UPDATE, March 11, 2020: The partnership deal between the Explorers Club and Discovery has been signed.
In its 116-year history, the Explorers Club has become synonymous with grand adventures and historic firsts, with an underpinning of scientific inquiry and often a whiff of old money. Club members have been the first atop Everest, the first to reach the North and South poles, and the first to step foot on the moon. And soon, the club’s iconic Manhattan headquarters may be renamed for the cable network that brought us “Deadliest Catch” and “Naked and Afraid,” as the Discovery Channel has secured a naming rights deal with the venerable institution.
The rights are part of a five-year, $8.5 million arrangement the Discovery Network has quietly negotiated with the club’s president, former adventure-show host Richard Wiese. The agreement also gives the network office space in the club’s Upper East Side New York mansion, exclusive sponsorships and filming rights, and the opportunity to monetize the club’s extensive collections. Wiese did not respond to AJ’s request for comment. In a letter to members, he sought to downplay concerns about the deal. “It’s important for you to know that we have a team of experts working on this sponsorship…all working to make a potential Discovery sponsorship a beneficial relationship for each of our members,” Wiese wrote in the January 15 letter.
“It would do immeasurable harm to our club’s scientific standards to grant Discovery—whose reputation in this realm is lackluster at best —the exclusive right to monetize content from the club’s library and archives.”
“His message was essentially, ‘We’ve got experts working on it, you members don’t need to worry your pretty little heads.’ It was very condescending,” said West Hansen, treasurer of the Texas Chapter of the Explorers Club. Hansen and other members expressed concern about the terms of the agreement, but the secrecy is what really rankled them. “Leadership told chapter chairs to ‘keep this under your hat,'” Hansen said. “If it’s such a great deal, why hasn’t the membership been notified of the details from the word go?”
The New York Post’s Melissa Klein first wrote about the deal in January, with this memorable lede. “The venerable Explorers Club—whose members have summited Mount Everest and gone to the moon, and enjoy feasting on such delicacies as kangaroo testicles and sheep eyeballs—is being rocked by a proposal to make its Upper East Side headquarters an outpost of the Discovery Channel,” Klein wrote.
We can’t vouch for the menu, but Adventure Journal has obtained a letter containing details of the arrangement, and rumblings of rebellion within the membership.
“The current deal is an overreaching, one-sided proposal in favor of Discovery that would irreparably impact the Club’s assets, mission, reputation, and legacy,” wrote Julian Monroe Fisher III, a 20-year member who has completed six expeditions in Africa under the Explorers Club flag. “It represents a fundamental change in its nature as a charitable organization focused on scientific inquiry and preserving the instinct to explore: a thrust to the heart of our core values and the intangible spirit of place and fellowship that bind us.”
Reached on his farm in Belize, Fisher said he learned about the deal in a conversation with another member and was contacted by the New York Post within a week. “They wanted to know my opinion of it and I gave my opinion,” he said. “I’ve been in a hell-storm since. The day the New York Post article came out, I got a conference call with the president of the club, alluding to the fact that to use his words, I was ‘being used.’ And I politely reminded him, ‘I’m not the usable type, Richard.’”
Fisher’s letter is dated March 2 and arrived in members’ inboxes beneath the letterhead of Carter Ledyard & Milburn, the 166-year-old New York firm that gave Franklin Delano Roosevelt his start. The attorney handling the case, Pamela A. Mann, is chair of Carter Ledyard & Milburn’s tax-exempt organizations group and has 40 years of experience in nonprofit law.
“I found the best lawyer I could get,” Fisher said. “I’m standing up for what I think is right. Lowell Thomas can’t stand up. Colonel Norman Vaughn can’t stand up. A lot of people can’t speak up, but I can.” The Explorers Club headquarters, annual dinner, and an award are named for Thomas, a pioneering journalist and broadcaster who helped fund the club’s acquisition of the historic mansion that will now bear Discovery’s name.
Fisher’s letter describes the financial terms of the agreement between the club and Discovery, which include $1 million a year in grant money, $2 million to renovate the club’s Manhattan headquarters, and $300,000 annually for the right to add the Discovery name to that iconic building. All told, the deal would be worth about $8.5 over the initial five-year term, with a provision to renew by mutual consent.
That money comes with strings attached. Discovery would retain considerable control over how the $1 million in grant money for club programs and expeditions would be used. According to Fisher, the deal gives Discovery the right to film any expeditions funded by such a grant, and the exclusive right to “exploit that footage in any way, on any platform, at Discovery’s sole discretion”—a clause that could upend the delicate economics of modern-day exploration. As Fisher puts it, the plan “neglects the interests of a core constituency—those who monetize their expeditions through the production of film and TV to be marketed to National Geographic, film festivals, and theatrical distribution.”
The deal would also prohibit the club from working with competing sponsors, such as the History Channel and National Geographic, without Discovery’s consent. That provision has the potential to cut off current and future revenue streams, and could damage the club’s long-standing relationships with other organizations.
The $2 million for renovations will fund much-needed repairs to the club’s headquarters, and entitle Discovery to space in the building—including the office traditionally reserved for the club president, according to Fisher’s letter. “Discovery would have approval rights of the renovation plan and would oversee the project, essentially forcing the club to cede control of the iconic townhouse that is its main asset,” Fisher writes of the six-story Jacobean mansion built in 1899 by an heir to the Singer sewing machine fortune.
The Explorers Club acquired the building in 1965 with substantial backing from Thomas. Members filled it with artifacts from their wide-ranging travels: The massive globe Thor Heyerdahl used to demonstrate his planned Kon-Tiki expedition stands in the center of the foyer; the sled Robert Peary mushed to the North Pole (or thereabouts) hangs in a stately dining room; and hundreds of stuffed animals adorn the walls, including a lion shot by Theodore Roosevelt. Other notable members include Charles Lindbergh, Edmund Hillary, Tenzing Norgay, and astronauts Neil Armstrong and Buzz Aldrin. The Explorers Club flag they carried to the moon is among the club’s many artifacts.
The club maintains an extensive research collection, full of maps, journals, photographs, and scientific documents available nowhere else. The deal gives Discovery the rights to all of it, Fisher wrote. “It would do immeasurable harm to our club’s scientific standards to grant Discovery—whose reputation in this realm is lackluster at best —the exclusive right to monetize content from the club’s library and archives.”
The deal could lead the club into uncertain legal terrain. “The characterization of the deal by the board member spearheading the transaction as a ‘partnership’ between the club and Discovery is telling: It shows that the board has acquiesced to a deal that puts Discovery’s business interests on an equal footing with the club’s charitable mission,” Fisher wrote. “Mischaracterizing Discovery’s payments as donations when they are in fact payments made in exchange for the right to exploit club assets could also jeopardize the club’s tax-exempt status.”
Mann advised Fisher that the deal may be so sweeping that it requires member approval under state law—no matter what the club bylaws say. “My understanding from my counsel is that New York law requires that such a major transaction must be approved by a two-thirds vote of the Members and by the New York attorney general or a justice of the Supreme Court of New York County and cannot be approved by the board of directors alone,” Fisher wrote.
In his letter, Fisher asked members to give him their voting proxy for the club’s March 22 Annual Meeting, which would allow him to “take steps to raise issues about the Discovery deal.” If Wiese and his allies gavel down his protests, Fisher will attempt to call a special member meeting to address the Discovery deal. Under the club’s bylaws, a written demand by 10 percent of voting members would trigger such a meeting, “at which the members may vote on whether to approve the proposed agreement between the Explorers Club and Discovery Communications and to take such related actions as may be appropriate.”
It’s unclear how many proxies Fisher has received, or whether he’ll reach the 10 percent threshold. In a memo accompanying the letter, Mann stated that the letter was sent to all club members, but AJ spoke with some members who had not received it directly. “I got a copy from another member, and that member got it from somebody else,” Hansen says. Other members told AJ they received it via email. Mann did not reply to a request for comment and a call with Fisher ended shortly after he announced that he was calling “from the jungles of Belize.”
After the line went dead, one thought lingered from his letter: “Discovery’s slogan is ‘The World is Ours,'” he wrote. “If this deal is allowed to proceed, that world will include the Explorers Club.”
Top photo: The Explorers Club headquarters on East 70th street in Manhattan. Wikimedia Commons
The March 2 Fisher letter is reproduced below, followed by the January 15 Wiese letter.
CARTER LEDYARD & MILBURN LLP
Counselors at Law
Pamela A. Mann
2 Wall Street
New York, NY 10005-2072
March 2, 2020
TO MEMBERS OF THE EXPLORERS CLUB
Re: Attached Letter from Julian Monroe Fisher III
Julian Monroe Fisher III, a Fellow of the Explorers Club, has engaged this Firm in
connection with a proposed contract between The Explorers Club and the Discovery Channel. He has asked us to send his letter addressing this matter to all members of the Club. That letter is attached.
March 2, 2020
Dear Fellow Member of The Explorers Club:
I am a Fellow of The Explorers Club since 2000 and have carried the Club flag on six
expeditions to Africa. I am currently conducting exploration in Belize.
I write with a sense of urgency to inform you of an imminent threat that would tarnish the Club’s extraordinary historical legacy, call into question its reputation as committed to the dedication of scientific field research and exploration, and provide a frontal attack on two of our most valuable assets — the Lowell Thomas Building and the bond of fellowship, collegiality, and exploration which is our unifying DNA. We must act collectively to preserve our organization and its rich legacy or it will be too late!
As you may be aware, the Board of Directors of the Club is on the cusp of entering or has entered into a contractual arrangement with Discovery Communications. See New York Post article of January 5, 2020 and the biographical information for prospective directors distributed recently. The Members and, as I understand it, the chapter chairs and Honorary Directors, have been provided little, if any, information about the proposed transaction and have been led to believe that it is a simple and lucrative sponsorship arrangement.
Biographical information for a candidate for Director, however, referred to the deal as a “partnership” with Discovery. Based on information I have received, this is a far more accurate characterization. The deal as currently written would give Discovery unprecedented control over the Club and its assets—including its website, valuable Research Collections, brand name and intellectual property, and even its iconic headquarters. The transaction essentially amounts to full-scale acquisition of the Club by Discovery. Members must take action to prevent this deal from moving forward. Join me in demanding that the Board cease all further consideration of the deal until it fully discloses all terms to the Members.
We need to consider the full impact of the deal, as well as consider all other options and then vote on whether or not the Discovery partnership is in the Club’s best interests. The following are just some of the truly disconcerting terms of the proposed transaction:
1. Discovery to Acquire Naming Rights of Club Headquarters. For a mere $300,000 per year, the Discovery deal would allow Discovery to put its name on the Club’s headquarters. The building and its history are an iconic representation of the Club. It is named in honor of Lowell Thomas, the devoted Club member whose generosity helped make the building purchase possible. What is to stop this rebranding from extending to other Club events such as the annual Lowell Thomas dinner or Lowell Thomas Awards? This name change will dilute the Club’s heritage and significantly undermine its independence and allowing Discovery to put its name on the building is a right worth millions of dollars especially in New York City. Such a significant shift requires the input of the Members.
2. Discovery Will Control Renovation of Club Headquarters. Discovery originally offered to acquire the Lowell Thomas Building. Discovery is now said to be offering $2 million to cover the cost of repairs to the Club’s headquarters over the course of one year. However, those funds would come at a great cost to the Club: Discovery would have approval rights of the renovation plan and would oversee the project, essentially forcing the Club to cede control of the iconic townhouse that is its main asset. Discovery proposes to have a representative appointed to the House Committee. This term poses the real risk that Discovery will mold their plans for the building’s renovation to serve Discovery’s needs rather than the Club’s needs. What’s more, the deal would reserve significant office space (including the office traditionally used by the Club president) for exclusive use by Discovery executives. Discovery executives (and their guests!) would also have unfettered access to the Club’s Members-only areas. The issue of access by non-members to this area has already been called into question on other occasions. Having a “Members Only” physical meeting place for us and our guests fulfils a core mission of our founders and is particularly important as the Club’s physical capacity is strained by rental and public events. When I come from Belize, I want to know that the people I am meeting are fellow members who share my spirit of exploration and discovery. For the past fifty-five years, explorers have met at the Lowell Thomas building to discuss, plan and share their stories about their expeditions. The Discovery deal imperils this vital part of our heritage.
The funds needed for repairs can absolutely be timely raised from the Members, but the Board has rejected an offer from former presidents to pursue that alternative and has failed to pursue other options. The Board has allowed the building to lapse into disrepair and is now anxious for the Discovery deal to be the quick fix, regardless of the long-term impact on the Club.
3. Discovery Will Spearhead a Re-Design the Club Website. Under the deal as currently written, Discovery will have the right to redesign the Club’s website, further diluting the Club’s brand and undermining its independent identity. No doubt, Discovery is imagining millions of visits to the Club website and a huge volume of new member applications, which could completely change the nature of the Club. Little if any thought appears to have been given to protecting Members’ private information that is stored or entered on the site.
4. Discovery Will Exploit Expedition Footage. Discovery would provide $1 million per year in “grant” funds to the Club, but the Club will actually have little discretion or control over how such “grants” are used. Instead, Discovery would have joint input in selecting grant recipients and approval rights over any fund disbursements. Discovery would have the right to film any expeditions funded by a grant, as well as exclusive rights to exploit the footage in any way, on any platform, in Discovery’s sole discretion.
As I am sure you know, filming in remote parts of the world is very intrusive and completely changes the nature of exploration; in some cases, it may very well be contrary to the Club’s ideal of conservation and preservation. In addition, the quality of programing and reputation of Discovery are frankly not on par with those of the Club. Discovery is also known for cutting costs on unscripted productions. See: https://variety.com/2019/biz/news/discoveryproducers-series-deals-payment-schedule- 1203253772/. The administration of this “grant” program will confer a considerable benefit on Discovery and is unlikely to meaningfully advance the mission of the Club. It also neglects the interests of a core constituency—those who monetize their expeditions through the production of film and TV to be marketed to National Geographic, film festivals and theatrical distribution.
5. Discovery Will Have Rights to Research Collections. Discovery would have unlimited access to the Club’s library and archives and would be granted certain rights to use material from the collection in its programming and otherwise. The Club’s Research Collections are widely regarded as a trusted, scholarly resource for those interested and engaged in exploration and scientific endeavors. It would do immeasurable harm to our Club’s scientific standards to grant Discovery—whose reputation in this realm is lackluster at best —the exclusive right to monetize content from the Club’s library and archives. The Members must have an opportunity to vote on whether an agreement containing this term is in the best interests of the Club.
6. Club is PROHIBITED from Working with Competing Sponsors. Under the proposed terms of the Discovery deal, the Club would be prohibited from working with other sponsors — including the History Channel and National Geographic—without Discovery’s consent. This would obviously impact the Club’s ability to develop new sponsorships and affiliation and potentially destroy other sponsorships and long-term relationships with corporate and other partners.
The characterization of the deal by the board member spearheading the transaction
as a “partnership” between the Club and Discovery is telling: it shows that the Board has acquiesced to a deal that puts Discovery’s business interests on an equal footing with the Club’s charitable mission. Mischaracterizing Discovery’s payments as donations when they are in fact payments made in exchange for the right to exploit Club assets could also jeopardize the Club’s tax-exempt status. The term of the deal is five years with another five years possible upon mutual consent; during that time the Club could effectively become a subsidiary of a for-profit media company under that company’s thumb.
The current deal is an overreaching, one-sided proposal in favor of Discovery that would irreparably impact the Club’s assets, mission, reputation and legacy. It represents a fundamental change in its nature as a charitable organization focused on scientific inquiry and preserving the instinct to explore: a thrust to the heart of our core values and the intangible spirit of place and fellowship that bind us. To my understanding, the Board has sought no meaningful legal review of the deal’s terms, nor has it conducted any due diligence to determine if a more advantageous deal could be obtained.
I firmly believe that the Discovery transaction should be stopped until the Members have a true understanding of its terms and an opportunity to vote on them. This deal amounts to the transfer of control of a substantial portion of the Club’s assets to Discovery Communications.
My understanding from my counsel is that New York law requires that such a major transaction must be approved by a two-thirds vote of the Members and by the New York Attorney General or a Justice of the Supreme Court of New York County and cannot be approved by the Board of Directors alone.
Discovery’s slogan is “The World is Ours.” If this deal is allowed to proceed, that world will include The Explorers Club. The Club and its legacy have been built over the course of 115 years as the result of the input, experience and accomplishments of thousands of members; it should not be the purview of a few Board members to destroy it. I ask that you join me in demanding that the Members be given the opportunity to debate, consider and vote on whether to approve the Discovery deal is fair and reasonable and in the Club’s best interests, either at the upcoming annual meeting (by signing the enclosed proxy) or at a special meeting devoted to this matter (by signing the enclosed demand for Special Member Meeting)’ and returning them to Pamela at the following email address: [redacted].
Yours in Exploration,
JULIAN MONROE FISHER III, FRGS, FI ‘00
Because I am in the jungles of Belize, please sign each of the enclosed documents and send them to me do my counsel, Pamela A. Mann. Pamela has told me that, with signed proxies from members eligible to vote, I will have the ability to take steps to raise issues about the Discovery deal at the annual meeting. She has also said that, if I am unsuccessful in having the issue raised at the annual meeting, 10% of the members eligible to vote can make a written demand for a Special Member meeting, under Article IV, Section 5 of the Club’s Bylaws.
I, ___________________, a member of The Explorers Club, hereby appoint JULIAN MONROE FISHER III, FRGS, FI ‘00 to act as my proxy at the Annual Meeting of The Explorers Club on March 22, 2020 to vote on my behalf on any matters that come before the Meeting. This Proxy is valid through the conclusion of the Annual Meeting.
DEMAND FOR SPECIAL MEETING
I, ___________________, a member of The Explorers Club eligible to vote, hereby demand that a Special Member Meeting be scheduled by The Explorers Club at which the Members may vote on whether to approve the proposed agreement between The Explorers Club and Discovery Communications and to take such related actions as may be appropriate.
Letter to Explorers Club members from President Richard Wiese and members of the board, dated Jan. 15, 2020:
Dear Fellow Member:
You may have seen some recent stories in the New York media about a sponsorship opportunity with Discovery, and we recognize those stories have provided some inaccurate or misrepresented information. By nature, Explorers Club members are focused on scientific study and rely on fact-based documentation, so I fully understand that rumors amplified by these media stories can be concerning.
It’s important for you to know that we have a team of experts working on this sponsorship. Our Club’s most outstanding leaders including members of our Board, our Club’s attorneys (including expert outside attorneys), media and television specialists, communication professionals and tax experts – all working to make a potential Discovery sponsorship a beneficial relationship for each of our members. From our perspective, this team’s attention to detail, dedication to the Club’s mission, vision, and values, has been indispensable to Club stewardship.
At the root of any of our existing sponsorships is our ability to provide expedition funding for our members, advancement of our Club’s mission and support for youth activities and grants. This has always been at the forefront of what we do, and the epicenter of any Club sponsorship. That being said, as with any of our existing corporate sponsors, at no time would we ever compromise our mission, our vision, and the values we hold as a Club.
Contrary to the rumors – we are not selling the Club or renaming our organization. A Discovery sponsorship is not unlike our existing corporate sponsorships, but with one exception – we have negotiated the funds necessary for the much needed repairs to our historic headquarters. In return, Discovery will have access to only two offices within the Club that have always been earmarked as rental offices. We expect to get back to you shortly with more details which will significantly benefit our mission and our members.
Yours in Exploration,
Development Committee Chair
Dr. Janet L Walsh
Chair of Ethics and Governance