[amsat-bb] AMSAT Leadership Explanation ...

[Rich Gopstein]

Thanks.  That helps.  I appreciate your willingness to answer my questions.

Rich
KD2CQ


On Sun, Jul 12, 2020 at 4:50 PM Michelle Thompson <
mountain.michelle at gmail.com> wrote:

> I understand and appreciate your questions and interest. I don't take
> offense at any of the questions. I know it's not a fun subject, not very
> pleasant, and many people do not care or find the entire thing annoying.
> Yes, it's annoying.
>
> The minutes are the record of board activity.
>
> If an expense is not in the record, and it's not an ordinary expense, it
> is unauthorized. This could have been easy to rectify.
>
> This wasn't printer cartridges or annual travel or catering for an annual
> dinner. It was not handled like the hiring of FD Associates, the consulting
> firm, which was providing things that help the mission of the organization.
> It was the hiring of a Manhattan law firm, whose work products were, among
> other things, advice on how to slow down or obstruct access to records.
> That does not help the mission of the organization.
>
> These were not ordinary business expenses. The responsibility of oversight
> lies with the Directors. It's our job to ask questions about things like
> this. We are just doing our jobs.
>
> Board members that got together and did this before we were elected
> completely refused to talk about it and refused to meet to resolve it.
> Criticism is not an existential threat. Nuking people from orbit with
> lawyers because you don't like their complaints creates very bad karma.
>
> One could take an extremely broad view of legal expenses and accept any
> legal expenditure as ok. We don't think that view serves any organization
> very well, and it is not how AMSAT handled other expenses, like FD
> Associates. Therefore we spoke up.
>
> If Patrick and I were completely wrong about this, then the legal letter
> we commissioned would have had no effect. It would have been answered
> differently.
>
> Once confronted with a letter summarizing why AMSAT was in the wrong, and
> asking for specific relief citing specific case law, Joe Spier resigned.
> There was a phone conference between the law firms and the AMSAT lawyer
> backed down and agreed to all the contents of the letter. Clayton Coleman
> took over as President and addressed the access to records within, I
> believe, a week. He acknowledged the problem and we got to work on several
> overdue items. Things were looking very good, we were moving forward.
> Clayton does not deserve calls for his resignation, hate mail, or anything
> like that. He is President during a very difficult time, in several ways. I
> told him he had my support.
>
> If we had gotten an acknowledgement that this was a bad decision, and
> accounted for it and reconciled internally, we would not have gone to the
> membership with the report. This is a problem that an apology could have
> fixed. The majority wanted an election instead.
>
> If you (or anyone else) has any further questions, please feel free to
> call. I'm in the volunteer directory. Or, you can email me for my home
> phone.
>
> -Michelle W5NYV
>
>
>
>
> On Sun, Jul 12, 2020 at 11:51 AM Rich Gopstein <rich at ourowndomain.com>
> wrote:
>
>> 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
>>>>>
>>>>