Why not take the approach I did when I wanted to raise serious cash to buy the property that is now the Youngstown Steel Heritage Museum? I put my life aside for four years, moved to Columbus and got a conductors job on CSX. I lived cheap and socked away as much as I could to afford to buy the land and get the project kick started.

How bad do YOU want this RCD? Do you want it bad enough to give up a part of your life to get it? You are young. If you have a good work ethic and are willing to do what it takes, you can raise some real money in a short period of time by getting a job in a high paying in demand field. I know two people your age, one just got hired by NS as a conductor and the other is now a union crane operator. If both of them gave up their personal lives and hit it hard for a year or two they would have enough money to buy an F40. you could do the same if you really wanted to.

Coming here to RYPN looking for money is never a winning solution, because each of us here already has our own pet project that we are contributing heavily to.

BTW, we run our "pet project" by this F40PH at LTEX occasionally. Its for sale. Now go get some training, get a good job and go buy it! But don't wait too long, because LTEX is doing this at the other end of the complex.

Rick's advice is another sound alternative. But when he says



I think RCD is coming here more for advice than he is for money. I just wish he'd decide to take some of it, and then act on it. He now has a place to put the locomotive, a guaranteed amount of technical support including blue-card maintenance (and I hope he appreciates the importance of that for an operating preserved locomotive!) and the basis of a support network that can help him with many aspects of a physical restoration. In my opinion that's worth far more than thousands of dollars just thrown at a project -- even if 501(c)(3) deductible.

His name is easily found in the corporate documentation for which he provided the link.

I would prefer that posting be done for help and advice, not personal 'naysaying'; I don't think anyone in the preservation community needs more about RCD's history, or will benefit in any real way from being 'warned' about it, whatever it is. I'd prefer that we stick to positive approaches that might actually enable RCD to work through 'saving' an F40PH. Even if at times that is painful.

It's easy to ask for advice while unconsciously naysaying everything you hear, so make a point to not.

Momentum is your friend, inertia is your enemy. You need to get things "off dead center" and what concerns me is the stasis in your corporate paperwork. Like I've been saying, discard the corporate shell that did not file its 1023EZ within 27 months, because that is weird, and 'weird' will hang you up really bad with the IRS. Change the name slightly, same Board, copy/paste bylaws, fully prepare your 1023EZ (except for EIN), raise the filing fees and then, in one fell swoop, BLAM incorporate it, grab an EIN and drop the 1023EZ in the same DAY. I keep hearing these CPAs who can get a 1023EZ approved in a few weeks, I'd really like to see that feat.


Well I'd be careful not to be too harsh on that point... what I hear is for a lot of youth today, getting employed is HARD. The economy is in the throes of reforming itself around a new model that is far from the "industrialist leading large labor force in fixed facility". I know people who blend freelance web design with driving for Uber. It kinda helps to be a tech geek, because there are jobs and they can push over a wire.

But yes, the idea of "tithing" a significant fraction of your work is a very good idea if you want your dream to happen. IRS limits your charitable deductions to 50% of gross income, and my goal is to cap that out. My inspiration was Loring Jensen, who willed most of his estate to the Western Railway Museum's endowment and Carhouse 3 -- but here's the important part -- never lived to see the benefit of it.

The starting of a new organization is something to think about, however how would we go about doing that would we start a new organization while the other one still in place and nix it after the new one gets incorporated? The treasurer had to jump through all sorts of hoops to open that bank account as the bank wanted tons of notarized paperwork (would it be worth it to do it again)? I would have to run it passed the BOD first before taking such steps. Also to clarify I never came here asking for money as I am sure you all have projects of your own that could use more funding, I just want to draw from the vast amount of knowledge on how to set up and run a effort to save a F40PH, and maybe some good ways to remove rust and polish brass fittings but that is for another thread.

You will have to decide which is the lesser of two evils-

The effort to start a new corporation in order to 'easily' file your 1023EZ

Or the effort to go thorough the IRS well after the fact to get your 1023EZ, if you even can by now.

Surely the treasurer can set up a meeting with his branch manager, explain the situation, and find out exactly what documentation, made to exactly what people's attention, needs to be done in this situation. I'm sure it would be less, perhaps much less, than was required to set up a new account with unknown bona fides.

Equally surely, the bank will have at least one person per branch who is licensed as a notary public, and who will notarize all the required documentation (including any that goes to outside agencies) free. All the banks I have patronized in the past few years have offered this (and free fax service, too.) Has the treasurer not asked?



According to your filing in Massachusetts, you are the sole director. That does not indicate there would be any legal difficulty either scheduling an extraordinary meeting of directors or arriving at a conclusion on the steps to take.

If the situation with number of directors has changed, your official renewal for 2015 must reflect this. You may have the option to declare 'directors are the same as officers' if you want the officers to serve as the BOD. If there is a fee to change this detail, it's another reason to consider forming a new organization.

Yup, they can overlap. When the IRS asks if you are a "successor organization", say NO. That does not apply to you because the first organization is not a nonprofit and hasn't done anything.


With the old corporation's Board's permission, it could temporarily handle finances for the new corp. If it does that, it shouldn't do anything ELSE.

Generally, no one cares who pays them. The only exception is the $400 nonprofit application check to the IRS, you wouldn't want some IRS guy hanging up on a subtle difference between the name on the check and the name on the 1023EZ. Best answer is have the check come from an INDIVIDUAL or a bank check.

If you kept the old bank paperwork, you don't need to reinvent the wheel, just alter it with the new corporation's name, EIN, dates, directors, and new signatures.

Pro tip, if the bank wants to see resolutions in your minutes, have a "double meeting" that day - the first meeting solely to approve those resolutions, then adjourn, close those minutes, and start a new meeting and minutes for all your other business.


Technically you wouldn't HAVE to, since the new corporation is a totally different organization that does not answer to the first. However in practice you would, since I presume you'll seat the same Board and you'll need their permission to do that.