Some scary stuff going on in Michigan:

http://www.savesmrs.com/

If I'd know about this a little earlier, I certainly would have joined the group.

Jeff Terry

It's not too late. Joining today still has a number of positive effects.

Aside from helping them out by $25, it also takes the opposition that much farther from a majority. It also helps make the case that there actually is support within railway preservation for a museum in southeast Michigan.

And time will tell, but I don't think the opposition is done. They're pretty serious. So the more friendlies that vote - the better.

...it's not just credibility, IRM's bylaws were specifically written to prevent this sort of thing.

In order to earn the right to be a voting member of IRM, you have to volunteer as an "associate member", and then apply for "regular membership".

There is a 1 year probationary period, where the prospective voting member keeps a log of all his volunteer time, and volunteers in ALL the major departments for at least 1 day each. After the year is up, the board of directors reviews the prospective members log, etc, and decides if this person has earned the right to vote. This basically eliminates the possibility of "purchasing" of votes by individuals with no interest in the future of the museum.

Jeff

The SMRS bylaws were innocently written on a foundation of good faith: that a "member" had a fair interest in the railroad society and had its best interests at heart. Is that a flaw? You bet, but it was an honest flaw.

IRM has 40 more years of experience at this business, and in that time has seen many things, and has come to realize the depths to which people will go.

I've been reading a few bylaws in the last month. The fact is many museums, some as old as IRM, are vulnerable in exactly the same way. Their qualifications to be a voting member are simply not controlled in any way, so there is nothing to prevent a certified letter from showing up with a stack of "bought and paid for" memberships.

These takeover folks are operating in a lawless area, here's never been any real precedent in Michigan case law. There are a few national cases (notably SUSPS) but that's about it. There are no easy wins here. To mount a serious defense in this "lawless area" could easily have a 6-digit price tag -- for the SMRS. The other guys have unlimited pro bono legal advice.

Maybe they could contact the federal prosecutor in their area and ask to have the flood of new members investigated under some sort of racketeering or collusion laws. Even a leak to the news media to that effect might make some of the new members withdraw.

Another option is before allowing a vote to be valid, make each new member sign a notarized affidavit stating that they are not joining as a straw vote or collusion effort and that their membership has been paid for by them and they have not been reimbursed by another, and that they agree to a possible audit should racketeering or collusion is suspected. Throw in some legal mumbo-jumbo about racketeering laws and financial liability and it might scare some of the new members off.

I would have thought that the fact that the membership applications were tampered with by placing address labels over the original address would be sufficient grounds to deny the application.

Keep in mind that, in order to obtain/retain 501(c)(3) tax-exempt status, bylaws regarding membership in such organizations cannot contain discriminatory language/provisions. Sometimes organizations, in an attempt to be sure they are not inadvertently creating such provisions, adopt rather broad general language with regards to membership requirements. One must tread carefully in these waters!

folks,

This is not the first time this has happened.

The Pacific Southwest Railroad Museum in Campo, CA lost their facility to a profit making group of outsiders. The business ended up in court and happily the non-profit was restored.

See the spring issue of Railway Museum Quarterly for a report on the events.

Ted Miles

Actually, I've seen a variety of protective measures in railway museum bylaws. Jeff Delhaye described the byzantine process by which IRM qualifies voting members. Some outfits have each new member approved by the Board of Directors. Other outfits anoint active members into the "club" of people who can vote, either temporarily based on recent voluntarism, or permanently like IRM. Are any of these structures legal? We don't know! It's never been tested in court.

People have expressed a bunch of ways to stop it. Believe me, those conversations happened at SMRS. But when you're actually sitting in the boardroom (which I don't at SMRS, but do at WRM), you have to confront sad realities, not least that the opening gambit in any suit against a nonprofit is to sue all the directors personally. It may be reasonable to deny the sockpuppet memberships... but that feeds right into the opposition lawyer's hands, because now he has the opportunity to sue. And when he sues, his representation is free, but SMRS's representation costs $340/hour. Here we are establishing case law in this lawless new area, so it'll probably be six digits of expense. For the group, bankrupting the SMRS is just as good as winning.

Something even worse could happen. If SMRS took on the fight, and then stumbled in its defense for lack of legal resources, the court case could go against it. This would mean a new precedent is cast into law which is disfavorable to nonprofits. Meaning the Michael Milken's of the world start joining nonprofits in droves. And some other nonprofit would need to spent many times more to undo the precedent.

If I was sure the community would back up the SMRS with support all the way, I would say "fight the fight". Hell, if the community will back up SMRS, I'd match funds.

Heck with it! *stands up on soapbox*

I *WILL* match funds! Send money to SMRS's legal defense fund and I'll match it 1:1, within my means. (add a statement that they can divert it to general fund, land purchase or debt reduction once the threat is over.)

It seems to me that many organizations have multiple classes of membership, not all of which have voting rights. IRM has had non voting associate members, with BoD approval of regular memberships for a long time, at least back to the sixties, which is before the present bylaws were adopted. The continuing thread through it all has been that only those who actively participate should get a say in running the organization.

In the early seventies, two additional actions were taken. Fearful that a dynasty was about to develop, the membership amended the bylaws to impose a two term limit on board members, and since the BoD elects it's own chair (the president) this also served to limit the public figurehead's term. In addition, it was recognized that as the regular membership aged, many who had been active in the days when they had applied for regular membership had become inactive for years, and some were starting to mine this inactive membership for proxies. Rather than be disrespectful of the elder members by trying to revoke / reduce their membership status, the rules governing proxies were amended such that one was only eligible to execute a proxy if one had attended the previous meeting. That had the effect limiting proxies to their intended purpose, allowing a member to miss an occasional meeting, rather than becoming one of a large block of proxies that schemers could court to assemble a block of votes. If an inactive member should chose to become actively involved again he simply has to attend the annual meeting IN PERSON. The following year, one would again be eligible to assign a proxy if he couldn't make the meeting.

These next two weekends might be the last chance to ride South Shore Line car #1.

South Shore interurban car #1 will be a part of the fall foliage trains at the Southern Michigan Railroad Society in Tecumseh and Clinton MI. Trains run through the end of October on the weekends. Because the group is under attack from a lawyer and land developer, it may not be around next year, unless the elections go in favor of those who might save the line. I am not sure but maybe joining now can give you the opportunity to change the future.

By the way, the trackage around Tecumseh is very much like an old interurban, side of the road experience. At the town's commercial area it is almost like streetcar tracks. It would be nice if this museum could survive and present steam, diesel and electric railway experiences in a combination that just a few other museums do across the U.S.

O. Anderson

info:
http://www.southernmichiganrailroad.com/
http://www.savesmrs.com/
http://www.southernmichiganrailroad.com ... _flyer.pdf

Memberships absolutely will help! Even now. For a variety of reasons. Not least, it will help show that the SMRS is relevant and important to people all over the midwest.

Donations toward SMRS's legal defense will also help, obviously, and I will match them.


Yes, here are some pictures of downtown.
http://www.panoramio.com/photo/14381006
http://www.panoramio.com/photo/27026104
http://www.panoramio.com/photo/27026113
That rail, by the way, is stouter than I'm used to seeing at museums, it's over 100 pounds.

Not sure what the legal ramifications would be, but would the removal of the option of permanent proxies solve the problem, i.e.: proxies are only good for 1 meeting/vote and a new proxy permission slip (or what ever you want to call it) must be signed and dated for the new meeting that it will cover (with the disclaimer that no photo copies/digital reproductions allowed) or the member must contact the museum's voice-mail/e-mail (with a note that bulk e-mail will be disregarded) to give the permission at least 3 days prior to the meeting. This will at least slow down the speed of changes, since any proposed change to the bylaw to would have to be voted on to enter the bylaw modification process and a final approval of the new bylaws would be a second vote at a different meeting to give the voting membership to read the amended bylaws (or at least that is how it is done at our museum).

How about 1 proxy can only represent a maximum number of people, say 5 or 10 members (number only this high to allow one person to proxy for a family of individuals or small group of neighbors)?

I know it won't help with this situation, but have you included the wording in your bylaws that anything procedural not written in these bylaws will be handled per `Robert's Rules of Order' or something similar? This has saved us a few headaches about impasses not foreseen earlier.

Just a few thoughts,

Rich Cizik