I believe he has been the Executive Director for about 8-10 years, and on the Board of Directors for 10-12 years, based off of my rough estimate. Long enough to make a change or two.

Then again, if you do a poor job and your employer (The Board of Directors) doesn't seem to care, why would you be ashamed to show your face as long as your paycheck kept coming every two weeks.

Dave, I couldn't agree more. The specific organizational identity is something that the organization with which I am involved has been trying to set up. Not only to define the mission and direction of the museum, but to distance it from the stigmata of the "hobby club," which tends to put a damper on high level fundraising. This, in our case, is being accomplished by establishing a Board of Trustees (as a governance board, not an operating board) made up of local professionals (public and private sector executives and community leaders), as well as hiring an executive director.

The biggest obstacle has been the "club of guys" that you mention. We (as well as other organizations that have created separate museum organizations, I'm told) have a vocal minority that seems to struggle with the concept of ceding control for the good of the both the parent organization and the museum. Hopefully this will go away as the organizational changes bear fruit and prove their worth.

Andrew Durden
Atlanta, GA

Here's an idea, Andrew, which you might want to discuss......

When you carefully select your ED, and contract with that specific person for the most pressing need at the time (development would be my guess) it might be good to include a membership vote of confidence as well as a BOD appraisal in their performance review, and as a requirement for the contract to be extended. That way of the membership believes the BOD and ED are not acting in the organizations best interest, at least the ED will not stick around, and the BOD will be forced to reevaluate their position before hiring a new ED.

I've found that as organizations mature and evolve, critical skills in one phase may not be those required in the next, and a successful ED should work himself out of his job when somebody with the next batch of critical skills is required. If he doesn't, he isn't doing his job and making the organization progress, and should be summarily dismissed for incompetence.

dave

Anybody happen to know the railroad and car number of the boxcar in Dean's photo? I know that KRM has a number of boxcars in their collection, but since they furnish no roster info, it's hard to know exactly what they have. Thanks.

Les

Not to side for anyone, but if you look at the history of most "tourist railroads" that have been in operation for 30-40 plus years, they all have had their bouts of dysfunction and corruption.

Just of the top of my head, I can name several in my neck of the woods who have teetered on the brink of oblivion...

Black River and Western is the most recent...if not for the Trust, there would be no tourist operations, let alone a return to steam in 2012.

New Hope & Ivyland (was about to be liquidated in the 70s, 80s and 1990's, nearly collapsed again in the mid 90s AFTER the buy out)

Wilmington & Western (shed a good amount of their "collection" just to make payroll in the late 80s, with malice intended people trying to "take over" for their own benefit...only to rebound and get on solid financial and physical foot...in quite timely of fashion. The Flooding they sustained just once, let alone twice, would have put them completely under if it had happened in 1989-1990.)

Wanamaker Kempton & Southern (nearly went belly up in the 70s/80s, took a long time to recover, but they have done so quite nicely)

Buckingham Valley Trolley Association...they had their share of ups and downs losing their operation locations and equipment for various reasons (head butting and strategic/financial) over the years, but have reorganized nicely (at least from afar) at their new location.

There are examples of many that never made it back...too many to list actually.

Let's face it, most start ups like KRM and all those listed above, were basically to play trains for those retired from the job and maybe make some cash and buy more stuff...the real preservation movement part really only took hold in the 90s, save for a few places who truly intended on historic preservation from the get-go.

Is there hope for KRM?...sure, if the right people make the right moves.

A railroad museum is eligible for nonprofit status; a tourist railroad is not. If nonprofits engage in ineligible activity, then the question is "what fraction". If it's a small fraction, you pay "Unrelated Business Income Tax" on the proceeds. If it's large, then you lose your non-profit status. Goodbye grants, goodbye fundraising, your executive director becomes a general manager.

Speaking of law, I am skeptical of "suspending bylaws". Bylaws are like Free Speech - when they are controversial is precisely when they matter.

Dave, Andrew and Junior... Clubs, dsyfunction and crisis management - yes I have seen far too much of that. It seems to be a "vicious circle" that is very difficult to exit. Mistakes of the past are not even recognized as mistakes, but as NORMAL. I know several institutions which got in a death spiral on their regular season, cut publicity, ridership dropped, cut publicity more (less money), ridership dropped more, cut service, ridership dropped MORE, cut service MORE to the point where there's nothing left to promote. Crews won't run the trains "no riders" and publicity can't get the riders "no trains". Catch-22.

Which is why there's continuous dysfunction.

I would be too if the BOD of your organization wanted to suspend the bylaws to deal with a "crisis." Why give the people that created the crisis more power? Then again, only one KRM member voted against the suspension of the bylaws, and I couldn't attend the meeting. I did get the notice for the special meeting and all it said was that the BOD wanted to talk about "the museum's future."

While sad to watch, in some ways, the remaining active KRM membership gets what it voted for. Maybe the rest of us can learn from this.

To borrow a phrase from the late Robert Novak, you should love your museum/preservation organization, but you shouldn't trust those who run it. Be skeptical, ask questions.

Hmmm. Last I checked, Historic Red Clay Valley, the non-profit that owns and runs both the Wilmington & Western excursion operation and the negligible, token for-profit "freight" operation that switches a brickyard at the junction, has divested itself of basically all its non-railroad holdings and missions (such as the Greenbank Mill), has no real "museum" building in that sense of the word, and is still a non-profit......

http://www.wwrr.com/hrcv/default.aspx

It sure isn't a "museum" in the way any of us use the word..... and I'm sure if I put my mind to it, I can find similar examples elsewhere.....

Sandy, you have not been up to Wilmington in some time eh. The Wilmington and Western does indeed operate the Red Clay Valley Visitors Center and Museum in the historic Yorklyn Station building. It is open and free of charge during times when the W&W is running it's regularly scheduled trains.

The 80's were a rough time for the W&W. In 1981 the Chessie stopped renting them tracks on weekends. They had collected way more equipment than they could ever take care of, and had a slim number of volunteers. For one whole summer a total of about 10 volunteers made the trains run. We ran shuttle trains between Greenbank and Marshallton and gave tours of the shop and charged something like $1.25 per ticket. And lastly there was a lot of strife within the leadership of the organization. Today the W&W is a major success story; ownership of the tracks, small paid staff, equipment in great shape, and a new station, shop, and offices have been constructed. There was a lot of pain and yes, some good stuff went to the scrap man while other stuff was sold off, but it was a major turn-around, and while there are no guarantees, it's safe to say the W&W's future is as secure as the best of organizations.

With all of that being said, KRM can probably pull it off as well.

I don't argue that the W&W/HRCV is a success. What I'm saying is that its core mission is, and has been since its founding in 1965, operating an excursion railroad, and that any "museum" aspirations/operations have been secondary at best and insignificant--in relation to the excursion operation--at worst. And it's still a "non-profit."

There was a potential for a nice industrial-technology museum at the old Yorklyn NVF mill, but it looks like only one of the historic buildings will be saved for that purpose, with much of the rest of the "Superfund" clean-up site being demolished or being reused for commercial development......

Well, though we are going a bit off track, if you look at the Red Clay Valley, as it is today, and look at it as was in 1950s when the Marshall's first took interest, not a whole lot has changed, and that is in very large part DUE to the efforts of the HRCV, directly or indirectly...and its mission has been to preserve the Industrial Heritage of the Valley, through education offered by the operation of the Railroad. Yes, that is its core operation, but by no means its only objective.

The Greenbank Mill was spun off due to the strife within as to how the Mill would be operated after the fire, (remember it was STILL a business when HRCV owned it pre fire) That Fire tself would have been the death blow to that building and grounds had HRCV NOT been involved...The spin off Organization may not be tied to HRCV (and that is debatable), but it was HRCV that started them in action.

The Brandywine Amusement Park has been cleaned up and interest taken in uncovering it and preserving its heritage, indirectly due to the Operation of the W&W and the leader of the group documenting and doing the digs and cleanup has worked very closely with the HRCV since the 1990s....

The NVF Yorklyn site, while indeed changing, would otherwise become completely a development, if not for the indirect work the HRCV has done to work with the State to preserve it (lets face it, the HRCV does not have the resources to BUY let alone CLEAN UP that site, which by the way, they did contemplate doing)...which the NVF Company had really let go in the last 20 years. There is a lot of land tied into that site, not just the buildings around the Railroad.

The Auburn Heights, now a STATE PARK, that operation is staffed mostly by HRCV volunteers, with increased help from the Community. Had the HRCVs volunteers (who were mostly BOD's and Railroad Operations Crews) and Tom Marshall not had the foresight to get that place publicly up and running again in the mid 90's and literally DRAW riders from the W&W up there to regain community interest before Tom's donation, that would just be another prime development plot of land... again, an indirect and direct impact by the HRCV...

The Wooddale Covered bridge was destroyed twice - once by fire, once by flooding...do you think the state would have paid to rebuild it both times as a covered bridge without the HRCVs interaction?...

Barley Mill Stable was going to sell off a large portion of land on both sides of the Barley Mill straight away for home development in the late 90's...HRCV was a major player in getting that land preserved...

Sure, they are not physically preserving all these sites on their own, and that is a Good Thing, since they would not be able to do so financially and physically and that would put each in jeopardy, but they are a key player in setting things into motion and have been since 1959, and their mission to preserve the Valley is still on going.

All of that said, the State did make them and official OPERATING Museum a few years ago, because of their impact on the preservation of the Valley and the History of the PRE 1959 Railroad, and the history made since 1959....not to mention their preservation of historic Railroad Equipment, with 8408 having direct ties to the then Industrialzed Valley from day ONE of said locos existence, and others with a now 50 year tie to the Valley through heritage operations. Their impact with just the sheer number of volunteers they now have, mostly from the community surrounding the Railroad, has also played a key part in spreading their message and mission. The Railroad was what built that Valley, and their continued operation is KEY to the Valley's preservation.

And then yes, as Tom stated, there is the Red Clay Valley Museum, established in the late 90's, inside the Yorklyn station building at Greenbank, which has information, many historic artifacts, dioramas, related to the Valley, and staffed by volunteers.

And the freight operation?...(it is completely separate from the HRCV with, I believe, 5 shareholders, whom most are not involved with the HRCV anymore) That operation is required for them to remain a recipient of DelDot funds for improvements and Federal dollars available only to businesses, not non-profits, for repairs and up grades which also preserves the heritage of the valley directly tied to the Railroad...and besides, it has been a freight railroad since 1872, which ties into its industrial heritage.

Is the HRCV the Smithsonian?..no, but collectively, it sure adds up to a large amount of history and preservation in one little valley that would be otherwise forgotten had it not been for those trains... they do earn their non-profit status.

You haven't been there in a while, so yes, you aren't aware of their BOD's actions within and outside of the Trains...there is more than meets the eye. Their best work has been in the last 20 years, which is also after the dysfunction and mayhem was stopped and corrected.

Anything is possible if people stand up, KRM needs people to take action to stop whatever it is that is going on to mess it up.

Another successful example is TVRM, which has even dropped the "Museum" part of their corporate name for public consumption, and calls itself the "Tennessee Valley Railroad". TVRM is one of the few not-for-profit railroad museums that actually went through bankrupty. Once they got out of bankruptcy they apparently decided to concentrate on excursions almost exclusively. From my point of view there is nothing wrong with taking that approach.

Uhhh we've never dropped Museum. http://tvrail.com/ look at the header bar of your browser, should say Tennessee Valley Railroad Museum very prominently. There was a period of time where we were known as "Tennessee Valley Railroad & Museum" though.

Could just mean IRS hasn't come around on them yet.

Or I am wrong; tourist railways are all charitable, and a LOT of taxes are being paid for no reason. I certainly wonder why some outfits, such as Strasburg, Jacobson, EBT etc. insist on remaining for-profit when their activities are plainly charitable. I assume the issue is control.


If the suspension was done by the body of authority capable of amending bylaws, then it's legit.
Is it legal to amend bylaw via live vote at the membership meeting? If so, was the membership properly noticed of the upcoming vote? These are questions only answerable by review of the relevant law.

Which are, in order of precedence:
1. Federal laws and regs - notably IRS rules
2. State Law
3. Bylaws
4. Board action or other thing permitted by Bylaw
5. Whatever parliamentary procedure you name specifically in Bylaws, i.e. Roberts Rules of Order
6. Whatever parliamentary procedure your membership, acting as a collective, agrees to
7. Whatever parliamentary procedure state law imposes by default on informal collectives
Yes, they are all laws. Bylaws are laws.

Each level of precedence can defer downward. For instance
* STATE law says proxies are allowed, unless bylaws say otherwise.
* BYLAWS are silent on the question of proxies, but includes Roberts Rules of Order.
* ROBERTS prohibits proxies, and says including Roberts is the same as prohibiting proxies explicitly.
What is the correct answer in this case? Are proxies are permitted or prohibited?

What court handles this? The deciding court is the Board of Directors. The first appeals court is the local courts, but it will only get there if a voting member drags it there at his time and trouble. The member can self-represent as long as he's willing to be respectful, fair-minded, and does the legwork. I know you've been mis-trained by years of television to believe that anyone who self-represents "has a fool for a client". That is completely wrong. Courts are very kind to plaintiffs who self-represent. They want citizens using the courts to resolve differences, and they recognize that many cases do not justify the cost of counsel. Annnyway... the regular court will prefer to act as an appeals court, reviewing the decision of the lower court (the Board) via the written record of the prior deliberations and reasoning. Judges are cowards and like to rely on precedent, including the Board's work. If that work is poorly documented the court may "re-try" the matter but generally courts like to see the merits of a case argued ONCE, with appeals being about legal error or outrageous injustice.

So who knows.

Getting back to the original topic, what is the current status of the car? Is it available for donation? Has it been scrapped? If there is a willing benefactor, I know of a home to which it could go to work. It might make a nice open car at this point.