[amsat-bb] Still one part missing.... (skip if you don't want to read about the BoD concerns)

[Patrick STODDARD (WD9EWK/VA7EWK)]

Roy,

You are correct about my lack of a connection with Open Research
Institute. I have nothing to do with ORI. My full candidate's
statement for last year's Board of Directors election was included in
the mailing Michelle prepared. I helped cover the costs of that
mailing, which was done in full compliance with the AMSAT bylaws.

Michelle and I were initially told by Joe Spier in late September 2019
we needed to sign a non-disclosure agreement before we could gain
access to AMSAT records like the archives of the Board's private
mailing list. Then it became something different... we had to sign an
acknowledgement for the NDAs AMSAT had with different organizations. We
were not provided copies of these NDAs initially, but told we would
have to sign an acknowledgement of those NDAs during the Board meeting
at last year's Symposium. This acknowledgement had nothing to do with
accessing AMSAT records or the mailing list archives. Michelle and I
wanted to see these NDAs before the meeting, so we could have adequate
time to review them. We received copies of the AMSAT NDAs. Michelle and
I, along with the rest of the Board and the senior officers, signed an
acknowledgement of those NDAs during the Board meeting.

After the Symposium, things changed again. In a phone call with Joe
Spier and a lawyer from Hurwit & Associates, both Joe and the lawyer
were discussing a proposed "conflict of interest" policy that would
prevent Michelle and me from ever seeing any AMSAT records related to
anything before we joined the Board. I previously wrote about here on
the -BB and on my http://amsat.wd9ewk.net/ web page. When this was
brought to the attention of the rest of the Board and senior officers,
nobody spoke up. After seeing Clayton's letter, it is crystal clear
why that was.

It took Michelle and me seeking our own legal advice, followed by the
demand letter sent to AMSAT in late January, to end the roadblock that
started on day 1 of our terms as directors. After Joe Spier's quick
resignation, Clayton and AMSAT's lawyer both said we would have access
to records - almost 5 months after our terms started. Five months where
AMSAT was not in compliance with District of Columbia corporate law.
Michelle and I welcome an opportunity to discuss a wide range of issues
concerning AMSAT with the rest of the Board of Directors in a meeting.
As of now, it appears to me that neither the other directors nor
Clayton are willing to join us in calling for a Board meeting.

Seeing what we went through last fall with those NDAs, I would expect
that any new directors or senior officers should be provided copies of
AMSAT's NDAs, along with an acknowledgement form like we signed last
year. This should be part of the process of welcoming new directors or
senior officers. There was no process I could see when Michelle and I
joined the Board last year, even though there is a brief mention of a
process in the AMSAT bylaws for outgoing and incoming directors. I saw
much more organization when I joined the Board as an alternate back in
2011.

73.





Patrick Stoddard, WD9EWK/VA7EWK
http://www.wd9ewk.net/
Twitter: @WD9EWK or http://twitter.com/WD9EWK



On Mon, Jul 13, 2020 at 8:54 PM Roy Dean via AMSAT-BB <amsat-bb at amsat.org>
wrote:

> [Legal Disclaimer:   None of the below should be construed as fact.  I am
> only trying to confirm what I know in order to make an informed decision
> when it comes time to vote.  Please feel free to correct any assumptions or
> conclusions I may have reached below]
>
> I understand both of Directors Stoddard's and Thompson's concerns about the
> validity of certain spending on legal advice.
> I understand both of Directors Stoddard's and Thompson's concerns about the
> withholding of corporate documents until a legal demand letter was
> presented.
> I understand the concerns of many of the board and executives about a
> conflict of interest with Director Thomson's involvement with ORI.
> I understand the concerns of many of the board and executives regarding
> harassment policies.
> I understand the concerns of some of the members about the potential misuse
> of the membership mailing list by an alleged "agent" of Director Thompson
> (and/or ORI), as well as understanding the reasoning Director Thompson put
> forward for the ORI return address on mailing in question.
>
> One thing I do not understand is why any of this does (or did) affect
> Director Stoddard?   Why was corporate documentation withheld from him?
>  From what I can tell, he has no relation to ORI.   Is it because his
> candidate statement was included with the ORI mailing (I don't even know if
> it was, I cannot remember and didn't save my mailing)?   Was it because he
> hesitated (or refused) to sign the new NDA?   Or did he sign the new NDA?
>   Were all other BoD members asked to sign the NDA prior to being given
> access to the corporate documents that were alleged to be withheld from
> Dirs. Stoddard and Thompson?   Is that NDA now SOP for all new Directors
> and Executives?
>
> <snip> <https://www.amsat.org/mailman/listinfo/amsat-bb>
>