AACA Museum & AACA, What is Going On

[R W Burgess]

Guys, I need to hit the post office. You fellows have my phone number if you want to discuss this. I can not stay on here all evening. Mr. Moskowitz is out of town, but hopefully, he can add more later.

[Grimy]

1 minute ago, MCHinson said:

David,

I think we have to be patient to see ALL of the documents from both organizations. Reading some of the documents provided by one side of a disagreement can clearly create a confusing view of the total situation. I look forward to learning all of the details instead of just some of the details. Hopefully it won't take too long to get this information.

Agree completely.  I was struck by the complete turnabout between the Letter of Intent of November 2015 and the Oct-Nov 2016 documents.  We all want to know what the heck happened.  Cherry-picking documents should be avoided on both sides.

[MCHinson]

4 minutes ago, Grimy said:

I'm a little unhappy that my post of an hour or two ago was deleted--the first post deletion in 16 years as a member of the Forum.  I committed essentially the same grave sin as John_S (whose post has now been restored) by posting a link to the Museum's webpage (under "News") which provides links to five documents many of us have reviewed.  As to "verification" previously cited as a reason for deleting John_S's post, that's nonsense.  I'd appreciate a PM justifying that deletion.

 

On a lighter note, I see that I attended my fist Hershey the year Ed Minnie was born (1966), if my math is correct.

 

George Teebay

50+ year AACA member

Director Emeritus (Past President), Pierce-Arrow Society

Trustee, Pierce-Arrow Foundation

 

I don't think your post got deleted. It may have gotten lost in the huge number of posts since, but I still see it on page 8.

[trimacar]

On ‎12‎/‎17‎/‎2016 at 11:15 AM, Steve Moskowitz said:

Believe me, I know most of the story here and am frustrated so I can understand much of the concern everyone has and the fact that people do not know the complete story.  Plus there is a lot of miss-information out there.  Take for instance, the comment in Hemmings that the museum offered us "free" land (3 acres) to build a new headquarters/library. Correct BUT in exchange for that they wanted us to have a capital campaign to raise money for our building and SPLIT it with them.  So, if it would for instance cost 4 million for a new bldg. they would expect us to raise 8 million and give them 4 million for a piece of property that they have set at a million dollars (330,000 an acre).  So free is not exactly free. I am not trying to criticize anyone...just getting facts out as in the end you have to make your decisions based upon knowledge.

Steve, I've just read the Letter of Intent between the Club and the Museum, and Section F, paragraphs 1-5, don't support what you state above.

 

It states that the Museum will give the land, there would be a 45,000 square foot addition to the Museum.  Of this, 30,000 square feet would be for the Club and Library, and 15,000 square feet for the Museum.  The Club would raise the funds (as part of the new AACA Family, with Club and Museum still separate entities), and once sufficient funds were raised for the addition, any "extra" money would go for additional exhibits and improvements to the Museum.  Yet the Club "REJECTED" this in big red letters on the reply document, even though it was agreed to in principle as evidenced by the Letter of Intent and signatures.

 

That's a LOT different from saying "they would take half the money".  In addition, according to the Letter of Intent, at that point the Club would own 50% of the equity of the Museum assets (valued in the millions), so it would be supporting the Club too.

 

Now that the documents have been made available, I'd say the Museum board is being generous, the Club board has a problem we can't figure out.

 

Come up with an agreement between the Club and the Museum, and let the Club members vote on it.  That would settle it, the Museum states that they're still willing to talk.

Edited December 20, 2016 by trimacar
grammar got run over by a reindeer (see edit history)

[Bhigdog]

A post from Jeff Bleimiester from the museum confirming the authenticity of the letters was just deleted. As this one will soon be. WTF..........Bob

[Grimy]

Thanks, Matt. it's there now.  But I scrolled thru page 8 TWICE without seeing it before that message.

[John_S_in_Penna]

Was the posting by Jeff Bliemeister, the 

Executive Director of the museum, just deleted?

Clearly, yes.

It was up ever so briefly, and I thought it was 

constructive.  He's undoubtedly an AACA member

who deserves to have his say;  and his say is

even more important, based on his position.

 

Please, AACA officials, remember you work FOR the members,

you don't rule them.  And unless a posting is mean, let a

person enter into the discussion.

Edited December 20, 2016 by John_S_in_Penna (see edit history)

[Bhigdog]

For those that missed the post from Jeff B. It was quite conciliatory and constructive but was removed .............WHY? As of right now I have no opinion on who is right or wrong having only heard one side. But I do have an opinion on the ham handed attempts to manage the news. My hopes for a transparent and factual accounting of the situation are rapidly fading. The specious deletions of the museum's comments has awarded the high ground to the museum. When will the AACA learn?..................Robert Beck

[keiser31]

On 12/15/2016 at 10:17 AM, lump said:

Wow. I have donated stuff to the museum, because it was a part of AACA. Wonder what happens to that stuff now? Can you imagine how people who donated entire cars must feel? Hope everything works out ok. 

 

If anyone out there has the idea that donating an item to a museum means that they will keep it forever (to display so all could view or not), you are sorely mistaken. Once you donate an item, MOST museums have the option to sell that item for whatever reason they use to justify the sale. It usually has to do with needing more funds to run the museum. Sad, but I have seen donated items go away from a few museums.

[MCHinson]

Bhigdog,

 

I saw his post. I did not delete his post but I will simply state that an attempt to present only the Museum's side of the disagreement on the AACA's Discussion Forum is clearly not going to be tolerated by AACA. I would prefer that nothing ever had to be deleted but that is just not the real world.

 

I hope that we can all be patient and let all of the facts come out before we reach a conclusion. I personally look forward to all of the facts coming out. The documents that I have read on the museum site don't give me all of the facts that I need to know. One side of any conversation has the potential to be quite misleading. I will form my final opinion when I have seen all of the facts. I think we all agree that we would like both organizations to be able to be supportive of each other in the future. Flaming comments on the discussion forum based on the partial information currently available is not going to be helpful in the long run. Hopefully we can all remember to be patient and kind. Hopefully the long term result will be in the best interest of AACA, The AACA Museum, and the hobby at large. 

[Bhigdog]

3 minutes ago, MCHinson said:

I will simply state that an attempt to present only the Museum's side of the disagreement on the AACA's Discussion Forum is clearly not going to be tolerated by AACA

 

So we are to assume that, lacking any information to the contrary, the AACA's position, being the only one presented, is both the true and correct one. Is that actually what you are saying, Matt? Are you also saying that it's in the membership's best interests to be deprived as much as possible from hearing both side's positions. Disagreement will not be tolerated?????????? 

I would counter that if the AACA truly believes they are making their decisions in the best interests of the membership they would be begging the Museum to present their position so the AACA could show the membership the superiority of it's plan.

You guys are blowing the mission..................Robert Beck

 

[John_S_in_Penna]

We WANT to hear, and need to hear,

and deserve to hear, the Museum's side.

That's exactly what the earlier commentators were 

waiting for, after a presentation of the

AACA's position.  Certainly, their points will be

from their standpoint.

 

In an argument, one side may try to shout down the other.

Here, deletion would do the same thing.  Please don't try to

keep the Museum's sincere position from the members you serve,

nor think that the AACA website isn't a place for the Museum to speak.

They were our offspring until recently.  In a way, they still are.

Doing so deepens the rift and does not heal it.

Open up your hearts to the other point of view!

[MCHinson]

Bhigdog,

Let me try to explain it again. I am simply an AACA member and a volunteer moderator on the discussion forum. Arguments typically get deleted as a violaton of the rules. I personally look forward to all of the information coming out. I read the AACA's initial letter. I read the Museum's information posted on their website. I have read what Steve Moskowitz and a few board members have posted here. You certainly know if disagreements were not tolerated, you and I would not be having this discussion here. Wayne urged any with questions to call him. Steve has also extended that same offer. (Although I understand that Steve is not available today.) I hope that you and I, along with everybody else gets a chance to see all of the information soon. I hope that we can all be patient and wait for the information without disagreeable flaming or ranting here while we wait. I am not the most patient person in the world but for now, I am willing to wait for more information.

[trimacar]

The Letter of Intent was approved by both boards, Club and Museum.  I understand it's not a binding document, as is obviously and legally stated in it's content.

 

What I DON'T understand, is that this Letter of Intent was approved by the appropriate boards, it makes a lot of sense and is, in fact, very generous to the Club, yet for some reason it was rejected in nice big red letters.

 

There's something else going on here.

 

Put it to a vote.  I think that the Club board is supposed to work for, and represent, the members of the Club, and that doesn't seem to be the case here.

 

And, I don't want to hear "Oh, but the Forum is just a few of you"....put it out to the membership, the facts and the Letter of Intent, let it be a Club vote...

 

[trimacar]

27 minutes ago, keiser31 said:

If anyone out there has the idea that donating an item to a museum means that they will keep it forever (to display so all could view or not), you are sorely mistaken. Once you donate an item, MOST museums have the option to sell that item for whatever reason they use to justify the sale. It usually has to do with needing more funds to run the museum. Sad, but I have seen donated items go away from a few museums.

I understand that completely, I've seen museums sell things to fund ongoing costs....The Henry Ford even sold a LOT of historical irreplaceable items a number of years ago, an inexplicable move for a museum with a lot of funding.  That's really not the point. The point is, to me, that we as members of the AACA thought the goals and aspirations of the Club and Museum were, in not in perfect harmony, at least somewhat in sync.  To find out that there's no middle ground, particularly when there seems to be a good solution in writing and subsequently rejected by the AACA Club board, is very, very disappointing.

 

I bet any board member of the AACA is reading this and saying "Well, you don't know the whole story".  The Letter of Intent from November of 2015 speaks volumes to me, it's reasonable, and gives the Club half ownership of the Museum assets...seriously?  Millions of dollars of assets, and the Club is walking away?  It's not about the dollars, it's about keeping the common goal in the forefront....promote the hobby...together, the Club and Museum can do this...apart...wow, much more difficult to do..

[Bhigdog]

28 minutes ago, MCHinson said:

Arguments typically get deleted as a violaton of the rules.

And the violation of what rule caused the deletion of Jeff B's post.

28 minutes ago, MCHinson said:

You certainly know if disagreements were not tolerated, you and I would not be having this discussion here.

This isn't a disagreement it's a discussion. As such it should be encouraged.

28 minutes ago, MCHinson said:

Wayne urged any with questions to call him. Steve has also extended that same offer

A gracious and appreciated offer, and I've had a very pleasant conversation with a current board member, but I think a more public airing, rather than a one on one conversation is called for.

 

28 minutes ago, MCHinson said:

disagreeable flaming or ranting

I've only seen one post I would characterize as that and it was self deleted upon the OP's reflection.

 

28 minutes ago, MCHinson said:

I am willing to wait for more information.

As am I, as I've said more than once. However, watching said "more information" being preemptively deleted for specious and nebulous reasons can only be seen as information suppression. And that is BLOWING THE MISSION...............Robert Beck

Edited December 20, 2016 by Bhigdog (see edit history)

[W_Higgins]

Golly, turns out it is a complex and multifaceted transaction.  Fancy that.

 

 

 

[oldford]

I have read the letters posted on the Museum's site and I think I can put a basic time line together, even if only one side is available. Just on item jumps out at me as puzzling...  I'll quote it here from the Museum's response:

 

"Finally, during our meeting of November 21st our Board overwhelmingly voted to remove Tom Cox as a member of our Board under section 2.6.2 of our bylaws. Please note the motion, as adopted, does NOT eliminate the “AACA Position Director” from our Board. Therefore, you (as President of the AACA) or another designee of your choice are welcome to fill the now vacant slot."

 

Did Tom Cox stir the pot? Was he part of the reason for the division?  I don't know Mr. Cox, but it seems odd that the Museum would remove him from the Board, only to ask that he be replaced...

 

Frank

Edited December 20, 2016 by oldford (see edit history)

[John_S_in_Penna]

2 minutes ago, oldford said:

Did Tom Cox stir the pot? Was he part of the reason for the division? 

 

The interesting thing here is that office-holders

on both sides are GOOD GUYS.  Car fans too.

Maybe those office-holders all need to step back

for a while for some self-reflection.  Maybe go back

to the garage as Steve M. said he was doing yesterday.

 

They shouldn't reflect on their hurts or others' offenses;

instead, just reflect on being your true selves.

 

Undoubtedly, there is a solution for this eventually, everyone.

[Peter J.Heizmann]

39 minutes ago, oldford said:

Did Tom Cox stir the pot? Was he part of the reason for the division?  I don't know Mr. Cox, but it seems odd that the Museum would remove him from the Board, only to ask that he be replaced...

 

Frank

 

Frank,

 

By your own admission I find it very disturbing that you would post cynical questions on a public forum about someone you admit to not knowing.  Tom is one of the finest people you would ever want to meet.  I suggest you contact Tom and ask him directly.  On the home page click on the icon in the header bar for board contact info.

 

As for the removal from the Museum Board I am "guessing" it was done according to the by-laws to clean the slate of the position after the vote to split.  As you noted Tom or another AACA Board member was invited to fill the slot going forward.  

 

There always has been an AACA board member on the Museum board as long as I can remember.  I did it for a year in 2010.  When the AACA board assigns duties and positions during the annual reorganization in Philadelphia one of the directors is assigned.  The assignment is basically a liaison between the AACA board and Museum board.

 

Personally I am patient and will simply await more info as it is disseminated by both entities.

 

Regards,

 

Peter J.

 

 

[MCHinson]

I am posting this upon request of Steve Moskowitz;

 

 

Gentlemen, this is exactly what I feared would happen.  You are cherry picking comments from documents.  My final comments were from the LAST proposal made by the museum.  You will have a complete answer on all of this from our board tonight.  The 45,000 sq. ft. addition was generous on our part as we were going to pay for it!  The museum would have gotten 15,000 feet free.  There was much more to this but the concept at the time (which we were the first to advocate) would have disenfranchised our members according to our non-profit attorney.  The devil is in the detail.  Hopefully a full answer from our board will satisfy you.  Personally, I am disappointed that another business came to our site to stir things up.  I am also disappointed that our club, your club has not been given the benefit of the doubt as I believe 100% that their actions have been justified in this instance.  The board is working on a full response to our members and just needed time.  Our board is not always available 24/7 and I am out for two days.  I will be back to respond on Thursday.

 

Steve Moskowitz

Antique Automobile Club of America

Executive Director

aaca1@aaca.org

[ChazA]

Whew, read through the thread, along with the docs!  Seems complex with a AACA "Family" BOD, Museum BOD, AACA BOD, 50% ownership or partial...etc...a lot of volunteer resources, with probably similar functions and duplicate efforts.  Bottom line, root cause was AACA not being a 501.3c when museum started, and in hindsight, it would have been better for that tax change status to occur first.  So we must move on, and what would be best next step?  Now that we are a 501.3c, why not just start a second AACA Museum?  

 

If we are already looking for real estate for the new office/library, why not look for a parcel that can be expanded, such as the land used by the Gilmore Museum as an example.  Call it AACA Antique Automobile Museum at Hershey "South" or whatever.  Start off with 50 cars or less.  Get a parcel very close to the Giant Center..or within walking distance  When I attended "German" night last year at the Fall Meet, there were a ton of cars in the museum garage as there was no room to display them.  The "dealing/negotiating" maybe should be for some of the cars, if not start again from scratch.  

 

I love the Tucker display and bus display at the museum...maybe they morph into the Tucker and Bus Museum...or some other morph, pre war, etc..  I would think in the Hershey area, two museums could survive.  Heck, the Gilmore is in the middle of nowhere and from what I could tell in Sept when I was there, they seem to be doing OK   

If both work together, even as separate museums, it would prevent more bad feelings, and we'd be doing what is best for AACA members and the hobby.  AACA members would most likely visit both.  May be easier to negotiate what vehicles each will focus on vs the complex deals I see proposed. 

 

Chuck Swanson

 

 

 

 

 

 

Edited December 21, 2016 by ChazA (see edit history)

[Grimy]

I do not, for a New York second, think that the Museum documents reflect a complete and accurate view.  However, many of us perceive that the Museum has been more forthcoming than AACA Club in providing ACTUAL DOCUMENTS rather than interpretation (some might say "spin").

 

First, I accuse NO ONE of bad faith or of being a jerk in a public place, but I was aghast that the agreement in the jointly-signed Letter of Intent of November 2015 could have turned into such acrimony in a mere 12 months. In my long ago day job, I was fully aware of how quickly differing positions could turn to acrimony, and sought to defuse that wherever and whenever possible.  KEEP TALKING TO EACH OTHER.  In the latter respect, with my extremely limited knowledge I strongly recommend that the Board reconsider its decision to de-fund the Museum for 2017--give it another year. 

 

I truly hope that the AACA Board sees fit to give us (or at least, MEMBERS, via the magazine) access to DOCUMENTS.  Steve, because the Club got scooped on that issue, I really think the Club is obliged to present its position with DOCUMENTS.

 

Edinmass and I serve on the Pierce-Arrow Foundation Board of Trustees. We know from experience that there have been, and will continue to be, disagreements on administration and certain initiatives, but we all KEEP TALKING and MAINTAIN RESPECT FOR BOTH SIDES and find solutions.  We are, of course, much smaller and cohesive.

 

Hoping that the Club and the Museum KEEP TALKING!

[Guest AACA National Board]

As expected, many of you have questions. We all share a responsibility to see that the integrity of the information and discussions here on this forum are preserved, and for that reason Wayne, Matt, and others have tempered the anarchy which ensues when information is posted without context. The Museum chose to post a number of documents and a position from Jeffrey  Bliemeister, all of which was shared with Daniel Strohl of Hemmings. You will notice that the Museum site does not allow anyone to respond directly to what was posted. Consequently, we will not entertain debate from them on this site or allow items to be taken out of context. At this point, both sides have continued to speak to the press today regarding our respective positions.

It is important to note that despite the conspiracy theorists and those who thrive on the negative, the AACA Board of Directors has consistently taken actions that preserve your relationship with the AACA in the same way its been done since our founding. AACA is first and foremost a membership based organization and we will not allow anything to infringe on that. Additionally, we have both a fiduciary and ethical responsibility to you, and that includes running the business side of this organization in a thoughtful and prudent manner which ensures its future.

What follows are the documents posted on the Museum page and shared in our discussions with Hemmings today. You will find our comments and the clubs positions within the text as this is the easiest way to address the points in the LOI and other documents. We are having technical issues posting the LOI and other documents in a format which allows embedded commentary. We will resolve that issue tomorrow. For now we will respond within the text of the position letter from Jeffrey Bliemeister below.

 

 

 

AACA MUSEUM RESPONSE – Prepared by Jeffrey E. Bliemeister, AACA Museum Executive Director

 

The old car hobby recently learned of the Antique Automobile Club of America’s decision to defund and end formal relations with the AACA Museum.  The two organizations have been in merger negotiations for approximately two and one half years and at one point had a jointly signed letter of intent to move forward.  The Club reneged on their commitment and ultimately rejected a total of 11 different proposals from the Museum before announcing their decision to end the relationship. Its important to note that the Museum approached us about a MERGER, which as you will see from their final document is something they ultimately chose not to support. Additionally, a letter of intent is just that, ...by its very description it is not a commitment and not a binding document. Therefore the club did not "renege". The issue with the LOI will be discussed in more detail once we are able to post it in the desired format. However, the Club board did not follow through with the LOI ( which was a jointly created proposal) since it called for a governing Board above both the Museum and Club Boards. Upon further reflection and upon determination by Clubs legal counsel, it was determined that such a governance arrangement would disenfranchise or infringe on our memberships voting rights. The Museums Board is self appointed and not elected while the Club Board is. As opposed to the Museum, The National Club is a membership based organization which made the arrangement in the LOI problematic. Those differences are reiterated and acknowledged by the Museum in the paragraph below.

 

The AACA Museum is an independent 501 (C) 3 not-for-profit organization.  While the AACA certainly gave birth to the Museum, it was not created with the intent to eventually be merged with the Club. This is contrary to the statement of a founding member of the Museum Board who spoke at the Clubs Board Meeting in Hershey, and is incongruent with the opinions of many club Board members who were active in the formation of the Museum  Membership clubs and museums have two completely different missions, structures and sometimes even audiences.  What brought the two organizations together We founded the museum, we did not bring it together with the club. It was created in the same manner as the AACA Library and Research Center ,and was expected to be both a resource for our members and the automotive community at large. The Library Board merged the library with the Club as soon as it was possible. and has kept them together was people who shared a dream and a common love of the antique automobile and its history.  The AACA National, and its regions and chapters, have changed their governance structure over the years to become non-profit organizations.  This was done for a variety of reasons, none of which was to qualify National to merge with the Museum. Their assertion that none of the reasons for our IRS status change were related to a potential merger, is wild and unfounded conjecture not supported by our actions with the Library and Research Center

 

In the Hemmings article that broke the story, the Museum responded accurately to all questions it was asked and refrained from engaging in dialog that might further the deepening division between the two entities.  Until these recent events, the Museum’s Board of Directors considered the discussion open and unresolved. As you will see as we continue to post documents, the museum refused our final plea to continue discussions by demanding we pay for the privilege of further discussions. In response to the subsequent posts on the Hemmings Blog and AACA Forum, plus the language of the Club’s letter recently sent to its members, the Museum must now share some of the facts regarding the merger discussion.

 

First, it is paramount that everyone realizes the AACA Museum is financially solvent and can stand on its own. We would ask the Museum to place an average dollar figure on the income it derives annually from selling donated vehicles, and we would ask for a historical timeline and accounting on their debt. It appears to have remained at the same level for many years with no appreciable reduction.   The Museum has approximately 18.5 million dollars in assets between its physical plant, land and historical vehicle collection, an appreciable portion of which came from the AACA and its Members. We should also ask the Museum if the vehicles they sell bring the same value they show on the books reaching the number they reference above. Many of those vehicles sold off do not sell for the valued amount, leading us to believe a good portion of the collection may be over valued. It is also important to note that the Museum does not hold title to the Tucker Automobiles in the collection.  The Museum operates in the black with a 1.5 million dollar annual budget. The museum may be solvent, but it surely isn't what could be described as particularly profitable either. At times the sale of vehicles appears to have kept it in the black...which is troubling.  It is a mission-driven 501 (C) 3 organization that is not going anywhere. Easy to say, but why has the Museum been unable to close the revolving door on the Museum Executive Directors position? They have had a new one every couple of years. The Club’s implied fear of the Museum changing its focus to something different and therefore damaging the AACA brand name is an insulting and ridiculous statement. Not at all given what has happened to many automotive and other museums across the country.  AACA members played a tremendous role in getting the Museum to its current level, but overall involvement and investment in the institution has been far-reaching and well beyond the AACA since initial incorporation and has continued to grow over the years.  Funds to purchase the property and construct and outfit the Museum came from a wide variety of sources.  Outside partners such as MBNA Credit, the Museum of Bus Transportation and the Cammack Family, among many others, were all vital in shaping our success : "Well beyond" is a big stretch, since the club alone has contributed over one million dollars, not counting what our individual members, Regions and Chapters have given over the years in vehicular and cash donations.Those donations surely amount to millions more..AACA is cumulatively the most significant donor to the Museum, yet they continue to minimize our contributions and insult the generosity of our membership.  Yes, individual AACA members and many regions and chapters have been extremely generous to the Museum.  We are grateful for this support and hope it continues, despite the current situation.

 

The AACA’s formal financial contribution to the Museum started in 2008, five years after we opened to the public.  It amounts to approximately $80,000 per year, which translates to approximately five percent of the Museum’s operating budget.  For that contribution, which amounts to about $3.00 per person, all AACA Club members are given free unlimited admission to the Museum.  That’s not a bad deal as the regular admission rate is currently $12.00 for a single adult ticket. Its a terrible deal... if this were not a donation but a business deal, wed be far better off to buy tickets and distribute them at the full price of $12.00 to the 884 AACA members they say came through the gate That benefit is advertised as part of Club membership.  Club member attendance through this program amounts to approximately 2.5 percent of our roughly 70,000 person annual attendance (2.6% or 884 visitors for January – November 2016).  That is the extent of AACA’s outright financial contribution to the Museum.  Of course of there are many other programs and events that benefit the Museum in which the Club or Library plays a role.  The three organizations traditionally hold a vehicle raffle.   Support is given for Night at the Museum during the October Meet.  The Museum itself is also a recipient of funds from the annual Elegance at Hershey. Which it received with the insistence and support of our AACA Exec Director Steve Moskowitz one of the founders of The Elegance The difference is that the Museum has a stake in all of these activities and plays an equal and sometimes leading role in providing volunteers, marketing and logistical support to insure each event’s success.  The money is not a gift This is yet another time when the museum refuses to acknowledge the generosity of our club and membership...remember the number of our members who actually take advantage of the free entry vs our 80K donation as acknowledged by the Museum above. It is for all intents and purposes a gift and more importantly, all AACA entities benefit.  Divided on these projects, everyone loses.

 

Merger discussions have been ongoing for two and one half years, but the AACA membership and the general public really don’t know what’s transpired.  Yes, there was always a general sense that it would be good to have all AACA entities together on a single campus, but how and when that might be accomplished was never clear.  A merger can mean many different things.  Over the course of these discussions, eleven different proposals were offered by the Museum and each was rejected by AACA National. Many of these proposals did not originate solely with the Museum as they would have you believe, but were the result of joint discussions. Some were turned down by the club ,and some were turned down by the Museum.  The proposal associated with the signed letter of intent actually offered the Club a 50 percent equity share of the Museum’s land, along with many other favorable provisions. At a very significant overall cost, and with no path to consolidation of the two entities and at the expense of our memberships voting rights and without any safeguards which protect our memberships continuing investment in the Museum  AACA National has always had a dedicated seat on the Museum’s Board of Directors.  It is written into the Museum’s by-laws due to the fact the Club founded and supported the Museum financially through its efforts with Regions, Chapters, and individual members.  The Museum has no representation on National’s Board. It was done that way because the Museum was a cash negative or neutral for the Club. Directors positions are typically given on Boards to individuals or entities which financially benefit the organization. In this case it was the other way around. AACA National has ongoing access to all Museum correspondence, and was privy to every detail of the negotiation process.  Due to this representation there could be no behind the scenes dealing and no surprises from the Museum. This is not  entirely true since on several occasions the Clubs position Director Tom Cox as well as Museum Board Member Emeritus currently on the Club Board Don Barlup were asked to leave the room during some Museum Board discussions The last rejected proposal (we will address this proposal in its entirety tomorrow) included a multitude of tenants that would greatly strengthen the ties among our groups, including a joint membership program, and an offer of support from the Museum to help raise money for a new AACA Headquarters and Library building, much in the same spirit of the Museum’s construction fifteen years ago...AACA National did not share in those monies raised. They worked to raise funds for the museum alone. The Club did not demand the Museum split the funds raised with the club.  Finally, the Museum also offered the outright gift of three acres of land on the campus, believed to be worth in excess of one million dollars, for this construction.  Both organizations would keep their boards of directors and separate federal employee identification numbers (EIN).The Museum over values the land referenced, requires we increase our annual gifting from the current 80K to over 300K, and requires the club to split all money raised in a capital campaign to build a new Library and Research Center and Headquarters. This is hardly free.

This proposal was dismissed by the Club on the grounds that they owed their members complete equity and control.  Their final negotiation hinged on that equity being one hundred percent and include the dissolution of the Museum’s Board of Directors and the forfeiture of the of the Museum’s federal Employee Identification Number (EIN), essentially ending the AACA Museum as an organization. Our final offer which they refused to listen to  without being paid would have allowed the Museum autonomy, and kept their Board intact. Lost in all of this is the simple fact that no one, including AACA members can “own” the AACA Museum.  When you make a donation to the AACA Museum or any other type of not-for-profit, such as the American Red Cross, your church or the school you attended, you do so because you believe in the organization and support its mission.  It’s not realistic to expect any “ownership” as a result.  Non-profits, by their very nature belong to no one and everyone at the same time. This is a clever but not pragmatic smokescreen . Is there truth in the statement?....yes, but not in the real sense of how things are structured within such a business entity. The non elected Museum Board can sell off vehicles, land, etc. at will. Ownership is a matter of semantics here.

 

The Board of Directors of the AACA Museum is appreciative of the relationship that has existed between the two separate organizations since day one.  It is sad that the way the two groups have operated for the last fifteen years is going to be discarded because AACA National sees only one dictatorial path forward and no ground for compromise. THE ENTIRE CLUB MERGER COMMITTEE refused to give up and  AGREED TO STEP DOWN in an effort to find compromise through the efforts of a THIRD PARTY NEGOTIATION GROUP. Their statement here is disingenuous at best.  From the Museum’s point of view, negotiations are still open.  In recognition of our history and relationship, the Museum will continue to honor our policy of providing complimentary admission for AACA Club members, regardless of this decision.  In the spirit of transparency, the AACA Museum will make available all information regarding the merger and invites the National Board of the AACA to share our most recent proposal and any of our ongoing documents with their membership for comment and discussion. Again, we have no desire to get involved in a PR war orchestrated by the Museum....there is nothing to be gained other than to harm that which we all stand for. We reiterate that we founded the Museum, and our members and the Club have over the years been its greatest supporter. We wish them well as they hold much of our DNA

 

[nick8086]

if you do not have new members or support nothing else matters..  For the club or the Museum..

 

 

[John_S_in_Penna]

Thank you, AACA Board, for posting that lengthy

explanation for us all.  It combines the Museum's

position with the national board's comments, in a

very understandable format.

 

I'm sure more information, to come, will be helpful too.

I guess we'll have to go to the Museum's website

to see their further explanations, if they care to post 

them there.

[Bhigdog]

Thank you, Steve and board, for giving the membership your rational on the decision to break away from further support of the Museum. An open airing of both sides views, without deletions or redactions, is exactly what should be happening. I'm not sure I would describe presenting both side's views of the situation as a "PR war". It would help us better understand, point by point, the clubs position ......................Bob

[AC Fuhrman]

Guys I actually woke up around 3:am and worried about this mess! (It's that important to me!) Is there still a way or plan to 'go back the old drawing board' so to speak and see if a new deal can still be worked out - putting all previous behind us?

The land is still there, the want for a new Library/HQ facility is still there. We have so much to work with  - great people, great Club, magazine, forum, Museum & Library that everyone involved enjoys and obviously cares deeply about! Steve and Jeff are true 'car guys' and concerned Executive Directors of their respective 'units,' we are lucky to have them both! Both boards are made up of dedicated volunteers. What can I/WE do to HELP?

 

Here's a photo of James Melton a past AACA National President who operated his own museum. (He's been called yesterday's Jay Leno.) Let's hope he'll send us down some guidance!

PS - both of his books are in OUR AACA Library - see I got all three in!  It can be done.

[W_Higgins]

9 hours ago, AACA National Board said:

  It is a mission-driven 501 (C) 3 organization that is not going anywhere. Easy to say, but why has the Museum been unable to close the revolving door on the Museum Executive Directors position? They have had a new one every couple of years.

 

Inserting a rhetorical question in a discussion such as this reads as though it was designed to be a cheap shot to fan the flames.  I fail to see how it is constructive.  Overall, it is a reply loaded with a lot of "he said / she said" and no documentation.  Yes, I saw the part about "technical difficulties" with posting documents but, given the context, this looks hasty and given how long this has been allowed to fester, another 12 hours wouldn't have sunk the boat.

 

While we're throwing all these numbers around, I would like to see specific numbers pertaining to the Library.  It gets used a lot as a tool in this discussion, but there is nothing that I can find in the Club's 990 that details what it generates on its own and / or what the Club spends to prop it up.  It's a wholly relevant part of the equation that to this point is still blank.

 

 

Edited December 21, 2016 by W_Higgins
typo (see edit history)

[39BuickEight]

Clearly all of this discussion is not accomplishing anything, to some folks.  That's what happens when we rely on typing instead of speaking.   A person can type something, but without inflection or non-verbals to go with it, the words become completely literal and often misinterpreted by the reader.

[R W Burgess]

31 minutes ago, 39BuickEight said:

Clearly all of this discussion is not accomplishing anything, to some folks.  That's what happens when we rely on typing instead of speaking.   A person can type something, but without inflection or non-verbals to go with it, the words become completely literal and often misinterpreted by the reader.

 

There you go Billy, and that's why I posted my phone number, although I am busy every day keeping 8 people gainfully employed. The majority of our Board are still working too, so naturally they can NOT stay on the forums reading comments all day. The post this early morning (did you notice the 1am) was from our complete Board. More than one person was involved in that post. I think it pretty well covers everything. 

 

Thanks for your patience!

Wayne

[Bhigdog]

Evidently the Club seems to have it's mind already made up and sees the Museum as an enemy to be foiled by whatever means. I'm not so sure the larger membership, at this point, sees either side as having the most compelling case and simply would like more information so as to better decide what is the best course of action the club should take. Steve's rebuttal in his last post was effective because he was able to counter the Museum point by point. Letting the Museum post in the forum would not only give the Board the opportunity to present a cogent rebuttal but it affords the AACA the moral high ground. I fear the Board is letting ego and emotion get in the way of logic and free flow of information.

By not allowing the Museum to present their case directly to the membership the club is coming across as petty and, worse yet, insecure in it's position.

At some point the Club will likely wish to spend a million(s) of member's monies on a new headquarters. Making a solid case for that now will make it go down a lot easier in the future. And yes, "PR" war or not , is important................Bob

[TomCox]

1 hour ago, Bhigdog said:

Evidently the Club seems to have it's mind already made up and sees the Museum as an enemy to be foiled by whatever means. I'm not so sure the larger membership, at this point, sees either side as having the most compelling case and simply would like more information so as to better decide what is the best course of action the club should take. Steve's rebuttal in his last post was effective because he was able to counter the Museum point by point. Letting the Museum post in the forum would not only give the Board the opportunity to present a cogent rebuttal but it affords the AACA the moral high ground. I fear the Board is letting ego and emotion get in the way of logic and free flow of information.

By not allowing the Museum to present their case directly to the membership the club is coming across as petty and, worse yet, insecure in it's position.

At some point the Club will likely wish to spend a million(s) of member's monies on a new headquarters. Making a solid case for that now will make it go down a lot easier in the future. And yes, "PR" war or not , is important................Bob

Bob while I'm an infrequent poster here as I still work 50 + hours a week, I first joined this club at age 13, and am a  lifetime AACA member. In recent years I have  followed your posts . You always appear to be reasonable, but your comments here compel me to respond to your suppositions which are ill founded. You apparently have missed the point that our entire merger committee on the club side volunteered to step aside and delegate negotiations to a third party non board affiliated group of members, many of whom are substantial advocates for and donors to the Museum. We in fact asked the Museum TO KEEP DISCUSSIONS OPEN. Which is hardly as you charactersize " mind alreadly made up and sees the Museum as an enemy to be FOILED by whatever means (Seriously??) Our offer to the Museum of this continued dialogue through a third party group was rebuffed by demands that we provide full financial support for 2017 for the privilege of having them sit down with that third party group. You will see that letter on this forum. Clearly if there were egos involved they did not come from our side.

 

Our group has spent hundreds of hours on this issue, and I have personally logged nearly 5,000 miles of driving to meetings in Hershey. We have taken this very seriously. We want the club and Museum to be together, but at what cost? Would it matter to you if we made a bad deal which wasn't in the interests of our membership? I have no doubt that if we made a sweetheart deal which lopsidedly benefited the Museum and disenfranchised your voting rights as a member you would be more bellicose than you are now.

 

I would also like to point out that while Steve is intimately involved in this matter as you would expect and for which we are grateful, The "rebuttal" you reference did not come from him, but directly from your Board. Your assertion that we seem "insecure" in our position is interesting given that our Board votes on all relevant Museum issues have been 100% unanimous, which Is difficult with the most benign of motions. I can assure you we are more than confident in our positions, and with good reason. I have faith you will eventually feel the same way.

 

The Museum has presented their case Bob, and we are responding and presenting ours.

[edinmass]

My final comment on this subject. I have no axe to grind, and no reason to favor one orginazation over the other. I digested the material from both sides. Read between the lines, and have come to the following conclusion. The Museum has overreached and over played its hand. Interestingly, as a avid collector of museum quaility items, I recently have begun giving up my collection of what I consider some of the best automobilia and dealer items that exsist anywhere, I have been donating them to museums that please my idea of what a transportation museum should be. I may have considered making a donation to the AACA Museum in the past. Now I will not. I am sure it will have no effect on the current events as they transpire. I will continue to support the AACA, and now, may even bring a car to Philly just to pay things forward. Thank you all for your hard work and dedication(AACA Car Club). I look forward to another forty six years of the fall meet.........Ed

 

 

Edited December 21, 2016 by edinmass (see edit history)

[Grimy]

My take thus far: 

 

The Club Board's line-by-line rebuttal to the Museum's polemic needed to be done.  But as I said earlier, the Museum's webpage statement is more heat than light. I see the Club Board's comments as somewhat more measured, but not that much. Both sides are clearly disappointed at the outcome, and that's a GOOD thing. It's time to refrain from further attacks and return to business.

 

Value of the land, which seems to be an issue, should be established by a MAI appraisal (cost to be equally divided), not that of a broker or even worse Zillow.

 

I applaud the Club's offer to have a new negotiating team which would include donors to both the Club/Library and the Museum--thanks for the added information, Mr. Cox.  I believe the Museum should meet that offer with their own new team, although we all recognize that certain principals of each must be involved, and the Boards of each need to approve any new offer. The negotiations to this point appear to me to have become so toxic that a change of players is not only warranted but necessary.

 

As I also said once before, *one* more year of Club financial and usual fundraising support to the Museum should not be that big of a deal, and demonstrates the Club's goodwill. Obviously, the Museum should reciprocate and do one more year of business-as-usual on events and fundraising.

 

Negotiators and principals on both sides, I'm sure you have all had protracted negotiations for that special car or that special piece of real property.  Please remember the primary lesson most of us have learned--if it's a car or property you'd keep for many years, it's worth it to pay a little more than it may be worth today. The membership is interested in this because we know this to a certainty.

 

Edinmass's post states why we, the members, are so interested in this:  We have cars, literature, and automobilia that will have to be disposed of after our deaths.  We are vitally interested in finding *worthy* homes for that stuff. Ed has, hopefully, much more time than I do--I'm more than 20 years older than he is.

[W_Higgins]

42 minutes ago, TomCox said:

You apparently have missed the point that our entire merger committee on the club side volunteered to step aside and delegate negotiations to a third party non board affiliated group of members, many of whom are substantial advocates for and donors to the Museum. We in fact asked the Museum TO KEEP DISCUSSIONS OPEN. Which is hardly as you charactersize " mind alreadly made up and sees the Museum as an enemy to be FOILED by whatever means (Seriously??) Our offer to the Museum of this continued dialogue through a third party group was rebuffed by demands that we provide full financial support for 2017 for the privilege of having them sit down with that third party group.

 

Isn't that really just a "different party group" rather than a "third party group"?  My understanding is that a "third party" as applied in the traditional sense would be an impartial one.  It is hard to see where a different set of Club members is going to be able to act impartially no matter how principled or well-intentioned..

[MCHinson]

Walter, 

 

There is enough information available for people to read and spend many hours digesting all of the "what if" scenarios that they may wish to come up with. There are obviously many more communications that have gone between the AACA committee and the AACA Museum committee members during the attempts to merge the organizations. I don't personally think that we need to disect every word in an attempt to find fault. I find it odd that the Museum's stated position seems to be that they want to continue to negotiate and yet one of their most recent actions was to throw the incoming 2017 AACA President off of their board a couple of months before he assumes that office. We now know that the AACA Board has attempted to offer other individuals to negotiate with the Museum but the Museum Board's actions clearly demonstrate an intent that is quite different from there "stated" position. 

 

Hopefully in the future, there will be a chance to make a merger happen or else hopefully the two organizations can at some time in the future have a relationship more like what it has been in the past. For now, it sounds like the AACA Board is doing what it needs to do in the interest of the membership. The board has my support unless I learn something far different from what the currently available information shows.

[W_Higgins]

13 minutes ago, MCHinson said:

Walter, 

 

There is enough information available for people to read and spend many hours digesting all of the "what if" scenarios that they may wish to come up with. There are obviously many more communications that have gone between the AACA committee and the AACA Museum committee members during the attempts to merge the organizations. I don't personally think that we need to disect every word in an attempt to find fault. I find it odd that the Museum's stated position seems to be that they want to continue to negotiate and yet one of their most recent actions was to throw the incoming 2017 AACA President off of their board a couple of months before he assumes that office. We now know that the AACA Board has attempted to offer other individuals to negotiate with the Museum but the Museum Board's actions clearly demonstrate an intent that is quite different from there "stated" position. 

 

Hopefully in the future, there will be a chance to make a merger happen or else hopefully the two organizations can at some time in the future have a relationship more like what it has been in the past. For now, it sounds like the AACA Board is doing what it needs to do in the interest of the membership. The board has my support unless I learn something far different from what the currently available information shows.

 

Check-o.  No attempt to understand the situation is valid unless that understanding supports blindly following the Club without documentation.  Understood.

 

So far everything has been without.  I think most here are more interested in seeing docs rather than hearing filtered opinions.  If the people posting here don't want to entertain questions, they shouldn't be posting.

 

 

[Doug Novak]

Hope in the end everything works out for all, but are we possibly spinning our wheels? Do we have an alternate direction to follow which can also indicate what can be done to establish a new HQ, Library and Research Facility, with potential Cost to Build, and a time line, somewhere other then the Museum Grounds?

 

Worst case, what happens if we put the expansion on the back burner, stay put and possibly have a remote location near the existing HQ, for ware housing the over flow donations which could be cataloged and retrievable upon request?

 

To have an alternate plan might help relax the the current situation knowing life can go on with out the Museum's involvement. It might be more cost effective as well. Just something to think about.

Edited December 21, 2016 by Doug Novak (see edit history)

[West Peterson]

18 hours ago, Peter J.Heizmann said:

Tom is one of the finest people you would ever want to meet.

Peter J.

 

 

 

Peter

I echo your statement regarding Tom, but would like to add that, as a non-participating invited guest in some of the AACA Board meetings, I lay witness that there is absolutely no one on the board that had any sort of ulterior agenda in this matter other than to seek what's best for the club. They have carried out their fiduciary responsibilities, and for that, I am thankful for, and proud of them.