[amsat-bb] Re: BoD Elections

2009-08-28 Thread Rocky Jones


Barry ...interesting statement

this caught my eye



There are no other formal 'meeting minutes' or 'committee minutes' to  
be published.  No 'official meetings' where the BOD has taken official  
votes or made decisions that require documentation have taken place  
since the 2008 AMSAT Symposium

so there are no official actions or votes of the directors, the BOD as a whole 
after the Amsat Symposium?


Robert WB5MZO


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[amsat-bb] Re: BoD Elections

2009-08-28 Thread Gould Smith
I am not speaking for Barry, but as a Board member and an Officer.

This business of nit-picking and taking things out of context is not 
productive. Certainly not of my time.

The Board can vote at any meeting or teleconference with the appropriate 
number of members present. The Board strategizes and directs and the 
Officers implement. There has not been a need for the Board to vote on 
anything.
The Board has guided and directed the Officers to do many things over the 
last year. These have all been reported to the membership as tasks 
undertaken.

We have a Board teleconference and an Officers' teleconference each month to 
keep other Board members and Officers appraised of ongoing actions.  Barry 
reports these activities in his AMSAT Apogee View column in every Journal, 
and appropriate actions are presented in the ANS each week by Board members 
and Officers.  The Journal also carries articles with more in depth 
information about these activities.

If you want things to improve, the best way is to help the Officers 
implement their tasks.

I get a number of people that volunteer to do things, but few actually 
complete their tasks.
As it says in the Help Wanted ad in the Journal - pick an area that you 
think needs improvement and explain what you will do to make it better. Then 
do something (with that activity) to show that you can follow through.

73,
Gould, WA4SXM

- Original Message - 
From: Rocky Jones orbit...@hotmail.com
To: bbai...@mac.com; s...@saloits.com
Cc: b...@amsat.org; Amsat BB amsat-bb@amsat.org
Sent: Friday, August 28, 2009 1:10 PM
Subject: [amsat-bb] Re: BoD Elections




 Barry ...interesting statement

 this caught my eye

 

 There are no other formal 'meeting minutes' or 'committee minutes' to
 be published.  No 'official meetings' where the BOD has taken official
 votes or made decisions that require documentation have taken place
 since the 2008 AMSAT Symposium

 so there are no official actions or votes of the directors, the BOD as a 
 whole after the Amsat Symposium?


 Robert WB5MZO


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[amsat-bb] Re: BoD Elections

2009-08-28 Thread Rocky Jones

Gould

thanks for your reply (I guess it was to me since you quoted my post)

 This business of nit-picking and taking things out of context is not 
 productive. Certainly not of my time.

my  BS detector goes up when someone starts like that and then proceeds into 
a long sort of explanation anyway.  It is an attempt to legitimize the question 
before you answer it.  And it is one reason AMSAT NA is in trouble.  I made a 
statement that you felt you needed to answer...but you also needed to take a 
cheap shot.

You folks are so busy wow.   must be one of those 16 hour people (and yes 
that is sarcastic)

anyrate this caught my eye.
 
 The Board can vote at any meeting or teleconference with the appropriate 
 number of members present. The Board strategizes and directs and the 
 Officers implement. There has not been a need for the Board to vote on 
 anything.
 The Board has guided and directed the Officers to do many things over the 
 last year. These have all been reported to the membership as tasks 
 undertaken.

did you run this past a lawyer?  What you have just admitted to is making 
substantive decisions by the board and other operations folks at Amsat, which 
doubtless include spending money...without any recorded vote or any ability to 
view the individual board member stand or any valid record of it that can be 
seen  by the members of the organization.  And NO what you claim is reporting 
to the membership through an infrequent magazine...wont do it.

Indeed you just admitted to doing what the person who started this thread was 
concerned about.

I dont know about the District of Columbia, but if AMSAT were a Texas 
organization (and Amsat is much like the community association I headed in how 
it is organized) then you have just admitted to a violation of law.

I am not a lawyer nor do I play one on TV, but  the organization desperately 
needs one.

Robert WB5MZO Life member Amsat NA

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[amsat-bb] Re: BoD Elections

2009-08-28 Thread w8iss
On Fri, 2009-08-28 at 17:50 -0500, Rocky Jones wrote:
 I dont know about the District of Columbia, but if AMSAT were a Texas 
 organization (and Amsat is much like the community association I headed in 
 how it is organized) then you have just admitted to a violation of law.
 
 I am not a lawyer nor do I play one on TV, but  the organization desperately 
 needs one.
 
 Robert WB5MZO Life member Amsat NA

ARE you saying then that you are willing to step up and HELP out then?

This is to ALL those that have made comments during this and the other
thread:
May I ask what you have done FOR AMSAT or the Satellite community in the
past few years that HELPS out with a launch, building a satellite (even
a board of it), put forward the means to start a dialogue that MIGHT get
a launch in the near future?

IF not, then PLEASE shut up and let the BoD do what they can with the
help that is left after this latest of shouting matches.

James W8ISS

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[amsat-bb] Re: BoD Elections

2009-08-28 Thread Bruce
every year we go through the same questions, the same answers and the  
same belly aching. this year we have progressed one more step... its  
illegal. geesh.

i am interested in knowing if you have posted a message about the bod  
if you are a paid up member of amsat or a life member.

i manage the awards for amsat. i do not want to submit invoices to  
amsat for board approval. so i purchase all the envelopes and  
stiffners myself. i pay for all the ink that i print them with and i  
pay for all the postage to mail the certificates out. i spend about  
$150-$200 a year for this. it makes everyone happy and i don't have to  
mess with paperwork. no one knew this until i just posted it. i don't  
need a tax write off.

now, what are you doing to help the organization?

73...bruce - life member of amsat

Sent from my iPhone



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[amsat-bb] Re: BoD Elections

2009-08-28 Thread JoAnne Maenpaa
 now, what are you doing to help the organization?

I'm going to enjoy helping AMSAT where ever I can despite voices on the
internet telling me how immoral or how illegal it might be.

--
73 de JoAnne K9JKM
k9...@amsat.org 


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[amsat-bb] Re: BoD Elections

2009-08-28 Thread Bill Ress
Rocky, I'm the current Board Alternate and one who is also involved with 
AMSAT in a few other volunteer capacities.

While I could take issue with you on several statements you've made, 
that would not help to bring the needed conclusion to the dialog you've 
raised. Also, I don't have a background that could determine if you 
indeed have some legitimate concerns.

It appears, to me anyway, that you feel there is a lack of 
transparency at AMSAT through what you perceive as a possible lack of 
proper reporting procedures, namely the keeping and dissemination of the 
minutes of various AMSAT activities. Perhaps we can resolve this issue 
as follows...

At the upcoming October Board meeting, I will propose that a motion be 
entered requesting the Board seek legal counsel to determine the proper 
reporting requirements and procedures needed to satisfy the conditions 
of its bylaws and articles of incorporation and report the findings back 
to the membership.

Further, to save the added cost burden to AMSAT for this legal finding, 
I would hope that a legally qualified member can provide these 
services pro bono.

I do hope that is the objective you seek. If not, then I have missed the 
point of your posts.

Regards...Bill - N6GHz

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[amsat-bb] Re: BoD Elections

2009-08-28 Thread Dale Hershberger
JoAnne Maenpaa wrote:
 now, what are you doing to help the organization?
 

 I'm going to enjoy helping AMSAT where ever I can despite voices on the
 internet telling me how immoral or how illegal it might be.

 --
 73 de JoAnne K9JKM
 k9...@amsat.org 


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I agree with JoAnne.  I will continue to help AMSAT where ever I can. 
If folks do not agree with the organization then attend a BOD mtg or
address your concerns directly to the BOD. 

Lets get back to some constructive, educational and informative threads
on the bbs.
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[amsat-bb] Re: BoD Elections

2009-08-28 Thread Dee
 
See my snips...


-Original Message-
From: Timothy J. Salo [mailto:s...@saloits.com] 
Sent: Thursday, August 27, 2009 9:48 PM
To: Dee
Subject: Re: [amsat-bb] BoD Elections

 There are no secret happenings - it is all out in the open.

Have you actually been to a Board meeting?  Have you heard the pitch about
how you can't talk about anything that you hear during the meeting?  I
assume that the chair still gives this pitch at the beginning of the Board
meeting.

Yes, I have been.  I have not heard any statement of secrecy(unless
relevant to legal proceedings). If a negotiation is ongoing for a launch and
they do not want it to be interfered with until it has been exhausted or
come to fruition, I will honor such a request. The full minutes of what is
said and discussed is published for all to see.  Again, the BOD meeting is
open for all to attend that are interested enough to find out actions items
being passed around.

If you attended a board meeting, did you feel welcome?  Or, did you feel
merely tolerated.  Did the Board reserve a room just large enough for the
board members?  Did you have to go find your own chair, if you wanted to
sit?  Did you feel that you could eat any of the food that was left over
after the Board ate?

 I felt welcomed at any that I was present for.  Some on the board
finally put a face to the name and call.  I certainly did not know many
officers except for what I read about them in the mailings.  I agree that
there is limited space since they really don't expect a large turnout at a
BOD meeting. (Most is dull, not exciting information but it gives you an
idea of procedures and good information to bring back to local groups via
presentations) I don't go for the food. AMSAT cannot accommodate a free
lunch for onlookers.

I once asked for a copy(of an agenda) at a Board meeting.  You would think I
was asking for the keys to their bank account.

 They had copies when I attended-probably a result of you asking for
one.

Do you have confidence that you are even aware of all of the meetings of the
board?

Their monthly phone conferences are summarized in the AMSAT journal
or on the BB or via the ANS.

In my view, the Board employs a number of subtle techniques to prevent the
membership from knowing about, much less discussing, the activities of the
Board.

As in any organization, we elect the board to act on to do lists -
investigate - perform reality checks and disseminate information about our
organization because most of us cannot offer time and energy to do so.

Besides having your ideas heard, I don't think that members are permitted to
speak at board meetings, unless invited.

Ideas from the general membership are presented at the annual
meeting.  While attending one BOD meeting, I was asked and what  why are
you here? I promptly told them I was there to observe and absorb
information for my many presentations to local Radio Clubs asking me to
attend meetings - part of my Area Co-coordinator Job in NJ - Personally, I
like to hear about any HEO projects, my favorite subject.
--Timothy, once again, attend this years Symposium with a renewed interest
and what you feel should be changed, attempt change.  We are only 40 years
old as a group and finding the level you wish AMSAT to be at can directly be
in your grasp. Grab a pen (Equivalent to a computer I guess) and volunteer
for something that we need to have happen - see the Journal!

-tjs


73,
Dee, NB2F


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[amsat-bb] Re: BoD Elections

2009-08-28 Thread rwmcgwier
We don't need legal counsel, we already have a surplus with ITAR and reclaiming 
our property.

I join joanne, I am sick of lawyers and whining malcontents, and want to have 
fun with this.

Bob
N4HY LM

--Original Message--
From: JoAnne Maenpaa
Sender: amsat-bb-boun...@amsat.org
To: amsat bb
Subject: [amsat-bb] Re: BoD Elections
Sent: Aug 28, 2009 7:37 PM

 now, what are you doing to help the organization?

I'm going to enjoy helping AMSAT where ever I can despite voices on the
internet telling me how immoral or how illegal it might be.

--
73 de JoAnne K9JKM
k9...@amsat.org 


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Sent from my Verizon Wireless BlackBerry
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[amsat-bb] Re: BoD Elections

2009-08-28 Thread Barry A. Baines
Robert:

The last Board of Directors meeting took place in October 2008.  Since  
then, there hasn't been a board meeting.

Please keep in mind that the purpose of the Board of Directors (BOD)  
is to set the strategic direction of the corporation, elect the senior  
officers (President, Executive Vice President, Treasurer, Corporate  
Secretary, VP-Engineering, VP-Operations, and Manager.)  and to  
approve the budget.  The Bylaws requires one meeting per year in  
person and per Article III Section 5 of the Bylaws, the board meets as  
soon as practicable after the election results are announced.   
Traditionally, this meeting takes place in conjunction with the AMSAT  
Symposium.  That meeting typically lasts from 0800-2100 on Day 1 and  
0800-1200 on Day 2 (with time off for lunch and dinner).   It is an  
intensive two-day meeting.  This meeting is open to all unless there  
is a need for a portion of the board meeting to be conducted in closed  
session to discuss personal evaluation of our paid employee and salary  
matters, or if there are matters of a confidential nature.

In the past, the number of board meetings per year has varied.  In  
some years it has been only one time, such as in 2008 and in 2009. In  
other years, there have been two in-person meetings with the second  
meeting in the Spring if there are compelling reasons to spend AMSAT $$ 
$ on travel and lodging.  For example, the Board met in February 2004  
in Orlando for two days to develop the Strategic Plan.

In other years, there have been multiple board meetings via  
teleconference when specific items must be approved. For example,  
between November 2006 and July 2007 five different board meetings took  
place via teleconference when the Board voted on the MOU with  
University of Maryland-Eastern Shore to establish the clean room in  
Maryland, a vote was taken to file a FCC petition, approve a revised  
budget, evaluate a fund raising initiative, etc.   The minutes of  
those particular meetings were printed in the November/December 2007  
issue of the AMSAT Journal.

Consequently, the BOD meets in session when formal decisions must be  
made by the Board.  Day-to-day management of the corporation based  
upon the strategic direction set by the Board of Directors is executed  
by the President and the senior officers elected by the Board.  Those  
officers (including the President) are elected for one-year terms and  
serve at the pleasure of the Board.  Each new Board that convenes in  
the Fall elects a slate of senior officers, including the President.

I trust I've answered your question.

Regards,

Barry Baines, WD4ASW
President-AMSAT



On Aug 28, 2009, at 1:10 PM, Rocky Jones wrote:


 Barry ...interesting statement

 this caught my eye

 

 There are no other formal 'meeting minutes' or 'committee minutes' to
 be published.  No 'official meetings' where the BOD has taken official
 votes or made decisions that require documentation have taken place
 since the 2008 AMSAT Symposium

 so there are no official actions or votes of the directors, the BOD  
 as a whole after the Amsat Symposium?


 Robert WB5MZO


 Windows Live: Keep your friends up to date with what you do online.  
 Find out more.

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[amsat-bb] Re: BoD Elections

2009-08-28 Thread Steve Meuse
rwmcgw...@gmail.com expunged (rwmcgw...@gmail.com):

 We don't need legal counsel, we already have a surplus with ITAR and 
 reclaiming our property.
 
 I join joanne, I am sick of lawyers and whining malcontents, and want to have 
 fun with this.
 

Just a friendly internet reminder.

Don't feed the troll under the bridge!

This guy is going to make me re-read how to procmail him to /dev/null :)

-Steve
N1JFU
http://n1jfu.blogspot.com
smeuse @ twitter

P.S. I'm an area coordinator, volunteer at Dayton for the last 5 of 6 years, 
ran the booth at Boxboro '08. What have *you* done lately? (pointing at the 
crowd)


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[amsat-bb] Re: BoD Elections

2009-08-28 Thread Timothy J. Salo
For the record, it should be noted that Dee was responding
publicly to e-mail that I sent privately.

I try to maintain a professional tone in my private e-mail
(knowing that private e-mail can easily become public).  On the
other had, I would have refined the message and language more, if
I had intended for the e-mail to be public.

Having said that, my private e-mail does reflect my experience
as an AMSAT member attending parts of several Board meetings.

At some point, I will try to write a response to this thread.
I have found the messages to date highly informative.

-tjs

- - - - - - - - - - - - -

Dee wrote:
  
 See my snips...
 
 
 -Original Message-
 From: Timothy J. Salo [mailto:s...@saloits.com] 
 Sent: Thursday, August 27, 2009 9:48 PM
 To: Dee
 Subject: Re: [amsat-bb] BoD Elections
 
 There are no secret happenings - it is all out in the open.
 
 Have you actually been to a Board meeting?  Have you heard the pitch about
 how you can't talk about anything that you hear during the meeting?  I
 assume that the chair still gives this pitch at the beginning of the Board
 meeting.
 
 Yes, I have been.  I have not heard any statement of secrecy(unless
 relevant to legal proceedings). If a negotiation is ongoing for a launch and
 they do not want it to be interfered with until it has been exhausted or
 come to fruition, I will honor such a request. The full minutes of what is
 said and discussed is published for all to see.  Again, the BOD meeting is
 open for all to attend that are interested enough to find out actions items
 being passed around.
 
 If you attended a board meeting, did you feel welcome?  Or, did you feel
 merely tolerated.  Did the Board reserve a room just large enough for the
 board members?  Did you have to go find your own chair, if you wanted to
 sit?  Did you feel that you could eat any of the food that was left over
 after the Board ate?
 
  I felt welcomed at any that I was present for.  Some on the board
 finally put a face to the name and call.  I certainly did not know many
 officers except for what I read about them in the mailings.  I agree that
 there is limited space since they really don't expect a large turnout at a
 BOD meeting. (Most is dull, not exciting information but it gives you an
 idea of procedures and good information to bring back to local groups via
 presentations) I don't go for the food. AMSAT cannot accommodate a free
 lunch for onlookers.
 
 I once asked for a copy(of an agenda) at a Board meeting.  You would think I
 was asking for the keys to their bank account.
 
  They had copies when I attended-probably a result of you asking for
 one.
 
 Do you have confidence that you are even aware of all of the meetings of the
 board?
 
 Their monthly phone conferences are summarized in the AMSAT journal
 or on the BB or via the ANS.
 
 In my view, the Board employs a number of subtle techniques to prevent the
 membership from knowing about, much less discussing, the activities of the
 Board.
 
 As in any organization, we elect the board to act on to do lists -
 investigate - perform reality checks and disseminate information about our
 organization because most of us cannot offer time and energy to do so.
 
 Besides having your ideas heard, I don't think that members are permitted to
 speak at board meetings, unless invited.
 
 Ideas from the general membership are presented at the annual
 meeting.  While attending one BOD meeting, I was asked and what  why are
 you here? I promptly told them I was there to observe and absorb
 information for my many presentations to local Radio Clubs asking me to
 attend meetings - part of my Area Co-coordinator Job in NJ - Personally, I
 like to hear about any HEO projects, my favorite subject.
 --Timothy, once again, attend this years Symposium with a renewed interest
 and what you feel should be changed, attempt change.  We are only 40 years
 old as a group and finding the level you wish AMSAT to be at can directly be
 in your grasp. Grab a pen (Equivalent to a computer I guess) and volunteer
 for something that we need to have happen - see the Journal!
 
 -tjs
 
 
 73,
 Dee, NB2F
 


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[amsat-bb] Re: BoD Elections

2009-08-27 Thread Tim - N3TL
Tim and all,

This is an interesting post and - with no disrespect intended - one that should 
have been made when you first received your ballot.

It's interesting because I suspect you or I would get as many answers as the 
number of people we asked about what it will take to strengthen AMSAT. I have 
my own thoughts in that regard, and I'm confident you have yours. I suspect 
they would be at least inconsistent, if not quite divergent. That's not to 
suggest there's anything wrong with that; it's just to point out that being 
effective and strengthening AMSAT will - like many other things - be in the 
eyes of the beholders.

All of that notwithstanding. I've read the AMSAT Bylaws published on the Web 
site. It seems to me that doing what you're suggesting would take a Bylaw 
change because the specific voting deadline and the date of announcement of 
results are included in Article III-4 as Sept. 15 and Sept. 30, respectively. 
Article IV of the Bylaws defines the process of amending the bylaws, with such 
amendment not taking effect until 30 days after announcement by the Board (of 
its approval of a Bylaw change) has either been mailed to the membership by the 
Secretary or officially published in a publication of the corporation. And 
then, of course, objection by 10 percent of the membership to the Bylaw change 
would trigger a full vote by the membership. So the best-case scenario is a 
Board vote to change that is not challenged. That would take until the end of 
September to accomplish.

There's nothing sacred, I suppose, about the new Board being in place at the 
annual meeting, but it would be highly unusual for that not to be the case, in 
my opinion. It's virtually impossible for AMSAT to do what you suggest and hold 
an election before the annual meeting. I suspect you know that. You've taken 
the time to research the District of Columbia statutes for corporations like 
AMSAT. I'm confident that you also researched the applicable AMSAT Bylaws.

Finally, for what it's worth, it's also impossible to, as you write vote 
against all incumbents and for all challengers. Two of the five candidates 
are current directors. A third has served on the Board the past year as an 
Alternate. The other two candidates are not incumbents. We are asked to select 
no more than four. Since the is an odd-numbered year, the Bylaws require four 
Board positions to be filled in this election. It's not possible to avoid 
returning two current Directors (or one current Director and the current 
Alternate) to the Board, unless I'm missing something in the Bylaws.

Can you help me understand why you didn't make this post earlier, when there 
would have been enough time to act as you suggest without incurring the need 
for a Bylaw change? 

73 to all,

Tim Lilley - N3TL





From: Timothy J. Salo s...@saloits.com
To: amsat-bb@amsat.org
Cc: b...@amsat.org
Sent: Thursday, August 27, 2009 4:40:52 PM
Subject: [amsat-bb] BoD Elections

Hi,

I still haven't returned my ballot for the AMSAT Board of
Directors election, in part because I don't feel that I
have really good information on which to make a decision.
I would like to vote for a Board that will be effective and
strengthen the organization.  It is particularly important
to select the best possible board because, in my view, AMSAT
is an organization in serious trouble.  But, I would prefer
to base my vote on the recent accomplishments, recent
positions during board meetings, and explicit near-term
objectives of the candidates.  I would prefer to not simply
use a blunt strategy of voting against all incumbents and for
all challengers. Unfortunately, I don't feel that I really
know much about the activities of the individual board members.

To remedy this, I suggest that the close of the BoD elections
be postponed until at least thirty days after the following
have been published:

o A list of all Board meetings held over the last year
o Minutes from all of these Board meetings
o Minutes from all AMSAT committee meetings of the last year

We can certainly have a discussion about the appropriate
level of transparency for the Board and its committees, and
whether the Board is meeting those objectives.  Here is what
the D.C. statutes under which AMSAT is incorporated have to
say on the matter:

  Each corporation shall keep correct and complete books and
  records of account and shall keep minutes of the proceedings
  of its members, board of directors, and committees having any
  of the authority of the board of directors; ... All books and
  records of a corporation may be inspected by any member having
  voting rights, or his agent or attorney, for any proper purpose
  at any reasonable time.

-tjs


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[amsat-bb] Re: BoD Elections

2009-08-27 Thread Dee
 Timothy,
You bring up some good points. Anyone can be on the ballot by following the
rules of nomination. If you feel strongly about all this, change comes from
within.  I think you should personally attend one of the BOD meetings and/or
a membership meeting as is held at the Symposium on a yearly basis.  There,
you can bring this up and have a more interested audience.
There are no secret happenings - it is all out in the open. Besides having
your ideas heard, you can meet the players in the organization face to face
and develop friends who feel similar to how you do, as well as finding out
why opposition exists.
As Tim, N3TL, points out, now is not the time to bring this up.
Hope to see you in Maryland.
73,
Dee, NB2F
P.S. All the nominees are hard workers and deserve credit just for asking to
do more for FREE.

-Original Message-
From: amsat-bb-boun...@amsat.org [mailto:amsat-bb-boun...@amsat.org] On
Behalf Of Timothy J. Salo
Sent: Thursday, August 27, 2009 4:41 PM
To: amsat-bb@amsat.org
Cc: b...@amsat.org
Subject: [amsat-bb] BoD Elections

Hi,

I still haven't returned my ballot for the AMSAT Board of Directors
election, in part because I don't feel that I have really good information
on which to make a decision.
I would like to vote for a Board that will be effective and strengthen the
organization.  It is particularly important to select the best possible
board because, in my view, AMSAT is an organization in serious trouble.
But, I would prefer to base my vote on the recent accomplishments, recent
positions during board meetings, and explicit near-term objectives of the
candidates.  I would prefer to not simply use a blunt strategy of voting
against all incumbents and for all challengers. Unfortunately, I don't feel
that I really know much about the activities of the individual board
members.

To remedy this, I suggest that the close of the BoD elections be postponed
until at least thirty days after the following have been published:

o A list of all Board meetings held over the last year o Minutes from all of
these Board meetings o Minutes from all AMSAT committee meetings of the last
year

We can certainly have a discussion about the appropriate level of
transparency for the Board and its committees, and whether the Board is
meeting those objectives.  Here is what the D.C. statutes under which AMSAT
is incorporated have to say on the matter:

   Each corporation shall keep correct and complete books and
   records of account and shall keep minutes of the proceedings
   of its members, board of directors, and committees having any
   of the authority of the board of directors; ... All books and
   records of a corporation may be inspected by any member having
   voting rights, or his agent or attorney, for any proper purpose
   at any reasonable time.

-tjs


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Subscription settings: http://amsat.org/mailman/listinfo/amsat-bb