Spirited discourse and dissenting views are encouraged within a professional organization such as ours; however, during the month of January, certain statements have been made which demand an answer from those of us charged with managing the affairs, funds and property of the Club.
Question: Was there a “duly constituted special meeting of the Members” on January 5, 2015 with “valid proxies” received and “certified by Honest Ballot Association?”
Answer from your Board of Directors and the Legal Committee of the Club: No.
One statement, asserted in the January 7th correspondence emailed by the Conveners is demonstrative of the continued troubling misstatements being circulated. The statement to the members in their January 7th letter that “One-hundred-fifty-two (152) valid proxies were received and certified by Honest Ballot Association” is false according to Honest Ballot Association (“HBA”). HBA never certified any proxies or determined that they were valid. HBA has so stated under oath.
None of these individuals nor counsel for the Conveners ever had an Agreement with HBA to conduct or supervise a special election. HBA repeatedly informed the Conveners also known as the Petitioners, through their stated counsel, that it could neither certify the documents nor the results of an election. The Conveners knew this prior to both the January 5th meeting and January 7th letter stating the contrary. HBA has so stated under oath.
Factually incorrect statements are anathema to the core principles of this illustrious organization and need to be clarified. The Club is not broke, as has been suggested; your Club is more financially robust than it has been for many years with plenty of money in the bank. Further, it was not denied the use of the Waldorf for this year’s ECAD. The decision to hold ECAD at the American Museum of Natural History was a conscious choice—we hope all attendees will share the excitement of the venue.
An email blast circulated on February 11, 2015 from “Your Fellow Explorers” is not an official communication of The Explorers Club, was sent by the same entity (Transperfect) used by the Conveners and contains as many troubling misstatements about the revised bylaws as have the past communications from the Conveners.
The proposed Bylaws revision is the result of a careful, multi-year deliberative process by the Bylaw Revision Committee spearheaded by the esteemed Honorary President Don Walsh. The Board believes the proposed amendments greatly improve the structure of the Club in accordance with principles of good governance and therefore approved the work of Don’s Committee and recommended the proposed amendments out for your vote.
Examples of these revisions include:
• Implementing more term limits,
• Providing a structure for email notifications, and
• Establishing a detailed conflict of interest policy.
Future revisions to the Bylaws will continue to be subject to the vote of the members. The Explorers Club is a place of support, collegiality, and fellowship in furtherance of the Club’s mission and the work of its wonderful members. In the field, honesty and communication among a team is fundamental to the success of an expedition and vital to the safe return of all involved. Your considered input into the continued development of the Club is welcomed and appreciated. We look forward to the discussion of important Club issues at the Annual Meeting a few short weeks away.
If you have any questions to this third official response to the activities of the Conveners, please communicate directly to the Club with your comments directed to the email address set forth immediately below:
Thank you and safe journeys to all of you embarking on new excursions in the 2015!
The Explorers Club Board of Directors
by action of the Executive Committee, February 5, 2015