[amsat-bb] Reply to W5PFG's letter of 10 July 2020

[Greg]

What ever happened to the good old days where if you didn't like the place you were  an unpaid volunteer, you quit, walked away and didn’t call your attorney?

I have no respect in the fact that an attorney is even involved in volunteer position.

Greg
N3MVF



On Jul 27, 2020, at 12:44 PM, Patrick STODDARD (WD9EWK/VA7EWK) via AMSAT-BB <amsat-bb at amsat.org> wrote:

Hi.

The following is the text of a letter sent on behalf of Michelle
Thompson W5NYV and me to AMSAT President Clayton Coleman W5PFG,
along with everyone who co-signed Clayton's letter of 10 July 2020.





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



*********************************
Text of forwarded letter is below
*********************************




July 27, 2020

AMSAT Board Members
Clayton Coleman, President


Dear Sirs and Madam:

I am writing in my capacity as counsel to Michelle Thompson and Patrick
Stoddard regarding the letter to members entitled “AMSAT Leadership
Explains 2018-2020 Legal Expenses” posted on July 10, 2020 (“Letter”).
Through the course of my representation of my clients, I know that
information included in this letter is patently false and defamatory
and has resulted in reputational harm to Ms. Thompson and Mr. Stoddard.
On behalf of my clients, I demand that appropriate corrective action be
taken to address these falsehoods and prevent further harm to their
reputations.

The most egregious falsehood, among several, is the statement that
AMSAT is “under attack” by my clients. Ms. Thompson and Mr. Stoddard
have consistently worked to improve AMSAT – and have done nothing to
attack or undermine the organization they support. It is true that my
clients have worked diligently to evaluate the mission, activities,
finances, and procedures of AMSAT. Specifically, they have taken steps
to increase the financial transparency of AMSAT, enforce the provisions
of its existing bylaws, and obtain access to corporate and financial
documents. They have done all of this work as volunteers, deeply
invested in the well-being and success of AMSAT as an organization.
While I understand that certain AMSAT officials may interpret my
clients’ actions to be critical of their personal actions, it is simply
not true that AMSAT as an organization is “under attack.” The broad
dissemination of a statement to the contrary is false, harms Ms.
Thompson’s and Mr. Stoddard’s ability to serve AMSAT and calls into
question their integrity.

As you know, Ms. Thompson and Mr. Stoddard were improperly denied
access to AMSAT’s corporate records. They had to retain my firm just to
be able to carry out their corporate responsibilities as Directors.
They now are questioning the propriety of the legal expenditures as
they have not been given any evidence that these expenses were ever
approved by board action, much less in advance of the engagement, as is
required by Article II, Section 1 of AMSAT’s bylaws. One of the
principal fiduciary responsibilities of all board members is to obey
the provisions of the organization’s governing documents. Rather than
“disrupt and possibly defame” or “publicly attack the integrity and
honor” of AMSAT Officers and Directors, Ms. Thompson and Mr. Stoddard
have merely been trying to review whether the AMSAT board has met this
important fiduciary obligation.

You noted, “[t]he only powers that Directors have is when the Board is
in session and Board members make their vote” – and yet, we are not
aware of any Board meeting in which this Letter was discussed. The fact
that five of the current Directors have decided to sign this letter
without conferring as a Board is good evidence that Directors may
choose to exercise his or her individual oversight role in the absence
of a Board meeting.

In conclusion, my clients are doing their best to improve financial
transparency and good governance in AMSAT. We agree that “a poisonous
atmosphere makes it impossible for good ideas to be heard” and my
clients both wish to create instead an “atmosphere of collaboration and
common purpose.” They ran on a reform platform and were duly elected by
the members to carry out that mandate.

With this letter, Ms. Thompson and Mr. Stoddard formally request that
the Letter be retracted and removed from AMSAT’s public website.
Alternatively, the Letter should, in consultation with my clients, be
corrected to accurately reflect the reality of their interactions with
AMSAT and its Board. Given that the unfounded accusations against my
clients harm their reputation and question their integrity, we request
action be taken no later than ten (10) days after the receipt of this
demand.

We look forward to your prompt attention to this matter.

Sincerely,
Carolyn A. Klamp, Counsel


cc: Dr. Tom Clark
   Keith Baker,
   Jerry Buxton,
   Dr. Mark Hammond,
   Paul Stoetzer,
   Martha Saragovitz,
   Robert Bankston,
   Drew Glasbrenner,
   Bruce Paige
   Michelle Thompson
   Patrick Stoddard
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