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08 eMail To Attorney Scherer

From: edjegypt@hotmail.com
To: chris@cschererlaw.com
Subject: ARCE
Date: Wed, 1 Sep 2010 08:40:08 -0700

Dear Chris,

Hope this finds you well.

It has now been four weeks since the August 4th meeting with ARCE's Director, Gerry Scott, its President, Emily Teeter and Treasurer, Janet Irwine and yourself in San Antonio. It was my understanding from your comments that ARCE would be making some kind of written response to the concerns and issues, as well as as the operational problems, I outlined in great detail as to last season, as well as the upcoming season, in Luxor. I had hoped that in response to my coming to San Antonio in good faith, to openly and honestly reveal and discuss the problems with how the Luxor project was conducted and managed, as well as the problems it could and should anticipate this next season, along with the failures and shortcomings of its general operations, which were also reviewed, ARCE would engage in some constructive dialog and conduct to correct these problems and take positive action to resolve them in order to protect and strengthen ARCE as an organization.   

Dissapointingly, but not surprisingly, that promise has gone the way of Gerry Scott's promise to conduct a "full investigation" when he summarily removed me from the Luxor project in March of this year at the behest of John Shearman and because he was angry and embarrassed that due to his failure to address any of these problems and issues when I raised them in Luxor, I found it necessary to go directly to the SCA about them in order to try to protect both ARCE and the SCA, as well as the monuments and objects in Luxor that were endangered by the poor management  and decisions made by Mr. Shearman in Luxor and Mr. Scott in Cairo. No such investigation was ever conducted and it has now become apparent that no response of any sort will be forthcoming from ARCE as to what was reviewed in San Antonio, either. Four weeks is long enough to formulate a response if one was going to be made, notwithstanding some of the ARCE people travelling.  

I have tried to be conciliatory, but to no avail. ARCE, especially Mr. Scott, refuses to acknowledge even the slightest of problems or deficiencies in the conduct and management of either its Luxor or general operations, despite the fact that, as made abundantly and crystal clear by the documents I brought and provided to everyone at the meeting, very serious problems, indeed, existed and continue to exist.

When I was still in Luxor and tried to point out and raise these issues as legitimate reasons for concern, I was met not only by a deafening silence, but was then punished by dismissal for daring to raise questions about how Mr. Shearman was proceeding and why Mr. Scott allowed him to do so in face of his certain knowledge that Mr. Shearman was acting in a manner detrimental to the interests of ARCE, the Luxor project, the SCA and the monuments and objects entrusted to ARCE for work upon them by the SCA.  Mr. Scott's attitude toward these issues and problems when I raised them was to ignore them, thinking they would go away when I was ejected from the project. Mr. Scott, who clearly still bears me a great deal of personal ill will and takes my criticisms of the conduct and decisions of Mr. Shearman, his choice as Luxor Director, as a personal affront, apparently thinks he can do so again as regards the issues I laid before ARCE's Board members in San Antonio. They will not evaporate and it is naive to think this will be the case.  

In my conversations with you and during the meeting in San Antonio I pointed out that I understood that Mr. Scott has a particular political problem with Mr. Shearman and his conduct in the management of the Luxor project and that being the case, I would not press for his removal. Having summarily fired the previous director, Fraser Parsons, and suffered the loss of ARCE's then Assistant Director in Cairo, Shari Saunders, Mr. Parsons wife, as a result, then having ejected me from the project even more abruptly and with less reason, Mr. Scott would assuredly now have difficulty explaining why he would be doing the same to Mr. Shearman as a result of Mr.. Shearman's actions in regards to the Luxor operations, if this was pressed and Mr. Shearman's conduct became more publicly known.

While he could say that Mr. Parson's conduct leading to his abrupt firing was a consequence of Mr. Parsons' own actions, and can claim that ARCE is better off without Ms. Saunders, due to her many alleged failures to properly manage funds and budgets pertaining to the Luxor project, which were more properly the responsibilty of her husband as Director in Luxor, it is beyond doubt that they were both his own choices, as he hired them, making it both inconvenient and embarrasing for Mr. Scott to admit and which could raise questions about his judgment in hiring them.  

It was for that reason that I was willing to concede that rather than removing Mr. Shearman from the position of director of the Luxor project that he, instead, be professionally monitored and controlled, so as to avoid another potential disaster with the SCA, the monuments, or the objects.. I particularly warned all at the meeting that Mr. Shearman's and Mr. Scott's, intention to continue conservation training of some sort was particulary inappropriate as Mr. Shearman had hired and surrounded himself with people far too inexperienced in working with Egyptian materials and in the conservation of them to be able to safely and adequately undertake such a training program, or to supervise SCA conservators in any such related conservation work.  I pointed out that this was, in turn, reflective of the fact that Mr. Shearman himself is particularly unqualifed to direct, administer or supervise such a program and its personnel, as he completely lacks any credentials or experience in Egyptology, archaeology or conservation.

This was, I thought, a more than reasonable compromise, which would safeguard the interests of ARCE, the SCA and the monuments and would spare Mr. Scott the embarrassment, which I had no great desire to inflict on him, of Mr. Shearmans conduct being  more publicaly exposed. Clearly, I was mistaken. I am now advised that ARCE has submitted a proposal to the Permanent Committee for just such a training program as we discussed in San Antonio, using the same people I advised you were not competent to properly run it, so my pleading and warnings were for naught.

While even as an outsider you had the perspicacity to grasp that much of the difficulty experienced in regards to these matters was a failure and lack of communication about them on the part of ARCE when I raised and continued to press for a resolution of these issues, Mr. Scott and ARCE still do not appreciate this. There has been no response, whatsover by ARCE to any of the issues and concerns I raised and documented first in Luxor, then in San Antonio, even after a more than reasonale time in which to respond, so we are now back to square one and might just as well have never bothered with the attempt to resolve matters in San Antonio.  

That being the case, I now renew my demand that ARCE make available to me the list of individual voting members of ARCE and their addresses, which, as I have stated before in writing, will be used by me to solicit proxies from the members for the purpose of securing enough of their votes to secure a place on ARCE's governing Board, so that I can raise these issues with both the Board and the General Membership. ARCE's contention that turning over such information to me would violate its privacy policy is legally untenable as present management uses the very same information to solicit proxies for its own slate of candidates to the Board each and every year and has done so for many years. As a long term dues paying member of ARCE, I have the same right to have access to the same information for the same purposes. Any contention that provision of such information allowing me to do exactly what ARCE management does would somehow violate the privacy of these members, while ARCE continues to do the very same thing I want to do with the very same information, is ludicrous and legally untenable.

As you may also be aware, The SEC has, on August 25, approved a rule making it easier for shareholders to force out directors of underperforming companies by ruling that shareholders can get their own board nominees listed on a company mailed proxy, alongside the candidates favored by management. This ruling obviates the laboriouis and expensive process of sending their own independent mailings. As stated by Mary Schapiro, head of the SEC, " As a matter of busines fairness and accountability, long term... shareholders should have a means of nominating candidates to the boards of the companies that they own."

On its face the new rule requiring increased proxy access reflects a traditional democratic value of giving shareholders a choice so that they can decide who they want as directors. While the SEC rule applies to companies regulated by the SEC, the underlying rationale is  equally sound as to those which are not, including non profit corporations such as ARCE and will make a convincing argument within the context of litigation to force ARCE to adopt the SEC rule, or alternatively that in lieu thereof, it must hand over the information allowing a separate proxy solicitation by a dissenting member/shareholder. What ARCE cannot do, under any circumstances, is try to freeze out individual member/shareholders wanting to mount a proxy solicitation and challenge against incumbent management, while at the same time using the very same information to do exactly the same thing it is seeking to prevent. No court is going to allow that inequitable a result.

Because I have no confidence in ARCE doing anything at all constructive on its own at this juncture and as ARCE clearly is not interested in working constructively together to improve the organization and its work, I am also advising you that I plan to create and maintain on the web an alternative site to ARCE's official one. The purpose of the site will be to call to the attention of the membership and any member of the general public who will find it when searching for ARCE on the internet, the conduct of ARCE as to the Luxor project, its general management and operations, its past operations and the deficiencies and problems I touched upon and outlined in San Antonio. I intend to post thereon all the documents I provided to all of you in San Antonio, as well as many others that have been exchanged and more I will prepare in the future, all of which will more fully amplify the conduct and actions of ARCE management concerning all of these matters, past, present and future. I will be monitoring ARCE's activities and will be reviewing and commenting on them from time to time as I think necessary to fully apprise the public and ARCE members of ARCE's actions and conduct in any and all respects.  As ARCE is unwilling to change or police itself, perhaps this will be a more effective way of ensuring that positive changes are made.   

It is sorry and sad that ARCE and especially Mr. Scott, who knows better, has met and continues to meet constructive crticism by its own members, especially one intimately familiar and experienced in its actual operations, with such outright hostility, disdain and indifference. None of that was necessary. The problems experienced and the present situation are directly attributable to his complete failure to even attempt to communicate about these issues as they were raised, his refusal to countenance or allow a good faith questioning of what was going on and retaliation and punishment for daring to voice a question. These are not characteristcs of a strong or confident leader, but reflect, rather intolerance, weakness and insecurity, bred of a desire to obtain unthinking acquiesence to his conduct, no matter what it is, even when it might not be wise or correct.    

While you and I have, I think, engaged in good faith efforts and have done our best to avoid further conflict, litigation and embarrassment to ARCE and those running its day to day operations, I shall no longer hesitate to refrain from such, as there appears nothing more productive to say or do in that regard. I shall now concentrate my efforts on exposing to the Members and the public what is going on and making the attempt to force reform from within. I shall be interested to now see what ARCE will do as regards the self nomination and whether it will try to block my attempt to bring internal reform and correction to the conduct of ARCE's management.    

Please confirm ARCE's position in respect to the proxy mailing list issue in writing at your earliest convenience. All best regards.

ed       

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