Well I have decided to try to get incorporated so I can then file for a non-profit to save the F40PH. I am thinking of calling this new organization the Massachusetts Railroad Preservation Society. First what should I put down as the address of the organization since it doesn't have one, Also what should I put down as my Title? Also where do I start http://www.sec.state.ma.us/cor/corpweb/cornp/npfrm.htm or www.irs.gov This is extremely complected. I am really going to need to get more people on board with this or at least a already estlabished non-profit to back me on this.

RCD:

You should contact a lawyer and a tax professional who can help you make these decisions. I am hesitant to make suggestions, as I am not an attorney... just a lowly paralegal (and a paralegal that is not familiar with MA laws to boot). Thus, doing so may be construed as "unauthorized practice of law."

So, I would strongly suggest getting help from professionals in your area.

Good luck with your new Society!

--Jim

The first thing anybody is going to ask is "what is your mission?" The name selected covers everything from saving the Berkshire Scenic Railway to saving a B&M RDC to saving Massachusetts depots to maybe even saving an F40PH.

My concern is, what happens when someone approaches you about saving relics from Hoosac Tunnel and/or the B&A, and all you have to show for your efforts is an F40PH?

I have started non profits in the past and its actually fairly simple. Its not neccessary to consult professionals but you should have a good understanding of how non profit organizations are structured and the difference between filing articles of incorporation and filing for an exemption from Federal income tax.

You sound you and enthusiastic but you need to temper that by doing a bit more research. The first step is to devise a mission statement. What are your goals? What do you wish to accomplish and how will you do this? Then move on to filing the articles of incorporation with the state. Most states require at least three people to sing, those three should also be your initial President, Secretary and Treasurer. You shoudl also draft bylaws which is an internal document which spells out how the organization is to operate. Will you have memberships, how do you elect new officers, do you have a board of directors etc.

Then once all that is done you should move on to filing form 1023, Application for Exemption from Federal Income Tax with the IRS. Its a long form and requires a great deal of information. There is also a rather lengthy set of instructions that goes with it.

You will find that the running of the organization will take up as much or more time than you will spend on whatever it is you are trying to accomplish.

For a mission statement this is what I have so far.

"The Massachusetts Railroad Preservation Society’s main mission is to acquire and preserve a EMD f40ph locomotive(s) with preference given to the units that retain the characteristics of the ones used by Amtrak. Although the main mission of the Massachusetts Railroad Preservation Society is F40PH preservation the organization is also open to preservation of other railroad equipment as well.
By preserving both historic and modern equipment we will give a chance for the public to interact with the items acquired providing an educational experience to the community."

As you can see I'm not to good at this and am really hoping to find more people who want to help. Also at $500 (after I deposit $300 of my own money this week) in the F40PH fund legal fees might not be able to be met, Without a non-profit it is hard to get donations, without donations I can't cover the legal fees, with out the legal work I can't become a non-profit.

Your mission statement is conflicting and confusing. You want an F40 (that doesn't necessarily have to do with MA), yet also want other equipment that may or may not be from Massachusetts. Why an Amtrak F40 instead of a MBTA F40? The latter would fit your chosen name better. By putting Massachusetts in the name, one could assume (rightly or wrongly) that Massachusetts has some bearing in what is preserved or not. Why not "F40 preservation society"?

Just my opinion. Good for one free bag of ice at your local yard office. Offer void in all states.

You might seriously consider acquiring some books and reading up on the task at hand.
Nolo Press books are designed to help people do this kind of thing without a lawyer. Even if you use a lawyer, I recommend reading through em. As you are discovering the state doesn't have an easy "how-to" process...

I'd suggest Nolo Press "How to start a Nonprofit" ... http://www.amazon.com/dp/1413306470?tag ... 5P5F5H84G&

And Nolo Press in general http://www.nolo.com/

Here's another good resource
http://foundationcenter.org/getstarted/ ... rofit.html

I concur with those who say your charter/purpose could use some work... you don't want to be too broad but not too narrow either. I'd contact comparable museums and ask to look at their charter and by-laws.

Is there another group in Mass. that already covers the same thing? If so, why not work with them in trying to reach your goal? No need to start a totally new group when there may be a dozen or more other similar groups. What about the local NRHS chapters?

In this way you may be able to form a sub-committee under an already existing tax exempt organization's name.

Chris

Yes there are but none of them seem to care about this or are too busy to be bothered with it.

That's kind of an elitist thing to say. You didn't expect them to simply drop everything they were doing and help you out in the way you think you need help, right? Remember that what you think is important, may be important to others, but not as important to you. Also, it may not happen RIGHT now. By working with other organizations, and helping them out, the time may well come when they will be willing to help you and achieve the goals you've set out to meet. But maybe not, seeing as you seem to know exactly what they care about and what they can and cannot be bothered with. A humble attitude helps, and as I've said from the beginning, best of luck.

Your next job is to MAKE someone care. That is, you "sell" the idea to them, just as, say, a salesman sells advertising to a business, or paper products, or music to a consumer.

You must obviously choose your sales target carefully. You can't get the likes of a trolley museum or a narrow-gauge railroad interested in an F40PH, obviously. But maybe the Mystic Valley Railway Society?

If not in Massachusetts, what about elsewhere?

I have formed several non-profits over the years and have been a volunteer attorney for several railroad preservation groups in Texas. Before you undertake this mission remember forming the organization is the easy part, the very easy part. You will have fund raising and operational issues you can not even begin to expect. I hope you are able to find a current organization that is interested as that is a much easier job. Having said that the formation is governed by state law and generally require articles of incorporation, bylaws and some form of organizational meeting. There will of course be fees that must be paid to the state. Probably need some other state approvals but since I am not familiar with Mass law I'll only say check out their requirements. Next everybody wants IRS 501(c)(3) status so they can fund raise funds. For that you need an IRS Form 1023 that spells out the requirements. I don't recall but their fee is around $500-1500 and expect approval if you do everything right in a minimum of 6 months and remember there will be state and federal tax forms to fill out every year.

As I said before find a current organization that wants it.

I just reviewed the book I mentioned above, and another book by the same author specifically for California nonprofits. There are a series of steps which must be done; none are particularly daunting but all require a considerable amount of dotting I's and crossing T's, which is to say paperwork, and something less than $500 worth of filing fees. There are also some very basic requirements of conduct, essentially "no corruption". And then there's annual paperwork. All of this is no problem if you understand that you are creating a legally separate "person" with separate bank accounts and separate tax filing requirements.

On the other hand, I know of one situation where a bunch of people find themselves with shares of stock in a for-profit corporation whose purpose is to preserve a locomotive, because somebody botched the paperwork which would make or keep it nonprofit.

New Mission Statement

The EMD F40PH represents a significant piece of Railroad history. The F40PH tells the story of the American passenger railroading in the last few decades and was hailed as “the locomotive that saved Amtrak.” Unforently these important historic locomotives that represent the history of passenger railroading in the United States are now being scraped at an ever increasing rate. The Save the F40PH Projects main goal is to preserve railroad history and artifacts, especially those relating to Amtrak’s F40PH locomotives, and to educate the public about these artifacts and historical information through collection, restoration, display, demonstration and interpretation.

Borrowed some stuff from The Shelburne Falls Trolley Museum's Statement because I didn't really know what to write, but I think it looks good so far.

Starting an organization and buying the locomotive is the easy part. The major thing to think about is where you are going to store and restore the F40 and any other equipment you get. Everyone thinks that just any siding will do but there is big issues about security and access that needs to be addressed. The locomotive needs to be protected from copper thieves and vandals. It also needs to be in a place where you are allowed to work on it (it's no fun to have if you can't do the restoration). You need power, 90' of track with access to both sides, room to store big parts that you take off the loco and a container for smaller stuff and tool storage. I don't know if it's easy to find a location like this in Massachusetts but I know of two fully established organizations here in California that have been looking for a new home for many years and have been unsuccessful.