Exceptionally valid questions. These posts, even if under a cryptic name, are offered to provide one viewpoint on these matters, but I continue to welcome all other viewpoints. Single viewpoints and a lack of discussion are one reason this mess occurred in the first place.

Upset people want to be heard and be empathized with. There were many other options for handling disagreements between factions of members within the organization, especially with the election around the corner. The course chosen was close to the most divisive possible, halting progress on many fronts and draining substantial talent from the organization.

A perfect world would have been any other path where all parties could have attempted to work out their differences, with respect for dissenting opinions, affirmation of shared goals, and a willingness to compromise for the long-term well-being of the organization. A series of member meeting which allowed discussion or running an issues campaign before the March elections were possible alternatives. Nothing says that process would have resulted in an outcome other than removing the three officers from the board and replacing them at the next election, but it would have had a much lower level of anger. It’s much easier to accept that you are beaten fairly than feel like you are in an ambush. Most of the people who packed up and left MTM did so because they were furious with the process and they felt their contributions were no longer valued.

I don’t know what the endgame is here. An endgame implies an end, and MTM is an organization that has evolved greatly over its history, sometimes for the better and sometimes for the worse. MTM has had splits before, with the steamboat, streetcar, and bus divisions all having departed previously. MTM will continue forwards, ultimately under whatever leadership the members elect in March. There will be plenty of time for reflection between now and then.

Mr. May responded very well to these points. It is an uphill battle to deal with enforcement. Sadly many of these things require people to do the right thing and there is no easy mechanism if they do not.

MTM's corporate counsel provided his opinion to the board prior to the "recall" vote. He has continued to advise the board in his capacity as someone who is charged with protecting the institution. Not individual people, but the institution as a whole.

Two line items from the draft agenda for Thursday's board meeting pertain to this issue. Those currently running MTM are dismissing the existing corporate counsel and replacing him with a new law firm. Exploration for new counsel was initiated by select board members just before the "recall" vote. That information was withheld from other board members and no [publicly known] board meeting has occurred to approve this change.

I’m not a direct witness with any evidence, but if what is said here is true, a severe breach of bylaws has occurred, I’m assuming against council advice if any and the coup leaders do not have any of their ducks in a row and are winging it as they go along. If this is all true, then the organization is gonna have very bad trust issues with the outside world in the long run if they survive.

BTW, the “institution as a whole” includes the board members and voting members, not just stuff or aspirations. There really is no separation. You support all or none. I’m sure they’ll find another law firm or even retain the same one to take their money, though. There is no law I know of that says you have to take their advice. It’s just billable hours to them. If they’re on the board, methinks it may be smart to resign.

The above are only thoughts from my section of the peanut gallery and should be taken as such.

Where this can come back to haunt either current or ex-board members, and the membership who may have not taken proper action, is that they can all be liable one way or the other. An example is here in NJ, again with NJMT, where NJMT has a lease with the NJDEP for the property. The lease expired about 9 years ago and while the state has tried in vain to get a new agreement in place (this is well documented), the rogue NJMT board has refused to negotiate nor provide the annual report data required under the old lease or to negotiate the new lease (again well documented as late as last month). This is a well known issue amongst the board, both current and ex-board members, AND the active membership.

The State has indicated that if they take ownership of the property, as allowed under the old lease if NJMT fails to adhere to the lease, any costs expended for site remediation and returning the area to what it was before the Museum was built (as called for in the old lease) which are not covered by the sale or scrap of the collection of equipment, the trustees and active members will be held liable for. In the case of NJMT, even if some good intentioned people tried to get on the board today, they are facing the threat of significant personal liability if they fail. In this case, D&O insurance really does not protect anyone. Yes, even active members who are seen as supporting the rogue board can be seen as liable. That is according to the State of NJ lawyers.

Again, the active membership can also have some degree of liability just by supporting the actions not in keeping with the by-laws and supporting a rogue board. Is this far fetched? Maybe, but do you want to be the one to test the State’s case with their deep pockets?

J.R. May

It sounds to me that the deposed board members and those who rolled their toolboxes out should get together and file suit to have the illegal action undone. Perhaps they are doing this even as we chatter. Time will tell.

Or they can just move on to create a new organization without the now-tarnished reputation of the one they have departed.

Museums are not nations. The UN is not going to come in and deploy peace keepers to help protect the "courageous freedom fighters" (or "roving death squads" depending on how you see them) nor the "evil regime" (or "duly elected legitimate government" again, depending on your perspective).

Sure, a court may eventually rule that some action was either appropriate or not, but well before that will ever happen, these things will:

Volunteers who are not immediately involved in the imbroglio are going to say "**** this, it isn't fun anymore, I'll go play golf (or do whatever else they may be interested in)".

Donors are going to say "I don't think these guys have their act together" and take their money elsewhere.

Partners are going to say "call us back when you sort it all out".

And the organization will cease to exist. It'll either die quickly or slowly, but it'll die.

THAT is what happens when people decide the solution to their organizations problems involves significant public drama.

The situation at MTM and the one JR May speaks of are sadly only two of many of these power grabs that have happened in railway preservation over the years. I am not aware of one where the organization ended up better off.

It sounds like a great idea to get a lawyer and to file suit. The problem is that lawyers don't work for free and it gets really expensive very fast to fight these things. Especially since those who execute the power grab can then use the organization's funds to pay to defend against your action.

Airing these issues in the public arena was not our first course of action but it is difficult to have internal debate with people who deny it via process or delete dissenting comments. We are absolutely not rooting for the organization to fail. It means a lot to many of us. We still support the institution and its goals as stated in the charter. MTM has done much to preserve railroad history and has delighted generations of visitors to Jackson Street Roundhouse and the Osceola & St. Croix Valley. We would love to be a part of continuing this legacy, but only if we have faith in MTM's leadership.

Among the many issues now facing MTM’s management is the looming January 26th submittal deadline for a $2.4M U.S. Economic Development Authority grant. This EDA grant is crucial money for facility repairs and upgrades at Jackson Street Roundhouse. The roundhouse has long been plagued by roof leaks and other issues associated with an aging brick and timber structure. Successfully winning this grant would greatly secure MTM’s future and reduce future liabilities. The Chairman spent many, many hours preparing supporting materials for this grant.

On January 7, one day after the “recall” vote, the board was informed that the grant writer had paused work on the application. A condition of the grant requires an applicant to have stable and sufficient officers and infrastructure in place. With the majority of MTM’s officers resigned and/or recalled, there was no way to proceed. MTM’s bylaws state that officers may resign with written notice and “such resignation … shall take effect at the next meeting of the Board.” However, the Board Secretary was emphatic that the “recall” trumped the resignations, and all three officers were no longer officers OR members of the board. The loss of the officers directly triggered the pause on the grant application.

Six business days exist between the next board meeting and the application deadline. The grant writer will need time to finalize the application, so the actual window is narrower. Work remains to be done on the application. It is hoped that MTM’s “new” management makes this an immediate priority and is able to complete the application. Failure to do so is self-explanatory.

Why sue to reverse the action when if you win all you get are attorneys bills to pay and a large pile of crap? I'd wait for the implosion and be among those who come back under a new organization to clean up, limit the liabilities both physical and institutional, and start to work on something interesting and sustainable.

“A nonprofit’s bylaws may provide that the corporation has members. In addition, some corporations bylaws provide that its members are entitled to vote on certain matters pertaining to the nonprofit. Members are entitled to inspect a corporation’s articles and bylaws, accounting records, voting agreements, and minutes of meetings for any proper purpose at any reasonable time." Minn. Stat. § 317A.461

“In addition, if a corporation, or an officer or director of the corporation violates the Minnesota Nonprofit Corporation Act, at least 50 members or ten percent of the corporation’s voting members, whichever is less, may bring an action in court to obtain relief." Minn. Stat. § 317A.467

That would be 12 or 13 members. In other news ...

Today is the last day of Interim Executive Director Brian Nelson’s short tenure at MTM. He remained professional and impartial during his tenure and resigned following the activities surrounding the "recall" vote. MTM has had roughly seven executive directors in the last 20 years. Brian Nelson was a highly qualified candidate, having recently retired from a corporate career with local Fortune 500 and Fortune 1000 companies. He came with experience from his roles as founder of a statewide passenger rail advocacy nonprofit and as a director of a national rail-related group. He has a deep understanding of railroading to go with his managerial credentials. His abilities aligned well with MTM’s challenges and his resignation is a loss for the organization. Hopefully MTM’s new management can find an exemplary replacement, someone who can meet MTM’s challenges with the necessary wisdom and energy.

Because the "implosion" may entail an explosion, which may damage equipment, and finances, beyond repair. If the incident that started the "coup" is any indication of the priority they give safety, they will eventually have trouble. In fact, if there really is a video of this operating incident, a copy should go to the FRA. Let the new management explain to them why no investigation was conducted.

Point of clarification:

An investigation was completed - but the internal investigators refused to provide a copy to the Chairman of the Board...Whether the bylaws stated his responsibilities gave him the right to the report or not.

The chain of command that exists (existed) at MTM was never respected by the older generation, and accountability was never achieved.

It seems to me that suing just enriches the lawyers. The only reasonable choice for a dissatisfied volunteer is to walk. Why work for free if management is unstable?

"The only reasonable choice for a dissatisfied volunteer is to walk"

That's a matter of perspective, including your purpose in volunteering in the first place.

Is your motivation based essentially on consuming a personal recreational opportunity, which could be equally fulfilled by hanging around at a different railroad museum within a reasonable driving difference? Are you someone simply looking for something to do with your time, and open to volunteering at a nature preserve instead, or an embroidery museum?

Or are you someone with a commitment to the long-term preservation of a particular railroad/trolley museum's collection, or specific objects within it? Is the nature of that organization one in which you have specific legal rights as a "member", in a state where such rights may be statutorily protected, or where your attorney general has a statutory duty to protect charitable entities against abuse - assuming someone makes a complaint?

People in the latter category may certainly have more than one reasonable choice in a situation like that described in this thread.