Since no one seems to want to be a Treasurer or Clerk for the F40PH Preservation Society it seems like getting a 501(c)3 is out of the question. I have been looking at alternatives what about becoming a 501(c)(2), or setting up a trust fund. I need to keep the organizations finances are not mine but the organizations and some how set it up so that people are guaranteed that all funds will go to the organization for railroad preservation. Unfortunately by the looks of things I am going to have to do this alone. I will continue trying to find members for the F40PH Preservation Society but I have to be open to the possibility that nobody in my area will join and it will be just me.

Rowan C. de la Barre
www.f40ph.org

You can incorporate in Delaware with just one person on the form. The tax exemption process does not require additional members. I started a non profit once with just myself so it is possible. We've since grown to have a board and members, but sometimes there is only one person with the vision to get things started.

You know, maybe you could do something like find a state where you only need one person to incorporate, though I can't imagine they would let the defined board of directors only be one. I think this is where you need to do a reality check - either your stated mission has no support and thus you cannot find anyone to join you so that the whole point of a non-profit is moot OR you and/or the message you are putting out is so unattractive that people will not participate. The alternative to a non-profit is to be a for profit corporation - you need only one person to incorporate in most places and don't need anyone else - of course you need to bring your own money into the corporation with you.

Keep in mind that "tax-exempt" and "non-profit" are two separate issues. While all tax-exempt organizations are non-profit, not all non-profit organizations are tax-exempt. Check out the IRS website (irs.gov) as it explains in depth the concept of "tax-exempt" organizations.

I think a bigger red flag would be that you can't find the assistance.

I hate to dissuade someone from following their dreams, but man, I think it's time for a reality check. I think you should really look into focusing your efforts within an existing organization.

My main problem is I don't have a good network, I am young (24), almost non of my friends are rail fans, so no getting some buddy together and forming a non-profit, the best network I have for this is the Shelburne Falls Trolley Museum where I am well known but F40PHs don't fall under what they do there. My other thought would be the Amherst Railway Society but I am not an active member. The mission statement is

"The goal of this organization is to preserve railroad
artifacts, equipment, and rolling stock especially any relating to the
EMD F40PH model locomotives, for historical and educational purposes,
and to educate the public about these artifacts and historical
information through collection, restoration, display, demonstration
and interpretation."

That's kinda what I was figuring. Being young isn't necessarily a handicap. Half of the executive board of the Conrail Historical Society is under 30 (but just barely).

I wouldn't worry so much about your legal standing at the moment, I think, if you're serious, your first priority needs to be on building your network. Try and get people interested in what you're doing, find like-minded folks, and build a base of support. Saying "anyone want to be a corporate officer" isn't quite the same as saying "want to come by the museum and view a presentation about something important".

That's the way you've got to start.

Networking through existing groups may prove to be quite helpful. If you're serious, getting involved with the Amherst group might be a good idea. If nothing else, it'll give you some more experience and introduce you to more people.

If you can't find a treasurer within the organization, my I suggest going to a local accounting firm and asking for a volunteer. We've done that on at least two occasions and it has worked out well. An accounting student would probably be eager to get some experience.

There is an Amtrak historical society. Have you gotten in touch with those guys? What you are doing is akin to trying to save an E8 in the 1970's. You need to find the right people to get involved. There are so many subcultures within the rail enthusiast realm that your men are out there, it's just a matter of connections.

I concur that if you can't get a full slate of officers then its probably a non-starter.

You don't need to be incorporated to get a 501(c)(3) letter; but I can't imagine for liability and continuity of live that any other permissible form (association) would be desireable, but you need an attorney.

Forget the idea of "getting cute" with a 501(c)(2), IRS CPE material indicates there's about 5,000, and it needs to be a subsidiary of a non-profit.

http://www.t-tlaw.com/tx-02.htm

What you've been proposing is a fairly big undertaking, if you can't get anybody willing to serve as an officer, then getting people willing to raise funds, acquire a locomotive, find a place to store, display and all that other stuff is probably not going to happen.

Without intending any insult, this is exactly what's wrong with this avocation, people want to figure out a way to start a new organization with a narrow focus, rather than persuading an existing organization to share their interest. Don't reinvent the wheel, join an existing organization, share your passion and persuade others to share it-with you. If you can't form friendships and persuade new friends to join you-forget getting strangers on board.

PS use the term "tax-exempt", "non-profit" is a misnomer that connotes all sorts of silliness. Even in those cases where "non-profit" is valid; it means no stockholders expecting a return; so its should be "no individual profit". No organization is "non-profit", if it is, its not going to last and there's no point to organizing a "non-profit" unless its a valid charity with a tax exemption.

There are so many subcultures within the rail enthusiast realm that your men are out there, it's just a matter of connections.

Tom's right. Have you seen the yahoo groups devotions? You name it; there's a group.

Cabooses, Critters, Cab Units, Baldwin Diesels.. just a couple I get...

If you can't find a treasurer within the organization, my I suggest going to a local accounting firm and asking for a volunteer. We've done that on at least two occasions and it has worked out well. An accounting student would probably be eager to get some experience.


If you are getting a licensed professional (CPA), the risk is probably small, but unless your organization is really small and simple, you don't need an accounting student gaining experience (another term for experience is screwing up), lacking interpersonal skills and maturity, and proven integrity. Nobody who isn't a known quantity should serve as an officer; I dealt with an organization a while back in my job (military fraternal) where a new member came on board, wowed the existing membership with effort and enthusiasm, and absconded with enough to cause them to bounce checks-which is where I came in....

I started out at a young age wanting to preserve industrial history, yet I could find no one in my area also willing to assist. So I formed a Delaware non profit corporation and proceeded to go it alone. Guess what? Fifteen years later that group now has a "real" board of directors, owns real estate, over 400 tons of equipment and is in the process of constructing a 4,000 sq. ft. steel building to house it all in. We've spent well over $150,000 thus far on the project.

So don't let the lack of participation at this stage of the game deter you. If you have the drive and desire to get something done then you will find a way. Besides, most of the great achievements in America was done by ONE person with determination, and not by a "group" of moderately interested people.

But it takes more than determination. A lot of people think social skill comes naturally and they were born with it. Wouldn't that be nice :) Nope, it's a skill and like any other it must be learned. Railfans in particular seem to have trouble with this notion.

Anyway, have you seen this?
http://www.nctrans.org/restoration_proj ... k_shop.php
Scroll down about four pictures.

In my case it is existing organization that have the narrow focus that is my problem. And would that have been a bad idea, after all I don't want to get a F40PH like this E9 http://railswap.org/cb/cl/classifieds.c ... =retrieval instead of waiting for it to become historical and end up with something like this or worse why not be proactive?