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 Post subject: Re: self appointed board of directors
PostPosted: Thu Nov 07, 2019 3:52 pm 

Joined: Fri Mar 12, 2010 9:52 pm
Posts: 147
Location: Pittsburgh
Currently, we have twelve elected trustees and up to three appointed trustees. The former are elected by the members. The latter are drawn from the community and voted in by the seated trustees. Trustees are elected for three-year terms and can serve no more than three consecutive terms (i.e. nine years) before they must rotate off for at least a year. Candidates for elected trustee seats must have been a member in good standing for at least three years before being considered by the Nominating Committee. That committee is appointed by the President and is composed of one current trustee and two non-trustee members. (Full Disclosure: I, a non-trustee, am the Chair of the 2019 Nominating Committee.)

We get a good turnover in the trustee seats. Age-wise, we have good diversity with a range of 30 to 75, an average of about 55, and one-third of the trustees are under 40. We're making gains on gender diversity. Ethnic diversity is a harder issue to resolve.

The President is elected by and from the Board for a one-year term and functions as the Chair of the Board of Trustees. The President can serve a maximum of two one-year terms before somebody else gets to swing the gavel.

Currently, our bylaws are under review and the above may change. One likely change is to increase the number of appointed “outside” trustees so as to facilitate community outreach and involvement. The inclusion of “outsiders” has paid off well by bringing in skills the elected Trustees don’t have and providing perspectives we can’t see. Plus, they pretty rapidly become “one of us”, even if they don’t get greasy dirty in the shop or help run the railroad. It also becomes a means of increasing diversity. Outside trustees also help satisfy foundations who are reluctant to give grants to organizations that are perceived as little more than a private “club”. We’re not a club anymore.

/s/ Larry
Lawrence G. Lovejoy, P.E.


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 Post subject: Re: self appointed board of directors
PostPosted: Thu Nov 07, 2019 11:31 pm 
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Joined: Sat Jan 20, 2007 5:40 pm
Posts: 380
Location: Hamilton, Illinois
In our case (Keokuk Union Depot, https://www.keokukuniondepot.org), we are not a museum but a city-owned facility undergoing historic restoration as a community event center. We function with two "boards." The Keokuk Union Depot Commission, appointed by the Mayor with City Council approval, oversees ongoing operations; members must be residents of the City of Keokuk. The Keokuk Union Depot Foundation is a self-appointed 501(c)(3) organization charged with raising money through fund drives and securing of grants; directors can live anywhere (our president and secretary, for example, have their main residence in Massachusetts). These two "boards" work in concert to coordinate restoration activities and have some overlapping in their makeup. We do not really have a "membership" unless you would consider the voters of Keokuk, through the City Council, the "membership" (although no municipal funds are to be used in restoring the Depot). Obviously, our tie with the City of Keokuk makes our situation different from a privately owned museum or other facility. But the idea of having one group responsible for ongoing operations and another responsible for fund-raising (as a non-profit), with some overlapping in their makeup, might be a useful structure for a private institution as well.

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 Post subject: Re: self appointed board of directors
PostPosted: Fri Nov 08, 2019 2:58 pm 

Joined: Sat Sep 04, 2004 10:54 am
Posts: 1040
Location: Tucson, Arizona
rlsteam wrote:
In our case (Keokuk Union Depot, https://www.keokukuniondepot.org), we are not a museum but a city-owned facility undergoing historic restoration as a community event center. We function with two "boards." The Keokuk Union Depot Commission, appointed by the Mayor with City Council approval, oversees ongoing operations; members must be residents of the City of Keokuk. The Keokuk Union Depot Foundation is a self-appointed 501(c)(3) organization charged with raising money through fund drives and securing of grants; directors can live anywhere (our president and secretary, for example, have their main residence in Massachusetts). These two "boards" work in concert to coordinate restoration activities and have some overlapping in their makeup. We do not really have a "membership" unless you would consider the voters of Keokuk, through the City Council, the "membership" (although no municipal funds are to be used in restoring the Depot). Obviously, our tie with the City of Keokuk makes our situation different from a privately owned museum or other facility. But the idea of having one group responsible for ongoing operations and another responsible for fund-raising (as a non-profit), with some overlapping in their makeup, might be a useful structure for a private institution as well.


That's similar to our situation at OPT. The Southern Arizona Transportation Museum operates a museum at the former Southern Pacific Railroad passenger station, which is owned by the City of Tucson. However, SATM is a privately operated museum that operates at the invitation of the City, but does not receive any financial support from the City. In fact, they pay monthly rent to the City to occupy their museum building. That said, the rent is discounted since the City asked the SATM to set up a museum display at the station to begin with.

That said, the SATM has a separate Board of Directors to manage their affairs, but that Board is inferior to the Old Pueblo Trolley Board of Directors. The SATM Board nominates a candidate for the OPT Board annually. OPT is not obligated to accept SATM's nominee but generally does so as the museum (to date) has been well managed and operated. Basically, the OPT Board has oversight responsibilities for the SATM Board and does have control of the SATM purse strings, but would not be inclined to use our authority unless we were to see serious mismanagement going on.

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 Post subject: Re: self appointed board of directors
PostPosted: Fri Nov 08, 2019 11:50 pm 

Joined: Tue Aug 24, 2004 6:30 am
Posts: 682
train guy wrote:
Quote:
More than once I've seen a rail museum BOD become comprised
of non-railroaders with a non-railroad mentality toward running
the outfit.

Is this really a bad thing? Sometimes you need people on the board who have a business approach to running a museum.

You need a mixture of both. The group I've been with for a long time became an all business type board about two years ago, and now myself and other hands-on guys are starting to see the problems. They have no idea what the necessities are to keep an operating museum operating. They don't want to spend money on track maintenance, they want to sell of all unused land which was set aside for future expansion and future parking, they don't understand the regulatory red tape that is necessary to operate trains, the list goes on. That said, the railroad guys generally don't know how to find the money.


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 Post subject: Re: self appointed board of directors
PostPosted: Sat Nov 09, 2019 12:05 am 
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Joined: Tue Feb 20, 2018 7:08 pm
Posts: 146
Location: Alberta, Canada
k5ahudson wrote:
train guy wrote:
Quote:
More than once I've seen a rail museum BOD become comprised
of non-railroaders with a non-railroad mentality toward running
the outfit.

Is this really a bad thing? Sometimes you need people on the board who have a business approach to running a museum.

You need a mixture of both. The group I've been with for a long time became an all business type board about two years ago, and now myself and other hands-on guys are starting to see the problems. They have no idea what the necessities are to keep an operating museum operating. They don't want to spend money on track maintenance, they want to sell of all unused land which was set aside for future expansion and future parking, they don't understand the regulatory red tape that is necessary to operate trains, the list goes on. That said, the railroad guys generally don't know how to find the money.

Well said.

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 Post subject: Re: self appointed board of directors
PostPosted: Sat Nov 09, 2019 3:37 pm 

Joined: Sun Jul 20, 2008 12:21 am
Posts: 44
Well, in one case I know of, the BOD ended up
appointing, hiring, and paying a person
specifically to "find the money".

The only problem was that soon after being hired,
said person was loaded down with mundane day to day
tasks previously performed by unpaid volunteers, and so
never got around to "finding the money".


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 Post subject: Re: self appointed board of directors
PostPosted: Fri Nov 15, 2019 12:24 pm 

Joined: Mon Aug 23, 2004 3:01 pm
Posts: 1521
Location: SouthEast Pennsylvania
National Capital Trolley Museum in Wheaton, Md. seems to have the self perpetuating type of Board, that is, only existing members of the Board can vote in the election, and only for nominated candidates. The terms are staggered. In practice, a member of the Board appoints a Nominating Committee composed of Board members whose terms are not expiring, and they nominate the expiring members. New blood is appointed to fill vacancies when an existing Board member dies, some have been serving since 1971.


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 Post subject: Re: self appointed board of directors
PostPosted: Fri Nov 15, 2019 8:19 pm 

Joined: Sun Aug 22, 2004 7:25 pm
Posts: 1918
JimBoylan wrote:
In practice, a member of the Board appoints a Nominating Committee composed of Board members whose terms are not expiring, and they nominate the expiring members. New blood is appointed to fill vacancies when an existing Board member dies, some have been serving since 1971.


Jim,

Your statement is not accurate.

1. Our nominating committee normally includes one representative from the general membership.
2. Several board members over the years have been “new blood” from outside community representatives who have voluntarily rotated off the board after serving two 3-year terms.
3. Ken Rucker is the only board member who has died in office.
4. Our treasurer voluntarily left the board a few years ago.
5. Our newest board member is a 19 year-old business major from the University of Maryland.

Our nominating system has worked well for us for 15 years after we discontinued a cumbersome system of voting shares. It follows the practice of many of the local history museums in our area.

Wesley


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 Post subject: Re: self appointed board of directors
PostPosted: Sat Nov 16, 2019 2:16 pm 

Joined: Tue Jul 12, 2016 11:38 pm
Posts: 3
My model railroad club (a 501(c)(3) non profit) has a five person BOD consisting of the current and past four presidents. Officer elections are voted upon yearly by the membership, and one must be a dues paying member to vote, hold office or a BOD position. Traditionally, this has worked well; however, so few are willing to run for office now that BOD turnover occurs mostly when someone moves out of the area or resigns. This system might work better in a large organization.


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 Post subject: Re: self appointed board of directors
PostPosted: Sun Nov 17, 2019 11:07 pm 

Joined: Sun Jun 03, 2012 9:21 am
Posts: 17
Lots of good info on here guys, thanks for posting

It is for sure a balance, let too many non railroaders on and you'll become an amusement park. Do let some on to help the museum grow, which would help the community.

Glenn


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 Post subject: Re: self appointed board of directors
PostPosted: Mon Nov 18, 2019 7:26 am 

Joined: Sun Aug 22, 2004 7:19 am
Posts: 5763
Location: southeastern USA
Don't assume "non railroaders" will create an amusement park. Your mission statement should guarantee the purpose of your organization, which your BOD are obligated to support. Too many hobby railroaders OTOH will more likely cause damage through insularity and lack of financial acumen.

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Corollary: "He who does is doomed to watch those who don't repeat it anyway."


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 Post subject: Re: self appointed board of directors
PostPosted: Mon Nov 18, 2019 9:03 am 

Joined: Sun Jun 03, 2012 9:21 am
Posts: 17
Dave wrote:
Don't assume "non railroaders" will create an amusement park. Your mission statement should guarantee the purpose of your organization, which your BOD are obligated to support. Too many hobby railroaders OTOH will more likely cause damage through insularity and lack of financial acumen.


Yes for sure, need both.

Can the mission statement be set in stone? What would keep a board from changing it? Changing the by-laws?


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 Post subject: Re: self appointed board of directors
PostPosted: Mon Nov 18, 2019 9:43 am 

Joined: Thu Oct 08, 2015 11:54 am
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Location: New Franklin, OH
gcmiley wrote:
Can the mission statement be set in stone? What would keep a board from changing it? Changing the by-laws?

Nothing should be written in stone but neither your mission statement nor bylaws should be changed simply on a whim. Your mission statement should be broad but get the point across without being too detailed. Ideally, it should be one short sentence. Your bylaws need to be reviewed once in a while to make sure you’re not hamstringing yourselves in a changing environment. However, changing your mission statement or bylaws for the benefit of certain individuals or groups and not for the organization as a whole throws up a whole bunch of big red flags.

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 Post subject: Re: self appointed board of directors
PostPosted: Mon Nov 18, 2019 2:39 pm 

Joined: Wed Jan 20, 2016 1:15 pm
Posts: 646
Dave wrote:
Don't assume "non railroaders" will create an amusement park. Your mission statement should guarantee the purpose of your organization, which your BOD are obligated to support. Too many hobby railroaders OTOH will more likely cause damage through insularity and lack of financial acumen.


I do think non-railroaders can take an operation in a bad direction. If you want to be a year round seasonal special events center with cartoon characters, inflatables, and the like there are cheaper and more profitable ways to do that. I'm not sure how events like that fit into the mission statement of most operations.. the excuse I regularly hear is that it's a good fund raiser / advertising tool.


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 Post subject: Re: self appointed board of directors
PostPosted: Mon Nov 18, 2019 3:11 pm 

Joined: Sun Aug 22, 2004 7:19 am
Posts: 5763
Location: southeastern USA
You may not have figured it out CZ, but looking at the programming offered by some of the leading museums in the country it seems many others have. Why not ask them about it?

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Corollary: "He who does is doomed to watch those who don't repeat it anyway."


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