There is, as I and others here understand it, a RR museum/operation known to most of us that recently had something even more spectacularly stupid happen. (A few details below have been changed to protect the innocent.)

The BOD (which included a few civic movers-and-shakers not particularly rail enthusiasts) hired a general manager who proceeded to step up and start some good things going--continuing and improving the existing events, starting some new ones, finding sponsors and grants, etc.

Then she showed up at an event with her girlfriend/partner.

Within a week, the BOD, who had no clue before, had fired her--the ONLY apparent reason being "homophobia'/bigotry of the BOD. If there was any legitimate allegation of wrongdoing or dissatisfaction by the BOD against the director, nobody heard about it.

As the news got out among the "rank and file," a mass exodus of volunteers ensued, including virtually all of the event coordinators, the mechanical staff who kept equipment running, crews, etc., in protest of the unjustified dismissal. I'm told some large donations were canceled. I'm told one director with railroad experience tried to stay on for the sake of the greater good of the organization before quitting, refusing to become the target of what is seen as an inevitable discrimination lawsuit that will cost them dearly. I personally know of a four-figure donation to one project and a planned charter that was canceled in the wake.

Thus far, from all outward appearances, they have managed to find other warm bodies to keep the doors open/things operation--albeit with a "skeleton crew" at times. They may be lucky--or it could end up like the restaurant/bar that shuts down with no warning.

DON'T. DO. THIS.

The whole crux of the MTM "recall vote" was that allegation that the Chair, Vice Chair, and Treasurer were leading the museum to "ruin." [MTM just had its most successful season in 20 years.] There was a subplot about MTM's informal relationship with the "Guild of Metalsmiths," but much of the hurt feelings seemed to be centered around two operating incidents where volunteers damaged MTM equipment. The Chair, who has a Class-1 and passenger railroading background, demanded accountability and stressed a renewed commitment to safety culture. The person at the throttle during one of these incidents was the first to sign the recall petition.

In a previous post Hudson stated that the three "recalled" board members resigned before the "recall vote." They resigned their officer positions but not all resigned from the board. The language in the petition, in the email announcements, and on the ballot, is ambiguous about if this "recall vote" was to remove the individuals from both their officer positions and the board itself. Just another process error in the rush to get them off the board.

The MTM bylaws do not prescribe for recall elections by the voting membership. The bylaws have a mechanism for removing board members but it requires a 3/4 majority of the board. The architects of the coup downloaded the MTM member contact database from MTM's computer systems (member data is never to be given to third parties or used for outside purposes) and used it to bombard members with anonymous emails full of false and defamatory accusations. The targets of the "recall vote" had no (legal) forum to defend themselves against the firehose of accusations. There was no discussion allowed at the vote. MTM's corporate counsel was denied the opportunity to address the members, although he had previously emailed the board with his opinion that the vote was in conflict with the bylaws and potentially put MTM in legal jeopardy. But ... the architects of the coup do not care, and it is not in their interests to have open discussion or follow the bylaws.

The results of the vote broke along age lines, with many abstaining to protest the process or protect themselves, as board members, from the legal jeopardy of endorsing the action via participation. The Interim Executive Director resigned shortly thereafter. MTM still has a large group of docents and operating volunteers, most of whom are over 65, and many who could be described as "fair-weather volunteers." The majority of the mechanical talent packed up their tools and left. Those covering track, finance, IT, and marketing also walked away.

Why respect an organization that doesn't respect its bylaws, doesn't respect safety culture, and doesn't care about its future?

Oof.

I'm not sure what's going to be more damaging. The current trauma or the fact that the organization's reputation has been destroyed.

If I'm a potential volunteer, am I going to want to get involved with this mess?

Probably not.

And people who do want to get involved with an organization in the middle of such chaos are probably not people that will be good for the organization.

This all just stresses the importance of having good people people in charge.

Having seen a video of one of these incidents, I am saddened to learn that the responsible individual not only didn't get their a** chewed out, but has also been directly responsible for removing people who tried to hold them accountable.
I have seen some questionable practices here in Denmark, but am glad to know we dealt with them appropriately. There were some hurt feelings to start with, but everyone has moved on and benefited from the actions taken since.

Mistakes get made, it is human to make mistakes. That doesn't mean that people shouldn't be held accountable when it is necessary though.

The video of one of the incidents is quite an eye-opener. It is a reminder why any organization operating around the public must have a total commitment to safety culture, rigorous training, and appropriate accountability after an incident. The railroad superintendent, who currently appears to be speaking for MTM, refused to provide the Chairman with reports on either incident.

Some interesting info: The actual language of the petition was to: 1) recall the Chairman for "exceeding his authority," 2) recall the Vice Chair for "failing to take appropriate action to protect MTM," and 3) remove the Treasurer for "failing to take appropriate action to protect MTM."

No factual basis for those allegations of "exceeding authority" or "failing to protect" was stated on the petition. That was left to lies and distortions in the series of anonymous emails sent to the membership by "MTM Concerned Members." Those emails were received by most members, including some multiple states away who are not active volunteers, but they were NOT sent to ALL members. Those who "MTM Concerned Members" felt might be aligned against them did not receive the emails. Board members aligned with "MTM Concerned Members" also contacted volunteers who were under 18 and urged them to vote, which demonstrated, at best, an ignorance of the bylaws' requirement that only members 18 and older may vote.

No one has come forward to take credit for “saving” MTM with this coup, which would attach names to the very real liabilities and consequences involved. It is clear who is speaking for the organization now, and their voice carries no mystery as to how they arrived as spokesperson. On the day the “recall" petition first circulated, the same person sent MTM members an email about a board meeting at 4:05 pm via Constant Contact. At 4:08 pm someone exported the contact info of 247 MTM members from the same system. At 4:10 pm another 364 contacts were exported. The anonymous emails started about a week later.

The timing of the coup could not have been more stupid. For people who are claiming they are doing this to "save" MTM, they did it at the most damaging point possible. Winter is when all the planning and preparations are done for the operating season at Osceola. Repairs, upgrades, preventative maintenance, tests, and inspections are done on the equipment. An immense amount of schedule planning, marketing, and preparation work occurs at the same time. If they had staged this coup after the equipment move to Osceola, they could have spent their time laughing about how they suckered all that work out of those volunteers before running them off the property. The crew people and "fair-weather volunteers" would have enjoyed their season of playing train. It would have bought MTM eight extra months to find replacements for the lost talent and brought in another year of ticket revenue.

MTM has been locked out of its bank accounts since the "recall vote," as both the Chairman and the Treasurer were the only authorized signers on the accounts. Financial institutions (and the outgoing Chairman and Treasurer), for reasons of liability, are not interested in turning over the accounts to anyone who cannot prove that they have the legal right to them. There has been no board meeting or member election to appoint or elect replacements, although a board meeting (with no declared agenda) is scheduled for next week. It is unclear under whose or what authority MTM is currently operating.

A drive past MTM today showed only five cars in the volunteer parking lot. That's enough to sell tickets, have docents in the roundhouse, and crew the caboose ride. It's safe to say that the usual Saturday crew of a dozen is not hard at work in the roundhouse. They are gone and their tools are gone.

It is a head-scratching question of who exactly is exceeding their authority and failing to protect MTM.

I have received several messages asking to see the video of the incident in question. It is available on Facebook further up the thread, but it is difficult to navigate to. I will see about getting a copy and posting it on YouTube.

A new development today: the Former Executive Director, whose departure was instrumental to the “MTM in crisis” narrative, posted some thoughts about the current situation on Facebook. It was a plea for unity that contained the comments: “… Please, no more disparaging and defamatory social media posts. Those only hurt and do nothing to help. My sincere hope is that everyone let hard feelings pass, …”

Unfortunately this sentiment was severely lacking when “MTM Concerned Members” hijacked MTM’s member contact info and used it to selectively target the membership with “disparaging and defamatory” posts. Now he wants to quash discussion of what happened because he claims it hurts the institution. MTM’s office manager has been busy deleting dissenting posts from internal MTM discussion groups. Everything was fine until the news of the coup, and the mechanisms behind it, spilled over onto public Facebook groups and RYPN. Now we suddenly need to sit down and shut up and act as the beaten party is expected to act.

MTM members have a full right to all sides of the story, which was denied to them in the “recall” process. Donors have a right to know about the actions of MTM management and their fidelity to the bylaws. The public also has a right to know what is going on. Any of the 60+ members who voted to “save” the museum can come to Facebook or post here with factual reasons why it was necessary to remove the Chairman, Vice Chair, and Treasurer. They can tell us exactly what actions those people took to damage or imperil MTM’s future. Sunlight is the best disinfectant and readers can judge for themselves who is being more hurt here; is it the institution OR is it the architects of the coup?

Further background: The recall petition appears to have been authored and circulated by Gordon Barr. His name is on the document and is the only name which has been publicly associated with it. Barr’s involvement with MTM began in 2012 when he was instrumental in securing shop space at the Jackson Street Roundhouse for the Guild of Metalsmiths. Barr did not join MTM himself until 2014. The Guild operates several forging furnaces on MTM property and promotes metal arts. Some Guild members are also MTM members and have made positive contributions to MTM. The Guild activities are an attraction for visitors and there is a definite overlap between the industrial arts of the Guild and the functions of railroad equipment restoration. The Guild has also indicated they would like to expand their footprint in MTM’s space, but there are legitimate safety concerns about having the public in close proximity to hot furnaces and hammered metal.

Parallel to his efforts to maintain safe railroading, the MTM Chairman had an eye towards reducing current and future liabilities. He discovered that there was no formal agreement between MTM and the Guild of any kind. The Guild was also selling items in the MTM gift shop, with proceeds going to the Guild. It is unusual for unrelated groups to share space without some form or rental or facility use agreement, as it has insurance and liability implications for the host group. The Chairman’s job is to protect the institution and he made it a priority to formalize MTM’s relationship with the Guild. There was no suggestion at the time to remove the Guild from MTM property, but the attempt to establish some structure appears to have angered Guild members and Gordon Barr.

Why, one might ask, was the Chairman involved directly in matters that would normally be under the purview of the Executive Director? Because the Executive Director had indicated that he was thinking of resigning as early as February 2021, and he tendered his resignation to the board on September 23, 2021. The two operating incidents occurred on October 24 and November 13. The Board accepted the Executive Director’s resignation on November 19. With the Executive Director indicating his desire to leave MTM, the Chairman stepped up to fill that role and continue to protect the institution.

At the December 16, 2021, board meeting one board member suggested granting the Guild a corporate membership with MTM and extending free MTM membership to all 250 Guild members. For reference, MTM has roughly 330 members, of whom 115 had voting rights as of the end of 2021. This proposal violated MTM’s bylaws as the board cannot grant free memberships. A stack of MTM membership forms then appeared adjacent to the space used by the Guild. Several Guild members joined MTM and signed the recall petition on December 21st. It is unknown if the goal was to dilute MTM’s voting pool; subsequent actions may reveal the true motivations here.

By staging the coup just 10 weeks before MTM’s annual meeting and board / officer elections, the coup architects guaranteed that they would poison the Chairman, Vice Chair, and Treasurer, while simultaneously allowing enough time for new MTM members to earn voting status for the upcoming elections. Instead of debating the allegations of “exceeding authority” and “failing to protect MTM” in the runup to elections in early March, the “recall vote” was rammed through with a maximum of emotion and a minimum of factual impartiality. Now MTM is deleting dissenting opinions and asking others to keep quiet.

Gordon Barr is on the board of the Guild of Metalsmiths. He is not on the MTM board. But amazingly MTM’s board suddenly has three new vacancies, courtesy of a petition circulated by Gordon Barr. The Guild is looking to expand their presence. Who might possibly fill those vacancies? If only there were some saviors waiting in the shadows who could step forwards and “save” the museum from the “ruin” of people who were “exceeding their authority” and “failing to take appropriate action to protect MTM.”

I can’t help but think there is something missing here. A second side to the story, but I will refrain from diving into that rat hole. What does stand out to me are two elements:

One was the idea that tools left the facility with members who were walking out. From the photos I saw the number tool boxes being loaded up was astonishing. What did the MTM own tool wise? And how were those tools tracked?

The second is more broad and perhaps useful to other organizations. No doubt there was a difference of opinion here between two camps. One camp used, perhaps, a questionable approach to bring change to the executive committee and board which succeeded in that even before the meeting was held, certain board members left. Mission accomplished.

I know of one volunteer railroad group here in NJ that could benefit from this approach. If a group of members, and perhaps ex-members, pooled their resources as was done here, I suspect that a dramatic management change could be brought about. Over the past couple of years, any number of ex-NJ Museum of Transportation (NJMT) members tried to bring change “by the book” and per the by-laws since several members essentially hi-jacked the board of trustees in 2004 (ignoring the bylaws), driving the place into the ground, but stubbornly holding on to their positions since then even as the place crumbles around them. Using the MTM model might be the way to force the change needed to save NJMT as well as other groups that are in similar situations.

Would suggest that every non-profit board look closely at this thread and be wary. Its about time the membership stood up to certain boards who seem intent on destroying an organization.

J.R. May

I am on Facebook and can not find any video related to this thread.

I would be VERY wary of that lesson being the takeaway from this.

There's almost never a good outcome when someone "goes nuclear" like this. It doesn't matter who's wrong or who's right. At the end of the day, all that's seen is "this group seems like a lot of drama", and that's going to run off volunteers and donors.

Unless there's a consensus amongst stakeholders that the status quo is not working and making substantial changes is seen as the obvious solution by the vast majority of them, there's going to be significant damage done when those changes are made.

The tools that were packed up a week ago, belonged to those who left the shop in disgust after the illegitimate tossing of board members, by-laws be damned.

I shared the photos, and I wrote the posts on the public Minnesota Railroads Facebook groups.

MTM owns tools, most of them that I have seen were kept in the bay closest to the metalsmith's shop but weren't often used.

Those gentlemen who worked in the shop on a weekly basis had their own stuff. The tools that were packed up were privately owned, along with the toolboxes they were in. Some of these guys have been volunteering in the shop for over a decade, most with railroad experience, and much longer than my six years that I am/was involved with MTM.

What happened over the course of the last 3 weeks has been an absolute mess, and those who orchestrated the effort don't seem to care. They don't care they ran the entire future of the museum off with one swift move.

When it comes to an equipment donation that is now likely not going to happen, I brought it up at the meeting.

Their response?

"Oh go on home for crying out loud. People are donating their stuff, and WE DON'T NEED THEIR STUFF.... WE DON'T CARE. WE DON'T NEED IT, NOW LEAVE."


So people left.

MTM has ONE blue-carded locomotive on their entire roster. A switch engine used to pull the caboose hop at Jackson Street. Those with the capability of caring for diesel locomotives all picked up their tools and left.

The video can be found in one of the comments on this post:

https://www.facebook.com/groups/1360051 ... 8966544550

Mr. May is correct: there is more to the story that is missing here. As has been suggested before, this is an open forum. The opposing viewpoints are welcome. At least some MTM members who signed the petition are aware of these posts, as today they posted memes about how “an empty wagon makes a lot of noise” on MTM’s Facebook discussion page.

MTM faces several near-term challenges related to their loss of volunteers. Beyond getting equipment ready for the season at Osceola, two restoration projects are in jeopardy. Restoration of EMD F7A GN 454-A has been underway for many years, but the pace of work picked up recently. MTM acquired a CF7 as a mechanical parts donor in 2018. After the “recall vote" the 454-A project leader turned in his keys and removed his tools from the roundhouse. Other principle volunteers also removed their tools, leaving no one to continue work on the project. MTM received $10,000 from the BNSF Foundation and $10,000 from the John H Emery Rail Heritage Trust for this project. The terms of the grants are clear; MTM must spend or return the money, and soon. With the volunteers gone, the board will need a plan for moving the project forward in a timely manner or begin returning the money within several weeks. [MTM is still unable to access its bank accounts.]

MTM shop volunteers also contributed roughly $3000 in restricted funds for the eventual restoration of EMD SD7 GN 558. Some of these volunteers want their money back.

Other donors are watching these events unfold. There was spirited off-the-record discussion at the January 6 “recall” meeting. [The official meeting itself lasted mere seconds.] One MTM member made a passionate statement that the outcome of the vote would jeopardize MTM’s ability to both maintain existing equipment and proceed with ongoing restorations. This discussion worked around to the topic of a potential equipment donation, to which another member shouted, as quoted above; “We don’t care! We don’t need it!” [Audio and video exists of this meeting.] Donors expect stability, professionalism, and compliance with all bylaws and state laws. They want order, not chaos, and to see that the institution and those running it are responsible stewards of their donations.

A member/volunteer request for a copy of the bylaws and the "recall" petition made before the “recall” meeting was denied with the suggestion that the inquiry was “of no value” to MTM. State law entitles members to those documents, but two weeks later the Board Secretary still has not complied with the request. There is still no agenda for Thursday’s board meeting. No public statements beyond wheedling for more volunteers. But MTM management did find the time today to purge several volunteers, all individuals who had removed their tools yet remain paid members, from MTM’s computer systems.

Every day that goes by without action and activity is a day closer to when equipment needs to be ready for the operating season. Every day that goes by without a plan is a day closer to when donations need to be returned. Those professing to speak for MTM’s leadership owe many explanations to the members, the donors, and the community. The clock is ticking.

So, Mr. 9 posts with a cryptic name...

What's the desired end game here?

What's the perfect world look like?

Note: Your bylaws are a legally binding document. If you play fast and loose with them, the organization, BOD and it’s individual board members can all be held legally responsible should any harm come to the organization in any way. Your D&O insurance won’t cover any shenanigans so if things happen outside those bylaws, you have no insurance to cover your collective butts.

Have legal council send a not so friendly letter explaining the consequences of the BOD not doing their fiduciary duties. Last resort, pool your money and take them to court.

> Note: Your bylaws are a legally binding document.

Sadly, this point is ignored in many cases. Probably more often than not. Sorry, that is the reality. And if the issue is brought before state authorities, they really do not care.

> Have legal council send a not so friendly letter explaining the consequences of the BOD

And now you are looking for members who would prefer to run a locomotive or work in the shop to sit down, spend money on a lawyer and essentially perform a task they generally have no interest in taking on. Thus, good mechanical talent will walk, rather than write letters or spend their own money on lawyers.

Bylaws, collection policies, and budgets are generally not worth the paper they are written on without the right people involved who take such things seriously. And in most cases, the general membership does not care to take on this kind of fight.

Just a dose of reality.

J.R.