Rhinebeck Museum trouble

[EricGoedkoop]

Originally posted by StolenCub@Aug 30 2004, 08:27 AM
[b] The root of this whole problem my friends lay within the by-laws. It is irrelevant to talk about long range plans or the day-to-day activities at the aerodrome in the context of a long-term solution, These are merely symptoms of the larger endemic.

When the by-laws were written there was no reason to suspect that there might be worms in the apples some day. For that reason, there are no provisions for elimination of the worms through normal procedures and since there are no hard and fast rules regarding the construction or content of the by-laws in NYS, there is no check against their potential effectiveness - or ineffectiveness - in a situation such as this. The State allows these corporations to construct their by-laws within very broad guildeines and for most organizations, this works because the worms do not stay long. THe good apples force them out.

Exactly right. If the real, ultimate problem is that two organizations were created without any internal checks-and-balances, then deposing the current regime won't do anything to address the roots of the situation and won't prevent it from happening again. Hell - it's entirely possible that if the by-laws are that loose, the current Board hasn't even violated them and in that sense hasn't done anything "wrong" (not that I'm suggesting it's the case, just supposing). If the organizations are chartered by the state and the trustees haven't broken the by-laws of the organizations, what could the state do?

Here's the kicker - HOW can the by-laws be changed?

[tazbat]

How can the members acquire the right to vote on board members?

[Harris Hawk]

Either the by-laws would have to be re-written to enable elections, or possibly the Charter would have to be revised. In either case, it would be the Board who would be responsible for initiating this; under the current system, the Board would have to vote it into being. It might be possible that the State could order it, but that would have to be via a court order. It is not likely that this Board is going to support such changes as they would clearly spell their downfall.

[tazbat]

Did general members ever have a vote on board members or changing of by-laws?

They can't, unless the by-laws are amended and set up such that members vote in the board. I personally have mixed feelings about this. I believe that the members should have a say in what goes on, but I'm not sure to what extent. For example I get a letter in the mail every so often form my credit union asking me to vote on board members. I don't know any of these people so how can I make an informed decision. I think most of the members of the ORA are not involved enough to make an informed decision as to who should be on the board. I mean to really put someone on the board, one would have to view their resume and interview them. So I don't really know how to handle this. I have always thought that there should be a committee of employees and volunteers that should get one spot on each board. They would then be represented by one vote, and get a say in what is going on, and who gets on the board. I think one would have to have worked or volunteered for say three years before they would become part of this committee. Just my opinion.

[tazbat]

Good points DavisD1W. I find it hard to believe that Cole didn't have checks and balances to prevent what has currently happened.

Please have patience with me, I know nothing about 501 C's. I will be trying to get that info from the state of NY.

[EricGoedkoop]

DavisD1W, I'm with you all the way.

Another point to question is this: every non-profit I was ever involved with had TWO "boards": the Board of Trustees, who were charged with ensuring that the by-laws were adhered to and that the actions of the organization and it's officers were consistent with the stated mission of the organization; and the officers (President, Vice-President, Treasurer, Secretary), who handled the day-to-day business of the group. An officer was prohibited by the by-laws to simultaneously be a Trustee, and vice-versa. Officers were elected every however many years by the membership. I forget exactly how the Trustees were selected, but I do remember that their terms were staggered so that you never had a total group of newbies minding the p's and q's.

I don't know how much of that is law and how much is just the way we decided to do things, but it worked tolerably well. Seems like the ORA "Boards" are fulfilling both functions and, worse yet, the same people are on the "Boards" of both organizations. So - even if the Board(s) was a regular Round Table of dedication, honor, intelligence and skill, who's minding the store?

Tazbat - It's been mentioned before that although Cole had established both foundations shortly before his death, he didn't really have all the details worked out. Maybe somebody has a better idea of what he did or didn't do himself with regard to laying out authority and responsibilty - I'd sure like to know who wrote the by-laws and I suspect a lot of these questions might be cleared up by a careful reading of them. Like I've said, I suspect this problem goes back a lot farther than a few years.

I hope this will answer EricGoedkoop’s questions, at least in part.

I don’t have my notes in front of me, but Cole set up the two corporations (and boards) to protect the collection in the event of an accident during an airshow. The museum owns the planes and grounds and leases the planes to ORA Airshows. ORA Airshows decides what show it wants to put on. If an accident occurred, ORA Airshows would be sued, but not having any real assets, would loose very little. The collection would remain in-tact to continue at least as a static museum.

Each ‘Corporation” has their own set of by-laws. The museum by-laws are very boiler-plate, very similar wording to Pamphlet #9 that Green Knight was so kind to provide the link for. The Airshows by-laws are much more detailed, probably because Cole knew how to put on an airshow, but didn’t know much about museums. My guess is that Cole was planning to revise the Museum by-laws once he learned more.

Cole, on purpose set up the two boards to have a significant overlap in Trustees. He needed to keep them separate in the eyes of the law, but also needed to have them the same to provide continuity between the collection and the shows that would demonstrate them.

The minimum number of board members for the Museum is 5. A Quorum is 3 (majority of 5). The number can expand if desired without a change in by-laws. It has reached a maximum of 8. I guess it is open for interpretation if ALL board members have to be replaced if the number drops below the maximum (in this case, 8). The Airshows board can have a minimum of 5 Trustees, and a maximum of 25. A majority of board members have to serve on both boards. In the current case, if 4 members are on the museum board (I’m not saying this is legal), then 3 of those members must also serve on the Airshows board. I think this also poses a limit of 7 members that can serve on the Airshows board, otherwise more have to be added to the Museum Board.

I believe that the deficit shown previously in 2002 may have had something to do with the crash of the away-show New Standard biplane.(?)

[EricGoedkoop]

Thanks, Pat. I'm going to read all that again when I get home from work.

You might be right about the expenses - I remember seeing a statement somewhere in there for a "D-25 new engine," but don't recall which year it was for. I'll try and check later on.

[tazbat]

I know ORA has two New Standard D-25 aircrafts. The N19157 flies rides at Rhinebeck.
I didn't know that there are three D-25's registered with the FAA. The other two numbers are:N176H, N31K.
I assume one of these crashed at Oshkosh. Anyone know about the third one?