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.
Yesterday, in response to a question from a Twitter user, AMSAT president Robert Bankston tweeted 3 replies:
The first reply claimed that all corporate records, past and present, were available to directors like Michelle Thompson W5NYV and me. This is a lie, and Robert is a big part of why this statement is a lie. Almost a year and a half ago, I asked for copies of all documents related to AMSAT's use of a lawyer from the Boston firm of Hurwit & Associates. Nothing was ever provided, not even when the firm said it would send AMSAT its documents in late March 2020.
I asked Robert, when he was AMSAT treasurer last year, to provide me copies of all cancelled checks used to pay Hurwit & Associates. I wanted to see which officers were involved in spending these funds without the approval of the Board. In a phone call on 5 April 2020, former AMSAT president Clayton Coleman W5PFG said that checks at that time were signed by executive vice president Paul Stoetzer N8HM (he is now also a director) and former office manager Martha Saragovitz. In response to this question to see copies of the cancelled checks, I received an e-mail from Paul that read very much like the letter Clayton sent to members in the summer of 2020. Needless to say, I never received the documents I requested - documents that I, as a director of AMSAT at that time, was entitled to see.
I made another request for these documents in June 2021, asking the current treasurer (Steve Belter N9IP) and secretary (Jeff Davis KE9V). Within 3 minutes, both officers claimed they had none of the documents I requested. So AMSAT spends many thousands of dollars on legal advice, spends it without the approval of the Board of Directors, and can't document what the money was spent on?
As for receiving "operational updates", there was a time when Robert Bankston sent updates to the Board. After a while, those updates stopped. Board meetings were held, but were called sparingly after March 2020. In my opinion, Robert was afraid to have regular Board meetings, given that Michelle and I had ideas on how the organization needed to change, and how I wanted to see corporate records that officers like Robert prevented officers from seeing.
Robert's third reply, short as it was, is accurate. Michelle Thompson chose not to run for another term on the AMSAT board. I also chose not to seek reelection. It is interesting that, in response to a question about Michelle, Robert chose to use the "they" pronoun. Maybe Robert was answering that question in relation to both Michelle and me, although the original question was related to just Michelle.
AMSAT is in trouble, no matter how Robert Bankston and the senior leadership spins things in the upcoming Board meeting and Symposium. AMSAT is apparently incapable of building CubeSats with batteries that can reach the 5-year lifespan originally forecast for Fox-1 satellites. AMSAT-UK, on the other hand, has FUNcube-1 (AO-73), which is still operational 8 years after its launch. AO-73 is also a "1U" (10cm x 10cm x 10cm, or 4" x 4" x 4") CubeSat like the Fox-1 satellites built by AMSAT (AMSAT-NA). Now AMSAT has proposed buying an FM satellite and its launch, so AMSAT can focus on the GOLF project - whenever a satellite materializes from it. AMSAT said it needs to raise almost US$300,000 for the new FM satellite project...
29 September 2021: Almost forgot to make an observation on the announcement of the AMSAT Board election results a couple of weeks ago. Unlike in 2019, the announcement was sent out by the AMSAT member portal at 12.01am Eastern time (0401 UTC) on 16 September. The announcement was posted later to the AMSAT-BB list by AMSAT president Robert Bankston KE4AL, without any mention of the number of ballots cast. It would be interesting to see how many actually went through the process to cast a ballot this year, using the AMSAT member portal. I cast a ballot, without selecting any of the 4 candidates. And at 12.08am Eastern time (0408 UTC), seven minutes after receiving the announcement of the election results, I received an automated message informing me that I had been removed from AMSAT's mailing list for the Board of Directors. After taking several days to get on that list in September 2019, and many months (along with a few thousand dollars in legal expenses to deal with the illegal activities of former president Joe Spier) to gain access to that list's archives, AMSAT was most efficient in removing me from that list.
Another observation about the announcements from the AMSAT member portal and Robert Bankston... no mention of the other director leaving the Board, Drew Glasbrenner KO4MA. I suppose that any mention of Drew as an outgoing director would require a mention of the other two outgoing directors (Michelle Thompson W5NYV, and me), and the current AMSAT "central committee" will try to avoid acknowledging Michelle and me at all costs. I don't care if I'm mentioned or not in those announcements, but usually an organization will at least give a nod to anyone leaving the Board after completing their term. I feel this shows - once again - the small-minded "leadership" of Robert Bankston and his "leadership" team.
28 September 2021: Just before the end of my term on the AMSAT Board of Directors, I received a draft of the July/August 2021 AMSAT Journal - something that directors and senior officers normally see, before the Journal is distributed to members. The draft had 30 pages, yet the final version distributed to members had only 28 pages. Why? An article by now-former director Michelle Thompson W5NYV was removed at the request (demand?) of AMSAT president Robert Bankston KE4AL. When the editor of the Journal was asked when Michelle's article would appear in the publication, the answer was simple: never. (Note there are some typos and formatting errors that would have been corrected, had this article been included in the final version that AMSAT members would have received)
Michelle's article was discussing the work by Open Research Institute to have open-source work on amateur radio satellites excluded from the US export regulations - the International Traffic in Arms Regulations, as well as the Export Administration Regulations. Considering how AMSAT was caught up in ITAR violations over a decade ago, I would have thought AMSAT would embrace this. Unfortunately, with the bumbling leadership of AMSAT in the past 4 years, AMSAT is missing out on a wonderful opportunity to include non-US citizens and nationals in designing future satellites.
If AMSAT is not going to take advantages of the carve-outs in US laws and regulations for open-source work, AMSAT needs to have policies regarding compliance with those export regulations. Even after spending more than $16,000 on consulting to draft these policies (which includes $6,000 in spending that the AMSAT Board never authorized), AMSAT has no policies regarding compliance with US export laws - even after the previous unfortunate encounter with the US government when AMSAT had to admit to violations.
Unlike AMSAT, ARRL thought that a summary of Michelle's article was worthy of being posted on the ARRL web site on 23 September, and included in the ARRL Letter of 23 September 2021.
15 September 2021: My two-year term on the AMSAT Board of Directors ends today. I am still appreciative of the membership for electing me to a seat on the Board. As these web pages show, I did not expect to find the mismanagement of AMSAT that I saw in my time on the Board, nor did I ever expect that AMSAT leadership would take steps that put the organization in violation of its bylaws, and in violation of corporate law. Some of these violations continue to this day.
AMSAT, as an organization, is a shadow of what it once was. With three presidents who have failed to uphold AMSAT's own bylaws (Joe Spier K6WAO from late 2017 to his resignation in early 2020, Clayton Coleman W5PFG during several months of 2020, and Robert Bankston KE4AL since October 2020), and engaged in actions that put the organization in violation of corporate laws governing AMSAT, that should be evident. There should be no reason why directors elected by the membership of the organization have to spend many thousands of dollars in order to begin their volunteer work as the membership decided in 2019. AMSAT leadership wanted to ignore the will of the membership in the 2019 Board election, and then took steps in an illegal effort to sideline the newly-elected directors. Joe Spier's resignation at the end of January 2020 was a direct result of being confronted with a legal demand that he stop those illegal actions, full stop.
If AMSAT wants to begin to regain its good name, the first step that the leadership needs to do is renounce the letter sent by former president Clayton Coleman to the membership last year. That letter is full of slander, and its statements that the Board gave consent to the legal expenses that were never documented in minutes of Board meetings... that letter is a dark cloud that continues to hang over AMSAT.
If there is no documentation showing what many thousands of AMSAT members' dollars were spent on, those involved with the spending must reimburse the AMSAT treasury for those monies - plus interest. Otherwise, anyone who signed onto that letter from Clayton Coleman last year must resign, for the good of the organization. New directors and officers also must come out and renounce that letter, or step aside so new leaders not tainted by that letter can take over the organization. Allowing that letter to stand is completely counter to the core values AMSAT's board approved earlier this year, as part of its new strategic plan.
27 July 2020: Earlier today, the lawyer retained by Michelle Thompson W5NYV sent a letter addressing statements made by AMSAT President Clayton Coleman W5PFG to Clayton and everyone who had co-signed Clayton's letter of 10 July 2020. Our letter demands AMSAT take actions to address falsehoods in Clayton's letter.
21 July 2020: In addition to my last update, an important point needs to be reiterated about this false notion that the spending of over $18,000 for legal advice from Hurwit & Associates, along with the spending of over $6,000 in legal advice from FD Associates in excess of the $10,000 authorized by the Board of Directors in November 2018...
The AMSAT Board of Directors never authorized this spending.
This statement is true, and not disputed in the text of the letter from AMSAT President Clayton Coleman W5PFG on 10 July 2020.
In 2018 and up to September 2019, it is possible that all 7 directors on the AMSAT Board knew of the unauthorized spending. Four of the 7 directors at that time also served as senior officers. Five of those 7 directors continue serving on the AMSAT Board today, and two of them also serve as senior officers. All of them co-signed the letter from Clayton about these expenses. But the minutes of past AMSAT Board meetings are silent on the use of one law firm (Hurwit & Associates), as well as for the expenses that exceeded a Board motion in late 2018 (FD Associates). So the Board, in my opinion, never had the "full knowledge" as referenced in the 10 July 2020 letter from Clayton. There is only this letter that claims the Board provided its "consent" to those expenses - not minutes of past Board meetings. In my opinion, that letter was simply an attempt to justify a pattern of behavior that included violations of AMSAT bylaws, as well as violations of District of Columbia corporate law.
For all the complaining by some that Michelle Thompson W5NYV and I did not make an effort to work with the incumbents on the AMSAT Board last September... this is comical, at best. After the election results were announced last September, nobody in AMSAT leadership reached out to us to bring us into the fold. It took three days of e-mails from Michelle and me to get the process started, and that was when we saw the first example of being illegally denied access to AMSAT corporate records. When we began asking questions of the other directors and senior officers, we were mostly met with silence, if not outright opposition to what we were doing. I received some information on specific expenses, which is documented on this web page, but no other documentation for those expenses over the past 2+ years.
Some have tried to put all responsibility for the current dysfunction in this organization on the shoulders of Michelle and me. This is false. Michelle and I had no idea that AMSAT was about to proceed with spending over $10,000 on legal expenses, after we joined the Board. Clayton Coleman's letter does not deny the expenses, but offers weak excuses as to why senior officers did not seek the approval of the Board of Directors for these expenses.
It is also disappointing that the two incumbent directors seeking reelection this summer, Bruce Paige KK5DO and Mark Hammond N8MH, have squandered their current two-year terms in this way. By co-signing Clayton Coleman's letter, I feel they are showing their support for the unauthorized legal expenses. Neither of them have joined the calls Michelle and I have made for additional Board meetings. Why? Are they afraid of on-the-record Board meetings? The former director seeking election to the AMSAT Board this summer, Paul Stoetzer N8HM, was on the Board in 2018 and through most of 2019 - when these unauthorized legal expenses started. And these three are seeking to gain new two-year terms on the Board.
In my opinion, these three do not deserve the consideration of the AMSAT membership to be directors for the next two years. Instead of working to improve AMSAT's financial situation, to the point that serious consideration could be given to new projects for satellites in high orbits, it appears to me that it was more important for them to support the unauthorized use of AMSAT funds for legal advice related to two members critical of the AMSAT leadership. Instead of working with Michelle and me when the AMSAT membership elected us to the Board last year, it appears to me they at least sat quietly by while AMSAT rang up an additional $10,000 in legal advice to support an illegal effort to deny Michelle and me access to AMSAT corporate records. Neither Bruce Paige nor Mark Hammond joined our calls to provide us access to those records. Paul Stoetzer only spoke up when I asked in May 2020 for copies of the cancelled checks used to pay these expenses, at which time he gave full support to actions that violated AMSAT bylaws and District of Columbia corporate law. And now they are campaigning with the prospect of a high-orbit satellite for AMSAT. A distraction, after two years of doing little for the good of AMSAT and its members.
The current election can go a long way to putting AMSAT back on a proper track. With Howie DeFelice AB2S, Jeff Johns WE4B, and Bob McGwier N4HY on the Board with Michelle and me, we can accomplish this goal.
13 July 2020: Where to begin...
AMSAT President Clayton Coleman W5PFG has recently posted two statements in response to what Michelle Thompson W5NYV and I have been writing about. Clayton's first statement was brief, and carried in a special AMSAT News Service bulletin on 4 July. This was followed by a longer statement e-mailed to members and posted on the AMSAT web site on 10 July. The longer statement was co-signed by several current and former members of AMSAT senior leadership. These statements do not address the key point in my statements, that these legal expenses were not made with prior authorization of the Board, as spelled out in the AMSAT bylaws. Simply claiming that everyone on the Board (except for Michelle and me, since September 2019) knew about this does not make this right. There are lots of what I consider false claims in the 10 July statement, some of which I addressed during my campaign in 2019 for my seat on the AMSAT Board.
In response to Clayton's statements, and other comments swirling around the Internet, I posted a statement on the AMSAT-BB mailing list to rebut a false statement made by the AMSAT Treasurer, and detailing some of these unauthorized expenses - similar to the PDF document I posted earlier this month.
Some commenters say the Board should get together and work this out. I fully agree. Michelle and I have called on other directors, or Clayton as AMSAT President, to convene a Board meeting. There are many reasons why the Board should meet now, rather than waiting until after the upcoming AMSAT Board election. Why are all of them afraid to convene a Board meeting? If you want an answer to that question, I suggest you contact your AMSAT directors and let them know your opinion.
I saw that Jerry Buxton N0JY, AMSAT Vice President of Engineering, posted a report on the status of HO-107 (HuskySat-1) over the weekend. I hope Jerry and AMSAT are able to work with the University of Washington to determine if the root cause of the transponder's failure was on the AMSAT transponder, or if a failure somewhere else on the satellite led to the transponder's failure.
I will continue fulfilling my fiduciary obligations as an AMSAT director, to both the organization and its membership. I have just over a year remaining on my current term. Michelle and I will continue working for the AMSAT membership, based on what we ran on in last year's election. We hope for change on the Board in the upcoming election, which may be the quickest way to start AMSAT down a new path.
2 July 2020: A lot more has changed in the world since my last update... Another few weeks have passed, and more to write about. Michelle Thompson W5NYV has also posted an update on her blog, which I encourage everyone to read.
After what appeared to be progress in improving AMSAT with Clayton Coleman W5PFG replacing Joe Spier K6WAO as AMSAT President, it appears that things may be taking a step (or more) back. I am now experiencing delays in receiving requested corporate records. This is how the problems started with Joe Spier as President, leading to the need by Michelle Thompson and me to send AMSAT a formal demand letter for access to corporate records. Clayton has been quick to cite the current COVID-19 situation and stress there is only a delay due to the closure of the AMSAT office, yet AMSAT is continuing to operate despite that. When asking for information from other officers, my questions are now being greeted with silence. This is not how an organization like AMSAT should operate. Directors have an oversight responsibility, to fulfill obligations to both the organization and its membership.
It appears we now have the total cost AMSAT incurred in legal expenses related to its efforts to deny Michelle and me access to corporate records in our capacities as duly elected directors. Based on lots of questions after reviewing financial reports, AMSAT paid the Hurwit & Associates law firm a total of $10,321.00 between late 2019 and April 2020. This is equivalent to 234 AMSAT memberships, at $44/year. Based on the past AMSAT Board meeting minutes, and the Board meetings I have attended as a director, none of this spending was authorized by the Board. This law firm doesn't appear in the minutes, not even as a reference to matters discussed in executive session. As far as I can see, the payments to Hurwit & Associates totaling $10,321.00 would all constitute unauthorized expenses paid by AMSAT.
When Michelle and I joined the Board in September 2019, nobody briefed us on the use of this law firm, even though the AMSAT bylaws have a requirement for "retiring" directors needing to transfer records and responsibilities to incoming directors. Of course, it would look really bad if those "retiring" directors - Clayton Coleman and Paul Stoetzer N8HM - had informed us of AMSAT's use of this law firm in matters related to the two of us. Even with that, the bylaws requirement is there, and those two failed to meet their obligations.
This effort in late 2019 and into 2020 to deny Michelle and me access to AMSAT records was not the first time AMSAT engaged Hurwit & Associates. There were three other occasions in 2018 and 2019 where AMSAT engaged this law firm, as I outline in this PDF document.
In the end, AMSAT spent $18,503.50 on its four engagements with Hurwit & Associates since 2018, more than the $17,700.00 from the Paycheck Protection Program loan AMSAT received in April. That is equal to 420 AMSAT memberships at $44/year! AMSAT would have had even less of a need for that loan, if AMSAT didn't spend that $18,503.50 on unauthorized legal expenses. AMSAT should be using its resources on building and launching satellites, in my opinion. Definitely not for what I see as efforts to pursue vendettas on behalf of certain officers and/or directors. These unauthorized expenses are certainly not examples of "financial transparency", as mentioned in the AMSAT Treasurer's report from mid-March.
Since it is now July, AMSAT is about to hold elections for 3 seats on the Board of Directors for the 2020-2022 terms. There are six candidates running for those 3 seats, plus two alternate positions. Three challengers, two incumbents, and a former director are seeking those 3 seats. Given how the two incumbents sat back and did not join Michelle and me in exposing the unauthorized legal expenses AMSAT officers paid over the past couple of years, I cannot endorse their candidacies. They needed to speak up and join us in working to improve AMSAT. They needed to ensure officers conducted themselves in the best interests of AMSAT and its members, and comply with AMSAT bylaws and laws. The former director tried to justify all of these expenses in a May 2020 e-mail to the Board, and may have been one of the two officers who signed the checks to pay these expenses. These 3 should not be on the Board this fall.
If you are an AMSAT member, and when you receive your ballot later this month, please vote for the 3 challengers:
Michelle and I need your help to improve AMSAT. We have not been able to call for Board meetings, as the AMSAT bylaws require 3 directors to make a call for meetings. The AMSAT President may call for meetings, but - up to now - Clayton has not agreed to our requests for meetings. There has been only one Board meeting since the meeting at last year's Symposium complete with reports from senior officers. Even with issues like addressing the lack of controls over AMSAT finances that led to the unauthorized expenses, and the formation of ARISS-USA announced last month, there is a need for the AMSAT Board to convene a meeting. Clayton had mentioned convening a meeting to discuss the formation of ARISS-USA and how AMSAT and ARISS-USA will proceed with this new relationship, but he has remained silent after initially saying he would call for a Board meeting. It is possible that Clayton and the other directors will wait until this fall, when a Board meeting must be convened to elect officers for the next year. This would be yet another backwards step by AMSAT leadership.
On another topic, it has been over a month since anyone has heard the AMSAT transponder on HO-107 (HuskySat-1). What happened? Did the transponder fail? Was there a failure somewhere else on that satellite? If the satellite and AMSAT transponder aren't recoverable, will AMSAT members ever see a failure analysis? It is important to make an effort to investigate this situation, the first use of AMSAT's Linear Transponder Module (LTM), and report to the AMSAT Board and membership.
9 May 2020: A lot has changed in the world since my last update, a lot...
AMSAT's Board of Directors had a working session via teleconference on 3 March 2020. Two weeks later, on 17 March, there was an actual Board of Directors meeting. This was the first meeting not convened for a specific purpose since the Symposium last October. The meeting went for 3.5 hours! Reports were given by the senior officers, including a report on AMSAT's finances presented by Treasurer Robert Bankston KE4AL. This report was published on the AMSAT web site after the Board meeting. It also appeared in an AMSAT News Service bulletin, and in the pages of the March/April 2020 AMSAT Journal. This report painted a rather optimistic view of AMSAT's financial situation, despite the cancellation of the 2020 Dayton Hamvention a couple of days before this meeting (among other events). Of course, many more events have been cancelled since mid-March, which has also affected AMSAT.
Two weeks later, on 31 March, there was another Board meeting. This meeting was called so the Board could consider a motion to seek relief under any government program related to the COVID-19 (coronavirus) situation. One program in particular was the U.S. government's Paycheck Protection Program. Robert Bankston, after his report two weeks earlier, came back to the Board of Directors to say, "Without cash flows, we (AMSAT) can't afford to pay our bills."
Wait a sec - AMSAT can't afford to pay its bills, despite the cash on hand and investments that were referenced in the report two weeks earlier?
In the end, the AMSAT Board narrowly approved the motion authorizing AMSAT senior officers to seek relief through any program offered by a governmental entity - local, state, or federal. AMSAT applied for a Paycheck Protection Program loan, and was approved for a loan in late April.
Given the conflicting assessments of AMSAT's financial situation from Robert in those March meetings, and not seeing updated AMSAT financial reports since the reports for February 2020, I have asked for the March financial reports. As of now, I have not received an ETA for receiving those reports. As we are approaching the middle of May, AMSAT directors and senior officers should also be receiving the April financial reports. I think another Board meeting needs to be convened, so that directors can get an update on the current financial situation of this organization, as well as an assessment for the near future.
Over many years, AMSAT's past presidents have painted a gloomy picture of AMSAT's financial situation. These presentations, given during AMSAT Forums at the Dayton Hamvention or during AMSAT Symposiums, have been seen and heard by the membership over the past several years. Screenshots from these presentations, going as far back as the 2013 Dayton Hamvention, can be seen in this PDF document, complete with screenshots from those presentations, along with addressing more recent events.
At this point, other than delays in getting reports due to the AMSAT office being closed under stay-at-home orders in the state of Maryland, I do not feel AMSAT has put any new roadblocks in my way in terms of access to AMSAT corporate records. AMSAT President Clayton Coleman W5PFG publicly assured us that directors would have access to records, something that is guaranteed under District of Columbia law (AMSAT is incorporated in the District of Columbia, even though its office is in neighboring Maryland). Michelle and I are still working for transparency in AMSAT governance, and will continue to post reports.
24 February 2020: Lots of activity in the past couple of weeks, and that may be an understatement...
First of all, Michelle Thompson W5NYV wrote a great report on what has been happening in the past couple of months, and in some cases going back to when we joined the AMSAT Board of Directors last September. Rather than repost it here, I strongly suggest that you read that report on Michelle's blog:
http://w5nyv.blogspot.com/2020/02/report-to-members-7-amsat-na-board-of.html
Once you read that report, please read it again. There are serious issues discussed in that report.
I was not sad at the news of the resignation of Joe Spier K6WAO as AMSAT President. I had called for Joe's resignation last summer, after he sanctioned me for publicly criticizing AMSAT's social media policy early in 2019. Contrary to what Joe said in letters I received from him on AMSAT letterhead in April and May 2019, I did not engage in a personal attack on an AMSAT senior officer. Joe's letter, coupled with my appeal being upheld by AMSAT Vice President of User Services Robert Bankston KE4AL, appeared to me to be acts of retaliation by the organization. If this is an example of how AMSAT plans to deal with what Robert Bankston called the greatest threat to AMSAT in the November/December 2019 issue of the AMSAT Journal - negative publicity - AMSAT is doomed.
I will restate what I said in my statement posted for last year's campaign to win a seat on the AMSAT Board of Directors:
"If AMSAT's senior leadership is going to target those who hold differing opinions, this is not leadership!"
Another failure during Joe Spier's tenure as AMSAT President was the lack of movement to seriously address AMSAT's financial situation. As Michelle's report mentioned in the link above, warnings have been sounded by AMSAT treasurers throughout the past decade, yet the situation remains. The AMSAT Board of Directors supported the Kidzsat initiative that was outlined by AMSAT Vice President of Development, Frank Karnauskas N1UW, during the Board meeting at the 2019 AMSAT Symposium last fall. Unfortunately, that only addresses one side of the ledger - income. The other side of the ledger - expenses - also needs to be addressed, if AMSAT is going to stabilize its finances and survive beyond the next few years. Efforts to start distributing the AMSAT Journal electronically, along with an overhaul of the AMSAT web site, are keys in all of this. As other amateur radio organizations distribute their publications in PDF files made available to members, this is something AMSAT needs to do with the AMSAT Journal. I would not favor using the method ARRL employs to distribute a digital version of some of their key publications, where those publications are viewed either in web browsers or apps on mobile phones and tablets.
The perception of secrecy surrounding AMSAT in the past couple of years, along with inability of AMSAT directors to see corporate records in the performance of their duties, have only compounded the problems AMSAT faces today. Joe Spier had a lawyer present on a phone call with me last October, where he and the lawyer were attempting to justify why Michelle and I should not have access to certain AMSAT corporate records, despite Michelle and I being duly elected directors of AMSAT. The new AMSAT President, Clayton Coleman W5PFG, has the opportunity to turn AMSAT away from how Joe Spier led the organization during his tenure.
Michelle and I did not consent to a one-month delay requested by AMSAT to answer our formal demand for access to records, since the rest of the AMSAT leadership was aware of issues laid out in that letter. Clayton may have only assumed his new position a few days after that letter was sent to AMSAT, but this was not a valid reason for us to draw this process out further. So far, Clayton has been working with Michelle and me in providing access to information we have requested. The first item we requested last September, access to the archives of a private mailing list used by AMSAT directors, has been provided to the directors. I still encounter some resistance in receiving other information I have requested in my capacity of AMSAT director. I hope Clayton does his part to ensure this resistance is wiped away. We - AMSAT directors and senior officers - all have obligations to the organization and its membership under the AMSAT bylaws, and District of Columbia law.
A couple of weeks ago, Clayton wrote an update for the AMSAT News Service after becoming AMSAT President. As Michelle mentioned, some of his message may have been premature. At the time of that message, AMSAT was not ensuring its directors had access to AMSAT resources to meet their obligations to the organization and membership. AMSAT was not in compliance with the District of Columbia act he cited, as Joe Spier had been refusing to provide access to AMSAT records requested by directors in the past few months. Directors see a lot more than what is publicly available to AMSAT members and the general public. The demand letter Michelle and I presented to AMSAT made that clear. And I have seen instances where AMSAT leadership has not been complying with AMSAT bylaws, regarding financial expenditures. I hope the recent progress we have seen in gaining access to corporate records will continue, and that AMSAT doesn't go back to the recent past under Joe Spier.
Michelle and I - along with other AMSAT directors and senior officers - had to sign acknowledgements to a series of non-disclosure agreements that cover AMSAT during the Board meeting at the 2019 AMSAT Symposium. Directors and senior officers regularly receive reports on the status of AMSAT's finances, above and beyond the annual financial audits/reviews and IRS tax returns published on the AMSAT web site. There are other matters that the Board of Directors discusses in closed sessions. Why am I listing these items? These are examples where AMSAT directors need to consider information that is not available publicly. Directors have this additional information to fulfill their obligations to the organization and its membership - obligations spelled out in AMSAT bylaws, and District of Columbia law (AMSAT is incorporated in Washington DC).
The Board of Directors will have a working session via teleconference on 3 March 2020. Other than the meeting on 4 February that elected Clayton Coleman as the new AMSAT president and approved the most recent outside financial review, this will be the first meeting of any sort for the AMSAT Board since the meeting at the 2019 AMSAT Symposium. I expect there will be a need to convene a formal Board meeting after the working session, as I expect the Board will need to take actions based on the working session next week. Clayton will have the opportunity to show leadership in his new position as AMSAT President, even if this makes some uncomfortable.
19 December 2019: Still no meetings of the AMSAT Board of Directors since the face-to-face meeting during the recent Symposium. Joe Spier has continued with his campaign to deny me (and Michelle Thompson) access to archives of the Board's private mailing list. I have been able to get some financial information, although it is peculiar that the amount AMSAT paid an outside vendor to manage the 2019 AMSAT Board of Directors election remains a secret. Why???
I continue asking for information that a duly-elected director of AMSAT is entitled to. Continued denial of access to corporate records is an example of poor corporate governance by the AMSAT senior leadership, and must change.
12 November 2019: No meetings of the AMSAT Board to report on, since the Symposium. Michelle W5NYV wrote two good reports on how things stand, regarding the access to AMSAT corporate records that we are still being denied. One of her reports focused on the status of getting to the records, and other stuff related to the Board. Her other report focused more on AMSAT engineering matters.
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:
https://w5nyv.blogspot.com/2019/09/report-to-members-1-amsat-na-board-of.html
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:
https://www.amsat.org/amsat-officers-and-board-members/