[amsat-bb] WA9JBQ Request (Kevin)

Patrick STODDARD (WD9EWK/VA7EWK) amsat-bb at wd9ewk.net
Sun Jul 12 18:06:34 UTC 2020


Hi.

I was disappointed to see that comment from AMSAT Treasurer Robert
Bankston KE4AL last night, incorrectly claiming that Michelle Thompson
W5NYV and I were "aforded the same rights and privileges as the ...
other elected and standing Directors." We did not have access to
certain AMSAT corporate records from the first day we assumed our seats
on the AMSAT Board of Directors in September 2019. Other directors and
senior officers were made aware of this at that time - including Robert
himself. Access to the archives of the private mailing list used by the
Board was also denied to other directors when we joined the Board, but
the other directors - along with some senior officers - already had
knowledge of what was contained in those archives. Michelle and I did
not have that knowledge, and had to fight for almost 5 months to get
that access.

The District of Columbia Nonprofit Corporation Act, the law governing
AMSAT due to its incorporation in Washington D.C., clearly gives
directors of a corporation access to corporate records. From section
29-413.05(a) of that act, "Inspection of records by directors":

"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."

The law uses the word "shall", which makes this a mandatory requirement
on corporations like AMSAT. With so much in electronic form, it is
simple to receive the requested information via e-mail. For those
documents too large to send via e-mail, there are other means to
provide copies of requested records like using Dropbox or Google Drive.
The archives of the Board's mailing list are available in a secured
web page, and those archives were taken down just before we gained
access to that mailing list last September.

In terms of expenses and financial obligations, Article II Section 1 of
AMSAT bylaws has the following:

"No financial obligation shall be incurred by or on behalf of the
corporation except by prior approval of the Board; provided, however,
that the Board may, at its discretion, authorize any Officer or
Officers to incur such obligations and/or to approve such necessary or
incidental obligations as may be incurred by officials acting under
such Officers' authority, subject to limits and procedures as the Board
shall determine."

https://www.amsat.org/bylaws-of-the-radio-amateur-satellite-corporation/

There is record of one instance where the Board gave prior approval to
a legal expense in the past few years, a motion during the November
2018 Board meeting in Huntsville, Alabama. This motion, passed in an
executive session, authorized officers to engage FD Associates for
a review of AMSAT's draft EAR/ITAR policy. That motion carried an
authorization of up to $10,000.00 for that review. I have not seen any
other records showing where the Board gave prior approval for legal
expenses in recent years, in line with the bylaws. Minutes of Board
meetings in recent years are available at:

https://www.amsat.org/minutes-of-the-board-of-directors/

In fulfilling my fiduciary obligations to AMSAT and its members as a
duly elected director, I asked for details on the legal expenses I saw
on AMSAT's 2018 IRS Form 990 tax return and subsequent reports, which
Robert Bankston provided via e-mail or during Board meetings conducted
via conference call. Some were for the engagement with FD Associates.
Others were for a law firm called Hurwit & Associates - a name that
does not appear in the minutes of recent AMSAT Board meetings.

Joe Spier K6WAO, AMSAT President at the time of a phone call in October
2019 that also included the Hurwit & Associates lawyer retained by
AMSAT, mentioned that he had a plan for a conflict-of-interest policy.
His proposed policy would have denied Michelle and me access to AMSAT
corporate records for anything that occurred before we joined the
AMSAT Board. There was no mention of anything else related to this
proposed policy, like Michelle's work with Open Research Institute.
Just the attempt to deny us access to older AMSAT corporate records.
This proposed policy would have been a violation of the District of
Columbia law - something I pointed out on that phone call, and later in
e-mails to AMSAT directors and senior officers. This led to the demand
letter Michelle and I sent AMSAT in late January 2020, quickly
followed by Joe Spier's resignation as AMSAT President. Seeing that
AMSAT spent over ten thousand dollars in late 2019 and into 2020 on
legal expenses around this effort to deny us access to corporate
records was disgusting.

Unable to get any other details on the Hurwit & Associates engagements,
I asked in early May for copies of the cancelled checks - or copies of
documentation showing the payments, if checks were not used - to pay
these expenses. This led to AMSAT Executive Vice President Paul
Stoetzer N8HM claiming that there was "full knowledge and consent of
the Board" for these expenses. As a director since September 2019, I
had no knowledge of these expenses until I started asking for the
details on the payments made for these expenses. No director or
officer took the time to explain these expenses, other than the brief
explanations recorded for some of the payments in AMSAT's accounting
system - until I asked to see copies of the cancelled checks.

Clayton's letter on Friday carries on with a theme that these legal
expenses were incurred with "full knowledge and consent of the Board".
When we joined the Board last September, we were not made aware of the
engagements with Hurwit & Associates. Those were not documented in the
minutes of past Board meetings or any other record we could see.
Without knowledge of these expenses, I didn't have any opportunity to
consent to them - not that I would have given consent. Simply having a
letter with many co-signers outlining the spending after the fact is
not, in my opinion, showing prior approval for those expenses in
accordance with AMSAT bylaws.

Does AMSAT have the right to seek legal advice? Yes. In fact, this was
done on the record during a Board meeting in November 2018, when AMSAT
engaged FD Associates. AMSAT authorized a maximum outlay of $10,000.00
in the motion that was passed in an executive session at that meeting.
AMSAT exceeded that $10,000.00 mark in August 2019, and ended up
spending a total of $16,245.00 in its engagement with FD Associates.
Senior officers did not return to the Board for authorization to
continue the work with FD Associates, once the expenses exceeded
$10,000.00. Michelle took the initiative to contact FD Associates to
see what was being done for AMSAT after Joe Spier's resignation, and
was able to stop those expenses from continuing to accumulate.

Michelle's initiative to contact FD Associates - a firm she had dealt
with in the past - was greeted with criticism from some senior
officers. The officers questioned why a director was getting involved
in that matter. Clayton did rise to her defense, pointing out that none
of the senior officers picked up this work after Joe Spier's
resignation in late January. Clayton encouraged her to continue that
work. I feel she was doing her part to ensure AMSAT would not incur
more expenses, until such time as AMSAT was ready to reengage with FD
Associates. If AMSAT needs to reengage with FD Associates, senior
officers need to ask the Board to either amend the 2018 motion to allow
for further expenses, or ask the Board approve a new motion to continue
that work and incur the additional expenses.

Michelle and I ran for our seats on the Board wanting to make AMSAT
more transparent. The actions Clayton outlined in his letter, in my
opinion, are far from showing transparency. I feel his letter was a
justification for why AMSAT directors and senior officers kept these
expenses from being on the record, where members could have seen them
and questioned them. We are approaching another opportunity for AMSAT
members to make their voices heard, with the upcoming Board election.
Michelle and I heard the membership loudly and clearly last year, from
the votes we received. Please do not reelect the two incumbent
directors, and please do not return a former director to the Board. I
urge you to vote for the 3 challengers in the upcoming election - Howie
DeFelice AB2S, Jeff Johns WE4B, and Bob McGwier N4HY.

Thank you, and 73.




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


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