SMRS has election inspector. Election November 14.

thatcheb · **Joined:** Wed Oct 25, 2006 9:06 pm **Posts:** 7

I haven't seen this aspect regarding SMRS discussed anywhere, so I'll ask the question:

What is SMRS's status with the Surface Transportation Board? Did it request and obtain a certificate as a common carrier from the ICC when it purchased the line from Conrail? It's standing (or lack thereof) as a regulated common carrier might have a bearing on it's ability to withstand local litigation or property encroachment issues.

Also, when was the crossing at Raisin Center removed? I remember reading some chatter a while ago about how Norfolk Southern "illegally" removed the crossing. SMRS's status as a common carrier might be relevant.

Bob Thatcher

Heavenrich · **Joined:** Mon Aug 23, 2004 11:07 am **Posts:** 630

I think the crossing was removed before they started -- I rode their line circa 1982 before they started running tips for the public and it was about far as we could go.

There may be a real legal problem with acceptance of new members and whether the ballots were legit.

Bob H

Stationary Steam · **Posted:** Sat Nov 28, 2009 8:39 pm

If the bylaws do not state in which form dues money is to be accepted, then by what standard can the wiring of funds be considered improper?

I think the SMRS needs a legal defense fund! Solving those issues could take years.

thatcheb · **Joined:** Wed Oct 25, 2006 9:06 pm **Posts:** 7

This episode may be lesson for ALL nonprofits to re-examine their bylaws and other important documents related to their corporate structure. Also, make sure that they are reviewed by an attorney with some nonprofit experience - not just anybody with a shingle.

In the interest of full disclosure, I stepped down as President of Bluewater at the end of 2006. I forgot to update my default signature for this forum.

Bob Thatcher

Jack A. Siffert · **Joined:** Mon Aug 23, 2004 5:11 pm **Posts:** 373

Our bylaws clearly State that in order to vote on bylaw changes, officers, board members or anything else of importance you must be an active member. To be an active member you have to have worked at least 60 hours on fund raising activities in the previous calender year to vote.
This may keep a few members from becoming active but it does keep problems like this at bay.
Yes it has been approved by an lawyer specializing in Non-profits. We had and still have problems with property owners and this policy keeps them from pulling a stunt like this.

o anderson · **Posted:** Wed Mar 17, 2010 12:02 pm

As reported on the Flimsies, the final vote is in. The current leadership group stays the same, however a new court challenge by Mark Dobronski, the president of the Adrian and Blissfield, will at the very least, add to the legal bills and delay any action. I hope the SMRS can survive this and thrive this year on out!

The article:
http://www.lenconnect.com/news/x2034406772/Votes-tallied-election-unsettled-for-Southern-Michigan-Railroad-Society

Here is a response to the article by "mstein609"

Quote:

If Mr. Dobronski is truly motivated by a selfless concern for the well-being of the railroad, he's picked a funny way of showing it. For starters, instead of contributing money, he's bleeding it by subjecting it by making it pay large legal bills to conduct an election inspection to put him on the board. Now that it appears he's lost that challenge, he's going to bleed it further by suing to get his way. The message he's sending seems to be: if you don't let me save you the way I want to, I'm going to make absolutely sure you're destroyed!

If his vision for the organization is so clearly superior, why was he not able to persuade the prior membership to elect him to carry it out? Why does it seem that virtually all his votes came from the same interests that had previously tried to invalidate the railroad's land ownership, apparently with a view to grabbing it (or at least winning a permanent easement) for themselves? It seems clear which local businesses Mr. Dobronski is aiming to have better relations with. However, if Mr. Dobronski intends to run SMRS with the same long road blockages he recently subjected Adrian to with his own rail line - well, if that's his idea of improving relations with the community, I'd hate to see what he'd do if he were deliberately intending to annoy the businesses whose customers couldn't get to them due to the blockage.

Having read Section 421(5) of the act Mr. Dobronski is appealing to, I find it clear and unambiguous that the law did not intend to exhaustively list the ways in which a member not present in person may authorize a vote to be cast on his or her behalf. As a member of SMRS, I executed a signed document with the intent to direct any officer of the organization conducting the election to enter my votes for directors and on the bylaws in a specific way. To my mind, it constitutes a restricted proxy that directs the officer(s) conducting the membership meeting to vote according to my wishes, but abstain from any matter on which I have not given explicit instructions. Mr. Dobronski says that I should be disenfranchised from this election, yet puppets recruited by people with a clear private financial stake in the organization's assets should have their votes counted. This is not what I would expect from someone who believes in fair play and democracy. It's what I would expect only from the kind of person who believes in getting his own way by any underhanded trick he can think up. I did not vote for Mr. Dobronski. If he thinks he's given me any reason to change my mind since then, he's sadly deluded.

I believe in the maxim that actions speak louder than words. So when Mr. Dobronski says he's trying to help SMRS, I'm not going to call him a liar. In my book, his own behavior does that far more convincingly than I ever could.

robertmacdowell · **Posted:** Wed Mar 17, 2010 8:33 pm

This lawsuit is very interesting to any railway museum which votes by mail. Our recent survey suggests it's a broad majority of us. His legal filing says the following:

"8. SMRS is of the position that its bylaws permit a member to merely mail in a ballot without attending the meeting in person or by proxy."

He, obviously, disagrees: "A member must have been present in person or by proxy to vote in the election held at the meeting."

His argument is essentially that State law neither contemplates nor authorizes mail-in balloting. Michigan problem? Check your state law. California doesn't either.

He makes a hell of a legal argument. There are several rather fundamental things wrong with his argument, but other than that, he says it very, very well. You can see the legal filing at http://www.savesmrs.com/

Here's the irony. In a dozen days, I'll be presiding over the BAERA/WRM annual election. I'm up for reelection myself. I don't expect to win. If his argument were right, given who attends this meeting, I'd surely win. As the president, my opinion: mail in votes count, and I will happily sacrifice my own power to protect my voters' right to vote their minds in secret ballot.