JUNE 22, 2017 SPECIAL MEETING MINUTES
SHIPSHEWANA CAR MUSEUM, INC.
SPECIAL TOWN COUNCIL MEETING
JUNE 22, 2017 4:00 P.M.
SHIPSHEWANA TOWN HALL
ROGER D. YODER COUNCIL ROOM
345 N. MORTON STREET
SHIPSHEWANA, IN 46565
PRESENT: Board of Directors: C. Arlene Lazzaro, President; J. Mike Wilcher, Secretary.
Staff: Mike Sutter, Town Manager; Bob Shanahan, Town Manager; Kurt R. Bachman, Corporation Attorney; Ruth Ann Downey, Town Clerk-Treasurer. Public; J.R. Hostetler, Elmer J. Mast, Heather Black, Roger Schneider, Lamar Hochstetler, Marvin Wittmer, LeAnn Hochstetler, Ruby Wittmer, Guy Thompson, Pauline Hostetler, Vivian Lavine, Brett Arnett, Beth Thornburg, Laurie Sherck, Joanna King, Roger Yoder, Phil Heyerly, Ryan Riegsecker, Mel Riegsecker, Keith Lambright, Elsie Miller, John Kruse, Robert Yoder.
The meeting was called to order by C. Arlene Lazzaro who noted that all Directors were present, but due to the passing of Esta Hostetler a vacancy has been left on the Board. The first item of business is to fill the Board vacancy. Discussion followed.
APPOINTMENT: J. Mike Wilcher moved to appoint J.R. Hostetler to the Board of Directors of the Shipshewana Car Museum, Inc. C.A. Lazzaro seconded the motion. Motion Carried.
J.R. Hostetler took his position on the board.
AMENDMENT TO THE BY-LAWS OF THE CORPORATION: K. Bachman presented a Resolution to Amend the Shipshewana Car Museum, Inc. By-Laws. Discussion followed.
- Barnett introduced himself as J.R.’s attorney and requested to speak. President, C.A. Lazzaro did not grant permission but B. Barnett continued to speak. K. Bachman explained this is not a public hearing but a meeting of a private corporation. Discussion followed.
President C.A. Lazzaro reiterated that no public comments were to be made.
Board Member J.R. Hostetler expressed disappointment and explained he did not understand why there is consideration to expand the Board now when before the Board was kept at three members.
- Bachman reported that the Town Council had passed a Resolution at their June 8, 2017 Council Meeting asking for a review of the number of Car Museum Board Members and the recommendation to increase the board to four members was in the notice. Discussion followed. The audience continued to inappropriately speak out, and a request to produce this Resolution was made.
Clerk-Treasurer, R. Downey produced a copy of A RESOLUTION OF THE TOWN COUNCIL REGARDING THE WRITTEN APPROVAL OF THE TOWN COUNCIL OF THE TOWN OF SHIPSHEWANA, INDIANA, TO A PROPOSED AMENDMENT TO THE CODE OF BY-LAWS OF THE SHIPSHEWANA CAR MUSEUM, INC., that was approved by the Town Council on June 8, 2017 and provided copies to the Board of Directors. (See attached).
Board Member J.R. Hostetler once again requested a clear reason why a fourth member should be added when in the past no one wanted to expand.
The audience continued to inappropriately speak out. President C.A. Lazzaro once again asked the audience to be quiet and allow the Board to conduct their business, noting that opportunity to speak would be given at the end of the meeting.
MOTION: J. Mike Wilcher moved to amend the Shipshewana Car Museum, Inc. By-Laws per the direction of the Town Council to increase the membership of the Board of Directors to four members. C.A. Lazzaro seconded the motion. Roll Call: AYES: J. Mike Wilcher, C. Arlene Lazzaro. Nays: J.R. Hostetler. The motion passed as made with one in opposition.
ADDITIONAL APPOINTMENT TO THE BOARD OF DIRECTORS: K. Bachman referred Board Members to Section I on page 2 of the June 8th Resolution passed by the Shipshewana Town Council and pointed out that the Council has given written approval of the Amendment to the Bylaws of the Corporation and that the Council appoints Elmer J. Mast to fill the position on the Board for a term of one year or until his successor be appointed and qualified. Discussion followed.
MOTION: J. Mike Wilcher made a motion to appoint Elmer J. Mast to the fourth portion of the Shipshewana Car Museum, Inc. Board of Directors. C.A. Lazzaro seconded the motion. Roll Call:
AYES: J. Mike Wilcher, C. Arlene Lazzaro. NAYS: J.R. Hostetler. The motion passed as made with one in opposition.
Elmer J. Mast took his position on the Board of Directors.
REVIEW AND CONSIDER SALE OF THE AUTOMOBILES VIA AN AUCTION: Mike Sutter reported that he had been doing research regarding possible auctioneers for the cars and recommended that the Car Museum Inc. Board consider Worldwide Auctioneers out of Auburn, IN. M. Sutter referred members to their packet for an example of what Worldwide Auctioneers prepares for an auto auction and pointed out that there are only three or four other auctioneers who do this type of auction in the Country. Discussion followed.
C.A. Lazzaro reported that a few months ago a proposal has been made to the Board to expand the number of members on the Board to 7 or 9 members but this needs to happen through a private agency and not the Town. We do not want to take taxpayer dollars to operate a museum that generates between $16,000.00 and $25,000.00 annually. C.A. Lazzaro invited comments from the audience with a 3 minute per person allowance.
- Riegsecker reported that the proposal presented to the Board included a guarantee of 10 years with no cost to the Town because Esta Hostetler said she would fund the operating cost of the museum for 10 years. The Town would still hold the title to the cars and she was going to donate 18 more cars to the museum. The Board did not officially respond to our presentation to tell us why they felt this would not work. We would like to come up with a different solution so the cars do not have to be sold.
- Lavin reported that she was with Esta Hostetler at the last meeting and she gave her word to support the museum. Then we read in the paper about the proposal to sell the cars. This came out before her death.
J.M. Wilcher pointed out that the decision to move forward with the sale of the cars passed with a two to one vote. C. A. Lazzaro reported that we cannot afford to keep the cars. J. M. Wilcher pointed out that we have lost the Innkeepers Tax from the Blue Gate Garden Inn, this was a large portion of the Museum operating revenue. The cars can be purchased by a group and possibly be kept here in Town.
Discussion followed regarding the cost of the building that was built for the Event Center/Car Museum and the bonds for the building. The fact that the Town has sold the Event Center/Car Museum Building to Blue Gate Holdings and that the Town has less than two years to find a solution for the cars. It was noted that the bonds for the Event Center/Car Museum are still outstanding. C.A. Lazzaro welcomed any investors to come to the Council with an offer for the cars. Discussion followed.
- LaVine expressed concern that the sale of the cars was happening to quickly.
- King pointed out she is a tax payer and does not want to see the cars sold but wants to find another solution for the cars.
C.A. Lazzaro noted that there were many business owners in the audience and pointed out that you know you can’t keep paying out when the revenue is not coming in.
- Mast expressed concern that the original proposal brought to the Board was just kicking the can down the road for ten years. Discussion followed.
- Sutter pointed out that the Town should not be in the Car Museum Business.
- Hostetler asked if the bylaws state that you must have 75% approval to sell the cars then with a three-member board you couldn’t do it, now with four members you can. Discussion followed.
- King reported that she had helped raise $250,000.00 for the Boys & Girls Club. Discussion followed regarding fund raisers, etc. along with Eldon and Esta’s dream and legacy.
- Heyerly reported that he is a member of the Innkeepers Tax Board and pointed out he was not at their last meeting. The Board stopped paying the Town because they thought the bonds were paid off because the building was sold. They have not officially acted but payment may resume since the bonds have not been paid off. Discussion followed.
Discussion followed regarding the fact that all museums struggle even when they have fund raisers and endowments to help them with operating expenses. Discussion followed regarding putting together a committee to come up with alternative solutions for the cars. K. Bachman pointed out that an ad-hoc committee would be fine but is should not be appointed by this Board.
J.M. Wilcher pointed out that we are looking for a long-term solution something that protects the 600 plus residents of the Town. C.A. Lazzaro expressed concern that it was not residents of the Town showing concern over the sale of the cars. C.A. Lazzaro closed the public comment section of the meeting.
DECISION ON RETURNING THE FARMALL “B” TRACTOR TO THE STRAYER FAMILY: M. Sutter recommended that the Farmall “B: Tractor that was donated to the Shipshewana Car Museum, Inc. be returned to the Strayer Family due to the uncertainty of the sustainability of the Car Museum. When the tractor was donated there was an understanding that if the Car Museum should cease to exist the tractor would be returned to the family. Discussion followed.
MOTION: J.M. Wilcher made a motion to return the Farmall “B” tractor to the Strayer Family. E. Mast seconded the motion. The motion passed as made.
C.A. Lazzaro asked for the ad-hoc committee to report back to the board with their finding in one month.
There being no further business to come before the meeting C.A. Lazzaro asked for a motion to adjourn.
MOTION: J. Mike Wilcher made a motion to adjourn. J.R. Hostetler seconded the motion. Motion carried. The meeting was adjourned.