORATION, BECAUSE THERE WERE NO SUCH STRATEGY
DISCUSSIONS HAPPENING ON A MONTHLY BASIS AND THE REPORTS ON OFFICER
ACTIVITY COULD BE HANDLED OTHERWISE. Emphasis added to bring back the
context that was conveniently missing from other statements of this case. 

The outcome at the annual meeting was in agreement with looking at the
frequency and necessity of online/telephonic Board of Director meetings
rather than the regularly scheduled (and in my opinion) essentially
group gathering of everybody who showed up to rehash current
activities.  To the best of my recollection, it was never said at the
annual meeting that Board of Director Strategic Planning meetings could
not or should not happen.  Nor, to the best of my recollection, was it
said in that discussion of my point about the meetings that they were
meaningless or a waste of time beyond the implication of such in the
specific sense of the meeting purpose because of the lack of strategy to
discuss.

Since then, the Directors have chosen to go with the guidance that
meetings called by the mechanism in our bylaws is what determines the
frequency of the Board of Directors online/telephonic meetings.  The
President is charged with determining the need and frequency of Senior
Officer meetings and that has always been the case as far back as my
tenure as an Officer, and I do not take any exception to that as a
Director nor do I feel compelled to push the President to have such
meetings either as a Director or an Officer.  I stand by my thoughts of
a year ago and at the annual meeting as far as email reports to the
Board of Directors.

I hope this clears things up in regard to the history of the idea for
the frequency and purpose of Board of Directors gatherings and the
perception that they are or should be held monthly.  It is solely up to
the President and the Board of Directors to determine that as I am sure
was done in the past and is being done now.   

On another note, I also expressed strong support for the AREx program
during the March meeting.  It's funny how what I say or do is
conveniently added, altered, or omitted when it serves the personal
interest of individuals.  Part of being a "public figure" I guess.
And so it goes...

Jerry Buxton, NØJY