[amsat-bb] AMSAT Leadership Explanation ...

Sun Jul 12 18:51:23 UTC 2020

Thanks.  I think we're getting closer :)

It sounds like the "unauthorized expenses" were incurred before you and
Patrick were on the board.  And the belief that they were unauthorized is
based solely on reading the AMSAT board meeting minutes?  So if those
expenses were authorized through some day-to-day operational procedure,
then they wouldn't have shown up in the board meeting minutes?

Note - I'm not defending the actions, just trying to understand if they
were outside of the bylaws.  So far, there isn't any direct evidence that
they were - unless I'm misunderstanding something.

Rich
KD2CQ

On Sun, Jul 12, 2020 at 1:26 PM Michelle Thompson <
mountain.michelle at gmail.com> wrote:

> Yes, I can try. You are correct. There is, and definitely should be,
> latitude for ordinary day to day budgeted expenditures.
>
> An unauthorized expense is when  money was spent for something it was not
> allocated for, or if the amount spent goes over a set amount.
>
> Both cases occur here. There was a $4k overage to a consulting firm. The
> first $10k was properly authorized. But, officers just kept spending past
> the limit.
>
> Hiring a law firm needs to be carefully documented, especially when
> historically legal expenses are often zero.
>
> Authorized and expected costs include things like trademark and regulatory
> consulting and review.
>
> Anything out of the ordinary, an unusual or unanticipated reason, or
> something regarding liability, loss, and many personnel decisions, needs
> authorization.
>
> The authorization for FD Associates appears in AMSAT meeting minutes.
>
> Hiring Hurwit does not appear in the minutes.
>
> A variety of unusual and personally motivated expenses followed.
>
> Targeting individual members (the denial of access, the NDA runaround, the
> false claims of conflicts of interest were all advised by Hurwit) and then
> attempting to move these expenses to "overhead", is an unauthorized and
> improper use of member money.
>
> Mentioning us by name in payments, and grossly mischaracterizing mild
> complaints and requests for help as deserving of a nuclear response, is an
> unethical use of money.
>
> The board needed to go on the record about this contract, given the very
> unusual nature of the expenses which did not fit into a budgeted or
> recurring category, but they did not.
>
> I understand you may discount my opinion.
>
> That is why we hired a corporate governance specialist who reviewed
> everything. She also wrote the demand letter that finally got me and
> Patrick access to records in early February, four and a half months after
> we were supposed to start our terms.
>
> She reviewed the additional documents we now had access to and explained
> that some expensss were unauthorized and improper.
>
> We made our case to the board, looking to resolve this. They were silent
> and completely uncooperative, until recently.
>
> The change happened when we asked to see copies of all the Hurwit checks.
>
> I campaigned for transparency. Without financial transparency,  many other
> things simply don't work well.
>
> I'm optimistic there can be meaningful improvement.
>
> -Michelle W5NYV
>
>
>
> On Sun, Jul 12, 2020, 09:14 Rich Gopstein <rich at ourowndomain.com> wrote:
>
>> Could you clarify "unauthorized"?  Not disclosing the expenditure after
>> the fact is different from authorization.  Just trying to understand why
>> the expenditures were not authorized.  I took a look at the bylaws, and
>> it's clear that officers can be given latitude to make expenditures on
>> behalf of AMSAT without board approval for each expenditure (as you would
>> expect - it would be impractical for the board to have to approve every
>> expenditure).
>>
>> Rich
>> KD2CQ
>>
>>
>>
>>
>> On Sun, Jul 12, 2020 at 11:20 AM Michelle Thompson via AMSAT-BB <
>> amsat-bb at amsat.org> wrote:
>>
>>> The unauthorized expenditures have been admitted to.
>>>
>>> Months of attempts to call a board meeting and address it internally have
>>> been made.
>>>
>>> This failed.
>>>
>>> Legal advice was sought. We proceeded carefully, and documented what we
>>> did
>>> along the way.
>>>
>>> This worked.
>>>
>>> Patrick and I are in the clear.
>>>
>>> The officer and employee who signed these checks are not.
>>>
>>> They claim the entire board knew about it.
>>>
>>> There are no records of this contract. It was not disclosed to us when we
>>> joined. Adding in denial of access, we have problems only an election can
>>> solve.
>>>
>>> Unlike other things we do, this isn't rocket science.
>>>
>>> Speaking up to give members a chance to get a functional board, before an
>>> election, is simply the right thing to do.
>>>
>>> I didn't select the weekend the nominations to the board were announced.
>>>
>>> Preferring I resign instead of allowing a large amount of unrepentantly
>>> unauthorized spending to continue is a mistake. Understandable though.
>>> This
>>> is upsetting. Please try not to shoot the messengers too many times.
>>>
>>> Members should get real value out of the membership. They should not have
>>> to pay for secretly hired law firms. Especially for such trivial and
>>> easily
>>> resolved reasons.
>>>
>>> Criticism isn't an existential crisis. Unauthorized spending definitely
>>> is.
>>>
>>> If members agree with spending their money this way, then they will vote
>>> to
>>> return the same people to their jobs.
>>>
>>> I have faith in great potential for improvement. There are candidates
>>> that
>>> will follow the law and the bylaws and were willing to step forward.
>>> Robert, Howie, and Jeff.
>>>
>>> We are fortunate to have a choice. This year it makes a big difference.
>>>
>>> Michelle W5NYV
>>>
>>>
>>>
>>> On Sat, Jul 11, 2020, 00:52 Alan via AMSAT-BB <amsat-bb at amsat.org>
>>> wrote:
>>>
>>> > I read the recent allegations by Directors Stoddard and Thompson of
>>> > improper
>>> > behavior on the part of some AMSAT Officers and Directors with
>>> concern, but
>>> > also caution. Concern, because nothing remotely similar has occurred
>>> in the
>>> > 30+ years I have been a Member and sometimes Board Member. Caution,
>>> because
>>> > the nature of the accusations and particularly the timing during a
>>> holiday
>>> > week in the AMSAT election cycle had all the hallmarks of a cynical
>>> > political hit. That is now the most plausible explanation. If they
>>> believed
>>> > the serious allegations to be true, it was irresponsible not to have
>>> > brought
>>> > them to the attention of the Members before now. These accusations were
>>> > either carefully crafted for maximum political effect, or to put the
>>> most
>>> > charitable face on it, represent genuinely honest concern but egregious
>>> > errors in judgement by the accusers.
>>> >
>>> > I call on Directors Thompson and Stoddard, in light of these
>>> unwarranted
>>> > accusations, to apologize publically to both those they have so
>>> grievously
>>> > misrepresented, and to the Members for the harm they have caused
>>> AMSAT. It
>>> > would be honorable to resign because of how badly they have broken
>>> trust
>>> > with the organization and its Members. Lacking that, at a minimum they
>>> > should pledge not to seek reelection. If as they claim they represent a
>>> > vision with wide support, surely they can find genuinely qualified
>>> > candidates to replace them without their baggage.
>>> >
>>> > Hopefully AMSAT Members will consider carefully which current Board
>>> > candidates have either expressed support for these failed Directors, or
>>> > been
>>> > endorsed by them. There are other, better, proven candidates.
>>> >
>>> > Alan Biddle
>>> > WA4SCA
>>> > Past Board Member and Corporate Secretary
>>> >
>>> >
>>> > _______________________________________________
>>> > 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
>>> >
>>> _______________________________________________
>>> 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
>>>
>>