aStatement from the American First Day Cover Society General Counsel to its members
Contact: Doug Kelsey, 520-321-0880
September 3, 2005

It has come to the attention of members of the Board of Directors of the American First Day Cover Society that one of the candidates who is running for the Board is basing his campaign on misinformation and seems to be unfamiliar with the facts and the law related to AFDCS Board of Director meetings. While it is completely acceptable to advocate open Board meetings with full knowledge of the facts and the law, it is improper to attack the integrity of those Board members currently presiding. It is improper for any candidate to imply that the AFDCS is deliberately withholding the results of their deliberations to the detriment of the society members or taking secret action not reported to the members, and that the Board members are failing to act in good faith.

The facts are:
1. No improper action has ever been taken by the AFDCS Board of Directors in my tenure as General Counsel.

2. The AFDCS is in compliance with Maryland law, our state of incorporation; our articles of incorporation; and bylaws. Everything is governed by our state of incorporation. An outside review by two Maryland attorneys has confirmed our compliance.

3. The results of deliberations have been reported to the membership in full. The society has a responsibility in the law and bylaws to report the results of the Board meeting to the members (the results, not the discussion). The AFDCS does this at the Americover Saturday morning business meeting (open to the public) and in First Days. Also, the officers face the membership at the Sunday morning Membership meeting (open to the public) to answer questions from members about any society matter including the results of the Board meeting. At that time, members interested in the issues discussed at the Board meeting are able to make inquiry of the officers. Actions of the Board are open to questions and scrutiny.

4. Any member who wants to appear before the Board of Directors can request to appear and have their issue included in the agenda.

5. Based on a thorough review of this issue by the Bylaws Committee, Executive Committee, Board of Directors, and two outside attorneys, and with the results of that review published for all the members to see in the December 1, 2004 issue of First Days on pages 42 and 43, the society has acted appropriately and responsibly in this matter.

6. In my tenure as General Counsel, I can certify that the Board has acted in accordance with the governing instruments of the society and reported to the membership the actions taken in the Board meetings in full and has acted in the best interests of the society.

7. As to the advocacy of open meetings, I expect this issue to continue to be a hot-button issue until everyone is familiar with the law and the facts. The reasons for closed Board meetings are not to keep secrets from the members, but to protect the directors so they can do their job: (1) To allow the directors the freedom, without intimidation or interference, to be frank and open with their discussions even if the discussions are uncomplimentary or unfavorable to another organization or individual and (2) to protect the directors from being misquoted, quoted out of context, being subjects of innuendo or editorializing, or being the target of someone with a personal agenda that is in conflict with the best interests of the society. This is important since the directors are responsible for what they say.

Signed
Allen Klein, General Counsel
American First Day Cover Society