Photo by Mark Usciak, courtesy AACA Museum.
As more facts and documents regarding the terminated merger negotiations between the Antique Automobile Club of America and the AACA Museum come to light, representatives from both organizations have expressed dismay at the situation as well as willingness to return to the negotiating table.
“If they want to talk, we’ll sit down and talk,” Tom Cox, the chair of the club’s merger committee, said.
“From the Museum’s point of view, negotiations are still open,” Jeff Bliemeister, the executive director of the museum, said.
Of the various terms offered by both sides during the multi-year negotiations to bring the museum, the club, and the AACA Library under one roof, the one that appeared to bring the negotiations to a halt regarded the museum’s offer of about three acres to the club, according to documents released by the museum this week.
Part of what was called the “AACA Family” proposal, the offer would have granted the land on the museum’s campus on Museum Drive (Route 39) in Hershey, Pennsylvania, to the club for a new national headquarters and library facility. Under the proposal, both the museum and the club would remain separate entities, though they would conduct unified fundraising campaigns and sell one AACA Family membership. In addition, the proposal asked that the club support the museum by increasing its annual contribution to the museum to an amount equal to $10 per member.
According to Cox, he and the club’s directors found those terms unsatisfactory. “They purported to give us a free piece of property, but that wouldn’t give us much more property than we have now, which could leave us in the same boat we’re in now, with no room to expand,” he said. “A new 30,000-square-foot building could cost as much as $6 million. They also specify the main responsibility for raising these funds lies with the Club. To accept such a one-sided deal would be a complete and total abdication of our fiduciary responsibility.”
In addition, Cox noted that the $10 per member amount would have totaled about $300,000 per year, a drastic increase from the $80,000 per year -or about $3 per member per year – that Bliemeister estimates the club currently contributes to the museum.
Figures provided by the club show a total of $1.095 million donated to the museum since 1996, including amounts in excess of $80,000 in eight of the last nine years. The AACA currently has about 60,000 members.
Officials from both the club and the museum acknowledged that the $80,000 figure does not include individual or chapter donations of money and vehicles to the museum, nor does it include raffle fundraisers, donations from the Elegance at Hershey, or other programs and activities that benefit the museum. “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 (sic) each event’s success,” Bliemeister wrote in a response posted to the AACA Museum’s website this week. “The money is not a gift and more importantly, all AACA entities benefit. Divided on these projects, everyone loses.”
Cox also said that the maintenance of separate entities under the proposal would not ultimately serve the interests of the club.
“Without a true equity stake in the Museum, our membership and the club are donating money to a separate organization, which can change its mission statement to one contrary to that of the club, or even convey its collection to an entity other than AACA National should they encounter financial hardship,” he wrote. “There is no protection for the goodwill of our membership and our club.”
Bliemeister said the museum has no intent to change its operating mission. “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,” he wrote. “The 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 100 percent and include the dissolution of the Museum’s Board of Directors…, essentially ending the AACA Museum as an organization. Lost in all of this is the simple fact that no one, including AACA members, can ‘own’ the AACA Museum. Nonprofits, by their very nature, belong to no one and everyone at the same time.”
However, controlling the museum was not the intent of the club’s terms, Cox said.
“We told them repeatedly that we have no intention of running the museum, we’re only interested in running the library and in the furtherance of the hobby,” he said. “The museum could have been an independent subsidiary or division of the AACA. We wouldn’t interfere with their operations, we’d only ask for borrowing safeguards so they wouldn’t get upside down financially. And to be fair, we agreed to impose those same safeguards on the national club. The bottom line is that we want some legal binds between the AACA and the AACA Museum, whatever is necessary.”
The AACA Museum’s initial AACA Family proposal, which both organizations initially accepted in a November 2015 letter of intent and which called for the merger to be finalized by the end of 2016, would have created a third organization, the AACA Family Entity, to serve as a parent nonprofit to both the museum and the club. Both the museum and the club would have continued to exist as separate organizations while the AACA Family Entity would have supervised all fundraising and strategic direction for both organizations. That initial proposal also called for a three-story 45,000-square-foot addition to the existing museum building to be shared by the museum, club, and library.
According to the documents released by the museum, the club made the decision to reject the AACA Family proposal and to withdraw financial support from the museum at the end of October, following a board of directors meeting at the annual Hershey swap meet. The withdrawal of support includes “joint fund raising campaigns and similar collaborative efforts such as the AACA Annual Membership Meeting in Philadelphia.”
In response, the museum’s board of directors removed Cox from its board position reserved for AACA club members last month.
As for the inevitability of the merger between the club and the museum, Cox said there was “no reason to feel we wouldn’t be together.” However, Bliemeister and other museum officials said it was never intended from the outset to combine the two organizations into one entity.
“While the AACA certainly gave birth to the Museum, it was not created with the intent to eventually be merged with the Club,” Bliemeister wrote. “Membership clubs and museums have two completely different missions, structures, and sometimes even audiences. What brought the two organizations together and has kept them together was people who shared a dream and a common love of the antique automobile and its history. 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.”
Hank Hallowell, the president of the AACA Museum board of directors, concurred. “It was never intended to be a single monolithic organization,” he said.
Regardless, all parties agreed that merger discussions could eventually resume.
“I don’t frankly know where to go from here, but we’re always open for discussing it further,” Hallowell said.
Cox said the club will have to build a new facility for the library, whether that facility is on the museum grounds or elsewhere in Hershey, and will have to start a capital campaign to fund that facility. “We would rather work together with the museum,” he said. “Our hobby has enough trouble as is.”