I am leaving my candidate's statement and other information up on another page. This page will be used to post news and comments since I was elected to the AMSAT Board of Directors in September 2019. Newer updates will appear at the top of this page.
Let me be clear on this... AMSAT, and its president Joe Spier, continue to prevent Michelle and me from seeing some corporate records. We requested access to some of these records in the days after the results of the Board election were announced, and it is approaching 2 months since those initial requests were made. Joe Spier had a lawyer try to justify to me the reasons why I cannot see some of the records. This is bad for corporate governance, and appears to be a violation of the law in the District of Columbia related to the access to corporate records by directors of the corporation. Michelle's blog posts, including the two most-recent posts, are an accurate summary of the series of events since late September.
Is there more to those archives, more than just the possibility that some Board members (and senior officers) were having discussions about Michelle and me, before the end of the election period in September? I can't say, because Michelle and I are being denied access to those archives. There may be embarrassing information in those archives. That isn't my problem. It is (past) time for AMSAT to provide us those archives, and stop hiding them from duly elected directors.
29 October 2019: If you haven't seen the latest report by Michelle W5NYV, please take a look at it. It is a good report with more details on what has transpired in the last couple of weeks, and some upcoming stuff.
It is interesting to see some claims that Michelle and I have made false statements or claims in our online reports. So far, I have yet to see a specific claim of anything I have posted as being false - not since the election, or what I previously wrote in the leadup and during the Board election during the summer. Just these general claims, not backed up by evidence. This was one reason I posted what I did before and during the Board election, to avoid any sort of "he said, he said" arguments.
As Michelle mentioned, she and I will begin meeting with lawyers next week to get past the roadblocks from AMSAT leadership to accessing corporate records and communications. There was a concern expressed by Joe Spier on the phone last week about more legal actions should we gain access to those records... but what about legal actions resulting from duly elected directors being denied access to those records? Joe had a lawyer on the phone for that one-hour call, and lawyers don't normally work pro bono.
AMSAT is incorporated in the District of Columbia, and the Nonprofit Corporation Act of 2010 is the District of Columbia law that governs non-profit corporations like AMSAT. The specific section regarding access to corporate records by corporate directors is found in section 29-413.05, "Inspection of records by directors". Subsection A explains this:
"A director of a nonprofit corporation shall be entitled to inspect and copy the books, records, and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director's duties as a director, including duties as a member of a committee, but not for any other purpose or in any manner that would violate any duty to the corporation or law other than this chapter."
Subsections B and C cover how a director can apply to the District of Columbia Superior Court for an order compelling a corporation to provide access to the corporate records.
Note the use of the word "shall" in the first part of Subsection A cited above. This is not optional. With limited information in the minutes of AMSAT Board meetings in recent times, the discussions conducted by Board members (directors) on AMSAT's private e-mail list for its Board would be a way new Board members could get up to speed on different matters not discussed in Board meetings. Yet Joe Spier had a lawyer on the phone call with me last week, trying to claim I was under some conflict of interest, which would prevent me from accessing those archives. Joe also said that a new conflict-of-interest policy is in the works - more work for the lawyer.
I encourage AMSAT members to contact all Board members, along with the AMSAT president, to express their concerns about these governance issues. It will take more than a couple of Board members to show that these issues are also shared among the AMSAT membership. Especially if members share my concerns - and Michelle's - about the increasing legal expenses being incurred by the organization. We want to work with all of AMSAT, but the stonewalling from certain members of the senior leadership needs to stop - NOW!
24 October 2019: It has been a couple of weeks since my last update, and in that time AMSAT held its annual Symposium. The Board of Directors met in Arlington VA, on the Wednesday and Thursday (16 and 17 October 2019) before the Symposium. The two-day meeting was better than in the past, when the Board would meet on the Thursday (full day) and Friday morning before the Symposium started on the Friday afternoon of those weekends.
Other than electing a new secretary (Brennan Price N4QX, who also serves as an alternate on the AMSAT Board), the other senior officers were retained for another year. There were alternative candidates on offer for AMSAT President and Vice President of Engineering, but neither drew a majority from the Board. After the election of officers for the next year, the Board got down to business. A budget was approved, even with a projected shortfall of over a quarter million dollars in 2020. With the new Vice President of Development (Frank Karnauskas N1UW), we hope additional funding will help reduce that deficit. The Symposium was a great event, and it was great to hear from two of the AO-5 builders who traveled from Australia, along with others involved in the early days of amateur satellites and AMSAT. And, of course, great to see people that I only seem to see at events like Symposiums and Hamventions.
Michelle Thompson and I are still experiencing difficulties in gaining access to AMSAT corporate communications and records, more than a month after the election results were announced. Originally, we were told that this would be resolved by signing an acknowledgement form for AMSAT's non-disclosure agreements. That form was signed last week, at the Board meeting in Virginia. Now there are other issues being raised, delaying this process even further. This is wrong! This needs to be resolved, and very soon.
With my Ambassador hat on... I will be at the CopaFest 2019 hamfest in Maricopa AZ, south of the Phoenix area, on Saturday (26 October) morning. This is the first of 3 consecutive Saturdays with hamfests around Arizona, after the two consecutive Saturdays with Arizona hamfests in late September and early October. I am looking forward to this string of hamfests, and then the Superstition Superfest hamfest in Mesa AZ on 7 December.
8 October 2019: Not as much happening this week, with the AMSAT Board meeting coming up next week. I just spoke with the new Vice President of Development, Frank Karnauskas N1UW, on the phone to learn more about his plans. I am looking forward to hearing from him during the Board meeting at the Symposium.
After multiple requests, we received copies of non-disclosure agreements that AMSAT has signed. Board members and alternates were advised that we would have to sign onto these agreements at the meeting in Virginia, and Michelle and I asked to see these agreements before the meeting. Since AMSAT had already entered into these agreements on behalf of the organization, we should have received copies of the agreements before having to ask multiple times for them.
The existence of these non-disclosure agreements should not be a secret. There should be references to them in the minutes of a past Board meeting. The more recent of the two NDAs, which was part of a larger agreement signed by AMSAT in June 2018, does not appear anywhere in the minutes of AMSAT Board of Directors meetings around that time, when I reviewed the AMSAT Board meeting minutes that are available on the AMSAT web site. Maybe this was an oversight? I hope to find out more at the meeting next week...
There are times AMSAT will cite a non-disclosure agreement as a reason to not provide information publicly - for example, the inability to confirm a satellite's launch date, even with the existence of independent reports citing a launch date. The information sent between AMSAT and the company or organization covered by the agreement... that is what is supposed to be protected by both parties. Normally NDAs are cited when information or technology goes from one party of an NDA to the other, when the information or technology needs confidentiality, as not all communications may require the protection of an NDA.
With my Ambassador "hat" on now, I was at the Tonto Amateur Radio Association swap meet in Payson AZ last Saturday (5 October) morning. Payson is northeast of the Phoenix area, and the swap meet was in a large city park. I had an AMSAT table at the swap meet, and did demonstrations on a few different satellites in FM and SSB during the morning. Most hamfests around Arizona are small, half-day events, and this swap meet was no exception. I saw some people who visit any Arizona hamfest, along with those from that area who don't normally venture to hamfests in other parts of Arizona As with most hamfests, the demonstrations I gave attracted crowds, and those crowds grew as the morning went by.
I should be able to have an AMSAT booth/table at hamfests around Arizona on the 3 Saturday mornings after the AMSAT Symposium in Virginia:
1 October 2019: In addition to serving on the AMSAT Board of Directors, I continue to serve AMSAT as an Ambassador. Including the many years this appointment was called "Area Coordinator", I have served AMSAT in this capacity since 2006. I have represented AMSAT at over 150 different events in this time - mostly hamfests, but also conventions, presentations/talks, and public demonstrations of amateur satellite operating. Not all of these events have been for groups or events focused on amateur radio, so more of the general public has a chance to see this facet of amateur radio.
I was at the fall hamfest hosted by the Radio Society of Tucson (Arizona) last Saturday, 28 September. This club has hosted a hamfest in the springtime - late March or early April - for many years, and they decided to add a fall hamfest to their calendar. Like most hamfests in Arizona, this one was a half-day event. I was already planning to represent AMSAT at this event, before being elected to the Board of Directors. The turnout for Saturday's hamfest was comparable to the hamfest down there in late March.
I did demonstrations on a few different satellites during the morning - AO-92, CAS-4A, CAS-4B, SO-50, XW-2A, and XW-2F. There were good crowds for the demonstrations, and the numbers increased with each pass as the morning progressed. It was nice to hear a couple of other AMSAT Ambassadors on the air from a hamfest in Fargo, North Dakota - Mitch AD0HJ, and Paul KE0PBR - during the morning. I also heard the special-event station WW0WWV on a couple of passes, operating near the site of the WWV station in Fort Collins, Colorado, commemorating the 100th anniversary of WWV.
There is a small hamfest located in Payson, about 90 minutes northeast of the Phoenix area, next Saturday (5 October). This hamfest is hosted by the Tonto Amateur Radio Association. I have never been to a hamfest in that area in the past. I will have an AMSAT table at that event, and plan to be on the air doing demonstrations from there. For those who like to work different grid locators, Payson is in grid DM44.
30 September 2019: It has been a week and a half since the results for the AMSAT Board election were announced. I, and the others who were just elected to the Board (Michelle Thompson W5NYV as a voting member, plus two alternates - Howie DeFelice AB2S, and Brennan Price N4QX) were given warm greetings by Frank Bauer KA3HDO (AMSAT's Vice President of Human Spaceflight, and also ARISS - International chairman) and Frank Karnauskas N1UW (AMSAT's newly-appointed Vice President of Development). Keith Baker KB1SF/VA3KSF, AMSAT's outgoing Treasurer - with help from Martha in the AMSAT office - provided all of us financial information to review in advance of the upcoming face-to-face meeting in Virginia. All of this was most appreciated. However, others in the AMSAT senior leadership acted differently...
I received e-mails from two other members of the AMSAT senior leadership - Clayton Coleman W5PFG (outgoing director, and outgoing corporate Secretary), and Robert Bankston KE4AL (Vice President of User Services) - proclaiming their unwillingness to work with me. And one of the e-mails received from Jerry Buxton N0JY (reelected to the Board of Directors, as well as Vice President of Engineering) had an interesting vulgarity directed at me. Unfortunately, AMSAT President Joe Spier K6WAO has not shown leadership in the transition to the newly-elected Board and its preparations for the upcoming meeting in Virginia, and this is disappointing.
Michelle wrote a blog page with more details of the events of the past week or so. Rather than duplicating her page, here is a link to what she wrote:
Michelle and I are still trying to get information in advance of the meeting, so we can fulfill our responsibilities to the AMSAT membership. AMSAT President Joe Spier K6WAO, along with his senior leadership team, need to do better in helping the newly-elected Board members and alternates get up to speed. Otherwise, the upcoming face-to-face meeting could be bogged down with lots of questions - many of which could be answered by providing the information we have requested, in advance of the meeting.
I am more than willing to work with the rest of the AMSAT Board and leadership. Cooperation is a two-way street. It is time to get to work, for the benefit of AMSAT and its membership! The election results show an interest by those who voted in shaking up the Board. Otherwise, if the membership was satisfied with the status quo, the 3 incumbents seeking reelection should have had the 3 highest vote counts.
Please let all of us know what you want from AMSAT. Board members and senior officers are listed on the AMSAT web site at: