The H. H. Franklin Club, Inc.

March 2, 2008

Would you like to send an e-mail to, just tag the name:

President -------------> Mark Sullivan
Vice President ------> Andre Audette
Secretary------------->Janet Stoddard
Treasurer------------> Emmett Hood
Immediate Past President------>Dan DeRusha

Message from Club President

IMPORTANT MESSAGE FROM HHFC PRESIDENT AND THE BOARD

To: Franklin Club Members

From: Mark Sullivan, President

Date: February 29, 2008

At the Quarterly Board Meeting a motion was passed calling for me to inform all Club members about a very exciting opportunity.

What follows is an outline of a very generous proposal from club members, Bob & Pat Kern, who have offered to donate seed money and their collection of Franklin cars for the Club to establish a museum and archive at the Gilmore Car Museum in Hickory Corners, Michigan

An ad-hoc committee was set up and charged with developing a detailed proposal, making a recommendation to the board and composing a document to be shared with you. The attached document includes the report and recommendations of the ad-hoc committee. It describes the offer and outlines the commitment that the Club is being asked
to make.

As you will see the members of the ad-hoc committee and the board view this as an extremely attractive opportunity. We will be reviewing it thoroughly and will put it to a vote by the board at the end of April. Your input is needed, in the best interest of the Club.

Please contact me (35 Pine Street, Columbia, CT 06237 or markesullivan@hotmail.com, 860-228-1154) or any board
member before March 31 with your questions and comments. I thank you in advance for your active participation in this special consultation process.

MEMORANDUM

To: The Members of The H. H. Franklin Club, Inc

From: The H. H. Franklin Club Inc., The Board of Directors & Ad Hoc Committee: André Audette, Mark Chaplin, Arthur Einstein, Jeff Hasslen, Bob Harrison, Tom Rasmussen

The ad hoc committee, that was formed in response to the generous offer to the Club from Bob & Pat Kern, has completed the first phase of its work regarding the donors’ desire to establish a museum and archive for a Franklin collection at The Gilmore Car Museum in Hickory Corners, Michigan.

Bob & Pat are lifelong Franklin enthusiasts. In 1948, they purchased their first Franklin which they still have. Bob believes deeply in the values similar to those that made Franklin great and they contributed to the success of his company, Generac. He has expressed his wish to perpetuate these values through this gift to the Club, which he hopes will be a vehicle for perpetuating the Franklin spirit with future
generations.

The committee has drafted a business plan, financial case and pro forma for consideration by the donors, the HHFC board and the club membership. As curators of the Franklin heritage and automobiles we believe there is a strong historical and financial case, which merits consideration by the board and membership. The following is a summary of those actions and a timeline to complete the realization of the plan:

The committee believes that the creation of this museum and archive can be an important step in the long-term sustainability of the Club. Our membership currently numbers 900 and we aren’t getting any younger. In the past, members joined in their youth and spent their lives affiliated with the Club. Today we attract more mature members, which means that we retain them for a much shorter period than in the past. We must attract new members.

The Gilmore Museum is one of the premier automotive museums in America with more than 40,000 automobile enthusiasts visiting annually. Our presence there will put the Franklin name in front of more people and potential members than any kind of advertising the Club could afford.

This plan gives the Club an unparalleled opportunity to expose a large population of car enthusiasts to the Franklin car and legacy. It also supports our not-for-profit IRS 501 (c) (3) status (tax exempt) and allows us to expand our educational mission in the years ahead.

The Club, with a museum on site, would also benefit from the opportunity to hold an annual event at the Gilmore and reap the admission proceeds of the museum for that weekend.

The structure of the Gilmore allows the Club to operate a museum with minimal ongoing operational concerns and without the expenses and responsibilities associated with liability insurance, hiring employees and with minimal day to-day responsibilities.

The committee has compared the Gilmore opportunity with other potential museum partnership affiliations. The donors and the committee believe that the Gilmore represents the Club’s best option and carries the lowest risk. We believe that locating a museum and archive at the Gilmore will have a positive impact on the Club’s future.

The funding provided by the donors will total $1.25 million dollars plus their Franklin collection. The donation will fund a museum building at a cost of $500,000, support an archive facility costing $125,000, provide $125,000 for exhibits and equipment, and include an endowment of $500,000. The Club and its members will own this venture.

The committee believes it would be helpful to add another $350,000 to the endowment over the next 10 years. We believe it’s possible to do this and, in fact, donors have already stepped forward with pledges of $150,000 toward this goal.

The endowment funds and main assets of the museum will be held in a new separate conservatively managed financial entity of the Club to ensure their safeguarding and long term use for their intended purposes.

III

The museum and archive will be owned by the Club and will be governed by it.

The Club has recognized for some time the need to protect its archives from the ravages of time. As part of this project, the Club will undertake the digitization of library materials so that the originals may be deposited in the archive, where they will be protected in climate controlled conditions. The library will be available in digital form to members and scholars.

The preliminary timeline for this venture is as follows:

Proposal review by the board - - - - - - - - - - - - - - - - -March 2008
Communication and questions from members - - - - - March 2008
Board approvl - - - - - - - - - - - - - - - - - - - - - - - - - - - - April 2008
Formation of museum and archive entity - - - - - - - - - June 2008
Completion of Gilmore agreements etc. - - - - - - - - - -June 2008
Ground breaking - - - - - - - - - - - - - - - - - - - - - - - - - - April 2009
Building completion - - - - - - - - - - - - - - - - - - - - - - - - December 2009
Completion of museum exhibits - - - - - - - - - - - - - - - -March 2010
Opening of museum and archive - - - - - - - - - - - - - - - April 2010

The Club has been presented with a once-in-a-lifetime opportunity. The proposed timeline is aggressive but we believe that the proposal should be evaluated and acted upon as soon as possible, in fairness to the donors and to the Gilmore Museum.

Notes on finances:

As noted above, some Club members have already stepped forward and pledged $150,000 toward the Capital Plan amount, to be paid over a ten-year period. Thus, we have already met nearly 50% of our additional endowment goal.

If sometime in the future the Club should decide it no longer wishes to support this museum, the building can be sold back to Gilmore at cost plus 50% of appreciated value, ($500,000 plus appreciation). The donors’ cars would be relocated or sold and the Club’s only obligation would be to find a new home for the archives and library.

Given these options, this opportunity represents virtually no financial risk to the Club, while it offers a significant opportunity to enhance the Franklin name in the eyes of the automobile world and to generate new members. We believe this can only enhance the value of our cars, while it provides the Club with a safe and permanent home for our archives and our historical legacy.

It is hard to think of a more exciting and meaningful opportunity to be put in front of the Club since its formation over fifty six years ago.

Please review these materials in advance of the board meeting and work towards getting any questions or comments addressed to the board before the meeting.

It can be done.

H. H. Franklin

The Gilmore Museum

The Gilmore Car Museum is endowed by the Genevieve and Donald Gilmore Foundation. It is a Michigan not-forprofit 501 (c) (3) foundation, which began operations in 1967. The Foundation funds the Gilmore Car Museum and it has no other interests. The Gilmore’s current endowment is approximately $3.5 million dollars. The museum is located on 90 acres of manicured grounds with 22 buildings and 2 ½ miles of paved roads.

There are currently more than 250 cars on the site, which includes the Gilmore Collection, the CCCA Museum Collection and The Pierce Arrow Collection. The Tucker Archive is located at Gilmore. Also, Gilmore is negotiating for additional museums, including the Lincoln Motorcar Foundation.

Gilmore, by virtue of its 50-year lease agreements with member museums, provides all building maintenance, general liability insurance for visitors, electricity, refuse removal, security, and maintenance of collections. The charges under these agreements are well defined and consistent for all, entities who locate there. Rent is based on a fixed charge plus an amount per square foot of museum space increasing by indices tied to the Consumer Price Index. The Club will be able to sell its merchandise in the Gilmore gift shop and have
links from the Gilmore web site as well.

Our museum and archive will be owned by the Club and will keep its autonomy and identity. We will have no need to hire employees and can use Gilmore’s volunteers and our own, if we wish. There will be limited interference with how we choose to run our entity or our museum. Gilmore’s staff will also work with us to develop and set up exhibits and interpretive materials.

Gilmore is currently open six months a year attracting 40,000 visitors. It has completed its own strategic planning process and master plan. Included in that plan is a 30,000 square foot heritage center to facilitate year round operations. It has over 4 million dollars pledged towards that goal.

Gilmore distributes over 120,000 brochures annually and has over 6,000 visitors a month.

Gilmore has an established successful operational and financial track record. These are great assets in ensuring the successful operation of our museum and archive. Gilmore continues to gain traction as a magnet drawing automobile enthusiasts from all areas in the country, enabling us to gain exposure we could not obtain for anywhere near the same cost.

(www.gilmorecarmuseum.org)

Please contact any Board or Ad-Hoc member or Mark Sullivan to record your comments, criticisms, suggestions and ideas:

Gilmore Proposal Ad-Hoc Commiittee

André Audette - - - - - audette@sympatico.ca - - - - - - - - -613-746-0047
Mark Chaplin - - - - - - mchaplin@frontiernet.net - - - - - - 818-784-7488
Arthur Einstein - - - - - arthur@arthureinstein.com - -- - - -914-232-9166
Jeff Hasslen - - - - - - - j.hasslen@pfc.equip.com - - - - - - -763-441-7815
Bob Harrison - - - - - - hfranklin32@verizon.net - - - - - - - 401-667-0214
Tom Rasmussen - - - - Odyrestorations@aol.com - - - - - -763-786-1518

Please contact any Board or Ad-Hoc member or Mark Sullivan to record your comments, criticisms, suggestions and ideas:

H.H. Franklin Club Board members

Bob Amon - - - - - - - - - -rjmmamon@earthlink.net - - - - - - - - - -704-664-1900
David Andrew - - - - - - -davidhifiandrew@yahoo.com - - - - - - - -603-738-2904
Dennie Milne - - - - - - - denro@sbcglobal.net - - - - - - - - - - - - - 815-654-8454
Gary Rink - - - - - - - - - NOT ON E-MAIL - - - - - - - - - - - - - - - 315-689-9656
Gary Edwards - - - - - - -gce9451@hotmail.com - - - - - - - - - - - - 816-288-0203
Randy Fusco - - - - - - - -fuel-n-fire@comcast.net - - - - - - - - - - -724-656-1353
Marvin Gage - - - - - - - mkgage@aol.com - - - - - - - - - - - - - - - -919-846-4708
Keith Kilmer - - - - - - - -janetnkeithk@aol.com - - - - - - - - - - - - 518-638-6647
Ed Daly - - - - - - - - - - - pedaly1@msn.com - - - - - - - - - - - - - - - 781-963-8743
Bob Harrison - - - - - - - hfranklin32@verizon.net - - - - - - - - - - - 401-667-0214
Dan Russell - - - - - - - -dfrussell@nc.rr.com - - - - - - - - - - - - - - -919-764-9414
Lee Webb - - - - - - - - - lwebb72741@aol.com - - - - - - - - - - - - - -661-833-1440

The H. H. Franklin Club, Inc.
c/o Cazenovia College
Cazenovia NY 13035-7903

Gilmore Museum overview (looking to the North) (The map on page 3 looks to the South)

To see more of Gilmore Museum tag here

All the above information is from FSS, we have left off Mr. Tim Miler's remarks which you will find in your next FSS.

Aura Vincet,

Mark Sullivan

Board meetings

The meetings for 2008 are scheduled as follows:
February 2, 2008
April 26, 2008
During the Trek (July 26 - August 2, 2008)
November 1, 2008
All the meetings will be in Hubbard II at 10:30 a.m. (Unless noted before the meeting
Complimentary pastries, juice in the morning and a delicious lunch buffet for around $7.00 per person.
If you have questions but contact: Secretary -Janet Stoddard

Any other questions, please contact President Mark Sullivan for more details.