Speaking of board trouble, let us say hypothetically speaking that I might be a member of an organization that has a 12 member board. Nine of the members are elected by the membership (3 every year, 3 year term), and the other three are self appointed by the board itself. Now let us add into the mix that over the past three years attendance at the annual meeting has been low because of the failure of the board to actually hold the meeting at that time, combined with the failure of the nominating committee to actually nominate anyone. Now, some members of the board are using this as a platform to push for the board to become almost all self-perpetuating. What are your ideas on a board that is almost completely self-perpetuating, versus one that is largely elected? If presented with such a situation, I would be somewhat split.

I can see the arguments that a museum would need a more professional board, but I can also see why you don't want to risk disenfranchising the volunteers. Then, comes up the whole question of qualification. I tend to think that qualified people would always tend to win, if the nominating committe does its job. Also, I can see how favortism plays into the fold.

david.wilkins@inisightbb.com

In an ideal world of non-profits, the museum board ideally should be composed of people from the local business community who can gardner resources for the museum--lawyers, doctors, bankers, and professionals. The idea is that these folks know the ones who have money to give, and can bring the $ into the museum. It has been my experience that railway museums have failed to be savvy enough (and lack the sophistication) to tap into these "community resource" people. Part of it stems from not having professionally-trained paid staff in place to make the right decisions or to take the board by the hand and guide them through the proper steps. Many railway museums are really not museums per se--they still suffer from the "club mentality" and "boys playing with toys" image that prevents the rest of the world from taking us seriously. It is the blind leading the blind. Railway museums still continue to "stack" their boards with veteran rank-and-file volunteer members of the organization who circle up the wagons and prefer to keep out outsiders from coming in--hence the self-perpetuating board member problem. Also, some rank-and-files run for the board for recognition and status, which might suggest that the museum has a poor or nonexistant reward and recognition system for the volunteer corps and might need fixing. The proper role of the board is to establish and implement policy and to raise funds for the organization; the role of the paid museum director is manage the museum and staff--THAT IS NOT THE BOARD'S ROLE, and all too often this is misunderstood. (It ought to be a law that all rank-and-file board members who have never served on a board in their lives ought to be required to attend a seminiar or class on how to be a board member of a non-profit because some of them perpetually lack skills in this area, or just aren't "board material.") One way to avoid the self-perpetuating problem is to create an advisory board of people from the professional community, and get them to run for the regular board of directors slots. Get their names out there for the membership to recognize, because after all, the museum membership usually will vote for the people they are familiar with (or whose names they see mentioned the most in the newsletter). Get these potential helpers to serve on committees, write articles for the newsletter and get their name "out there" for the membership to become familiar with. That way, you can gradually "ease" the preferrred candidates into office over time and "retire" the problematic rank-and-files and bestow them with board emeritus status. It then becomes a "win-win" for everybody. This is the reccommended procedure that is taught in most museology programs.

> Speaking of board trouble, let us say
> hypothetically speaking that I might be a
> member of an organization that has a 12
> member board. Nine of the members are
> elected by the membership (3 every year, 3
> year term), and the other three are self
> appointed by the board itself. Now let us
> add into the mix that over the past three
> years attendance at the annual meeting has
> been low because of the failure of the board
> to actually hold the meeting at that time,
> combined with the failure of the nominating
> committee to actually nominate anyone. Now,
> some members of the board are using this as
> a platform to push for the board to become
> almost all self-perpetuating. What are your
> ideas on a board that is almost completely
> self-perpetuating, versus one that is
> largely elected? If presented with such a
> situation, I would be somewhat split.

> I can see the arguments that a museum would
> need a more professional board, but I can
> also see why you don't want to risk
> disenfranchising the volunteers. Then, comes
> up the whole question of qualification. I
> tend to think that qualified people would
> always tend to win, if the nominating
> committe does its job. Also, I can see how
> favortism plays into the fold.

When I hear talk of self-perpetuating boards and the need for more professionalism, I have to ask:
1) What is the accountability and effectiveness of a self-perpetuating board and how will it accomplish museum goals better than the current set-up?
2) What do you mean by "more professionalism"?

In the first question, I'm looking for sensible, cogent reasons for the self-perpetuating board scheme. In some cases, the entrenched all-general member board may be de facto "self perpetuating"--a situation which needs new blood as a remedy. If a museum is trying to change to a self-perpetuating board with more community and business voices on the board, what are the guarantees for input from the dues-paying general members who have supported efforts for years and may have valuable experience themselves? There are possible abuses in both cases and a mix of the two elements seems a worthy compromise. Besides, who says there isn't business and community talent already among the general members?

In the second question, I want to know if the word "professionalism" is true to the dictionary meaning or just a camouflage for doing whatever the empowered board wants. Some automatically equate "professionalism" with any and all practices in the business world. Well, should RR museums emulate the likes of Enron and World.com in their ethics and practices? That may be "business" but not "professionalism."

Well,
> should RR museums emulate the likes of Enron
> and World.com in their ethics and practices?
> That may be "business" but not
> "professionalism."

Many museums (rail and non-rail alike) have been trying to re-invent themselves for years by emulating the business world. Museum directors have been taking the titles of "President and CEO" and curators, "Directors of Collections," and so forth. The old adage, "A museum is not a business but must be run like a business" holds true today for the sake of bottom-line survival. Yes, a mix of business folks and some rank-and-file folks have much to contribute to the board. Using a comparision of Enron and World.com practices are unrealistic because they are way too big and bureaucratic to apply a non-profit, many of which are small-fries and generally have enough oversight by others in the organization to prevent misdeeds from taking place; the likelihood of something dishonest going afoul without notice is unlikely. I have a problem with boards who are stacked entirely by "rank and files" because the museum can become potentially stagnant from the lack of talent. It has been my experience that the "business professionals" from the membership generally do not get involved in board affairs and would rather maintain an "armchair" connection by reading the newsletter each month and play with their own trains--the ones on their layout at home. More personal obligations and responsibilities are also making it more difficult to recruit professionals to the board these days than it used to be.

Hank,

Don't forget the importance of establishing "term limits" in the by-laws for many of the self-perpetuating board members. That should nip them in the bud.

> Well,

> Many museums (rail and non-rail alike) have
> been trying to re-invent themselves for
> years by emulating the business world.
> Museum directors have been taking the titles
> of "President and CEO" and
> curators, "Directors of
> Collections," and so forth. The old
> adage, "A museum is not a business but
> must be run like a business" holds true
> today for the sake of bottom-line survival.
> Yes, a mix of business folks and some
> rank-and-file folks have much to contribute
> to the board. Using a comparision of Enron
> and World.com practices are unrealistic
> because they are way too big and
> bureaucratic to apply a non-profit, many of
> which are small-fries and generally have
> enough oversight by others in the
> organization to prevent misdeeds from taking
> place; the likelihood of something dishonest
> going afoul without notice is unlikely. I
> have a problem with boards who are stacked
> entirely by "rank and files"
> because the museum can become potentially
> stagnant from the lack of talent. It has
> been my experience that the "business
> professionals" from the membership
> generally do not get involved in board
> affairs and would rather maintain an
> "armchair" connection by reading
> the newsletter each month and play with
> their own trains--the ones on their layout
> at home. More personal obligations and
> responsibilities are also making it more
> difficult to recruit professionals to the
> board these days than it used to be.

Clarification on comparisons with Enron and World.com
What I mean to say is that RR museums in their quest to become more businesslike must not emulate the negative aspects of these spectacular corporate cases in general terms of deceptive practices, arrogance, disregard for the lower echelons of contributors, dishonesty, disdain for common courtesies, and fuzzy accountability.

> Many railway museums are
> really not museums per se--they still suffer
> from the "club mentality" and
> "boys playing with toys" image
> that prevents the rest of the world from
> taking us seriously. It is the blind leading
> the blind.

How 'bout folks with big egos that have created a genuine FRA railroad equal to any in existance, instead of a museum, totally ignoring the bylaws.

>Railway museums still continue to
> "stack" their boards with veteran
> rank-and-file volunteer members of the
> organization who circle up the wagons and
> prefer to keep out outsiders from coming
> in--hence the self-perpetuating board member
> problem. Also, some rank-and-files run for
> the board for recognition and status, which
> might suggest that the museum has a poor or
> nonexistant reward and recognition system
> for the volunteer corps and might need
> fixing.

All too true, and the choo-choo boys railroad club is often the reason that you can't get someone with the right connections on the board.

> The proper role of the board is to
> establish and implement policy and to raise
> funds for the organization; the role of the
> paid museum director is manage the museum
> and staff--THAT IS NOT THE BOARD'S ROLE, and
> all too often this is misunderstood.

I am suffering under the illusion that the board is also supposed to make sure the policies are being implemented and review staff recommendations for changes or new policies ?

lamontdc@adelphia.net

>> I am suffering under the illusion that the
> board is also supposed to make sure the
> policies are being implemented and review
> staff recommendations for changes or new
> policies ?

Man, did you hit it on the head. No illusion. This aspect of governance was touched on in another thread a while back a while back, and there was this not-so-subtle undercurrent in some posts that boards are just there to raise money and let so-called professionals who serve as executive directors run the show. This is of course exactly what has happened at Enron, Global Crossing, et al.

On a gigantic scale, you had politically connected boards had no desire to "micromanage" so-called experts and employed trust, instead of effective oversight. No matter the size of the corporation, or its purpose, the board has a fiduciary responsibility to the stockholders/members to ensure that the organization prospers in the boundaries of the law, its own constitutative documents and general prudence.

I'm not sure why some people think self-appointing boards are panaceas. In certain situations, reaching out to well-placed individuals is good-it may recruit talent that is not within the membership. On the other hand, used predominately or exclusively it encourages cliques, groupthink and self-aggrandizement and is generally at odds with our tradition of elected representation.

superheater@beer.com

where the talent comes from. The same criteria apply to candidates from membership and community sources. What matters is that the individual board member either give it or get it for the organization. Any that fail to do so should automatically be replaced, thus eliminating the concern about self perpetuation.

And yes, they also need to exercise prudent oversight but not meddle in day to day management.

Dave

irondave@bellsouth.net

> Part of it stems from not having professionally->trained paid staff in place to make the right >decisions or to take the board by the hand and >guide them through the proper steps.

1.) I'm curious what credentials would you consider to be necessary to be "professionally-trained".

2.) If you have to take your board by the hand-they don't belong there. Clueless, unmotivated boards are useless and the source of much opportunity for ineffectiveness, inefficiency and fraud in corporate america.

Lest anybody think that corporate governance gaps are stictly a problem for for-profit concerns, consider the situation at the Red Cross last year, when "professionals" ignored donor intent for 9/11 contributions and decided to buy phone systems instead.



superheater@beer.com

> And yes, they also need to exercise prudent oversight but not meddle in day to day management.

As a general principle, thats true. However, sometimes I get the distinct notion that any advice, restriction, request, direction from the board is considered meddling by the "professionals". That boundary is neither fixed nor clear.



superheater@beer.com

The Southwest Railroad Historic Society which operates the Age of Steam Museum adopted a mostly self-prepetuating boaard last Saturday. Of the current 18 positions 15 will be self-prepetuating and 3 will remain elected. I will let everyone know in a few years how it works out. I can assure everyone that every reason discussed here for self-prepetuating was considered and ever reason not to self-prepetuating was also discussed. It is a very difficult decision for a railroad museum and also very divisive. If anyone wants my personal opinion contact me directly.
Tom Cox
Board Member SRHS

tcox@parknet.pmh.org

No Message

I hope you don't need it.

> The Southwest Railroad Historic Society
> which operates the Age of Steam Museum
> adopted a mostly self-prepetuating boaard
> last Saturday.