> Secondly, I'm pretty certain in most states
> it is a matter of law that corporations must
> hold an annual meeting of shareholders and
> members to elect their board.

It is the bylaws of the museum or other organization that requires the vote of the membership for its Board not state law. If a museum wants to provide its members the ability to vote, that is their choice but it is not required. There are many not-for-profits that have self-appointing boards - for better or worse. Once that power is given to the membership through the bylaws, only the membership may take it away.

> There's a very unfortunate tone in this
> thread that somehow an autocratic board will
> be something of an improvement.

> Personally, I doubt it. I believe that
> Churchill once said something on the order
> of :m democracy is the worst form of
> government, except for any other that has
> been tried.

> > membership organizations. If a museum's
> charter stipulates that it is the former
> (and it has 501-c-3 status), then is exists
> to serve the public. The responsibility of
> the board is to serve the greater good,

Two points: 1.) If you obtain a 501c3, you are NOT in existence to "serve the public" you are in existence to advance your "exempt purpose", whatever that might be. For example, prevention of cruelty to animals is a legitimate 501c3 purpose and that has very little bearing on the public in terms of the services and program goals.

The greater good is one of those nebulous concepts that gets bandied about-and is usually cited by autocrats.

Superheater@beer.com

> Two points: 1.) If you obtain a 501c3, you
> are NOT in existence to "serve the
> public" you are in existence to advance
> your "exempt purpose", whatever
> that might be.

Both not-for-profit state charter requirements and federal 501-c-c tax status explicitly state that there must be a public purpose to such an entity. This is particularly evident with state statute. What little case law I know relates to Illinois. In one instance, the Trustees of a substantial art collection held the collection in storage for decades and depleted the cash endowment on "overhead." The AG's office forced the donation of the remaining estate (cash and art)to a major local museum "in the public interest." A more recent case involved a local museum that intended to move its collection, with a very substantial endowment, out of state. The move was blocked by the AG and several directors were forced to resign. Locals now control the board and will display the collection "for the benefit of the citizens of Illinois." The IRS code also specifically states that a public purpose is necessary for exempt status, that activities must relate to the (public) purpose stated in the organization's charter and that when an exempt-entity is disolve, its assets must be conveyed to similar or governmental entity "for a public purpose."

> The greater good is one of those nebulous
> concepts that gets bandied about-and is
> usually cited by autocrats.

Professionally administered organizations and those with self-perpetuating boards have no monopoly on autocratic practices. The strength of the rail preservation movement has been primarily based upon the expertise of of both real and self-annointed experts. As likely as not, they have gotten impossible things done because nobody told them it could't be done. Nevertheless, the true-believers are just as stuborn, self-promoting, and ego-centric as those on a self-perpetuating boards. Its just that we've become used to the quirks of our fellow railfans and, more to the point, we will never willingly give up power--ever--even if were to be in the best interest of our organization, our core constituancies, or the public at large.

fred_ash@bankone.com

> Both not-for-profit state charter
> requirements and federal 501-c-c tax status
> explicitly state that there must be a public
> purpose to such an entity.

I don't think you understand my point. The context that was was used the post I was responding to seemed to imply that a the 501c3 had to have a direct, distinct public constituency. There are a great many organizations that have a public purpose-are clearly defined in the governing Treasury Regulations-such as those that "lessen the burdens of government"-or deals with preventing cruelty to animals. In such cases their activities serve the public indirectly, but their deliverable services do not go to the public-at-large.



superheater@beer.com