2017 6 3 americas automtotive trust board report

BOARD AGENDA Tacoma, WA June 3, 2017 I.

Chairman Welcome and Remarks

II.

CEO’s Report

III.

Marketing Report

IV.

Development Report

V.

Treasurer’s Remarks

VI.

ACM President’s Remarks

VII.

RPM President’s Remarks

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Board Meeting Minutes January 21, 2017

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BOARD MINUTES January 21, 2017 Scottsdale Arizona Board members present: Corry McFarland – Board Chairman, Karl Anderson, Steve Boone, Rick Davis, Dawn Fisher, Larry Gordon, McKeel Hagerty, Tom Hedges, George Ingle, Doug LeMay, Nancy LeMay, David Madeira, Gary May, Paul E. Miller, Manfred Scharmach, Todd Wells, and Bill Weyerhaeuser.

Regrets: Neal Arntson, John Barline, Steve Boone, Nicola Bulgari and Mike Phillips.

Via Phone: Jamie Will Steering Committee members present: John Carlson, Doug Clark, Mark Gessler, Bill Hall, Tabetha Hammer, Gerald Greenfield, Rock Jenkins and Lyn St James.

Via Phone: Bob Falleur Staff present: Ashley Bice, Diane Fitzgerald, Valerie O’Shea and Kristen Wells.

Call to order 9:04AM VI.

AAT Chairman’s Welcome and Remarks by Corry McFarland A. ACTION ITEM 1. Move to Open the AAT and ACM Board of Directors meeting by Corry McFarland 2. So moved by Karl Anderson 3. Seconded by Bill Weyerhaeuser 4. All approved. Motion Carried.

B. There was an RPM Board meeting yesterday and for the 1st time we have had the RPM President’s evaluation done by its board of directors C. AAT and ACM will now have separate committee meeting, same set up as we have now but different boards-beginning in June we will begin to have separate board meetings for each

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entity.

D. Executive Committee met yesterday and topics included: 1. Review proposed Board Governance 2. Review proposed Budget 3. The HUD Loan dispute with the City of Tacoma 4. Performance of AAT, ACM 5. Yearly review of CEO 6. Implementation of the leadership succession plan E. We have several items we need to act on ACTION ITEMS: I.

Motions to be set forth to the Board of Directors.

A. Motion to open the Boards of AAT and ACM 1. So moved by Karl Anderson 2. Seconded by Bill Weyerhaeuser 3. All approved. Motion Carried.

B. Motion to approve the minutes from September 10, 2016 (in the board book) 1. So moved by Karl Anderson 2. Seconded by Bill Weyerhaeuser 3. All approved. Motion Carried C. Motion to approve the AAT Bylaws as written in the following attachment 1. So moved by Karl Anderson 2. Seconded by Bill Weyerhaeuser All approved. Motion Carried D. Move to approve substitution of the current AAT board with the Trustees Class of 2017, 2018 and 2019 of AAT as listed in the following attachment 1. So moved by Karl Anderson

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2. Seconded by Bill Weyerhaeuser 3. All approved. Motion Carried E. Motion to approve the officers of AAT as listed in attachment 1. So moved by Karl Anderson 2. Seconded by Bill Weyerhaeuser 3. All approved. Motion Carried F. Move to Accept Standing Committees of AAT as listed in the attachment 1. So moved by Karl Anderson 2. Seconded by Bill Weyerhaeuser 3. All approved. Motion Carried G. Move to accept the AAT Steering Committee Members Class of 2019 and add Rock Jenkins to the Class of 2018 1. So moved by Karl Anderson 2. Seconded by Bill Weyerhaeuser 3. All approved. Motion Carried H. Move to remove the following from the AAT Steering Committee-Hans Wurl, Paul Hageman, Todd Wells and Rich Rurak 1. So moved by Karl Anderson 2. Seconded by Bill Weyerhaeuser 3. All approved. Motion Carried I. Move to approve substitution of the current ACM board with the Class of 2017, 2018 and 2019 of ACM as listed in the following attachment 1. So moved by Karl Anderson 2. Seconded by Bill Weyerhaeuser 3. All approved. Motion Carried J. Move to accept The officers ACM 1. So moved by Karl Anderson 2. Seconded by Bill Weyerhaeuser 3. All approved. Motion Carried K. Move to accept the Standing committees of ACM as listed in the following attachment 1. So moved by Karl Anderson 2. Seconded by Bill Weyerhaeuser _____________________________________________________________________________________________ Board Minutes January 21, 2017 Page 6 of 78

3. All approved. Motion Carried L. Motion to open HELM and LDPA 1. So moved by Karl Anderson 2. Seconded by Bill Weyerhaeuser 3. All approved. Motion Carried M. Motion to approve substitution of the current HELM board with the Class of 2017, 2018 and 2019 of HELM as listed in the following attachment 1. So moved by Karl Anderson 2. Seconded by Bill Weyerhaeuser All approved. Motion Carried N. Motion to approve the Officers of HELM as listed in the following attachment 1. So moved by Karl Anderson 2. Seconded by Bill Weyerhaeuser 3. All approved. Motion Carried O. Motion to approve the Board of Directors of LDPA as listed in the following attachment 1. So moved by Karl Anderson 2. Seconded by Bill Weyerhaeuser 3. All approved. Motion Carried P. Motion to approve the officers of LDPA as listed in the following attachment 1. So moved by Karl Anderson 2. Seconded by Bill Weyerhaeuser 3. All approved. Motion Carried Q. Motion to Close the Board of HELM and LDPA 1. So moved by Karl Anderson 2. Seconded by Bill Weyerhaeuser 3. All approved. Motion Carried

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VII.

CEO Report by David L. Madeira

A. We have a complicated structure: 1. HELM holds the land 2. LDPA manages the income from the non-Museum parking 3. RPM is now a free standing entity which gives it more visibility 4. AAT is the umbrella organization which coordinates the planning of its entities and provides the marketing and development efforts. a. This provides a larger vision and more reasons for constituents to support us. b. It takes us from being a regional museum to a national entity serving the collector community. c. It has only been in the public eye for 6 months but is already resonating with the car community 5. ACM has been named one of the best museums in the country by numerous entities; we need to promote this as our jewel in the crown of AAT. B. The Drive Home II 1. Analytics are still coming in but so far they look as though they will surpass even last year’s amazing results.

2. Detroit and the auto industry are looking at us in a new way! We are becoming a recognized force in the collector and enthusiast industry.

3. I spent some quality time with Dan Gilbert’s right hand man, Josh McManus, on TDH II. He joined us in Traverse City at the Hagerty event and then drove into Detroit with us the next day. Quicken Loans also hosted an event for us in downtown Detroit. I am still bullish on being able to create a deeper relationship with them.

4. I also met with Ed Welburn who likes our vision and now that he is retired from GM he has more time to help us and has agreed to be on the Board of Directors of AAT. He is very excited about RPM and the opportunities it can provide young people in the _____________________________________________________________________________________________ Board Minutes January 21, 2017 Page 8 of 78

industry.

C. Development 2016 was a difficult year, 2017 will be better. I appreciate your vision and leadership.

End of CEO report VI.

Development Committee report by Gary May and David Madeira A. Development did not do a good job over the last 1.5 years; we had to fire all the staff and now need to start over. In effect we lost 18 months of donor cultivation.

B. Last year of the $3.5 million raised David raised over $3 million of it.

C. Kristen Wells has been promoted to Membership and Club Auto Coordinator she brings a lot of enthusiasm, ‘drive’ and interpersonal skills and is eager to make the program work.

D. Jason Hamman is now the Annual Fund & CRM Database Coordinator 1. Both of these individuals are eager and excited to have the added responsibilities and new challenges 2. On the Club Auto front we are encouraging people to come together and have fun!

Hagerty is the perfect partner for this. We will be co-promoting a number of different events throughout the year and across the country.

3. We have hired a Major and Planned Giving Director—Michael Clark. He will be focused on local and regional businesses and community support.

4. Budget realignment-we have adjusted our entities and have shifted our Marketing and Development budgets to AAT. Finance & Operations and Collections & Exhibitry fall under ACM. This should help us with fundraising and also make the ACM budget more in line with Operations.

E. Concours Club Report by Valerie O’Shea 1. Priorities included: a. Promote Concours Club-have more dynamic and interesting events. b. We have created a Concours Club Council members are: i. Tom and Anne-Marie Hedges ii. Dale Bloomquist and Heidi Horwitz

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iii. Gary and Veronica May iv. Suzanne Hight v. David Madeira 2. Topics for discussion included at our first Concours Club Council included: a. Why join the CC –what makes it special? b. What different types of programing can we create? i. VIP packages through auction houses ii. Follow the AAT model and do national events as well as regional events iii. More events in the Concours Club itself to show off not only the CC but also the Museum and what we have to offer in our neighborhood c. Good news for the Italy trip new CC member-John Groendyke is joining the trip and is bringing his good friends the Shaw’s. d. We will begin offering some of our events to Hagerty’s preferred client list. This gives Hagerty another venue for their clients to have fun with other car enthusiasts and gives us access to folks we may not otherwise get in front of. e. We are also planning some combined CA and CC events. This will help those CA members who are able to make the jump to Concours Club level.

F. Marketing Report by Ashley Bice and Tom Hedges 1. Recap from 1st quarter a. 2017 capitalize on momentum from TDH II b. Analytics-full coverage not yet available i. 5 press releases ii. Circulation 155.8 million iii. Pick-ups from 83 media outlets iv. Initial announcements 228 outlets v. Waiting on Michelin specific numbers vi. Hemmings blog, by Bill Hall circulation 1.2 million vii. Rock Jenkin’s daily blog behind the scenes drove traffic to our web sit viii. December 2016 we had 493,000 total visits to our website; this year it is even higher a). Half of all visits were from a mobile devices ix. RPM significant growth with new website a). More than ¾ of all visitors to that site are mobile x. Social media a). 13 % increase on FaceBook and engagement i). More than doubled in December this year over last year xi. 18% increase with Twitter _____________________________________________________________________________________________ Board Minutes January 21, 2017 Page 10 of 78

c. Cross promotion is beneficial to all the entities.

2. Remarks by David Madeira-All the work done for TDH II was immense and we would like to thank our partners, State Farm, Hagerty, Shell, etc. Continuity in messaging and focus is important and that is one of the things Ashley brings to the table. This is her third year with us. She works late nights and tirelessly! She is very strategic and thorough in how she thinks and works. Thank you, Ashley, for all your hard work. We are so glad you have stayed with us.

3. And now without further ado the rough cut of TDH II

VII.

ACM Reports

A. Presidents Report by Paul E. Miller 1. I am not just going to read my report; the information is in your books.

2. Department reviews will be underway shortly 3. Operations had a good year, (besides budgeting). We have a solid stable staff.

4. Performance: a. Slightly down on attendance but are working hard to correct this b. We have offered AAA members free membership to see if this helps us with attendance, and hopefully renewals next year. i. Talking with Hagerty and State Farm about this as a benefit for their members as well. ii. The intent is to raise attendance and earned income.

5. Operations a. we have segregated our budgets between ACM and AAT, there has been an immense amount of work to make this happen i. ACM=Operations & Finance and Collections & Exhibitry ii. AAT=Marketing and Development B. Collections by Paul E. Miller and McKeel Hagerty

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1. McKeel lit a fire under the Collection Committee to help guide us towards creating a sustainable clear vision and interesting collection that will keep visitors returning over and over. There are several areas to address to help make this happen: a. What/who are we? b. What is the messaging? c. What do we have? d. What do we want? e. Who do we want to be? f. How do we get there?

2. We have been steadily moving vehicles off the books by assessing them into the collection. Yesterday the Collection Committee received a selection of six vehicles to be assessed into the Collection The following vehicles were approved to be assessed into the permanent Collection: a. 1928 Hupmobile Century Series Model E4 b. 1956 Continental Mark II c. 1957 Ford Thunderbird d. 1958 Ford Thunderbird 2-door hardtop e. 1963 Pontiac Bonneville 2-door hardtop f. 2012 Ford Mustang GT Project Detroit “Microstang” 3. We received a fabulous donation of a 1957 Thunderbird by a woman who received it brand new as a high school graduation gift. One of the best donations we have ever received, it is valued at $90,000. We can now move this car from the “want” list to the “have” list.

4. Long Range Plan a. What additions or removals do we want for our collection b. What is on our bucket list c. Review and make additions to the collection based on Committee review d. Adoption list of 20-35 cars that we would like e. Approved list approximately 5 cars that are on our list that we have approved to get or purchase if we have the monies available. At this point we have 5 vehicles on that list. i. Suggestion to watch an identify Estate gifts and planned giving-i.e. a lot of collectors are getting on in their years and it would be great if we identified them and had a good way of going about a donation either before they passed away or after they have passed. (Tact is of supreme importance for this).

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C. Exhibitry by Paul E. Miller 1. We have several steps in how we determine the themes for our exhibits: a. Potential themes b. Adopted Themes-once adopted Scot will create a theme for the exhibit. The selected themes for the future are: i. Arsenal of Democracy ii. Powering the Future iii. NASCAR replacement iv. Low Riders v. 2017 Master Collector vi. 2017 Exotics c. Other suggested themes include i. Dream Cars of Detroit ii. The Model T iii. Hollywood Movie Cars iv. Alfa Romeo v. Jeep vi. Hip Hop rides (like the show Pimp My Ride type vehicles) End of Collections and Exhibitry D. Operations & Finance by Paul E. Miller and Karl Anderson 1. New High School in Tacoma (IDEA) is looking to partner with us for Engineering Arts.

Is still in the design phase but are working closely with us.

2. Culminated segregation of RPM, ACM, LDPA, HELM and AAT. A big job!

E. Finance 1. Dashboard this is a great tool to get a quick update.

2. We use an assumption based budget so the staff works very hard on making the budget accurate.

3. Kudos to Paul for all his hard work and keeping us in line with our budget and spending.

4. Working on improvements to the Showfield for better parking

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5. Moved expenses to LDPA to offset the taxable income being created by parking cars 6. Reallocated construction costs so that improvements went under the LDPA budget$130,000 in depreciation.

F. Balance Sheet-unaudited December 31, 2016 1. Balance Sheet a. Assets i. Total Current Assets ii. Total Non-Current Assets $48,554,682 iii. Total Assets b. Liabilities i. Total Current Liabilities ii. Total Long Term Liabilities iii. Total Net Assets c. Total Liabilities and net assets

$2,324,778

$50,879,459 $1,186,378 $3,885,000 $45,808,081 $50,879,459

2. Pledges are the life blood of the Museum 3. Columbia Bank loan-extend guarantee a. $2.5 million extended for 10 years, Thank you Karl b. Amortized by revenue for LDPA-$20,000 given back for Loan amortization fee c. Need working capital d. $5.4 million non-current assets are vehicles that have not yet been assessed to the Collection.

G. Income Statement December 31, 2016. This is accrual based and unaudited 1. Revenue a. Total Operations Budget YTD b. Total Operations Actual YTD c. Difference YTD d. Total institutional Advancement Budget YTD e. Total institutional advancement Actual YTD f. Difference YTD g. Total Revenue Budget YTD h. Total Revenue Actual YTD

$2,553,501 $2,223,914 ($213,587) $3,682,568 $3,396,563 ($286,005) $6,336,069 ($504,366)

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2. Expenses a. Total Operations Budget YTD b. Total Operations Actual YTD c. Difference YTD d. Total institutional Advancement Budget YTD e. Total institutional advancement Actual YTD f. Difference YTD g. Total Expenses Budget YTD h. Total Expenses Actual YTD i. Difference

$3,499,600 $3,133,968 ($365,362) $2,440,715 $2,013,480 ($427,236) $6,317,936 $5,452,273 ($865,663)

3. Assets a. Beginning assets YTD Actual b. Ending assets YTD Actual

$46,619,911 $45,808,081

H. Budget 1. We need a sustainable budget 2. Consolidated budget a. ACM and AAT have a budget of $5.2 million income, $5.15 Million expenses b. Net of $34,000 c. ACM has $3 million in revenue d. $3.049 million in expenses e. AAT f. $2.12 million revenues g. $2.105 million expenses h. $19,000 surplus i. Not ending the year in the red!

3. We like to do consolidated budgets so we can compare apples to apples.

4. AAT lowers the budget for ACM and relieves some of the pressure. We have a list of what comes back if we raise more money that we need. We also know what will need to go away if we don’t raise all the money we need and will make programmatic changes as necessary 5. Wage distribution across all entities pass budget costs on as a healthy move for the organization End of Budget, Finance and Operations _____________________________________________________________________________________________ Board Minutes January 21, 2017 Page 15 of 78

ACTION ITEM: 1. The Finance Committee recommends the Board approve the AAT, ACM 2017 Consolidated budget 2. So moved by Karl Anderson for the Board of ACM 3. Seconded by Bill Weyerhaeuser for the Board of ACM 4. All Approved. Motion Carried.

B. RPM Foundation by President Diane Fitzgerald 1. Three students will be at tonight’s event 2.

We are creating paid internships

3. Working with Schools to get accreditation for internships 4. TDH II had a great stop in Indianapolis helping bring attention to RPM and the role we are playing in the classic car culture 5. AZ event during Car Week was very well received and we had a great turn out. This is definitely becoming an event to attend.

6. Shop Hop- was recreated by RPM wanting to help solve the problem of Shops who are having trouble finding good help and also to help place those looking for jobs in the area of restoration. Basically a job fare on wheels a. Chicago is in December b. Arizona Shop Hop is on April 1&2 c. Fundraising discussion we have 16 separate programs and activities C. In 2016 RPM gave out $100,000 in grants. We hope to increase this number to $300,000 in 2017 End of RPM report Discussion:  Tabetha Hammer discussed the symposium they had last week Debbie Kray was a speaker and she knocked it out of the park. She is a great speaker and presenter.

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 Nancy LeMay thanked the Board and staff and said we do a marvelous job and the Family really appreciates us all.  John Carlson told of the 50th Anniversary of NACC and they are doing a 12,000 mile drive.

Wanted to know about decals for the sides of the cars. Most of these folks will be staying in trailers  Mark Gessler  HVA is an academic institution and this year has made tremendous progress.  Growing the program nationally  History is important but what is most important are the stories-more about people than horsepower.  Thank you mark 1. ACTION ITEM a. Motion to Close the Board meeting of AAT and ACM. b. So Moved by Karl Anderson c. Seconded by Bill Weyerhaeuser d. All approved. Motion Carried.

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CEO Strategic Priorities & CEO Report

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CEO Report 2017-2021 Strategic Priorities By: David L. Madeira Not-for-profit entities too often focus on ‘need-based’ fundraising to meet operating budgets. ‘Need’ however does not ‘sell’ and it is ‘vision’ based fundraising which ultimately secures the levels of support which sustain an institution.

The Trust seeks to develop strategic priorities which help us to better:  Communicate our vision, mission, and programs to appropriate local, regional, and national constituents.  Build relationships with constituents—individual and corporate—who should be involved in the Trust’s mission.  Engage those constituents as volunteers, board members, members, sponsors and major donors to the institution.

It is this ability to focus on strategic positioning that led us to create ‘America’s Automotive Trust’ as the umbrella corporation for LeMay—America’s Car Museum, the RPM Foundation, Club Auto and Concours Club efforts. It is the same strategic thinking that will cause us to cultivate collaboration with other entities to be at the vanguard of a movement to ‘promote America’s automotive heritage’ and to develop broader philanthropic support.

It is with these concepts in mind that America’s Automotive Trust’s Strategic Priorities are as follows: I.

Secure Immediate Operational Funding in the Amount of $3,500,000 Secure pledges from major donors to cover 2017 operating needs and to provide time for board and major donor development. One to two year’s funding will provide financial ‘breathing room’ to take on the priorities of board development, long-term sustainability efforts, and mission expansion.

II.

Undertake Board Development for AAT, ACM and RPM

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A national constituency is needed to sustain the mission of AMERICA’S AUTOMOTIVE TRUST. The most important factor in developing this constituency and in acquiring the necessary resources for ACM and RPM is the existence of a committed, prominent Trust Board of Directors supported by similarly strong Museum and Foundation boards.

The Boards are the fiduciary bodies responsible for the well-being of the Trust, Museum and Foundation and fulfillment of their missions. As such the Boards are charged with hiring the Chief Executive Officer; approving and providing oversight of annual plans and budgets; promoting the institutional missions and providing for institutional funding.

The membership of these boards must consist of those who are known as leaders in the auto and consumer-related industries, enthusiast and collector communities, and as members of the media and motor sports figures.

While representatives of these various groups have served on our boards from the beginning of our efforts, we have the immediate opportunity to add new members to our Board of Trustees —nearly 1/3rd of our current board membership. As we replace members whose terms expire we will continue to seek individuals who: A. Share our vision and our passion B. Support us with their talents in their areas of expertise C. Give of their financial resources on behalf of our mission including annual support of operations, endowment and capital campaigns, and inclusion in estate plans.

D. Use their influence to bring others into supportive relationships with the Trust, ACM and RPM Foundation.

In recognition of the importance of Board development, the Chairman and I will work to provide for a variety of Board activities designed to educate Board Members about their responsibilities and issues relevant to their work and to engage them more actively in strategic planning. Activities will also be designed to strengthen Board camaraderie and will include retreats, visits to private collections, and seminars related to regular Board meetings.

III.

Pursue Strategic National Initiatives for the Trust A. Establishment of an AAT corporate office in downtown Detroit with goal to move the Trust’s corporate headquarters to Detroit within a two year time frame. Detroit is the ‘spiritual home’ for American auto enthusiasts as well as the center of American automotive industry. As such the Trust should be based in Detroit and should endeavor to center a

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collaborative movement to celebrate America’s automotive heritage efforts in the City. Such a move would further differentiate our efforts from those of traditional museums and heritage groups, enhance our positioning as a national entity, and enhance our ability to develop effective corporate partnerships.

B. Continued partnership with the North American International Auto Show to enhance visibility with the international automotive media. The Drive Home series has generated amazing media and public awareness and the momentum from this effort must be built upon immediately through The Drive Home III. C. Aggressive promotion of Club Auto “Hagerty Powered” with emphasis on “Regional Chapters”. Development of chapters, in Scottsdale, Traverse City, Detroit, etc.

D. Greater involvement with Pebble Beach and Amelia Island Concours d’ Elegance, SEMA and other major shows.

E. Extensive use of social media in collaboration with corporate sponsors—such as Hagerty, State Farm, Shell, Michelin, and Montecristo–to position ourselves strongly in the internetbased, enthusiast communities and broader consumer public.

F. Partnerships with the automotive OEMs using heritage and concept vehicles in enthusiast events, particularly TDH III, to promote our mutual interests.

G. Educational collaborations with McPherson College, Penn College of Technology, and others with whom we can promote the RPM Foundation’s work in auto preservation and restoration.

H. Affiliations with key museums such as the Barber Museum, Simeone Museum, the World of Speed and the Petersen Museum to broaden awareness of ACM. I. Increase our driving activities through our touring programs to promote the Trust among serious enthusiasts. This includes exclusive Concours Club travel and Club Auto driving events in partnership with BMW, Shell, Michelin and others.

J. Explore partnership with other major entities for potential of an East coast campus of AMERICA’S CAR MUSEUM. Expansion of the Museum to include East and West Coast campuses would set a new paradigm for auto museums with creation of a multi-campus, national institution.

IV.

Implement AAT and ACM Leadership Succession Plans

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In 2015 the Board of Directors approved organizational changes to create America’s Automotive Trust and appointing me as its CEO to assume oversight of the organizational restructure and pursuit of strategic initiatives. In addition, the Board recognized that it should prepare for the replacement of the CEO, the ACM President, and the RPM President over a five to seven year transition period. An orderly transition should ensure that searches for these positions are not underway at the same time.

In April 2017 the Board of Directors of the Trust began a search for my replacement with intention to put a new CEO in place in early 2018 or sooner as the right candidate emerges.

Upon appointment of a new CEO, I will be engaged as Vice Chairman of the Board for Strategic Initiatives to guide the Board and assist the new CEO with strategic initiatives, major gift development and corporate relations. As Vice Chairman, my role will be to ensure that the Trust’s vision continues to evolve in concert with its current direction and that the leadership of the Trust entities develop coordinated plans and budgets to ensure proper collaboration in pursuit of institutional mission.

V.

Enhance the AAT Development program for ongoing operational, endowment and capital support of the Trust, ACM and RPM Foundation A. Create a regular source of Operational Support through: 1. An enhanced Membership Development program.

2. Integrated and targeted appeals on behalf of the Trust, Museum and RPM Foundation.

3. Promotion of a strong Club Auto program to secure memberships that support operations, to cultivate major gifts, and to create a larger marketing profile for sponsors.

4. Aggressive Corporate Sponsorship program with sponsorships.

5. Enhanced Grant Development effort centered largely on educational, exhibitory, and capital initiatives.

6. Aggressive Major and Planned Gift Development effort with enhanced Concours Club and America’ Automotive Heritage Society programs to secure major gift support.

7. Active promotion of an auto sales “business” to generate revenue through acquisition of donated vehicles for re-sale through auction.

B. Address Capital Funding Needs by:

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1. Targeted asks to current donors and major foundations for specific initiatives.

2. Diverting operational funds as available to support capital needs.

3. Capital requests to the legislature as appropriate on an every other year basis.

C. Attend to Long-Term Sustainability with Endowment Development efforts 1. Initiate quiet phase of endowment campaign upon completion of immediate operational funding campaign.

2. Promotion of a comprehensive Planned Giving program.

3. A targeted effort to encourage Board Members and current donors to support both operational and endowment funding.

4. Implementation, when feasible, of a percentage-based “set-aside” or “tax” on all operational gifts into a Board-designated reserve fund.

5. Promotion of membership in the Concours Club to create an endowment.

6. Promotion to our broader constituencies the importance of endowment to the long term health of the Trust, Museum and RPM. Particular emphasis on our service to the collector community and our role in promoting America’s automotive heritage.

VI.

Enhance Promotion of The RPM Foundation as Partner in the work of the Trust Of strategic, national importance is the RPM Foundation which is the first, major program designed to train young people for careers in automotive restoration and preservation. RPM does this through support of institutions providing such programs and provision of scholarships, internships and apprenticeships to young people.

RPM is strategically important demonstrating that the Trust serves a broader purpose than that of traditional museums which are regionally based and ‘self-focused’. RPM enables us to fulfill our educational mission and assists our vision to ‘be at the center of a movement to preserve America’s automotive heritage’. In recognition of the strategic importance of RPM to the Trust we need to continue to ‘elevate’ it as an equal partner of the Museum within the Trust with its own distinct purposes.

VII.

Promote The Museum Aggressively to Drive Attendance and Membership

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We have firmly established LeMay–AMERICA’S CAR MUSEUM in the media and general public to great effect. Our branding has helped us surpass most other car museums in fundraising efforts. The ACM brand has also encouraged membership from a wide geographical area and visitors have come from all 50 states and 42 foreign nations.

At the same time, we have not yet attained the levels of visitation and membership that we desire. Accordingly, we must use the high visibility of the Museum to generate international media and produce regional events to drive visitation and to promote membership. We must clearly communicate that ACM is not a static entity and is a destination worth visiting repeatedly. We must promote ourselves tirelessly to the community ranging from Vancouver in the north to Portland in the south. Sustained efforts to be ‘visible’ in and ‘part of’ the greater Puget Sound and Seattle communities must be a high priority.

We must expand these efforts to promote our brand and to develop a strong social network around the world via direct and electronic means. A strong brand at the center of the enthusiast culture has and will attract corporate sponsorship and major gift support.

We have wonderful promotional opportunities which we must aggressively pursue including: A. Active promotion of Signature Events on our campus— Wheels and Heels Gala, Drive the Blues Away, Cars and Cigars and Summer Ender Fender Bender.

B. Increased promotion of family and enthusiast activities including Cruise-Ins, Drive in Movie Nights, Take a Spin programs and the like.

C. More aggressive promotion of Club Auto with national events through newly energized collaboration with Hagerty.

D. More visible and active Concours Club program with emphasis on it as a philanthropic community committed to the Trust’s mission.

E. Increased outreach, through our Membership Development Coordinator, to engage auto, truck and motorcycle clubs to use the Museum for their meetings and events and to participate with them in their activities.

F. Increased promotion to regional businesses, through our Membership Development Coordinator in collaboration with our Event Sales Coordinator to promote membership opportunities to their employees and clientele.

G. Special member promotions to clientele of major sponsors including State Farm, Hagerty and AAA. H. Expansion of Education Program and promotion of our Family Zone to reach families. _____________________________________________________________________________________________ CEO Strategic Priorities June 3, 2017 Page 25 of 78

I. Co-promotion activities with regional groups and events including: auto dealer groups, the Washington Wine Commission, The Exotics at Redmond Town Center, the Emerald Queen Casino, Tacoma Rainiers, Seattle Mariners and Seahawks, World of Speed, All British Field Meet and Forest Grove Concours.

J. Continued promotion of the Museum as a positive force in the community with our annual “Giving a Break” and ‘Drive Down Hunger” community campaigns.

K. Extensive outreach to and collaboration with the regional military community.

L. Co-promotions with local museums, hotels, convention centers, and visitors bureau.

VIII. Continually “Re-Fresh” Museum Exhibits and Facilities Refreshed and new exhibitions are of critical importance to maintaining a reputation for excellence and as an entity worth repeat visitation. The Museum must develop a flexible three to five year exhibition plan to enable development staff to seek advance funding necessary for exhibition renewal. Such a plan should consider the needs of the OEMs in reaching specific audiences and in calling attention to important milestones, thereby enhancing our ability to attract corporate support for exhibits.

Exhibition plans and funding must provide for major exhibit changes but also include incremental funding so that exhibits can be refreshed on an ongoing basis. Digital programming bringing context to specific vehicles and small exhibits can greatly improve the visitor experience and eliminate boring displays of cars with simple signs stating what they are. Exhibition funding for “Alternative Propulsion”, new films for the State Farm Theatre and AAA screen, and to enhance digital displays are critically needed.

We are also aware of the need to begin to develop a capital improvement or deferred maintenance fund to help us continue to maintain the building in first class manner as it begins to age.

IX.

Enhance Museum Education Programs The Museum is granted its tax-exempt status as an educational institution and must fulfill its educational mission with service to collectors, enthusiast groups, and students of all ages.

The Museum launched its K-12 education program in 2013 with our new Educational Resource Center, Classroom and Family Zone. The program must be expanded upon to promote awareness of our service to the community and to attract families. Key in this regard must be the completion of funding for the planned ‘Powering the Future’ education

_____________________________________________________________________________________________ CEO Strategic Priorities June 3, 2017 Page 26 of 78

lab and exhibit.

X.

Enhance Collection Management The Collection plays a central role in the ability of the Museum to fulfill its mission as vehicles provide for on-site displays, off-site traveling exhibitions, and are used in vintage events and tours. In 2017 a Collection status review will continue to take place under the purview of the Collection Committee and leadership of McKeel Hagerty to determine: A. Which vehicles should be retained in the permanent Collection B. Which vehicles should be sold to reduce management costs and generate revenue C. What vehicles are still to be received from the LeMay Collection and over what time-frame D. Vehicle use and restoration plans E. A long-term plan to determine the desired scope, character and size of the permanent Collection.

As the foregoing actions proceed, the Collection Management team should work closely with Marketing and Development efforts to promote acquisition of desired additions to the collection and of vehicles to be sold for revenue purposes. Additionally, the staff should develop vehicle “exercise� plans and plans for use of select vehicles in tours, in concours, etc.

XI.

Strengthen Institutional Capacities of AAT, ACM and RPM. AAT must continue to develop its organizational capacities relative to human resources management, financial systems, and development. ACM must continue to strengthen collection management and educational programming. RPM must add professional staff to meet its rapid success and resulting demands. In short, we need to continue to strengthen our capacities in order to: A. Fulfill the mandates of our mission.

B. Attain strategic goals and objectives.

C. Maintain a reputation for sound business practices, financial integrity, and human resources management.

_____________________________________________________________________________________________ CEO Strategic Priorities June 3, 2017 Page 27 of 78

The Board and Administration have prudently committed themselves to strengthening institutional capacity over the past three years in spite of financial limitations. Investments included the addition of a Chief Operating Officer and a Director of Human Resources in 2012. In 2013, the Office of Finance was strengthened with the addition of a highly experienced Comptroller and addition of a qualified bookkeeper. In 2014 Marketing and Development were combined into an Institutional Advancement Division and staff levels increased. The organizational development noted provided the Trust, Museum and RPM Foundation with modest but sufficient staffing to fulfill our mission.

Critical at this time is addition of an additional professional position for RPM to focus on educational initiatives thereby enabling the RPM President to focus more on promotion and major gift development. Also, critical at this time, when operational ‘seed money’ is in hand, will be the expansion of the AAT development team to focus on major gift development.

While staffing will remain ‘lean’ compared to many institutions of our ilk, capacity building at this time largely needs to focus on improvement in policies, procedures, systems and technology rather than additional staffing. In short, the organization created needs to take time to ‘mature’ and to ‘refine’ its practices, improve on performance and test results before consideration of staff additions or serious programmatic expansion.

_____________________________________________________________________________________________ CEO Strategic Priorities June 3, 2017 Page 28 of 78

CEO REPORT David L. Madeira June 3, 2017 My efforts through the first half of the year have been primarily to ensure that The Trust, the Museum and RPM are collaborating well and that each entity is pursuing the strategic priorities set forth in our Annual Plan adopted by the Board in January. While difficulties and obstacles confront us in multiple areas, we are continuing to make strong progress on many fronts due to the hard work of the staff. The biggest difficulty impeding our progress remains the shortage of operating funds which limits our ability to hire needed staff, buy needed equipment, change out or refresh exhibits with the frequency which we would like, etc. We have adopted a strategy to help us in fund development but, ultimately, the institution must raise an endowment to ensure long-term viability.

The following are comments on our progress relative to a number of this year’s Strategic Priorities: I.

Obtain $3,500,000 in operating funds for AAT, the Museum, and RPM Our strategy has been to shift the majority of marketing and development functions and costs to AAT enabling the Museum and RPM to focus largely on their core missions and reducing their individual budgets. This enables us to approach potential donors for support about the institution(s) they care about and show attainable budgets. This does require, however, individuals who understand that it is the Trust which promotes the others and undertakes the costs they would otherwise bear necessitating donors who will support the Trust. Hopefully the national vision of the Trust will encourage such support. As we approach mid-year we are nearly half way to achieve our funding goal.

However, the second half of the goal is always more difficult to attain and it will require the effort of all of us to attain it. Additionally, it is my hope that as we approach donors with targeted asks we can secure multi-year commitments, as in the first campaign, so that next year our need will be reduced and we can focus on endowment which remains elusive.

II.

Board Development The Chairman and I continue to work to enhance Board Development and governance.

Last year we adopted Committee Charters and Board Job Descriptions which I now share with new candidates to the Board so that members have an understanding of their

_____________________________________________________________________________________________ CEO January-June report June 3, 2017 Page 29 of 78

roles and responsibilities and our expectations for them. In addition, as we adopted the new Trust structure we have begun to evolve our board membership into three separate but integrated boards. For the first time, with this meeting we have provided for three separate board meetings on the same weekend allowing members of each of the Trust’s entities to attend the other board meetings as they desire and to facilitate reporting to the Trust Board from the Presidents of both the Museum and RPM. The goal of all these steps, of course, is to ensure cohesive vision, complementary missions, and to integrate planning for our common good.

III.

Pursue National Strategic Initiatives through AAT The Trust is the entity which conveys a broad purpose – to secure America’s automotive heritage and ensure a vibrant future for the collector community – to a national audience and in doing so promotes interest in and support of ACM and RPM. It is a year ago this month that AAT was publicly introduced and since that time we have made great progress in promoting the Trust and its mission. I believe that the public is gaining awareness of the Trust and that the vision and mission are beginning to resonate in the automotive community. The Drive Home series, undertaken in partnership with the North American International Auto Show, has been a major instrument in calling worldwide attention to the Trust and building enthusiasm for our vision. It has been the primary promotion to bring us new and sustained major corporate support, draw the attention of enthusiasts in other parts of the country who otherwise may have limited interest in either ACM or RPM, and has opened new opportunities for us—particularly in Detroit where we have tried to develop a meaningful presence for years.

I am proud that we maintain a dynamic partnership with the NAIAS and am grateful for Rod Albert’s support of us since we first campaigned to build the Museum. The NAIAS, under Rod’s direction, has given us a world stage in the nation’s most prominent auto show and partnered with us in promoting The Drive Home and, in doing so, given us a significant endorsement in Detroit and to the automotive industry and media. This partnership remains strong and next year’s TDH III will be larger, more collaborative with others and have greater impact than ever before.

As a result of The Drive Home series, we have been able to develop broader relationships in Detroit. I am happy to report that Rock Ventures has determined that AAT is the one heritage based entity that can pull off collaborative automotive heritage efforts, particularly those based in Detroit. As such, they have offered to provide us with an office for the Trust in downtown Detroit and to co-fund an ‘Institutional Advancement’ position there. I will report on this more in person at board meeting.

IV.

Leadership Succession

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The Chairman, Executive Committee and I have been working closely with regard to leadership succession. In April, the Executive Committee authorized the engagement of N2Growth, an international executive search and consulting firm, to assist us in leadership succession planning and the search for a new CEO. N2Growth’s CEO, Mike Myatt, is a friend of Corry’s and as such offered to undertake the search on a pro-bono basis for us. The firm has committed a multi-person to the team and has begun testing the market for us. It is their goal to bring 10 candidates to the Executive Committee before the end of June and the Executive Committee will determine which candidates to interview as the process goes forward. I hope to have an update to you on this during our June board meeting.

As part of its decision to hire N2Growth, the Executive Committee considered the leadership transition process so that over the next three to five years we provide for the orderly transition of leadership of AAT, ACM and RPM with minimal institutional ‘disruption’. As part of this, the Executive Committee deemed it important that the institution maintain and strengthen its current vision and strategic priorities noting that the institution is ‘young’ in its positioning as AAT. As such, the Executive Committee endorsed a plan I presented to them by which I would relinquish my role as CEO when appropriate replacement is hired but would be retained in a board role for the final two years of my contract to provide assistance to a new CEO and to continue to provide strategic direction and oversight for the Board. That plan is included in these documents.

The remaining strategic priorities of our Annual Plan are being pursued largely through the efforts of leadership and staff of ACM and RPM and are covered in their reports. My role is to ensure that they remain focused on these priorities which I do through both individual and broader staff meetings. The important areas of visitation and membership involve staff and efforts from Marketing, Development and Operations and I am pleased to report that the staffs involved are, for the most part, working collaboratively on these efforts. I will comment upon their efforts during the appropriate board committee presentations.

_____________________________________________________________________________________________ CEO January-June report June 3, 2017 Page 31 of 78

2017 Funding Goals Overview Total Goal: $3,200,000

America’s Automotive Trust

$1,500,000

LeMay—America’s Car Museum

RPM Foundation

$1,200,000

$500,000

____________________________________________________________________________________________________________________________________ Funding Goals Overview June 3, 2017 Page 32 of 78

_____________________________________________________________________________________________ Funding Goal Pyramid June 3, 2017 Page 33 of 78

2017 Funding Goal: $3,200,000 Necessary Gift Table

GIFT AMOUNT

# GIFTS NEEDED

$1,000,000 $500K $250K $200K $100K $75K $50K $25K $10K $5K $1K

1 1 1 2 4 4 4 6 10 20 50

# PROSPECTS NEEDED 3 3 3 6 12 12 12 18 60 60 150

Total: $3,200,000

103

309

_____________________________________________________________________________________________ 2017 Necessary Gifts June 3, 2017 Page 34 of 78

2017 FUNDING STATUS April 2017

GOAL NAME Nancy LeMay State Farm Ascent Hagerty Board Member Board Member NAIAS Quicken Hedges Propel Shell Titus Will Gordon Trucks Columbia Bank Key Bank Borelli Haub Anderson

TOTAL

AAT $1,500,000 GIFTS $115,000 $150,000 $50,000 $49,500

ACM $1,200,000

RPM $500,000

GIFTS $885,000

GIFTS

$350,000 $50,000 $50,000

$6,000 $30,000 $16,780 $20,000 $10,000/Corvette $10,000 $5,000 $5,000 $2,500

$17,500

$25,000 $25,000

$494,280

$1,027,500

$350K

_____________________________________________________________________________________________ Funding Status June 3, 2017 Page 35 of 78

Development Department Reports  Major Gifts and Planned Giving Director Report  Concours Club Report  Membership Development Report  Annual Fund and Donor Database Report

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Development Report June 3, 2017 By: Michael Clark I.

Development Committee Report A. Thank you!

B. Foundation building 1. Building a foundation of support is critical a. Data entry and accuracy across the organization b. Parsing lists of prospects i. Reviewing all codes and coded prospects ii. Reviewing donors > $1,000 c. Discovery and cultivation d. Initial focus in Pierce County  King County  Western WA  Portland 2. Building trust and determining passions!

3. Education!

C. Prospecting 1. Current state a. 376 Prospects i. 263 individual prospects ii. 84 corporations iii. 29 foundations 2. Goals a. Out of the office 60% of the week. b. Set 10 appointments/week

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3. Key results a. 1,000+ of calls, emails, texts, LinkedIn messages, Facebook Messenger messages, Facebook posts and tweets b. # of visits (as of 5/1) = 80+ c. # of major gifts to date = 0, by design i. 8 prospects–Higher if you incorporate planned giving and corporate relations prospects.

D. Planned giving 1. Status a. 202 prospects (123 of which have come via Pentera?) b. 8 estates (6 more identified) 2. Pentera a. What does it do? i. Partner in determining pre-planned templates (web/print) to later send to planned giving prospects ii. Educational tool b. What doesn’t it do? i. Close gifts ii. We can’t adequately support all gift vehicles it references c. Failings i. Are somewhat on us as it is purely an identification tool, not a comprehensive planned giving program ii. We need to mine the prospects with more than just sending the marketing pieces iii. Flexibility in messaging E. What’s coming up?

1. Gift planning strategy a. First Pentera mailing forthcoming b. Determine best method to assist with the more complicated elements of planned giving, outside of bequests. c. Organizing a campaign around donating your automobile d. Financial seminars (Q4?)

2. Major gift strategy a. Continued prospecting _____________________________________________________________________________________________ Development Report June 3, 2017 Page 38 of 78

b. Development councils?

3. Corporate relations strategy a. Marketing materials b. Define targets c. Annual timeline 4. Marketing/Sales tools to include ALL areas a. Educate on what the Trust encompasses 5. Optimization a. Templates b. Seamless progression from visitors  members  Club Auto  Major gift  Concours Club  Legacy members 6. Events a. Wheels and Heels Gala – June 3 b. Ferrari Club Concours event – July 9 c. Forest Grove Concours – July 14 – 16 d. Club Auto ‘Around the Bend’ event – July 27 – 29 e. Cars and Cigars – August 5 f. Summer Ender Fender Bender – September 9

_____________________________________________________________________________________________ Development Report June 3, 2017 Page 39 of 78

Concours Club Report June 3, 2017 By: Valerie O’Shea I.

We had our first Concours Club Council meeting in January. We had great discussions about vision, priorities and direction.

A. What is the reason someone would want to join CC? B. What reasons beyond the obvious would encourage them to join?

1. Creating a dynamic and interesting program of events would keep folks interested beyond philanthropy. We need to have engaging interesting events and programs.

2. Events this year include(d): March Madness, Grand Italy trip, Concours Club Annual Gathering, Monterey Driving Trip August 15, CC reception and Master Collector opening in to cap off the Summer Ender Fender Bender September 9; Wine and Wheels ‘Oregon or Bust” September 10-14, Traverse City Drive to Elkhart Lake September 29Oct. 1, 2017. We will also being doing a drive in Arizona January 16, just before the Concours Club Summit and Board meeting in Scottsdale. a. Oregon or Bust should be a fabulous trip; I am scheduling wine tasting/lunches at the premier wineries in the area. The roads are great little two lanners that twist and curve through fabulous scenery. And of course the food will be amazing. I have sourced out a little Spanish Tapas restaurant in Portland that will blow your socks off! We will be driving down the coast into Astoria for lunch and then to the Dundee hills! This 5 day 4 night event will be fabulous-I was having so much fun planning it this and know that actually doing it will be even better. There will be limited space so let me know if you would like to join us! This will be $2000 per couple for members and $2200 for future members.

3. Other items of discussion included: a. VIP seating and invitations at auctions-which we are working on with Sotheby’s b. Rallies not just regionally but nationally-Have added the Traverse City Drive.

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c. Personal guided tours of private collections-Working on a personal tour with the Traverse City Drive and the Concours Club Summit in January. d. Long weekend events or drives to compliment the longer international tours we provide e. access to private parties and events-perhaps at i. Goodwood, ii. Pebble Beach iii. Amelia Island iv. Concours of America v. LeMans f. Port/Scotch tasting g. Other Car Museum Experiences h. Trip to Jay Leno’s garage 4. In March we had our March Madness dinner. This was a sign up event at our silent auction from 2016. It was a great event this type of event helps to get the Seattle crowd engaged with us but closer to home for them. The event happened at “Glass Distillery”, the food was prepared by Chef Kevin Davis, and wines were donated by Sparkman Cellars. A truly wonderful event. This was so popular we will once again offer it at the silent auction.

I.

Concours Club Constituency A. 144 individual members B. 35 Corporations C. 9 foundations

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Calendar of Events 2017 Jan

Epicurean Evenings

Feb

March

April

May

June

x

July

August

Oct

Nov

Dec

x

Annual Gathering

x

Master Collector Reception Board of Directors Meeting

Sept

x

x

x

x

Board Retreat International CC Trip CC and CA Wine and driving event Wine and Wheels trip

Heritage Distillery tour and NW drive

x x

x

x

x

x

x

_________________________________________________________________________________________________________________________________ Concours Club Calendar June 3, 2017 Page 42 of 78

Membership Development Report June 3, 2017 By: Kristen Wells The Membership Development Coordinator oversees the development and implementation of the Membership Programs for America’s Automotive Trust and takes an active role in the cultivation and stewardship of key relationships with members and mid-level donors. This position works closely with the Annual Fund & CRM Database Coordinator.

I.

Membership Development & Promotions A. Activities to Promote Membership 1. Member Exhibit Preview Events a. Exotics@ACM: May 5 – 175 attended b. Master Collector: September 9, 2017 c. Powering the Future – December 2017 2. Cruise-Ins YTD a. April – 37 cars (in poor weather) b. May 6 - Exotic Meet @ ACM, 50 cars 3. Upcoming Cruise-Ins for remainder of the year a. June 8 – Celebrating ACM’s Birthday b. July 13 – Summer Vacation c. August 10 – Tailgate Party d. September 9 – Summer Ender Fender Bender e. October 21 – ACM Trunk or Treat 4. Membership Appreciation Day a. March 4: Double Discount Day (20%) in ACM Store and Classics Café b. Member Early Access for all members – Exotics@ACM, May 6 (over 100 members attended) c. June 5: Double Discount Day (20%) in ACM Store and Classics Café

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d. August 19: Double Discount Day (20%) in ACM Store and Classics Café e. October 21: Double Discount Day (20%) in ACM Store and Classics Café 5. Membership Table or Presence a. Griot’s Garage – monthly Caffeine & Gasoline events b. E@RTC - monthly c. 2nd Quarter Event Calendars mailed to all current members on April 3 d. All Signature Events e. Quarterly Breakfast Club Meets at ACM f. 3rd Quarter Event Calendars will be mailed to all members g. Summer Saturday Night Cruz-Ins at Sunrise Village (Puyallup, WA) h. Ferrari Concours: July i. Forest Grove Concours: July j. Summer Ender Fender Bender: September 6. Signature Events discounted or free for members a. Drive the Blues Away: April 21 b. Wheels and Heels Annual Gala: June 3 c. Cars & Cigars: July d. Summer Ender Fender Bender: September 9 7. Promotions a. January: Free AAA Family Driver membership promotion i. Free Family memberships offered to all AAA members (promo ending June 30) b. February: Valentine’s Day, 20% off GOM c. March: Spring into ACM, 20% off renewals or new members; 20% off new memberships to car clubs; 20% membership coupons handed out at Griot’s Caffeine & Gasoline. d. Ongoing membership promotions offered at all Cruise-Ins at ACM, Drive In Movies, Family STEAM Days & Take A Spins e. April: Spring Break “Staycation – offered 20% off Family memberships f. May: Mother’s Day GOM with gift g. June 5 : Celebrate ACM’s Anniversary with 50% off memberships h. June: Father’s Day GOM – includes a Speed Zone voucher i. Working on membership offerings for State Farm & Hagerty employees 8. Membership offerings collaborated with Sales & Events a. Monthly membership offerings are sent on behalf of our Sales & Events team to their business and group tour email list _____________________________________________________________________________________________ Membership Development Report June 3, 2017 Page 44 of 78

b. Multiple events are scheduled throughout the year during which we will offer membership promotions B. 2017 Membership Totals as of April 30, 2017 1. 2,276 total memberships December January February 2016 2017 2017 Individual Driver 738 686 675 Dual Driver 334 325 328 Family Driver 424 420 454 Bronze Key 771 723 707 Silver Key 153 145 143 Gold Key 34 33 33 Total 2,454 2,332 2,340

March 2017 675 328 509 700 137 31 2,567

April 2017 667 324 422 699 136 28 2,276

2. 1605 total Free AAA Family memberships December January February 2016 2017 2017 AAA Family Driver II.

N/A

470

922

March 2017

April 2017

1,516

1,605

Club Auto A. Club Auto Milestones and Future Plans 1. January 18: Scottsdale Driving Tour - Club Auto & Hagerty teamed up for a day of automotive fun in Scottsdale, including a scenic driving tour, a visit to a private automotive collection and lunch. We had 15 participants.

2. March 4: Private Collection Tour – Club Auto members (15) and friends (10) enjoyed a private tour of Peter Gleeson’s collection and ended the afternoon with a group lunch.

3. March 25: Breakfast Club Meet – This event is a Club Auto & Hagerty activation event, open to all car enthusiasts and is organized to bring in new members. Coffee and donuts are complimentary.

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4. May 13: Breakfast Club Meet - This event is a Club Auto & Hagerty activation event, open to all car enthusiasts and is organized to bring in new members. Coffee and donuts are complimentary.

5. June 17: Private Collection Tour – Club Auto members are invited to see Art Redford’s collection.

6. September 9: Friends n’ Fenders Drive – a drive through scenic Washington roads with a lunch stop, culminating with caravan to Summer Ender Fender Bender. This tour is open to all car enthusiasts and is organized to bring in new members.

7. September 10 – 14: Wine & Wheels Tour, “Oregon or Bust” – an organized driving trip with CA and CC members.

8. September 23: Breakfast Club Meet - This event is a Club Auto & Hagerty activation event, open to all car enthusiasts and is organized to bring in new members. Coffee and donuts are complimentary.

9. September 29 – October 1: Club Auto/Concours Club Rally in Traverse City with MFD Classic Motors a Club Auto Affiliate and our partner Hagerty 10. November 4: Breakfast Club Meet - This event is a Club Auto & Hagerty activation event, open to all car enthusiasts and is organized to bring in new members. Coffee and donuts are complimentary.

11. November 11: Lunch and Heritage Distilling Tour 12. December 14: Club Auto Happy Hour – a fun, member inspired event to get the holiday season started with style and cheer.

B. Club Auto Membership Update December January February March 2016 2017 2017 2017 Club Auto 29 27 28 26 Club Auto Founder 74 68 68 67 Total 103 95 96 93

April 2017 26 70 96

_____________________________________________________________________________________________ Membership Development Report June 3, 2017 Page 46 of 78

Annual Fund and Donor Database Report June 3, 2017 By: Jason Hamman I.

Annual Fund Membership activities, appeals, and major giving support activities have been top priorities in 2017. Fundraising efforts have begun in earnest with primary focus in Q1 on supporting Signature Events and pursuing monthly membership renewals. Q2 will see an increase in email and direct mail appeals.

A. Appeals 1. Events a. Drive the Blues Away i. Save the Date postcard: 5,861 households ii. Email promotions (Individuals): 5,450 iii. Email promotions (Car Clubs): 107 b. Wheels & Heels Gala i. Save the Date postcard: 5,384 households c. Exotics@ACM Member Preview i. Save the Date postcard: 1,159 households 2. Q1 direct-mail appeal was pushed back due to workload and later date of Drive the Blues Away 3. Membership Renewals Run monthly and sent by email and postal mail a. Emails sent through 4/30: 1,344 b. Letters sent through 4/30: 1,574 4. Upcoming appeals a. Email: Mother’s Day Gift of Membership email b. Direct Mail & Email: Father’s Day Gift of Membership postcard

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c. Direct Mail: Rejoining of members lapsed 11/2016 – 5/2017 d. Direct Mail: Gift of Education, Summer Camps at ACM II.

Database Management and Support Processing and fulfilling a large influx of orders for promotional Family Driver memberships offered through AAA Washington necessitated large-scale cleanup efforts supported by hundreds of volunteer hours. Work towards strategic initiatives included continued documentation of database procedures and supporting Accounting and Finance, Marketing, and Major Gifts.

A. Data and Software Integrity 1. Cleaned and processed 1,609 new Family Driver memberships (2,858 new members) through AAA Washington promo to meet data standards 2. Installed a major update of card printing software enabling more refined card options 3. Implemented new Guest Pass feature for tracking redemption free admission passes given to Bronze members and above B. Documentation and Training 1. Produced Milestones Annual Report 2. Documented procedures to produce report and improved tracking mechanisms to insure more accurate results year after year 3. Negotiated a new deal with Blackbaud to supplant the third year of Altru’s Major Giving module, met with low utilization, with a one-year training package for all Museum staff at reduced cost C. Department Support 1. Accounting a. Reconciled 2016 pledges prior to annual audit b. Provided detailed 2016 revenue reports for comparison against Financial Edge c. Provided any and all gift backup requested during audit d. Continued revising and rebuilding of revenue structure of accounts in Altru to accommodate new AAT designations

_____________________________________________________________________________________________ Annual Fund and Donor Database Report June 3, 2017 Page 48 of 78

2. Marketing a. Revised and corrected all sponsor listings within Altru for spring edition of OpenRoad b. Continued to provide monthly updates to email lists c. Supported marketing efforts through production of mailing lists (recipients): i. Drive the Blues Away (5,861) ii. Wheels & Heels gala (5,384) iii. Quarterly event calendars (Q1: 2,926; Q2: 4,102) iv. OpenRoad (1,381) 3. Major Gifts a. Pledges and Sponsorships i. Provided monthly reports on pledge installments due and lapsed payments ii. Invoiced for payments due and overdue b. Supported entry, coding, and reporting of prospects to Altru c. Provided monthly prospect reports providing a point of discussion and review of assigned prospects d. Continued building out major donor records within Altru to better show relationships between donors and companies D. Upcoming Projects 1. Continue correcting historical data to improve Member renewal and check-in experiences 2. Implement regular specialized staff training in tandem with training offered through our Altru – Learn Everything package with Blackbaud 3. Complete transition to new AAT designations to improve coding of gifts in Altru and reduce Accounting staff time required to accurately code gifts in ledger

_____________________________________________________________________________________________ Annual Fund and Donor Database Report June 3, 2017 Page 49 of 78

2017 Development Report YTD Pledges / Cash Gifts / In-Kind Account

Individual Board Corporation Foundation Totals In-Kind Totals including In-Kind

Total Number of Gifts

AAT Total Funds

ACM Total Funds

RPM Total Funds

Total Funds

Average Gift

Largest Gift

718 15 23 5 761

$1,263 $165,000 $16,000 $0 $182,263

$147,914 $1,040,000 $28,604 $95,150 $1,311,668

$7,378 $0 $15,046 $10,350 $32,774

$156,555 $1,205,000 $59,650 $105,500 $1,526,705

$218 $80,333 $2,593 $21,100 $2,006

$75,000 $500,000 $20,000 $75,000 $500,000

51

$24,252

$188,851

$32,066

$245,168

$4,807

$40,850

812

$206,515

$1,500,518

$64,840

$1,771,873

$2,182

$500,000

2017 Revenue YTD Revenue Only (excludes in-kind and pledge payments) Capital Endowment Operations Scholarships / Programs Debt Reduction Totals

AAT $0 $0 $302,691 $96,000 $0 $398,691

ACM $15,000 $0 $410,500 $121,362 $500,000 $1,046,862

RPM $0 $0 $177,776 $32,655 $0 $210,431

________________________________________________________________________________________________________________________________ Membership Development Report June 3, 2017 Page 50 of 78

Marketing & Communication Report This document will be distributed at the Board Meeting.

_____________________________________________________________________________________________ Marketing and Communications Report June 3, 2017 Page 51 of 78

Governance Plan 2017

_____________________________________________________________________________________________ Governance June 3, 2017 Page 52 of 78

Governance Plan 2017 Board of Trustees, America’s Automotive Trust I. A. B. C. D. E. F.

Officers Chairman: B. Corry McFarland Vice Chairman: William T. Weyerhaeuser Treasurer: Michael J. Phillips Secretary: McKeel O. Hagerty CEO: David L. Madeira Vice President: Paul E. Miller

A. B. C. D. E. F.

Trustees: Class of 2017 Stephen Boone Larry Gordon George Ingle James Gary May B. Corry McFarland Manfred Scharmach

A. B. C. D. E. F.

Trustees: Class of 2018 Karl Anderson Dale Bloomquist Tom Hedges Nancy LeMay Keith Martin William Sterud

A. B. C. D. E.

Trustees: Class of 2019 Nicola Bulgari McKeel O. Hagerty Michael J. Phillips Ed Welburn Todd Wells

II.

III.

IV.

_____________________________________________________________________________________________ Governance Plan June 3, 2017 Page 53 of 78

F. William T. Weyerhaeuser G. James M. Will V.

AAT Standing Committees Board Members are asked to serve on 1 or 2 committees. The Chairman may appoint Steering Committee members or members of the ACM and RPM Boards to Standing Committees of the Trust other than Finance or Executive Committees. Those appointments are marked with an asterisk*.

A. Executive Committee 1. Board Officers 2. Immediate Past Chairman 3. Standing Committee Chairs B. Development Committee 1. James Gary May, Chair 2. Dale Bloomquist 3. Larry Gordon 4. Tom Hedges 5. B. Corry McFarland 6. Michael J. Phillips 7. Todd Wells 8. William T. Weyerhaeuser 9. James M. Will 10. William Hall* C. Marketing Committee 1. Tom Hedges, Chair 2. Dale Bloomquist 3. Stephen Boone 4. Dawn Fisher 5. Keith Martin 6. James Gary May 7. Manfred Scharmach 8. William Sterud 9. Todd Wells 10. Gill Campbell* 11. John Carlson* 12. Robert Falleur* 13. William Hall*

_____________________________________________________________________________________________ Governance Plan June 3, 2017 Page 54 of 78

14. Tabetha Hammer* 15. Paul Ianuario* 16. Candida Romanelli* D. Steering Committee Class of 2017 1. Gill Campbell 2. Bob Falleur 3. Mark Gessler 4. Gerald Greenfield 5. Tabetha Hammer 6. Paul Ianuario 7. John Weymer E. Steering Committee Class of 2018 1. Thomas Bryant 2. John Carlson 3. Rock Jenkins 4. Mark McKee 5. Glenn Mounger 6. Michael T. Phillips 7. Candida Romanelli 8. Lyn St. James F. Steering Committee Class of 2019 1. Rod Alberts 2. Sandra Button 3. Doug Clark 4. Keith Flickinger 5. Peter Hageman 6. William Hall 7. Al McEwan 8. Bill Warner Board of Directors, America’s Car Museum VI. A. B. C. D.

Officers Chairman: B. Corry McFarland Vice Chairman: William T. Weyerhaeuser Treasurer: Karl Anderson Secretary: John D. Barline

_____________________________________________________________________________________________ Governance Plan June 3, 2017 Page 55 of 78

E. CEO: David L. Madeira F. President: Paul E. Miller VII. A. B. C.

Emeritus Directors Karl Anderson Doug LeMay Nancy LeMay

VIII. A. B. C. D. E. F. G. H.

Class of 2017 Neal Arntson Stephen Boone John C. Dimmer Larry Gordon George Ingle James Gary May B. Corry McFarland Manfred Scharmach

IX. A. B. C. D. E. F.

Class of 2018 Dale Bloomquist Richard B. Davis McKeel O. Hagerty Tom Hedges Keith Martin William Sterud

A. B. C. D. E. F.

Class of 2019 John D. Barline Dawn Fisher Michael J. Phillips William Weyerhaeuser James Will Todd Wells

X.

XI.

ACM Standing Committees Board Members are asked to serve on one or two committees. The Chairman may appoint Steering Committee members or members of the HELM and RPM Boards to Standing Committees of the Trust other than Finance or Executive Committees. Those appointments are marked with an asterisk*.

_____________________________________________________________________________________________ Governance Plan June 3, 2017 Page 56 of 78

A. Executive Committee 1. Board Officers 2. Immediate Past Chairman 3. Standing Committee Charis B. Finance and Operations Committee 1. Karl Anderson, Chair 2. John D. Barline 3. Richard B. Davis 4. Nancy LeMay 5. B. Corry McFarland 6. Michael J. Phillips 7. William T. Weyerhaeuser 8. James M. Will C. Collection and Exhibitory Committee 1. McKeel O. Hagerty, Chair 2. Keith Flickinger, Curator 3. Stephen Boone 4. Nicola Bulgari 5. George Ingle 6. Doug LeMay 7. Nancy LeMay 8. John Carlson* 9. Robert Falleur* 10. Mark Gessler* 11. Gerald Greenfield* 12. Peter Hageman* 13. Paul Ianuario* 14. Al McEwan* D. Audit Committee 1. Manfred Scharmach, Chair 2. Karl Anderson 3. Stephen Boone 4. Richard B. Davis 5. Michael J. Phillips

_____________________________________________________________________________________________ Governance Plan June 3, 2017 Page 57 of 78

Board of Directors RPM Foundation Directors A. B. C. D. E. F. G. H. I. J.

David L. Madeira-Chairman McKeel O. Hagerty Dan Beutler-Treasurer Dawn Fisher Keith Flickinger Tabetha Hammer James Menneto Paul E. Miller T.G. Mittler-Vice Chair Mike Stowe-Secretary

HELM and LDPA Board of Directors and Officers A. Board of Directors & Officers HELM Executive Committee & Standing Officers ACM

_____________________________________________________________________________________________ Governance Plan June 3, 2017 Page 58 of 78

Board Calendar  AAT  ACM  RPM – abreviated

_____________________________________________________________________________________________ Calendar June 3, 2017 Page 59 of 78

Preliminary Board Calendar 2017 & 2018 I.

“Drive Away the Blues” Music Event Saturday- February 25, 2017 6:30-11PM

II.

Board Meeting, Concours Club Annual Gathering and Wheels and Heels Gala, Tacoma WA June 2, & 3, 2017 A. Friday, June 2: 1. ACM Board Committee Meetings: 9 am – 12 pm PST 2. AAT Board Committee Meetings: 9 am – 12 pm PST 3. RPM Foundation Board Meeting: 1 – 3 pm PST B. Saturday, June 3: 1. ACM Board Meeting: 9 – 10:30 am PST 2. AAT Board Meeting: 10:30 am – 12 pm PST 3. Annual Concours Club Gathering: 5 – 6:30 pm PST 4. Annual Wheels and Heels Gala: 6:30 – 11 pm PST Committee/Board Meeting Schedule

Friday Friday 9 am 10:30 am

Location 10:30 am 12 pm

ACM Committee Meetings Collection & Exhibitry Committee ACM Board Room Operations & Finance Committee ACM Board Room AAT Committee Meetings

9 am

10:30 am

Development Committee

ACM Banquet Room

10:30 am

12 pm

Marketing Committee

ACM Banquet Room

12 pm 1 pm

1 pm 3 pm

Lunch RPM Board meeting

Classics Café ACM Banquet Room

Saturday 9 am

10:30 am

ACM Full Board Meeting

ACM Banquet Room

_____________________________________________________________________________ Board Calendar 2017-2018 June 3, 2017 Page 60 of 78

10:30 am

12 pm

5 pm 6:30 pm

6:30 pm 11 pm

AAT Full Board Meeting Afternoon on your own Concours Club Annual Gathering Wheels and Heels Annual Gala

ACM Banquet Room Weyerhaeuser Concours Club Will and Cheney Galleries

III.

“Cars and Cigars” August 12, 2017: Annual collaboration with El Gaucho, on the Christine and Karl Anderson Plaza 6:30 – 9 pm PST

IV.

Board Meeting & Master Collector Weekend, Tacoma, WA September 8 & 9, 2017 A. Friday, September 8: 1. ACM Committee Meetings: 9 am –12 pm PST 2. AAT Committee Meetings: 9 – 12 pm PST 3. Lunch: 12 – 1 pm PST B. Saturday, September 9: 1. ACM Board meeting: 9 – 10:30 am PST 2. AAT Board Meeting: 10:30AM to 12 on PST. 3. Club Auto Drive: TBD 4. Car Show TBD: 5. Master Collector Award and Concours Club Reception: 5 – 6 pm PST 6. Master Collector Exhibit Opening: 6:15-7 pm PST 7. Master Collector and Board Dinner: 7:30-10 pm PST Committee/Board Meeting Schedule Location

Friday 9 am

10:30 am

10:30 am

12 pm

9 am 10:30 am 12 pm Saturday 9 am 10:30AM

10:30 am 12 pm 1 pm

ACM Committee Meetings Collection & Exhibitry Committee Operations & Finance Committee AAT Committee Meetings Development Committee Marketing Committee Lunch

10:30AM 12 pm

ACM Board Room ACM Board Room

ACM Banquet Room ACM Banquet Room Classics Café

ACM Full Board Meeting ACM Banquet Room AAT Full Board Meeting ACM Banquet Room Afternoon on your own _____________________________________________________________________________ Board Calendar 2017-2018 June 3, 2017 Page 61 of 78

5 pm 6:15 pm 7:30PM

6 pm 7 pm 11 pm

Master Collector Reception Master Collector Opening Master Collector Dinner

Weyerhaeuser Concours Club Master Collector Ramp TBD

RPM Board Meeting C. RPM Board Meeting, October 5, 2017 9:00-2:00PM EST–Tentative schedule.

Thursday 9 am

2 pm

RPM Full Board Meeting Preliminary Board Calendar for 2018

I. A. B.

C.

D.

AAT/ACM/RPM Annual Meeting, Concours Club Summit & Scottsdale AZ Weekend, January 17, 18, 19 & 20, 2018 Wednesday, January 17: 1. Concours Club Summit 9 am – 3 pm MST Thursday, January 18: 1. RPM Foundation Board Meeting 9 am – 11 am MST 2. Board Welcome reception 5 – 7 pm MST TBD Friday, January 19: 1. AAT/ACM Committee meetings, 9 am – 12 pm MST 2. Lunch 12 – 1:30 pm MST Remainder of the day on your own Saturday, January 20: 1. ACM Full Board Meeting 2. AAT Full Board Meeting 3. AAT Gathering, Waterfall Terrace, 6:30-9 pm MST Committee/Board Meeting Schedule

Tuesday 9 am Wednesday 9 am

Thursday 9 am 5 pm Friday

3 pm

Club Auto Drive

3 pm

Concours Club Summit

11 am 7 pm

Event RPM Board Meeting Welcome Reception ACM Committee Meetings

Location Monterey, CA Hyatt, possible private collection tour

TBD Penske Museum

_____________________________________________________________________________ Board Calendar 2017-2018 June 3, 2017 Page 62 of 78

9 am 10:30 am

10:30 am 12 pm

9 am 10:30 am 12 pm

10:30 am 12 pm 1 pm

Saturday 9 am 10:30 am

10:30 am 12 pm

Collection & Exhibitry Committee Operations & Finance Committee AAT Committee Meetings Development Committee Marketing Committee Lunch Afternoon on your own ACM Full Board Meeting AAT Full Board Meeting Afternoon on your own

6:30 pm

9 pm

AAT Gathering

Waterfall Terrace

II.

“Drive Away the Blues” Music Event Saturday- February 24, 2018 6:30-11 pm

III.

Board Meeting, Concours Club Annual Gathering and Wheels and Heels Gala, Tacoma WA June 1 & 2, 2018 A. Friday, June 1: 1. ACM Board Committee Meetings: 9 am– 12 pm PST 2. AAT Board Committee Meetings: 9 am – 12 pm PST 3. RPM Foundation Board Meeting: 1– 3 pm PST B. Saturday, June 2: 1. ACM Board Meeting: 9 am – 10:30 am PST 2. AAT Board Meeting: 10:30 am – 12 pm PST 3. Annual Concours Club Gathering: 5 – 6:30 pm PST 4. Annual Wheels and Heels Gala: 6:30 – 11 pm PST Committee/Board Meeting Schedule

Friday 9 am 10:30 am

10:30 am 12 pm

ACM Committee meetings Collection & Exhibitry Committee Operations & Finance Committee AAT Committee meetings

9 am

10:30 am

Development Committee

ACM Board Room ACM Board Room ACM Banquet Room

_____________________________________________________________________________ Board Calendar 2017-2018 June 3, 2017 Page 63 of 78

10:30 am

12 pm

Marketing Committee

ACM Banquet Room

12 pm

1 pm

Lunch

Classics Café (Mezzanine)

1 pm

3 pm

RPM Board Meeting

ACM Board Room

10:30 am 12 pm

ACM Full Board Meeting AAT Full Board meeting

ACM Banquet Room ACM Banquet Room

Saturday 9 am 10:30 am

Afternoon on your own 5 pm 6:30 pm

6:30 pm 11 pm

Concours Club Annual Gathering Wheels and Heels Gala

Weyerhaeuser Concours Club Cheney and Will Family Galleries

IV.

“Cars and Cigars” August 11, 2018: Annual collaboration with El Gaucho, on the Christine and Karl Anderson Plaza 6:30 – 9 pm PST

V.

Board Meeting & Master Collector Weekend, Tacoma, WA September 7 & 8, 2018 A. Friday, September 7: 1. ACM Committee Meetings: 9 am – 12 pm PST 2. AAT Committee Meetings: 9 am – 12 pm PST 3. Lunch: 12 – 1 pm PST B. Saturday, September 8: 1. ACM Board meeting: 9 – 10:30 am PST 2. AAT Board Meeting: 10:30AM –o 12 pm PST. 3. Club Auto Drive: TBD 4. Car Show TBD: 5. Master Collector Award and Concours Club Reception: 5 – 6 pm PST 6. Master Collector Exhibit Opening: 6:15-7 pm PST 7. Master Collector and Board Dinner: 7:30-1 pm PST Committee/Board Meeting Schedule

Friday 9 am 10:30 am

ACM Committee Meetings Location 10:30 am Collection & Exhibitry Committee ACM Board Room 12 pm Operations & Finance Committee ACM Board Room AAT Committee Meetings 9 am 10:30 am Development Committee ACM Banquet Room 10:30 am 12 pm Marketing Committee ACM Banquet Room _____________________________________________________________________________ Board Calendar 2017-2018 June 3, 2017 Page 64 of 78

12 pm

1 pm

Lunch

Classics Café

Saturday 9 am 10:30 am 5 pm 6:15 pm 7:30 pm

10:30 am 12 pm 6 pm 7 pm 11 pm

ACM Full Board Meeting AAT Full Board Meeting Master Collector Reception Master Collector Opening Master Collector Dinner

ACM Banquet Room

VI.

Weyerhaeuser Concours Club Master Collector Ramp TBD

RPM Board Meeting and Concours Club Summit, Hershey Car Week.

A. RPM Board Meeting, October 4, 2017 9 am – 2 pm EST–Tentative schedule.

Thursday 9 am

11 am

RPM Full Board Meeting

_____________________________________________________________________________ Board Calendar 2017-2018 June 3, 2017 Page 65 of 78

   

AAT Board of Trustees AAT Steering Committee ACM Board of Directors RPM Foundation Board of Directors

_____________________________________________________________________________ Board Calendar 2017-2018 June 3, 2017 Page 66 of 78

BOARD OF DIRECTORS Karl Anderson Chairman Concrete Technology Corporation P.O. Box 2259 Tacoma, WA 98401-2259 Bus: 253.404.2205 Mobile: 253.219.4072 Fax: 253.572.9386 E-mail: karl@concretetech.com Dale Bloomquist Auto Enthusiast 2821 2nd Avenue #1801 Seattle, WA 98121 Bus: Mobile: 206.235.3202 E-mail: daleb@u.washington.edu Stephen Boone Ford and Harley Dealership Owner-retired P.O. Box 12600 Olympia, WA 98508 Bus: 360.528.3700 Mobile: 360.561.3500 E-mail: dlrbooner@aol.com Nicola Bulgari Vice Chairman BVLGARI S.p.A. 555 Madison Avenue 9th Floor New York, NY 10022 Bus: 646.478.2050 Mobile: E-mail: connie.ruta@bulgari.com

Tom Hedges Co-Owner Hedges Family Estate 55311 North Sunset Road Benton City, WA 99320 Bus: 206.357.0607 E-mail: hedgestom@me.com George Ingle The Ingle Company 139 143rd Street South Tacoma, WA 98444-4616 Bus: 253.535.6747 Mobile: 253.307.1073 E-mail: g.ingle@yahoo.com Larry Gordon President & CEO Gordon Truck Centers 151 Stewart Road SW Pacific, WA 98047 Bus: 800.426.8486 Mobile: 253.279.0237 E-mail: lgordon@gordontrucking.com McKeel Hagerty CEO Hagerty P.O. Box 1301 Traverse City, MI 49685 Bus: 800.922.4050 Mobile: 231.883.3773 E-mail: mhagerty@hagerty.com

_____________________________________________________________________________________________ Board Member Contact Information AAT Board of Directors Page 67 of 78

BOARD OF DIRECTORS Nancy LeMay LeMay Investments P.O. Box 44667 Tacoma, WA 98448 Bus: 253.536.4402 Mobile: 253.222.6763 E-mail: nancylemay@lemayinv.com David Lowe Madeira President & CEO America’s Automotive Trust 2702 East D Street Tacoma, WA 98421 Bus: 253.779.8490 ext. 1001 Mobile: 253.985.0058 E-mail: dlm.ceo@americasautomotivetrust.org Keith Martin Publisher Sports Car Market P.O. Box 16130 Portland, OR 97292 Bus: 503.261.0555 ext. 210 Mobile: 503.970.1070 E-mail: keith.martin@sportscarmarket.com James Gary May Owner & President Hopewell Land Partners LLC P. O. Box 112 Windermere, FL 33882 Bus: 863.294.0993 Mobile: 407.617.3752 E-mail: jamesgarymay@gmail.com

Dan McDavid Vice President-Retired Chrysler Corporation P.O. Box 527 Leland, MI 49654 Home: 231.256.2109 Cell: 231.218.2021 E-mail: dmcdavid99@gmail.com B. Corry McFarland President Cedar Management Company 5501 Pacific Highway East, Suite 2 Fife, WA 98424 Bus: 253.922.4902 Mobile: 253.318.7232 E-mail: corrym@cdrmgt.com Paul E. Miller President & COO America's Car Museum 2702 E. D Street Tacoma, WA 98421 Bus: 253.779-8490 Mobile: 253. 219.7285 E-mail: paul.miller@americascarmuseum.org Michael J. Phillips Chairman of the Board Altaira Wealth Management Geneva, Switzerland Bus: Mobile: 253.640.1835 E-mail: mjaphillips@gmail.com

_____________________________________________________________________________________________ Board Member Contact Information AAT Board of Directors Page 68 of 78

BOARD OF DIRECTORS Manfred Scharmach CEO & President Scharmach Enterprises BMW Northwest, Northwest MINI, Seattle MINI, & Northwest Pre-Owned Center 4011 20th St East Fife, WA 98424 Bus: 253.922.9700 Mobile: 253.370.8900 E-mail: manfred@bmwnorthwest.com Bill Sterud Vice Chairman Puyallup Tribal Council Puyallup Tribe of Indians 3009 East Portland Avenue Tacoma, WA 98404 Bus: 253.573.7838 Mobile: Fax: 253.680.5996 E-mail: raultejano@hotmail.com

William T. Weyerhaeuser Director/Chairman Columbia Bank 1145 Broadway Plaza, Suite 1500 Tacoma, WA 98402 Bus: 253.272.8336 Mobile : 253.905.1296 E-mail: jacquigandy@pop.nwnexus.com Jamie Will President Titus-Will Enterprises 616 Broadway Tacoma, WA 98402 Bus: 360.357.5515 Mobile: 253.381.0210 E-mail: jmwill@tituswill.com

Ed Welburn CEO The Welburn Group 2790 Mackintosh Lane Bloomfield hills, Michigan 48302 Bus: 248.730.6568 Mobile: 248.730.6568 E-mail: ed@edwelburn.com Todd Wells General Manager - Global Marketing Operations Microsoft 2202 246th Pl NE Sammamish, WA 98074 Bus: 425.707.9809 Mobile: 425.890.6834 E-mail: toddwell@microsoft.com _____________________________________________________________________________________________ Board Member Contact Information AAT Board of Directors Page 69 of 78

BOARD OF DIRECTORS Karl Anderson Chairman Concrete Technology Corporation P.O. Box 2259 Tacoma, WA 98401-2259 Bus: 253.404.2205 Mobile: 253.219.4072 Fax: 253.572.9386 E-mail: karl@concretetech.com Neal Arntson President Albina Fuel Company 801 Main Street Vancouver, WA 98660 Bus: 360.816.8004 Mobile: 503.781.3017 E-mail: narntson@albina.com John Barline Attorney at Law Harlowe & Falk LLP One Tacoma Avenue North, Suite 300 Tacoma, WA 98403 Bus: 253.284.4425 (direct line) Mobile: 253-301-7843 E-mail: jbarline@harlowefalk.com Dale Bloomquist Auto Enthusiast 2821 2nd Avenue #1801 Seattle, WA 98121 Bus: Mobile: 206.235.3202 E-mail: daleb@u.washington.edu

Stephen Boone Ford and Harley Dealership Owner-retired P.O. Box 12600 Olympia, WA 98508 Bus: 360.528.3700 Mobile: 360.561.3500 E-mail: dlrbooner@aol.com Richard B. Davis President Standard Parts Corporation 168 South 140th Avenue Tacoma, WA 98444 Bus: 253.531.5763 ext. 100 Mobile: 253.565.2612 E-mail: arbyd1@aol.com John C. Dimmer President FIRS Management, LLC 7505 112th St. SW Lakewood, WA 98498 Bus: 253.272.3654 ext. 12 Mobile: Dawn Fisher MFD Classic Motors P.O. Box 7016 Traverse City, MI 49696 Bus: 231.947.3850 Mobile: 231.947.7701 E-mail: dawn@mfdclassicmotors.com

_____________________________________________________________________________________________ BOD Member Contact information ACM Board of Directors Page 70 of 78

BOARD OF DIRECTORS Larry Gordon President & CEO Gordon Truck Centers 151 Stewart Road S.W. Pacific, WA 98047 Bus: 800.426.8486 Mobile: 253.279.0237 E-mail: lgordon@gordontrucking.com McKeel Hagerty CEO Hagerty P.O. Box 1301 Traverse City, MI 49685 Bus: 800.922.4050 Mobile: 231.883.3773 E-mail: mhagerty@hagerty.com Tom Hedges Hedges Family Estate 53511 North Sunset Road Benton City, WA 99320 Bus: 206.357.0607 Mobile: 206.390.4467 E-mail: hedgestom@me.com George Ingle Owner The Ingle Company 139 143rd Street South Tacoma, WA 98444-4616 Bus: 253.535.6747 Mobile: 253.307.1073 E-mail: g.ingle@yahoo.com

Doug LeMay LeMay Investments P.O. Box 44667 Tacoma, WA 98448 Bus: 253.537.0297 Mobile: 253.224.1930 E-mail: d.lemay@lemayinv.com Nancy LeMay LeMay Investments P.O. Box 44667 Tacoma, WA 98448 Bus: 253.536.4402 Mobile: 253.222.6763 E-mail: nancylemay@lemayinv.com David Lowe Madeira President & CEO America’s Automotive Trust 2702 East D Street Tacoma, WA 98421 Bus: 253.779.8490 ext. 1001 Mobile: 253.985.0058 E-mail: dlm.ceo@americasautomotivetrust.org Keith Martin Publisher Sports Car Market P.O. Box 16130 Portland, OR 97292 Bus: 503.261.0555 ext. 210 Mobile: 503.970.1070 E-mail: keith.martin@sportscarmarket.com

_____________________________________________________________________________________________ BOD Member Contact information ACM Board of Directors Page 71 of 78

BOARD OF DIRECTORS James Gary May Owner & President Hopewell Land Partners LLC P. O. Box 112 Windermere, FL 33882 Bus: 863.294.0993 Mobile: 407.617.3752 E-mail: jamesgarymay@gmail.com B. Corry McFarland President Cedar Management Company 5501 Pacific Highway East, Suite 2 Fife, WA 98424 Bus: 253.922.4902 Mobile: 253.318.7232 E-mail: corrym@cdrmgt.com Paul E. Miller President & COO America's Car Museum 2702 E. D Street Tacoma, WA 98421 Bus: 253.779-8490 Mobile: 253. 219.7285 E-mail: paul.miller@americascarmuseum.org

Manfred Scharmach CEO & President Scharmach Enterprises BMW Northwest, Northwest MINI, Seattle MINI, & Northwest Pre-Owned Center 4011 20th St East Fife, WA 98424 Bus: 253.922.9700 Mobile: 253.370.8900 E-mail: manfred@bmwnorthwest.com Bill Sterud Vice Chairman Puyallup Tribal Council Puyallup Tribe of Indians 3009 East Portland Avenue Tacoma, WA 98404 Bus: 253.573.7838 Fax: 253.680.5996 E-Mail: raultejano@hotmail.com Todd Wells General Manager - Global Marketing Operations Microsoft 2202 246th Pl NE Sammamish, WA 98074 Bus: 425.707.9809 Mobile: 425.890.6834 E-mail: toddwell@microsoft.com

Michael J. Phillips Chairman of the Board Altaira Wealth Management Geneva, Switzerland Bus: Mobile: 253.640.1835 E-mail: mjaphillips@gmail.com _____________________________________________________________________________________________ BOD Member Contact information ACM Board of Directors Page 72 of 78

BOARD OF DIRECTORS William T. Weyerhaeuser Director/Chairman Columbia Bank 1145 Broadway Plaza, Suite 1500 Tacoma, WA 98402 Bus: 253.272.8336 Mobile : 253.905.1296 E-mail: jacquigandy@pop.nwnexus.com

Jamie Will President Titus-Will Enterprises 616 Broadway Tacoma, WA 98402 Bus: 360.357.5515 Mobile: 253.381.0210 E-mail: jmwill@tituswill.com

_____________________________________________________________________________________________ BOD Member Contact information ACM Board of Directors Page 73 of 78

BOARD OF DIRECTORS Dan Beutler Hagerty 141 Rivers Edge Traverse City, MI 49684 Bus: 231.933.3760 Mobile: E-mail: dbeutler@hagerty.com

David Madeira America’s Automotive Trust 2702 East D Street Tacoma, WA 98421 Bus: 253.779.8490 ext. 1001or 253.683.3941 Mobile: 253.985.0058 E-mail: dlm.ceo@americasautomotivetrust.org

Dawn Fisher MFD Classic Motors P.O. Box 303 Leland, MI 49654 Bus: 231.947.3850 Mobile: 231.883.7007 E-mail: dawn@mfdclassicmotors.com

Jim Menneto Hemmings Publishing 222 Main Street Bennington, VT 05201 Bus: 802.447.9508 Mobile: 802.578.6801 E-mail: jmenneto@hemmings.com

Keith Flickinger Precision Motor Cars Inc. 808 North Fenwick Avenue Allentown, PA 18109 Bus: 484.239.8566 Mobile: 484.239.8566 E-mail: kflickinger@americascarmuseum.org

Paul E. Miller Americas Car Museum 2702 E. D Street Tacoma, WA 98421 Bus: 253.779.8490 Mobile: 253.219.7285 E-mail: paul.miller@americascarmuseum.org Fax: 253.779.8499

McKeel Hagerty Hagerty 141 Rivers Edge Traverse City, MI 49684 Bus: 231.933.3733 Mobile: 231.883.3773 E-mail: mckeel@hagerty.com

T. G. Mittler 830 Gonzales Road Santa Fe, NM 87501 Mobile: 505.603.7452 Home: 505.820.6014 E-mail: tgmittler@yahoo.com

Tabetha Hammer Hagerty 141 Rivers Edge Traverse City, MI Bus: 231.313.7475 Mobile: 231.313.7475 E-mail: thammer@HAGERTY.com

Mike Stowe P.O. Box 402 1345 M-75 South Boyne City, MI 49712 Bus: 231.582.9100 Mobile: 231.622.1061 E-mail: mike@rmstowe.com

_____________________________________________________________________________________________ BOD Member Contact information RPM Board of Directors Page 74 of 78

STEERING COMMITTEE MEMBERS Rod Alberts Executive Director North American International Auto Show 1900 W. Big Beaver Rd Troy, MI 48084 Bus: 248.643.0250 Mobile: 248.622.7788 E-mail: ralberts@dada.org

John J. Carlson CEO National Association of Automobile Clubs of Canada Corporation 3512 Marine Avenue Belcarra, British Columbia Canada V3H 4R8 Bus: 604.931.5948 E-mail: carlson44@shaw.ca

Thomas L. Bryant Vice President/Editor-in-Chief Emeritus Road & Track (Retired) 9098 Fletcher Bay Road NE Bainbridge Island, WA 98110 Bus: 206.780.9901 Mobile: 714. 290.9185 E-mail: RTBryant1@aol.com

Robert Falleur Owner and Collector Bob’s Toys, Rods and Restorations 5758 SE Oetkin Road Milwaukie, OR 97267 Bus: 503.653.7691 Mobile: 503.312.3292 E-mail: bobs_toys@comcast.net

Sandra Button Chairman Pebble Beach Concours d’Elegance P. O. Box 222860 Carmel, CA 93922 Bus: 831.622.1700 Mobile: E-mail: skasky@pebblebeachconcours.net

Keith Flickinger Owner Precision Motor Cars Inc. 808 North Fenwick Dr. Allentown, PA 18109 Bus: 484.239.8566 Mobile: 484.239.8566 E-mail: kflickinger@americascarmuseum.org

Gill Campbell CEO Mazda Raceway Laguna Seca P.O. Box 2078 Monterey, CA 93942 Bus: 831.242.8201 Mobile: 831.277.7020 E-mail: gillc@laguna-seca.com

Mark Gessler President Historic Vehicle Association 10508 Bridle Lane Potomac, MD 20854 Bus: 301.641.7834 Mobile: 240.401.4956 E-mail: mgessler@mac.com

STEERING COMMITTEE MEMBERS Dr. Gerald Greenfield Chief Judge Pacific NW Concours d'Elegance 3727 197th AVE CT E Lake Tapps, WA 98391 Bus: 253.862.2630 Mobile: 253.653.5060 E-mail: greenfieldwa@msn.com

Paul Ianuario Executive Director BMW Museum P.O. Box 820 Reidville, SC 29375 Bus: 864.989.6170 Mobile: 864.275.2596 E-mail: pai01@aol.com

Peter Hageman Founder Suite 200 Automobile Collection 8604 NE 110th Place Kirkland, WA 98033 Bus: 206.954.1961 Mobile: 206.954.1961 E-mail: vintagebentleys@aol.com

Rock Jenkins Agency Administration Leader State Farm 909 A Street Tacoma, WA 98402 Bus: 253.439.4215 Mobile: 425.213.2001 Email: rock.jenkins.bhvl@statefarm.com

William Hall Writer, Car collector, Classic Car Broker P.O. Box 511283 Milwaukee, WI 53203 Bus: 414.614.2270 Mobile: 414.614.2270 E-mail: williamhall@classicmotorsonline.com

Al McEwan Founder Suite 200 Automobile Collection 6744 214th Avenue NE Redmond, WA 98053 Bus: 206.999.4485 Mobile: 206.999.4485 E-mail: almcewan@msn.com

Tabetha Hammer Senior Manager-Car Culture Hagerty 141 Rivers Edge Dr. Suite 200 Traverse City, MI Bus: 231.313.7475 Mobile: 231.313.7475 E-mail: thammer@HAGERTY.com

Mark McKee Managing Partner Ace CafĂŠ North America 2324 West 127th St Leawood, Kansas 66209 Bus: Mobile: 913.486.4585 E-mail: mmckee@acecafe.com

STEERING COMMITTEE MEMBERS Glenn Mounger Former Chairman Pebble Beach Concours d'Elegance 12735 Manzanita Road NE Bainbridge Island, WA 98110 Bus: 206.842.3844 Mobile: 206.915.2277 E-mail: gm@themoungers.com Michael T. Phillips AXA-Advisors 2051 NW 64th Street Seattle, WA 98107 Bus: 253.241.1769 Mobile: 253.241.1769 E-mail: phillm33@gmail.com Candida Romanelli President Romanelli Event Services 15 Canyon Crest Court Frisco, TX 75034 Bus: 917.880.5219 Mobile: 917.880.5219 E-mail: candida@romanellieventservices.com Lyn St. James President/Founder LSJ Enterprises P.O. Box 10357 Phoenix, AZ 85064 Bus: 602.952.9243 Mobile: 602.952.9243 E-mail: lyn@lynstjames.com

Bill Warner Chairman Amelia Island Concours d’Elegance 3035 Powers Avenue, Suite 3 Jacksonville, FL 32207 Bus: 904.636.0893 Mobile: 904.631.5117 Fax: 904.636.0171 E-mail: bwarner@ameliaconcours.org John Weymer Media Relations Puyallup Tribe of Indians P.O. Box 7185 Tacoma, WA 98406 Bus: 253.405.4893 Mobile: 253.405.4893 E-mail: jweymer@tacomaweekly.com

STEERING COMMITTEE MEMBERS