October 6, 2016 Board Book

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TABLE OF CONTENTS AGENDA ............................................................................................................................................................................... 2 TREASURER’S FINANCIAL UPDATE ................................................................................................................................. 3 MEETING MINUTES FROM AUGUST 30, 2016................................................................................................................ 8 RPM BOARD INFORMATION .......................................................................................................................................... 21 2016 BOARD OF DIRECTORS ........................................................................................................................... 21 2016 BOARD GOVERNANCE............................................................................................................................ 22 2016 RPM AMBASSADORS................................................................................................................................ 23 2017 RPM BOARD MEETING CALENDAR .................................................................................................... 24 2016 GRANT-GIVING AT-A-GLANCE .......................................................................................................................... 25 STRATEGIC PLAN DRAFT ................................................................................................................................................ 28 GRANT AWARDEES’ PROGRESS REPORTS ................................................................................................................... 36 PRESTON ROSE, PCT STUDENT ..................................................................................................................... 36 RYAN BOLLINGER, PCT STUDENT ................................................................................................................ 40 MCPHERSON COLLEGE.................................................................................................................................... 44 OUT OF CYCLE GRANT FOR PENNSYLVANIA COLLEGE OF TECHNOLOGY (PCT) ............................................ 46 2017 GRANT APPLICATION DEADLINES & ANNOUNCEMENT DATES ................................................................. 50 UPDATED BY-LAWS ......................................................................................................................................................... 51 ON THE ROAD .................................................................................................................................................................. 58 BORELLI MOTORSPORTS – JUNE 8, 2016 ...................................................................................................... 58 GOING WITH YOUR HEART, ARIZONA DRIVE MAGAZINE ...................................................................... 60 BUILDING COMMUNITY AND STIMULATING THE EDUCATION PIPELINE ............................................ 62

October 2016

Table of Contents

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BOARD MEETING AGENDA Thursday, October 6, 2016 The Hershey Lodge, Hershey, PA 9:00-11:00amET 11:00-11:30amET Executive Session Meeting Room Wild Rose A

I. Chairman’s Welcome and Remarks II. Approval of August 30, 2016 Board Meeting Minutes – David Madeira III. 2016 Financial Update – Dan Beutler IV. President’s Update – Diane Fitzgerald V. Discussion: Drafted Strategic Plan 2017 – Diane Fitzgerald a. b. c. d. e. f.

Education & Industry Administrative Fundraising & Engagement Grants Marketing & Communications Events & Meetings

VI. Closing Remarks – David Madeira VII. Executive Session

October 2016

Board Meeting Agenda

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TREASURER’S FINANCIAL REPORT

RPM Foundation Financial Notes October 6, 2016

Statement of Financial Position/Balance Sheet 

Cash totaled $551,802 up from $470,120 at March 31 due to collection of pledges, receipt of donations and expense management.

Total Net Assets were $852,674 down $11,000 from March 31, 2016.

Statement of Activities/Income Statement 

On a comparable basis, revenue is up 18% in 2016 over 2015 and 10% ahead of Plan.

Total revenue was $408,262 through August 31 compared to Plan of $371,550 and 2015 revenue of 461,849. The variance from 2015 revenue is caused by a corporate donation that was recorded in full in the first quarter of 2015 rather than on a quarterly basis as it is being recorded in 2016. Had the donation been recorded on a quarterly basis in 2015, total 2015 revenue through August would have been $345,182.

Revenue growth is driven primarily by increased club donations and auction proceeds.

50% of revenue goal occurs in the last four months of the year.

Expenses are better than plan in most categories and under plan by $76,848 in total through August 31, 2016.

Printing and Reproduction and Web Site expenses are both over plan due to the name change to RPM Foundation from Hagerty Education Program.

October 2016

Treasurer’s Financial Report

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October 2016

Treasurer’s Financial Report

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October 2016

Treasurer’s Financial Report

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August 2016

Treasurer’s Financial Report

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August 2016

Treasurer’s Financial Report

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MEETING MINUTES FROM AUGUST 30, 2016

October 2016

Meeting Minutes from August 30, 2016

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October 2016

Meeting Minutes from August 30, 2016

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October 2016

Meeting Minutes from August 30, 2016

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October 2016

Meeting Minutes from August 30, 2016

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October 2016

Meeting Minutes from August 30, 2016

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October 2016

Meeting Minutes from August 30, 2016

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October 2016

Meeting Minutes from August 30, 2016

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October 2016

Meeting Minutes from August 30, 2016

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October 2016

Meeting Minutes from August 30, 2016

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October 2016

Meeting Minutes from August 30, 2016

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October 2016

Meeting Minutes from August 30, 2016

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October 2016

Meeting Minutes from August 30, 2016

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October 2016

Meeting Minutes from August 30, 2016

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2016 RPM BOARD OF DIRECTORS

Dan Beutler Hagerty 141 Rivers Edge Traverse City, MI 49684 Direct: 231.933.3760 Mobile: 231-357-2145 Email: dbeutler@hagerty.com

Paul E. Miller LeMay – America’s Car Museum 2702 East D Street Tacoma, WA 98421 Bus: 253-779-8490 ext. 1006 Mobile: 253-219-7285 E-mail: Paul.Miller@americascarmuseum.org

Dawn Fisher MFD Classic Cars 1701 Park Drive Traverse City, MI 49686 Mobile: 231.883.7007 Email: dawn@mfdclassicmotors.com

Jim Menneto Hemmings Motor News 222 Main Street Bennington, VT 05201 Bus: 802.447.9508 Mobile: 802.578-6801 Email: jmenneto@hemmings.com

Keith Flickinger Precision Motor Cars, Inc. 808 North Fenwick Avenue Allentown, PA 18109 Bus: 484.239.8566 Mobile: 484 239.8566 Email: kflickinger@americascarmuseum.org

T. G. Mittler 830 Gonzales Road Sante Fe, NM 87501 Mobile: 505.603.7452 Home: 505.820.6014 Email: tgmittler@yahoo.com

McKeel Hagerty Hagerty 141 Rivers Edge Traverse City, MI 49684 Direct: 231.933.3733 Mobile: 231.883.3773 Email: mckeel@hagerty.com

Clint Sly Hagerty 141 Rivers Edge Traverse City, MI 49684 Direct: 231.932.9932 Mobile: 727.638.1917 Email: clint@hagerty.com

David Madeira LeMay – America's Car Museum 2702 East D Street Tacoma, WA 98421 Bus: 253.779.8490 ext. 1001 Mobile: 253.985.0058 E-mail: dlm.ceo@lemaymuseum.org

Mike Stowe Great Lakes Motor Works 976 East Division Boyne City, MI 49712 and PO Box 402 Boyne City, MI 49712 Bus: 231.582.9100 Mobile: 231.622.1061 Email: mike@rmstowe.com

October 2016

2016 RPM Board of Directors

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2016 BOARD GOVERNANCE

I. Officers A. Chairman David Madeira B. Vice Chair T.G. Mittler C. Treasurer Dan Beutler D. Secretary Mike Stowe

II. Board Classes A. Class of 2016 1. McKeel Hagerty 2. David Madeira 3. Mike Stowe B. Class of 2017 1. Clint Sly 2. Keith Flickinger 3. T.G. Mittler

October 2016

2016 Board Governance

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2016 RPM AMBASSDORS

Patrick Barnes Community College Instructor, Retired ACM Volunteer Portland, OR and Indio, CA

Josh Baum Conservator, Private Collection Goleta, CA

Herb Clark Automotive Club of Sun City, Founder Sun City West, AZ

Drew Feustel NASA Astronaut Houston, TX

Ryan Levesque Restoration Carchaeologist, Kip Motor Company (First HEP Apprentice) Dallas, TX

Bud McIntire Director of Student Services at Great Lakes Restoration Shop, Retired Winston Salem, NC

Stephen Murphy Collection Manager, Private Collection

Stacy Puckett Restoration Specialist, Classic & Exotic Services, Inc. Detroit, MI

Chicago, IL Burt Richmond LeMay – America’s Car Museum Board of Director, Retired Chicago, IL

David Rising Automotive Engineer Stuttgart, Germany (Former Tacoma, WA Resident)

Lyn St. James Indy Racer Phoenix, AZ and Indianapolis, IN

October 2016

2016 RPM Ambassadors

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2017 RPM BOARD MEETING CALENDAR

SUGGESTED 2017 RPM BOARD MEETING & GRANT APPLICATION/DELIBERATIONS CALENDAR

MONTH

January

March

June

October

MEETING/ PURPOSE RPM Board Meeting & Grant Application Deliberations (Friday, December 9, 2016 Grant Application Deadline; Awardees Announcement Thursday, January 26)

LOCATION

DATE

TIME

Scottsdale, AZ

Thursday January 19, 2017

9-11amMT; 11-12pmMT Executive Session

Dial-In Call

Friday April 28, 2017

10-11:30amCT

Tacoma, WA

Friday June 2, 2017

9-11amPT; 11-12pm PT Executive Session

Hershey, PA

Thursday October 5, 2017

9-11amET; 11-12pmET Executive Session

Grant Application Deliberations

(Friday, March 24, 2017 Grant Application Deadline; Awardees Announcement Friday, May 5)

RPM Board Meeting

(No Grant Application Deliberations)

RPM Board Meeting & Grant Application Deliberations (Friday, August 25, 2017 Grant Application Deadline; Awardees Announcement Thursday, October 12)

2017 has 3 grant cycles, as has been the tradition. The 2018 Grant Application Cycle begins with deadline on Friday, December 8, 2017 with deliberations in late January 2018 in Scottsdale, AZ.

October 2016

2017 RPM Board Meeting Calendar

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2016 AT-A-GLANCE INTERNAL & CONFIDENTIAL Funding Cycles/Deliberations = 1) January 21st; 2) April 19th; 2.5) Early August, 3) August 30th

Amount Amount Purpose of Grant / Reason Funding Cycle Requested Granted for Rejecting Grant Fit

Name of Institution

State

1

De Anza College Auto Tech

CA

$10,000

$10,000

2

Freedom High School Automotive

WI

$30,000

$10,000

3

International Yacht Restoration School, School of Technology & Trade

RI

$20,000

$10,000

4

LeMay – America’ Car Museum / McPherson College

WA

$5,500

$5,500

5

Lyons Township High School

IL

$7,500

$7,500

6

McPherson College

KS

$20,000

$20,000

7

The Apprenticeshop

ME

$34,000

$10,000

8

Washtenaw Community College Foundation

MI

$50,000 / 5 Years

$10,000

9

McPherson College

KS

$40,000

$40,000

10 Pennsylvania College of Technology

PA

$10,500

$10,000

11

Gig Harbor BoatShop

WA

$16,618

$8,000

12

International Yacht Restoration School, School of Technology & Trade

RI

$20,000

$10,000

October 2016

Scholarship Funding: Five $2,000 scholarships for automotive restoration students Equipment Funding: A new cross draft paint booth Program Funding: A new student experience and addition to the school’s curriculum Gap Funding: One paid intern to work at ACM for 10 weeks during the summer of 2016 as a Collections Assistant Program Funding: Restoration of a 1929 Ford Model A Scholarship Funding: To provide scholarships to help with gapfunding during summer internships Equipment, Scholarship and Program Funding: To build a Mackinaw 28’ expedition boat ($9,000), provide scholarships to the apprentices working on the project ($22,000), and the development of a seamanship program ($3,000) Scholarship Funding: Scholarships for about ten students each year Scholarship Funding: To provide eight scholarships to students in the restoration program Gap Funding: To provide Gap Funding to four current PCT Students Equipment & Scholarship Funding: Materials and scholarships for Project #2 of their Maritime Mentorship Program Scholarship Funding: To provide four scholarships to students enrolled in IRYS School of Composites Technology

2016 Grant-Giving At-A-Glance Summary

5 Auto

1

3 Auto

1

3 Marine

1

4 Auto

1

5 Auto

1

5 Auto

1

3 Marine

1

4 Auto

1

5 Auto

2

4 Auto

2

4 Marine

2

3 Marine

2

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Amount Amount Purpose of Grant / Reason Funding Cycle Requested Granted for Rejecting Grant Fit

Name of Institution

State

13

Maine Maritime Academy

ME

$50,000

14

Sean Hunter

PA

$1,960

15 Pennsylvania College of Technology

PA

$1000

16

Chesapeake Bay Maritime Museum

MD

$20,000

17

Chris Behr (Apprentice)

PA

$6,500

18

Coastline Regional Occupation Program

CA

$7,000

19

College of Charleston

SC

$6,000

20

Great Lakes Boat Building School

MI

$15,000

21

Lake Washington Institute of Technology

WA

$25,000

22

North Central Career Center

MO

$5,000

23

Northwest School of Wooden Boatbuilding

WA

$20,000

24

Old Pueblo Trolley, Inc.

AZ

$20,000

25

Saratoga Automobile Museum

NY

$15,000

October 2016

Equipment Funding: To renovate the historic wooden schooner Bowdoin Gap Funding: Gap Funding to help with food and living cost $350 during his Internship this summer Scholarship Funding: Funding $1000 for one student enrolled in their restoration program Scholarship Funding: For a firstyear apprentice in CBMM’s $10,000 Shipwright Apprentice Program for the 2016/2017 fiscal year Gap Funding: To help with $5,000 housing, transportation and other living costs Equipment Funding: To restore $4,000 3-4 1966-1971 Honda motorcycles Scholarship Funding: Special stipend-scholarships for 20-30 $6,000 student interns enrolled in HPCP 290: American Automotive History and Documentation Scholarship Funding: To provide two 1st-Year students with $7,500 scholarships of $2,500 each, and two 2nd-Year students with scholarships of $5,000 each Equipment & Scholarship Funding: To purchase equipment and tools for the automotive lab $5,000 ($15,000) and to provide scholarships to students in their automotive courses ($10,000) Equipment Funding: To rebuild $5,000 and restore a 1965 Ford Truck from the “ground up” Scholarship Funding: To provide scholarships to students enrolled $10,000 in their one-year vocational certificate program Program Funding: To expand $10,000 their student training program that began in September 2012 Equipment Funding: To purchase parts and equipment for $5,000 their “Rebuilding A Racer” Program at the Museum $5,000

2016 Grant-Giving At-A-Glance Summary

4 Marine

2

4 Auto

2

5 Auto

2.5

5 Marine

3

5 Auto

3

5 Auto

3

5 Auto

3

5 Marine

3

4 Auto

3

4 Auto

3

5 Marine

3

5 Auto

3

4 Auto

3

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26

Name of Institution

State

Vanessa Mathurin (Intern)

PA

2016 GRANT STATISTICS Total Grants Requested 52 programs/people in 24 States Total Rejected Applications Total Grants Denied Total Grants Awarded Total Amount Awarded in 2016 ($250,000 Budgeted) Grants Awarded Per Cycle Total Grants Awarded – Cycle 1 (January) Total Grants Awarded – Cycle 2 (April) Total Grants Awarded – Cycle 2.5 (August) Total Grants Awarded – Cycle 3 (August)

Amount Amount Purpose of Grant / Reason Funding Cycle Requested Granted for Rejecting Grant Fit $2,000

Gap Funding: To help with housing, transportation and other living costs

5 Auto

3

55 Applications 24 Applications 5 Applications 26 Awardees $226,850

$83,000 $73,350 $1,000 $69,500

Awards by Category

Total

Total Awarded for Scholarships Total Awarded for Programs Total Awarded for Internships Total Awarded for Apprenticeships Total Awarded for Equipment

14 3 3 1 5

Awards by Vehicle-Type Total Grants Awarded – Auto (69%) Total Grants Awarded – Marine (31%)

$2,000

# Impacted 54 208 6 2 312

$156,350 $70,500

Number of People Impact = 582 * Number of States = 24 West Coast: 3 Midwest: 11 Northeast: 8 Southeast: 2 * An additional 350 students and teachers were impacted by RPM in 2016 by being hosted as various car events around the United States.

October 2016

2016 Grant-Giving At-A-Glance Summary

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STRATEGIC PLAN DRAFT 2017 RPM FOUNDATION PRIORITIES & GOALS 2016 OVERVIEW While “raising money to give it away” was an excellent slogan to begin 2016, it became clear quickly that the Hagerty Education Program at America’s Car Museum (HEP) did much, much more throughout the year by providing services, sharing resources and awarding grants. Localizing continued to be habitual and systematic as we cultivated relationships with students, schools and shops (program) as well as clubs, collectors and industry (fundraising). Developing a “market message” and proving “market relevance” were key to our credibility with key constituents – donors, students/parents, schools and shops, while providing a critical look at many aspects of the industry. Awareness about the stability of micro-businesses and the shortage of high school-level instructors turned our thinking to the practical matters than impact longevity and the feasibility of this niche-niche market. Finding those passionate students who will be our next generation of craftsmen and artisans has been easier than expected and resulted in identifying many more students than anticipated. Studying RPM’s notion of the automotive restoration educational pipeline-to-shop-readiness reminded us that hundreds of hours of under-the-hood learning gained informally in garages across the United States in the 1940s-1950s-1960s are forever lost, making it urgently important to understand real hours spent studying restoration and the impact of that on shop-readiness. The expectations for shop-readiness by shop owners and the general lack of preparedness of students cause RPM to continue looking for impactful alternatives for educational programs, such as “junior year abroad”-style in-shop, credit-earning internships. Aspects of our program, fundraising and operations became turn-key, enabling us to work effectively and efficiently with outreach and reporting. RPM has two employees – one in Tacoma and one in Chicago. The deployment of many of RPM’s 10 volunteer ambassadors and one celebrity ambassador with our turn-key approach – hosted guided tours of grant awardees and future grant awardees with collector/shop “guest speakers”, program book ads, panel participation – enabled HEP/RPM to have a dynamic presence in 9 Concours around the United States plus 26 other, smaller car events. Tracking methods for grant activity and fundraising appeals were improved and became systematic with the support of four administrative volunteers. Post-event, follow-up, “ask” emails were introduced in early 2016 with great results – and became habitual throughout the year, impacting individual donations. Tracking fundraising efforts and results enabled us to analyze our efforts against the “science of fundraising” – selling cycles and number of significant touches for major donors, as an example. Engaging with entities outside of the Collector Car Industry – including SEMA and the Collision Repair Education Foundation (CREF), an offshoot of I-CAR – enabled RPM to be recognized as a relevant market force. Member corporations as possible funding sources is being explored as well as leveraging the established events and programs of CREF across the United States to access “high school car lovers”. October 2016

Drafted 2017 Strategic Plan

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In 2016 and with the help of Board Members, staff, volunteers, donors and friends, HEP/RPM accomplished many things. Some notable milestones include:

EXPECTATIONS Exceeding our targeted 350-450 students touched by HEP/RPM by reaching 725 18-25 year olds; surpassing support from individuals, reached by engaging meaningfully with national and regional car clubs – presenting at meetings, receiving donations, placing ads, providing content for publications, participating in events – and 6 appeals, to date (9-15-16).

GREAT EXPOSURE Speaking engagements beginning in January and throughout the year paved the road for extensive exposure, media coverage and donations. HEP/RPM presented to more than 5,500 people in 2016 in both the Collector Car Industry and the Automotive Industry (OEMs and aftermarket). At many engagements, HEP/RPM provided a Program Book with a market message, working definitions, schools and their costs and remittance forms for participants to make donations.

BIG REACH Travel Data: 79,000 miles in 18 States, 9 Concours, 28 Car Events o Deepening relationships in our key “auto hot spots” – Arizona, Florida, Illinois, Kansas & Missouri, Michigan, Pennsylvania and Upstate New York – with community building, student-hosting, grant applicants outreach, donor solicitation. o Initiating relationships with other auto hot spots – Northern California, Indiana, Maryland, New Jersey, Tennessee, Washington State – exploring those same possibilities.

STRONG TEAM Deploying 10 volunteer ambassadors and 1 celebrity ambassador representing HEP/RPM between April-November – and identifying potential major donors, many not on any previous list or database; cultivating 4 administrative volunteers to relieve some of the administrative burden of HEP/RPM’s two employees.

MARKET MESSAGE Hobby vs. Industry – With the input of industry experts, use of available data and initiating our own data collecting, HEP/RPM steered the conversation towards industry and provided a point of view about career feasibility. Along-the-way, other industries suffering from the same “next generation worker” problems were discovered, including construction, retail sales, offset printing and boating. While the Collector Car Industry was the main part of our research, education got some attention, too, with a look at for-profit automotive technology schools and their demise coming from overstated job opportunities and income potential.

Some education/industry observations and awarenesses of 2016 leading to questions to close the year included: 1) The size of most restorations shops is considered a micro-business, smaller than a small business – Does this make them at-risk with a high probability of closing/failing with market changes or closing due to no succession planning?

October 2016

Drafted 2017 Strategic Plan

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2) Cultural shift/revolution – Lost hours of hands-on work outside of formal education. How do we replace those hours? One-on-one learning vs. group learning with underpaid instructors? 3) The cost of American post-secondary education – Can the next generation of craftsmen & artisans bypass any post-secondary education because their vocational school offered automotive restoration curriculum, at no cost to the student? 4) Teachers – There is a shortage of instructors caused by meager hourly wages, no benefits, required formal schooling for certification, no “life credit” for work experience in some States (adult learners = competency-based degrees). How do we fill the need for skilled, knowledgeable instructors? 5) The high cost of auto tech programs – Some high schools want to shed the high-cost of insuring shop classes, even when there is no capital cost for the program and enrollment is reasonably high. How do we work around that? 6) As the Collector Car Industry becomes more organized, will it be faced with government regulations? Absent the answers to these questions and as RPM evolves, I expect that the mission will expand to serve beyond only restoration and preservation educational programming to include all elements of the Collector Car Industry – restoration, preservation, collecting, buying/selling, publishing – and service providers to the industry – event planning, marketing & communications, financial services, career planning services, staffing/job placement services. It can be imagined that, over the next 3 years and by 2020, RPM would be at the center of thinking about the entire industry, establishing itself as an economic engine with additional not-for-profit spin-offs, such as an industry association for restoration shops; organizing the restoration & preservation educational programs into a network; inspiring for-profit startups, such as staff recruiting firms with an expertise in headhunting for restoration shops; and, being a conduit between schools + shops. RPM has already established itself as a thought leader, three years earlier than expected. RPM FOUNDATION

RPM Foundation is a services-providing, resource sharing, grant-giving organization that accelerates the growth in the next generation of automotive Restoration and Preservation craftsmen through formal training and Mentorship. Founded through the vision of Hagerty in 2005, RPM Foundation is the educational arm of America’s Automotive Trust. Together, these organizations work to secure and preserve America’s automotive heritage. RPM’s MISSION

RPM Foundation’s mission is to cultivate a new generation of craftsmen skilled in the art of automotive and marine restoration and preservation; to promote the importance of the skilled trades and the many career opportunities within the industry; to create a passageway between young people who have an interest in vehicles and industry leaders to ensure critical skills for restoration and preservation are not lost; and to work to secure and preserve automotive heritage and culture. RPM’s VISION October 2016

Drafted 2017 Strategic Plan

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Our vision has three parts 1) YOUNG PEOPLE – that every passionate, young car enthusiast in the United States and Canada who loves everything about collector cars learns that there are viable, varied career opportunities in North America focused on the collector car industry, including restoration, by way of exceptional high school and post-secondary educational programs, and they are able to take advantage of them; 2) OLD CARS – that the craftsmanship, skills, knowledge, tools, processes and techniques survive and thrive for generations to come by filling the educational pipeline with the next generation of craftsmen and women, the stewards protecting and enjoying our automotive heritage; and 3) IMPACT – that the collector car industry, including schools, is organized and centralized through RPM, providing information, services and a strong network critical to industry development and growth.

October 2016

Drafted 2017 Strategic Plan

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2017 STRATEGIC PRIORITIES SUMMARY

1. Fundraising & Engagement: Blended focus on major & minor donors and moving donors to give to the big picture 2. Education & Industry: Study restoration curricula to determine real value; research the Collector Car Industry and track “market movement”; support instructors; penetrate the Automotive Industry, going beyond the Collector Car Industry 3. Grants: Continue to recruit strong grant candidates; revisit RPM’s “Funding Philosophy” and number of students impacted; distinguish funded-students from hosted-students 4. Marketing & Communications: Take lead as industry influencer and creator of marketrelevant programs, continue with “pen pal” approach with constituent relationships; track speaking engagements – audience size, media coverage, donations; honor teachers and craftsmen for exceptional achievements 5. Events & Meetings: Lead the conversation and participate in the conversation as guest or featured speakers/panelists; new topic: ______________________; collaborate 6. Administrative: Grow paid staff and volunteer corps while planning for succession 7. 2017 Industry Concentration: Hot Rods and Custom Builds, and continuing with Collector Cars-Motorcycles-Boats, Historic Racing and Performance. 2017 STRATEGIC PRIORITIES & TACTICS 1. Fundraising & Engagement: The “big picture” year, building off of “localizing” to attract major donors a. Year-round efforts – proposals and appeals, perpetually b. Major Donors – Reset goals to the reality (crowded marketplace with a lot of market movement and a limited number of major donor potential) for individual and organizational giving, from $220,000 in 2015 to $350,000 in 2017 with the same tactics of Board expansion and donor expansion c. Minor Donors – Continue to leverage the strong and extensive outreach in 2016 to build a larger minor donor base – including RPM Alumni and their families (Young Professional Network = RPM’s YPN; junior board-style engagement) d. Donor Hot Spots – Localize and connect with current Founders at least quarterly – visiting them in their home cities, meeting at car events, inviting them to RPM’s high-level events/meetings. e. Identify new sources of revenue – Fee-based services and shared resources i. “Consulting Services” – formalize RPM’s offerings of services provided (organizing, writing, career planning, grant writing, recruiting & enrollment in auto tech programs, budget development) and shared resources (communications support, event support, back-office tools, turnkey documents, not-re-inventing-the-wheel documents) f. Create membership or association-style offering for restoration shops paying a membership fee for member benefits, including providing back-office document templates, vetting talent prospects for apprentices/employee ($2,500/year) g. Grant writing for unrestricted funding through corporate foundations, working with ACM’s grant writer. h. Bring back California and Texas. 2.

October 2016

Education & Industry: Research restoration education and the industry to understand the big picture over the long term Drafted 2017 Strategic Plan

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a. Study restoration curricula to determine value ($29,000/year x 2-4 years = $116,000 vs. 2 years in a shop); consider “junior year abroad” approach to adding shop time to post-secondary programs (6-12 months internships, renewable and earning school credit while being paid); consider by-passing educational system for 100% hands-on Apprenticeship Program for high school students through RPM b. Research the Collector Car Industry – restoration shops and employment in them, alumni career paths and earning realities; study how RPM funding impacts the industry; research what is funded in restoration education – expansion, salaries, programs/ equipment, scholarships – and where there are needs-gaps; identify established-growing-potential automotive hot spots c. Support high school and post-secondary instructors with committed volunteer corps d. Penetrate the Automotive Aftermarket Industry to determine and understand sales to restoration shops and collaborate, access best practices and students e. Shape high school automotive restoration curriculum – curriculum research, advisory committee participation f. Begin cultivating a relationship with the American School Counselor Association (ASCA) – CREF introduction, July 2017 conference in Denver, CO; learn how career possibly trickle down/up to students/parents and piggyback with ASCA/CREF efforts 3.

Grants: Determine RPM’s supporting role as grant awardees successfully expand their programs a. Revisit “Funding Philosophy” restrictions on supporting salaries and new programs; consider that as programs we have funded expand, we may have obligations to their continued success and growth b. Continue identifying and recruiting strong grant candidates , funding fit 5s c. Maintain budgeted grant awards at $225,000 in 2017 d. Understand impact of RPM grants through grant fulfillment tracking and documentation; study how RPM funding impacts the industry e. Bring grant awardees/cycle together for an orientation program, including using KoolProjects website to project progress-reporting f. Mentor Strategy – Through RPM’s grant support services, spend extra time reviewing drafted applications of the instructors without grant-writers and the students with limited writing experience; determine monetary value of providing these services g. Application – Revamp application and materials requested, which are programfocused; develop application for individuals for internships and apprenticeships. h. Tools & Uniforms – funding these hard goods to extend RPM’s reach to more individual students

4.

Marketing & Communications: a. Speaking Engagements: Source panels/seminars/moderators in the industry at car events around the United States (Concours panels/seminars, conference moderators); establish RPM as market & thought leader and influencer for this industry. b. AUTObiographies – continuing collecting from hosted-students as part of “registration form”; begin collecting from RPM grant awardees and alumni

October 2016

Drafted 2017 Strategic Plan

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c. Explore hiring research intern to conduct research of restoration industry with job/earnings potential and conceptualization of accreditation for restoration shops and related processes, ++ d. Messaging – What we do: Finding & Funding; Building Community and Stimulating the Educational Pipeline; shared common belief that it is our responsibility to educate the next generation of stewards – protecting our American automotive heritage; your hands-on advocates in the “field” – we’ll make it happen; “We’re raising $1,000,000 in 2016 to meet the needs of educating the next generation of restoration craftsmen and women, and we need your support”; Mentor-Motivation-Direction-Support – what we give the next generation; Business is a team sport; Endless opportunity – determination and vision – impact and influence. e. RPM Newsletter UNDER THE HOOD – published as staff is able; additional administrative volunteers could handle 3-4 issues/year f. Direct Mail Campaigns – Produce 12 Monthly Appeals with these separate targets and coordinated with ACM: g. Concours d’Elegance – Program Book advertisements only; no gift bag collaterals h. Auctions – Program Book advertisements (NEW) i. Car Club Newsletter-Ad Strategy – Contributing editorial content to the print/online newsletters/magazine and placing ½-page or full-page ads j. Awards of Excellence Strategy – 6 awards for teacher, student, shop, club, corporation presented at TBD. k. RPM Website Initiative – Search capability developed; historic information and materials added l. Video clips by/from grant awardees used for social media and fundraising events and on KoolProjects. m. Get and stay close with RPM’s Constituents – all donors/targets, thought leaders, Hagerty field staff, Hagerty policyholders, guidance counselors, schools, teachers, students, graduates, parents, ambassadors, shops, clubs, collectors, racers, car/boat event organizers and corporations – through conversations and collaborations 5.

October 2016

Events & Meetings: a. Building Community: Marine Restoration Grant Awardees Dial-In Summit Meeting; Automotive Restoration Grant Awardees Dial-In Summit Meeting; b. Engage with school participants of The Great Race, especially Dysart High School, El Mirage, AZ c. RPM-produced Events i. Panel Discussions (“Young People & Old Cars: The Future of Restoration”)(complimentary) ii. RPM Summit Meeting – Dallas, TX + _________, CA; Audience – All Constituents invited (registration fee) iii. HEPpy Hours (keep name) – 2-hour cocktail receptions co-hosted with a local RPM supporter to inform and seek support; Audience – Mix of constituents (complimentary) iv. Major Donors: Impact Dinners (complimentary) Drafted 2017 Strategic Plan

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d. 3 ACM Signature Events – Presence and Promotions: The Gala, The Meet, Summer Ender Fender Bender e. ACM Promotional Event – The Drive Home, Indianapolis, IN - TBD 6.

Administrative: Plan for the future with talent pool management a. Add 2 staff (1 FT Chicago EA/1 FT/June anywhere Manager), 3 volunteer ambassadors (Washington State, Northern California, New England), 1 paid celebrity ambassador (anywhere) b. Resources & Relationships Strategy – Develop a Volunteer Corps to support auto tech instructors who receive RPM grants; update and publish Board ByLaws and Board Resource Book; add 2-3 more administrative volunteers in Chicago and Tacoma; write an Ambassador’s Guide Book (identifying donors, photos, exchanging cards); write a Succession Plan (staffing requirements, procedures/processes manual, systems, concepts/approaches; e.g. – Concours Approach – no static display, hosting, guided tours, standup seminars) c. Infrastructure Enhancement – Continue to build research and better, simpler, shorter reporting methods/tools.

7.

2017 Industry Concentration: Expanding focus to include Hot Rods and Custom Builds, and continuing with Collector Cars-Motorcycles-Boats, Historic Racing and Performance a. Delicately balance the sometimes culturally-conflicting worlds of classic cars with newer vintage cars and the cars that attract the next generation

October 2016

Drafted 2017 Strategic Plan

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GRANT AWARDEES’ PROGRESS REPORTS PRESTON ROSE, PENNSYLVANIA COLLEGE OF TECHNOLOGY STUDENT

INTERNSHIP EVALUATION FORM Name of Apprentice/Intern: Preston Rose

Today’s Date: 8/6/16

Supervisor Name(s): Chris Ritter, Rick Hoover, West Peterson Shop or Organization: Antique Automobile Club of America, Rick Hoover restorations. Apprenticeship/Internship Dates: May 20 - August 6, 2016 Amount Funded: $2500 summer 2016

Use of Funds: Gap funds for

Description of Apprenticeship/Internship: Please tell us about your job, the shop, your colleagues, shop customers, the projects you worked on, lessons learned, ah-ha moments, your favorite “internship story”, hobby activities you experienced, etc. We want to hear it all! Please include 5-10 photos with captions. My internship this summer was somewhat unconventional in the sense that I worked at three different places, although I was able to accomplish a lot. The first 5 weeks of the summer, I worked at the Antique Automobile Club of America (AACA) Library under Chris Ritter in Hershey, PA. There, I primarily worked with another Penn College Restoration student to catalog a massive literature collection from the first official NASCAR photographer. I also had the opportunity to work with the “Kinograph,” a movie film digitizing device built by library employees and volunteers. It is used to make digital copies of 8mm and 16mm movies. I split my time somewhat evenly between the library and Rick Hoover Restorations, where I performed bodywork and paint preparation on a 1955 Chevrolet Bookmobile owned by the library. The shop is somewhat small with few employees, so the extra help on the bookmobile was much appreciated On one occasion, Roger Irland, an AACA national director came to help out at the library about a week before the Elegance. I invited him to come see the bookmobile, and he ended up staying to work on it with me for a day. I was able to attend the AACA Grand National meet at Penn College and photographed two feature cars for the AACA magazine. During my time in Hershey, I also had the opportunity to attend and photograph the Hershey Hillclimb and Elegance. While in Hershey, I lived in an inexpensive motel. After working at the library, I drove to Columbus, Ohio to stay with family. I was unsure of when Mr. Peterson would be able to work with me, so some time was spent waiting until Mr. Peterson was ready for me. During this time, I was able to attend some car shows, including the Arthritis Foundation car show in Dublin, Ohio. I was able to meet with a customer of my father’s and had the opportunity to drive a 1941 Buick on a tour around the counties west of Columbus as well as attending the show. I recently went to Allentown, PA for the 50th annual Buick National October 2016

Preston Rose – Pennsylvania College of Technology Student

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meet at the NB Center. The day after the show, I got to help out at a photoshoot of the 1938 Buick Y-Job. Upon returning to Ohio, Mr. Peterson and I have been putting together the September/October issue of Antique Automobile magazine. We have assembled several feature articles, some including the photographs I have taken for the magazine since last fall. I am now about to go spend about a week at home in Virginia, and prepare for my third semester at Pennsylvania College of Technology.

The Kinograph at the AACA Library

Helping Chris Ritter assemble brakes on his 1937 Buick at home.

The AACA Bookmobile chassis and box at Rick Hoover Restorations.

October 2016

Preston Rose – Pennsylvania College of Technology Student

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The AACA Bookmobile cab during paint preparation.

me sand.

AACA National Director Roger Irland comes to the shop and helps

AACA Bookmobile hood after priming.

October 2016

Preston Rose – Pennsylvania College of Technology Student

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Penn College Restoration students and alumni receive an award for Pat Swigart’s 1939 Buick that was worked on by the restoration classes, during the Buick National Meet. Did the apprenticeship/internship meet your expectations? I was not expecting to do what I did this summer, as I had prior internship plans for the summer that ended up falling through. I was able to find an arrangement that allowed me to work at these places during the summer. In the end, it was better than I had originally planned. What are the key learning opportunities for you from this apprenticeship/internship? What could make it better? I learned more about how the Library operates, as well as how it is a useful resource to AACA members. I also got experience in another shop, and I got to learn about magazine editing. I would have liked to not have idle time between working in Hershey and Working in Ohio, although it was unforeseen by everyone involved. Please submit this completed Evaluation Form within 2 weeks of the completion of your internship. For questions, please contact us. Phone: 1-855-537-4579 email: info@hagertyeducationprogram.org.

October 2016

Preston Rose – Pennsylvania College of Technology Student

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RYAN BOLLINGER, PENNSYLVANIA COLLEGE OF TECHNOLOGY STUDENT

APPRENTICESHIP or INTERNSHIP EVALUATION FORM Name of Apprentice/Intern: Ryan Bollinger 8/05/16

Today’s Date:

Supervisor Name(s): Chris Ritter Shop or Organization: AACA Library and Research Center Apprenticeship/Internship Dates: May- August, 2016 Amount Funded: $2,500 Use of Funds: Food, Gas, Living expenses, Travel to industry events due to opportunities presented during the internship (ie: Barrett- Jackson Auction, Elegance at Hershey, etc.) Description of Apprenticeship/Internship: Working at the AACA Library and Research Center has given me so many opportunities to do different things in the automotive world that I never thought I would do. Initially going into the internship up until the very end, my main project was working on sorting the thousands of artifacts that were once part of the Don O’Riley collection. Picking out duplicates of artifacts; photographing and documenting artifacts for appraisal and cataloging; and sorting magazines and articles by month, date, and year were some of the many things I had to do with just that collection alone. Another project I worked on was doing research requests a couple times a week that were sent in by people searching for information about a specific car, part, or feature to aid them in a project they were doing. Anything from White truck dimensions to what type of carpet material and color was in a mercury sedan, I research a very broad band of vehicles for people all over. Also when there wasn’t anything planned for me for a day, I would scan various automotive advertisements to be put digitally into the libraries system. Another thing I got to do was help out with the Hershey Elegance. Since the library and the AACA headquarters are in the same building, I was asked on multiple occasions to help with preparations weeks before the event. I taped photos of every car to their description stands so it was easier for the volunteers to park each car and give the right car its description. I helped one day for about an hour setting hay bales for the Hershey Hill Climb at a spot on the trail where it was very muddy so people didn’t hurt themselves. That day we also took down a tree branch again so no one would get injured in case it fell. Once the event actually started that weekend, I volunteered at the hill climb and sold tickets to oncoming spectators. I also participated in the Concorso Bizzaro by entering my 1988 Ford Ranger to help the cause. There, I won the “Better than a 30 year old truck should look” award. I attended the Finest Auctions that Saturday with Mr. Mark Hyman and assisted him in evaluating the condition and price of the cars offered for sale. On Sunday I helped represent a October 2016

Ryan Bollinger – Pennsylvania College of Technology Student

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Duesenberg from the Sweigart Automotive Museum that another student and I detailed while it was at the program. I also spent time with Jeff Orwig and Mark Hyman at the show with their two cars. Another show I helped out at and got to attend was the AACA Grand National that was hosted on our campus at Pennsylvania College of Technology. There I helped gives tours of our shop on the Saturday of the show and helped load, unloaded, and detail a car Jeff Orwig was showing. Shortly after the Elegance, I had the opportunity to go to the Barrette- Jackson auction in Connecticut with a good friend of mine. There I helped my friend look over and evaluate the cars he was interested in buying. After purchasing one of the cars I came to find out we were on tv for it. While I was there I got the pleasure to meet Craig Jackson, the CEO of the auction house, at the gala party before the first day of the auction. He had talked to me about how he and his son work on car together and he proceeded to show me photos, which was pretty awesome to be able to talk to him about that kind of stuff. I also got to hang out with Wayne Carini at the auction and got a tour of his shop, F-40 Motor Sports. During my last few weeks at the library I helped out with tours of the library from the Buick Heritage Alliance. Since they were in Allentown for the 50th anniversary show, one of the things people could do was go to the AACA library and the museum for tours. Three days of the Buick national’s week we gave tours. It was very interesting meeting new people from around the world and hearing their stories. I also was a part of the libraries promotional videos for the yard sale and the library in general that they do. That was pretty fun and interesting to say the least. I can’t thank everyone at the AACA Library and research center enough for the knowledge and opportunity they have given me!

Mr. Craig Jackson and I at the opening gala before the auction.

October 2016

My 1988 Ford Ranger with the trophy it won at the Concorso Bizzaro.

Ryan Bollinger – Pennsylvania College of Technology Student

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Me in front of my buddy Mark Hyman’s 1938 Peugeot Darl ‘Mat 402 roadster at the Hershey Elegance

Us unloading the 1934 Duesenberg SJ Torpedo Convertible Victoria by Rollston onto the stage for the awards ceremony at the AACA grand Nationals.

Some of the sorted boxes from the Don Oriley collection…..

…..and some more…

….and all the magazines from his collection…

…. And the display case we created showing a little bit of everything from the collection.

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Here are two links to the videos I was in. Sadly the one isn’t put out to the public yet so I can’t provide that one: https://www.youtube.com/watch?v=bLBOAz39lYc https://www.youtube.com/watch?v=uG6M6aXh6NQ Did the apprenticeship/internship meet your expectations? The internship met and in many aspects exceeded my expectations. At the onset I was not clear on the overall importance of the libraries overall mission and relevance to the antique automotive world. I now have a much clearer and greater appreciation for the libraries worth as I clearly understand the importance of research and documentation as it relates to automotive history and the restoration and preservation of automobiles. What are the key learning opportunities for you from this apprenticeship/internship? What could make it better? The internship taught me more than I expected. Some aspects I went in knowing I would learn more about and some were completely new to me. I learned the importance of documentation for automobiles and its importance in preserving it. I learned how keeping those documents organized and on file is key to its preservation and easier on the librarian and public viewers to seek and uses the information at hand on their specific vehicle. One thing I learn that I would have never expected is that either donating your collection or loaning it to a museum or library is very beneficial to the automotive world because you could have something that someone else needs to complete a restoration or to create a portfolio for their specific automobile. So donating or loaning your artifacts could help someone greatly. Please submit this completed Evaluation Form within 2 weeks of the completion of your internship. For questions, please contact us. Phone: 1-855-537-4579 email: info@hagertyeducationprogram.org.

October 2016

Ryan Bollinger – Pennsylvania College of Technology Student

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McPHERSON COLLEGE PROGRESS REPORT

HAGERTY EDUCATION PROGRAM EVALUATION FORM Complete in detail and use additional sheets if necessary. Please include 5-10 photos with captions as well as any related testimonials or media coverage. 1. Date April 8, 2016 2. Name of Reporting Organization McPherson College 3. Name of Person completing evaluation Amanda Gutierrez, Vice President for Automotive Restoration 4. Project Funded Scholarship support for students studying historic automotive restoration 5. Stated Objective of Project To provide eight $2,500 scholarships to qualified students who are serious about a career in automotive restoration 6. Describe the overall impact of the funded project/program on your organization’s mission and for the long term interest of the collector car and/or boat community. The mission of the college includes a focus on recruiting and supporting students who are serious about learning and growing in their craft. The cost of higher education continues to climb and scholarship support eases the significant burden of student debt. Additionally, these young men and women go on to work in shops, museums and other automotive related areas of the industry, furthering the cause of restoring and preserving our rolling examples of history and art. 7. Describe who your program/project served including total number of participants, age and gender. The scholarships were selected from a pool of applicants. All 150 auto restoration students had the opportunity to apply, based on criteria that included a minimum 3.0 GPA, their performance in the classroom and lab, their intent to work in the field and a statement they wrote with the application. Eight students were selected ranging in age from 19-22. All were males. (We have about 5% females in the program. Not all of them chose to apply.) 8. Please describe the value of the project/program including any significant accomplishments, success stories, knowledge gained and/or lessons learned. See attached. 9. Did the project/program meet your desired objective: Yes __X__ No _____ If not, why not? 10. How were the funds allocated? Were the funds adequate? It seems there are never enough funds to help our students with their financial need. It is a constant pursuit to raise funds to provide aid. However, we are very appreciative that HEP fulfilled our entire grant request. 11. What are the key learning opportunities for your organization from this program? What could make it better?

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We are very pleased with the relationship we have with HEP and appreciate the communication and support we receive from the staff. This annual process re-enforces the importance for us to continue to tell the story of our students, their educational experiences and what they do when they graduate. Additional Comments: As the grant cycle has been gently modified, we will need to assess our application timeline. We typically make faculty selection for HEP scholarships in very early March when we also want to process student applications for internship gap funding so they can make plans for the summer. Presenting two grant requests in one cycle seems excessive. I will work with the HEP staff to gain the best advice about how to move forward in coming years. Thank you, your feedback is very helpful to us as we report to donors and work for continuous improvement. For questions, please contact us: Phone: 1-855-537-4579 Email: info@hepacm.org

October 2016

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OUT-OF-CYCLE GRANT AWARD – PENNSYLVANIA COLLEGE OF TECHNOLOGY Email exchange Between Diane, David, and Dan to approve this out-of-cycle grant From: Diane Fitzgerald Sent: Wednesday, August 03, 2016 10:38 AM To: 'Dan Beutler' <dbeutler@HAGERTY.com>; David Madeira (dlm.ceo@americascarmuseum.org) <dlm.ceo@americascarmuseum.org> Cc: 'Pam Dudley (pam@hepacm.org)' <pam@hepacm.org> Subject: RPM FOUNDATION Contribution & Pennsylvania College of Technology

Hi, David and Dan. There is a situation happening at Pennsylvania College of Technology with Anthony DiLiberto, a young man we’ve been tracking since 2014’s New York Times story about him, that Burt & I would like to help solve, in a particular way, and I wondered if my idea below will work? Anthony is one of the three young men who joined me in April at PCT and just got accepted to Penn College’s restoration program. There’s a back story for another day. Anthony’s timing was bad and he missed out on any scholarships offered by PCT. Contrast that with Kevin Kyle, who also joined me with his parents in April and who won 2 scholarships! I’ve spent time with the Development Team at PCT and they have Anthony on a watch list for funds as they become available. Add to this Anthony’s dad was just laid off his job at BMW North America, something they’ve anticipated since April. Burt & I would like to contribute $1,000 to RPM to be given to PCT immediately so they can award Anthony from their restoration scholarship funds. Our gift would be anonymous so Anthony and his family would not know where the funding came from. I could make the donation directly to PCT, of course, but prefer going through RPM. Can I do this, and not need to convene the Board for approval or would we have to have an email approval for this out-of-sequence donation? I prefer going through RPM so I can get credit for it. Thanks. Diane. Diane Fitzgerald October 2016

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President RPM Foundation Restoration. Preservation. Mentorship. Cell: 312-543-5732 Fax: 312-951-7313 diane@rpm.foundation www.rpm.foundation From: David Madeira [mailto:DLM.CEO@AmericasAutomotiveTrust.org] Sent: Wednesday, August 03, 2016 1:45 PM To: Diane Fitzgerald <diane@rpm.foundation>; Dan Beutler <dbeutler@HAGERTY.com> Cc: Pam Dudley <pam@rpm.foundation> Subject: RE: RPM FOUNDATION Contribution & Pennsylvania College of Technology

Diane—make the gift to RPM for a student scholarship for PCT. We will send to PCT. IF you want a tax deduction you cannot ‘pick’ the student or it’s considered by IRS a gift to a person not to the school. So, send it to us for a 2016 scholarship for PCT. You will get receipt for us. We will suggest to PCT that they give to Kevin, leaving them discretion to choose another student. Then you have no deduction issue. Obviously if PCT is smart they’ll honor our wishes. David From: Dan Beutler [mailto:dbeutler@HAGERTY.com] Sent: Wednesday, August 03, 2016 5:32 PM To: David Madeira <DLM.CEO@AmericasAutomotiveTrust.org>; Diane Fitzgerald <diane@rpm.foundation> Cc: Pam Dudley <pam@rpm.foundation> Subject: RE: RPM FOUNDATION Contribution & Pennsylvania College of Technology I agree on the money flow. We should probably have the board approve this as I don’t think we have anything in place that says that we can give a grant without board approval even if it is donor restricted and management is carrying out the restriction. This may be something to think about for the future though. Daniel J. Beutler, CPA >> Vice President of Accounting & Controller >> Hagerty P: +1.231-933-3760 F: +1.231-922-8860 E: dbeutler@hagerty.com WWW.HAGERTY.COM | 141 RIVER'S EDGE DR., SUITE 200, TRAVERSE CITY, MI 49684

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On Aug 3, 2016, at 7:32 PM, David Madeira <DLM.CEO@AmericasAutomotiveTrust.org<mailto:DLM.CEO@americasautomotivetrust.org>> wrote: Dan—given the student’s need for funding soon and the fact that the board is hard to get together quickly—I think we can give the donor directed gift. I do agree Diane should put it on the board agenda for the October meeting to obtain board approval for this type of gift as a matter of policy. Ok? From: Dan Beutler [mailto:dbeutler@HAGERTY.com] Sent: Wednesday, August 03, 2016 4:35 PM To: David Madeira Cc: Diane Fitzgerald; Pam Dudley Subject: Re: RPM FOUNDATION Contribution & Pennsylvania College of Technology Sounds good to me. Daniel J. Beutler, CPA >> Vice President of Accounting & Controller >> Hagerty P: +1.231-933-3760 F: +1.231-922-8860 E: dbeutler@hagerty.com WWW.HAGERTY.COM | 141 RIVER'S EDGE DR., SUITE 200, TRAVERSE CITY, MI 49684

From: Diane Fitzgerald Sent: Wednesday, August 03, 2016 4:54 PM To: Dan Beutler; David Madeira Cc: Pam Dudley Subject: RE: RPM FOUNDATION Contribution & Pennsylvania College of Technology Thanks, David and Dan. I'll send a check in tonight's mail but I will have Pam create a check request for $1,000 for Sandy and Accounting so we can get/keep the balls rolling, okay? David - I appreciate your sensing the timing issues and getting this through our pipeline quickly! Diane Fitzgerald President RPM Foundation Restoration. Preservation. Mentorship. Cell: 312-543-5732 Fax: 312-951-7313 diane@rpm.foundation www.rpm.foundation

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October 2016

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2017 GRANT APPLICATION DEADLINES & ANNOUNCEMENT DATES

2017

Digital Deadline**

Announcement Date

December 9, 2016

January 26, 2017

March 24, 2017

May 5, 2017

August 25, 2017

October 12, 2017

**In addition to a digital copy, applicants are asked to submit a hardcopy application, for document-quality purpose.

October 2016

2017 Grant Application Deadlines & Announcement Dates

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UPDATED BY-LAWS AMENDED AND RESTATED BYLAWS OF RPM Foundation DATED April 19, 2016 ARTICLE I Statement of Purposes Section 1. General Purposes. RPM Foundation (“Corporation”) is established for the purposes set forth in the Articles of Incorporation. Section 2. Objectives. This Corporation is organized exclusively for the benefit of, to perform the functions of, or to carry out the purposes of LeMay – America’s Car Museum (“Supported Organization”), a nonprofit, charitable and educational organization that is described under Section 509(a)(1) of the Internal Revenue Code of 1986, as amended, or corresponding section of any future federal tax code (the “Code”). The Corporation shall not engage in activities that are not in furtherance of its purposes and shall not support any organization other than the Supported Organization. For this purpose, support of the Supported Organization shall include making payments to or for the use of, or providing services or facilities for, individual members of the charitable class benefited by the Supported Organization. Section 3. Legal Structure. This Corporation is established as a Michigan nonprofit directorship corporation. It is organized as a Type I supporting organization described under Section 509(a)(3) of the Internal Revenue Code of 1986 or as otherwise amended. ARTICLE II Board of Directors Section 1. Powers and Duties. The business and affairs of the Corporation shall be managed and controlled by the Board of Directors, which may exercise all powers of the corporation and do all such lawful acts and things permitted by statute and the Articles of Incorporation. Section 2. Election, Number, and Term. The Board of Directors shall consist of thirteen (13) persons consisting of two (2) permanent seats and eleven (11) appointed seats. A permanent seat shall be held by McKeel Hagerty; however, in the event that McKeel Hagerty becomes unable or unwilling to serve, such seat shall be held by the Chief Executive Officer of The Hagerty Group LLC or a designee selected by the Chief Executive Officer of The Hagerty Group LLC. A permanent seat shall be held by the Chief Executive Officer or President of the October 2016

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Supported Organization serving as a voting ex officio Director. Seven (7) of the Directors shall be appointed by the Supported Organization and four (4) of the Directors shall be appointed by The Hagerty Group LLC. Directors, excluding McKeel Hagerty or the Director serving in such seat and the Chief Executive Officer or President of the Supporting Organization serving as an Ex Officio Director, shall serve for terms of three (3) years and until their successors are chosen and qualified. Directors may serve for consecutive terms. Terms of Directors shall be staggered in three classes by year of assignment and each Director assigned to a class, excluding the two permanent Directors. Section 3. Qualifications of Directors. Each Director shall be at least eighteen (18) years of age, and must affirmatively demonstrate that he/she is a knowledgeable and effective individual; that he/she has a concerned purpose to promote the expressed goals of the Corporation; that he/she will unselfishly strive to achieve such expressed goals rather than personal objectives or the objectives of any special interest groups; and that he/she has the willingness to devote the necessary time to carry out the duties and responsibilities of a Director of this Corporation. In selecting members for the Board of Directors, consideration shall be given to the candidate’s willingness to accept responsibility for governance, including availability to participate actively in Board of Directors’ activities related to the Corporation; areas of interest and expertise; and experience in organizational and community activities. Section 4. Vacancies. Any vacancy on the Board of Directors caused by death, resignation, or otherwise shall be filled in the same way the vacant seat was originally filled, and any such successor Director shall hold office until his/her successor is elected and qualified. Section 5. Removal of Directors. Any Directors may be removed from office, with or without cause, by a vote of two-thirds (2/3) of all the Directors voting affirmatively. Section 6. Compensation and Expense Reimbursement. Members of the Board of Directors shall receive no compensation for service in such office unless specifically fixed by resolution of the Board. Members of the Board will not be reimbursed for expenses related to travel to Board meetings or resulting from other business activities requested of them by the Corporation, unless specifically fixed by resolution of the Board. Board members may be entitled to receive donation credit for said expenses. Section 7. Absenteeism. Absence from three (3) consecutive board meetings without excuse is equivalent to resignation from the Board. Confirmation of such absences and subsequent removal shall be given to the Board member in writing by the President unless, at the discretion of the President, there are appropriate mitigating circumstances. Section 8. Annual Meeting. The Board of Directors shall hold its annual meeting during the month of September of each year, at such time and place as the Board of Directors may designate. Such meeting of the Board of Directors shall be for the purpose of organization, election of Directors and officers of the Corporation, and consideration of any other business which may be brought before the meeting. October 2016

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Section 9. Other Meetings. Regular meetings of the Board of Directors shall be held from time to time as determined by the Board of Directors. Directors are expected to attend all regularly scheduled Board sessions. Attendance, when necessary, may be by phone conference including Skype. Other meetings of the Board of Directors may be held pursuant to a resolution of the Board to such effect, or may be held upon the call of the President, or of any three (3) members of the Board, and upon twenty-four (24) hours notice specifying the time and place and general purposes of the meeting. Such notice shall be given to each Director either personally or by email, fax, U.S. mail, telegram, or telephone. Notice of such meeting may be waived in writing by email, U.S. mail, fax or telegram; attendance at any such meeting shall constitute waiver of notice of such meeting. Section 10. Quorum and Voting. Attendance of one-third (⅓) of the Board of Directors with one (1) representative from The Hagerty Group LLC and one (1) from LeMay – America’s Car Museum, shall be required to be present to constitute a quorum for a valid Board meeting and the conduct of Board business. Attendance and quorum requirements may be met by conference phone or Skype. The act of the majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by law, the Articles of Incorporation, or these By-Laws. With respect to the following matters, any action by the Board of Directors shall require the affirmative vote of at least eighty (80%) of the Directors of the Corporation: (a) dissolving, merging or transferring the Corporation or its assets; (b) changing the Corporation’s organizational relationship to LeMay – America’s Car Museum as a Type I supporting organization; (c) changing the mission of the Corporation; or (d) changing the name of the Corporation. Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if written consent, setting forth the action to be taken, shall be signed before such action by one-hundred percent (100%) of the Directors. Written consent may be submitted via postal service, affidavit, electronic mail, facsimile, or be hand-delivered. Such consent shall have the same effect as a regular vote and shall be inserted in the minute book as if it were the minutes of a board meeting.

Section 11. Indemnification. This Corporation shall indemnify and reimburse any person for expenses actually incurred by him/her, and liabilities imposed upon him/her, in connection with or arising out of any claim, action, proceeding, or suit, civil or criminal, administrative, or investigative, and whether formal or informal, or any threat thereof, in which he/she may be involved by reason of his/her being or having been a Director, director, or officer of this Corporation, or by reason of service to any other corporation, firm, or organization, whether for profit or not for profit, which he/she served as a director, officer, partner, or Director at the request of this Corporation. Such indemnification and reimbursement shall be to the maximum extent permitted by, and in accordance with, the relevant provisions of the Michigan Nonprofit Corporation Act. The right of indemnification herein provided shall apply whether or not such person indemnified is serving in such capacity at the time such costs, expenses or liabilities are incurred or imposed. Neither this Corporation nor its Directors, directors, or officers shall be October 2016

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liable to anyone for any determination of such Directors, directors, or officers as to the existence or absence of conduct which would provide a basis for making or refusing to make any payment hereunder or for taking or omitting to take any other action hereunder, in reliance upon the advice of counsel. A court of competent jurisdiction may make a determination as to the right of a person to indemnification and reimbursement hereunder in any specific case upon the application of such person, despite the failure or refusal of the Directors, directors, or members to make provision therefor. The foregoing right of indemnification and reimbursement shall not be exclusive of other rights to which such person may be entitled as a matter of law, and shall inure to the benefit of his/her heirs and personal representatives. The right of indemnification herein provided shall be applicable only to the extent that such liabilities, expenses, and costs are not otherwise covered by or through collectible policies of insurance which may be carried by or for the benefit of such person, or this Corporation, or any other Corporation or organization. Section 12. Contracts with Directors. A Director of the Corporation shall not, in the absence of fraud, be disqualified by his/her office from dealing or contracting with the Corporation, either as a vendor, purchaser, supplier of services, or otherwise, nor in the absence of fraud shall, insofar as permitted by statute, any transaction or contract of the Corporation be void or voidable or affected by reason of the fact that any Director, or any firm of which any Director is a member, or any corporation of which any Director is an officer, director, or stockholder, is in any way interested in such transaction or contract; even though the vote or action of Directors, officers, or members having such adverse interest may have been necessary to obligate the Corporation upon such contract or transaction. At any meeting of the Board of Directors of the Corporation (or any duly authorized committee thereof) which shall authorize or ratify any such contract or transaction, any such Director or Directors may vote or act thereat with like force and effect as if he/she had not such interest, provided, in such case, the nature of such interest (though not necessarily the extent or details thereof) shall be disclosed, or shall have been known to the Directors or a majority thereof. A general notice that a Director or officer is interested in any corporation or other concern of any kind referred to shall be sufficient disclosure as to such Director or officer, with respect to all contracts and transactions with such corporation or other concern. No Director shall be disqualified from holding office as Director or officer of the Corporation by reason of such adverse interest. In the absence of fraud, no Director or officer having such adverse interest shall be liable to the Corporation or to any creditor thereof, or to any other person, for any loss incurred by it under or by reason of such contract or transaction, nor shall any such Director or officer be accountable for any gains or profits thereon. ARTICLE III Officers Section 1. Number and Qualifications. The officers of this Corporation shall consist of a Chairman, Chair-Elect, President, Secretary, and Treasurer. The same person may act as both Secretary and Treasurer. The Board of Directors may also in its discretion designate such other officers as it shall deem necessary. October 2016

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Section 2. Election of Officers. Each officer of the Corporation shall be nominated by the Executive Committee and elected by the Board of Directors at its annual meeting, to hold office for a term ending at the next annual meeting or until his/her successor is duly elected and qualified. Section 3. Vacancies. Whenever any vacancies occur in any of the offices of the Corporation by reason of death, resignation, removal, or otherwise, the same may be filled by the Board of Directors or by the Executive Committee in its stead, and any officer so elected shall hold office until the next annual meeting of the Board of Directors or until his/her successor shall be duly elected and qualified. Section 4. Removal. Any officer of the Corporation may be removed from office by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby. Such removal shall be without prejudice to the contract rights, if any, of the officer so removed. Section 5. Compensation. Officers of the Corporation shall receive no compensation for service in such office unless specifically fixed by resolution of the Board of Directors. Section 6. Delegation of Official Authority. In case of the absence or disability of any officer of the Corporation, the Board of Directors may delegate the powers or duties of such officer to any officer or any other person for a specified period. ARTICLE IV Duties of Officers Section 1. Chairman. The Chairman shall preside at all meetings of the Board of Directors and of its Executive Committee. He/she shall appoint committee members and chairmen, subject to the limitations set forth in these Bylaws. The Chairman shall perform such duties as may be prescribed by law or by the Board of Directors. Section 2. Chair-Elect. The Chair-Elect shall perform the duties of the Chairman in case of the absence or other inability to act of that officer, and shall perform such other duties as may be delegated by the Board. Section 3. President. The Board of Directors shall elect a President of the Corporation who shall be known as its “President and Chief Executive Officer. He/she shall be the Chief Executive Officer of the Corporation with full responsibility and authority to conduct the affairs and business of the Corporation, including the employment and management of all other employees of the Corporation, all in accordance with the policies and directions of the Board of Directors and its Executive Committee. Further, he/she shall perform such other duties as may be delegated by the Board. The President and Chief Executive Officer shall report directly to the Chairman of the Board of Directors and his or her performance shall be evaluated on an annual basis by the Executive Committee. October 2016

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Section 4. Secretary. The Secretary shall attend all meetings of the members of the Board of Directors, and shall keep, or cause to be kept, in a book provided for the purpose, a true and complete record of the proceedings of such meetings. He/she shall attend to the giving and serving of all notice of corporate meetings pursuant to these Bylaws, shall have custody of the books (except books of account), records, and corporate seal of the Corporation, and shall perform such other duties as these Bylaws or the Board of Directors may prescribe. Section 5. Treasurer. The Treasurer shall keep, or cause to be kept, correct and complete records of account showing accurately at all times the financial condition of the Corporation. He/she shall be the custodian of all funds, moneys, notes, securities, and other valuables which may from time to time come into the possession of the Corporation, except as may be provided otherwise by these Bylaws or by resolution of the Board of Directors. The Treasurer shall furnish at meetings of the Board of Directors, or whenever requested by the Board, a statement of the financial condition of the Corporation, and he/she shall perform such other duties as these Bylaws or the Board of Directors may prescribe. ARTICLE V Committees Section 1. Executive Committee. The Executive Committee shall consist of the Chairman, the Chair-Elect, the Secretary, and the Treasurer and the Chairmen of the Standing Committees. During the intervals between meetings of the Board of Directors, and subject to such limitations as may be imposed by law, the Articles of Incorporation, or these Bylaws, the Executive Committee shall have and may exercise all the authority of the Board of Directors in the management of the Corporation, except that no action shall be taken which shall conflict with the express policies of the Board of Directors. The Chairman shall be the chairman of the Executive Committee. A simple majority of the total members of the Executive Committee shall constitute a quorum, and a majority vote of any such quorum shall be necessary for the transaction of any business by the meeting. Attendance and quorum requirements may be met by teleconference or Skype participation. Section 2. Committees and Task Groups. Standing Committees include Executive Committee, Fund Development Committee, Grants Committee and Marketing Committee. Other committees and/or Task Groups may be appointed from time to time by the Chairman for such purposes and time periods as circumstances warrant. The chairmen of committees and task groups shall be designated by the Chairman. Section 3. General Provisions. Meetings of committees may be called by the committee chairman or by the President to be held at such time and place as shall be designated by the committee chairman. The Board of Directors shall have the power at any time to increase or decrease the number of members of any committees; to appoint or remove members of such committees; and to fill any vacancies on such committees.

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ARTICLE VI Accounts, Endowments, Execution of Instruments, Etc. Section 1. Checks, Etc. All checks, drafts, and orders for payment of money shall be signed in the name of the Corporation, and shall be countersigned by such officers or agents as the Board of Directors shall from time to time designate. Section 2. Contracts, Conveyances, Etc. When the execution of any contract, conveyance, or other instrument has been authorized without specification of the executing officers, the Chairman may execute same in the name of and on behalf of the Corporation, and may affix the corporate seal thereto. The Board of Directors shall have the power to designate the officers and agents who shall have authority to execute any instrument on behalf of this Corporation. Section 3. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select. Section 4. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation. All endowments and other assets shall be invested and administered in such manner as the Board of Directors may direct. Section 5. Custodian. The Board of Directors shall be authorized, in its discretion, to designate and employ a custodian or other fiduciary to administer such funds, assets, and endowments of the Corporation, as the Board of Directors may from time to time determine. ARTICLE VII Power of Board of Directors to Borrow Money Section 1. Authority. The Board of Directors shall have full power and authority to borrow money whenever in the discretion of the Board the exercise of said power is required in the general interests of this Corporation. Section 2. Execution and Security. The Board of Directors may authorize proper officers of this Corporation to make, execute, and deliver in the name and on behalf of this Corporation such notes, bonds, and other evidence of indebtedness as the Board shall deem proper in such cases. The Board of Directors shall have full power to mortgage or assign the property of this Corporation, or any part thereof, as security for such indebtedness, and no action on the part of the membership of this Corporation shall be requisite to the validity of any such note, bond, evidence of indebtedness, assignment, or mortgage. ARTICLE VIII Miscellaneous

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Section 1. Disposition upon Dissolution. In the event of dissolution, all assets, whether real or personal, shall be distributed to such organizations as are qualified as tax exempt under Section 501(c)(3) of the 1986 Internal Revenue Code, as amended, or the corresponding provisions of any future United States internal revenue law, and no property shall be distributed to any individual, whether or not associated with this Corporation. Section 2. Net Earnings. No portion of the net earnings shall be paid to or inure to the benefit of any member of this Corporation, or any other individual. Section 3. Books and Records. The Corporation shall keep correct and complete books and records of account, and shall also keep minutes of the proceedings of its Board of Directors. All books and records of the Corporation may be inspected by any Director for any proper purpose, at any reasonable time during normal business hours. Section 4. Fiscal Year. The fiscal year of the corporation shall begin on the 1st day of January of each year, and end upon the 31st day of December of each year. Section 5. Amendment of Bylaws. These Bylaws may be amended, repealed, or altered in whole or in part by a majority vote of the Board of Directors at any regular or special meeting, with the exception of amendments concerning LeMay – America’s Car Museum which shall require a supermajority vote of the Board of Directors.

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BORELLI MOTORSPORTS – JUNE 8, 2016

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Borelli Motorsports – June 8, 2016

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August 2016

Borelli Motorsports – June 8, 2016

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GO WITH YOUR HEART – ARIZONA DRIVER MAGAZINE

August 2016

Go With Your Heart – Arizona Drive Magazine

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August 2016

Go With Your Heart – Arizona Drive Magazine

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BUILDING THE COMMUNITY and STIMULATING THE EDUCATIONAL PIPELINE




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