by Randy Garbin

December 15, 2003

Lucky is the non-profit organization that seems to have all the money it needs. So much money, in fact, that it has the luxury of rejecting potential members and their contributions.

In November, I decided to renew my membership with the American Diner Museum. After all, the museum's current legal status as an incorporated non-profit defines it as a public organization and open to those who send in their money for the privilege of membership. I can count myself as one of the first 125 members of this museum, and according to its bylaws, my name will appear on a plaque for permanent display if and when the museum eventually opens.

Imagine my surprise and disappointment upon receiving a letter from the "membership committee" that read, "We are unable to process your request for membership at this time. Your check for $35 is being returned to you. Please find it enclosed." Daniel Zilka, Gregg Anderson, and Quentin Sanford, have all thus far failed to respond to my emails requesting an explanation.

And who is on the membership committee? Indeed, others have reported to By The Way that the American Diner Museum has failed to send membership renewals to them and others who have had a long-time association with the organization. Though still a member there as well, I can no longer post on the Museum's Yahoo Group. This museum has selectively. and probably illegally, censored me.

While I can completely understand Mr. Zilka's resentment towards the exposure he's received as a result of this investigation, he nevertheless has a responsibility as the Director of this museum to administer its bylaws to the letter. I may have issues with the activities of McDonald's Corporation or of Wal-Mart, but I'm still free to purchase shares in these respective companies. As a shareholder, I then have the right, at least in theory, to exert influence upon the management of their activities.

Catalogue Jam

Mr. Zilka, with the help of many well-intended volunteers, has amassed a collection of artifacts with an estimated value of over $150,000, and the best of it still sits in his apartment. This made it difficult, if not impossible, for volunteers to conduct yet another cataloguing effort this year. Though Mr. Anderson told me that he and others took classes on how to use newly acquired collections software, failure to get actual access to the stuff ultimately stymied their efforts. Once again, Mr. Zilka stood in the way of his own volunteers taking on the single most important task other than fund raising.

Mr. Zilka now finds himself with an interesting dilemma, one experienced by many entrepreneurs who take their company public. He acts as if he still owns this museum, despite ceding that reality for the benefits of 501c(3) non-profit tax status in 1996. This effectively transferred ownership of his idea and all related assets to the State of Rhode Island and subjected its managment to the dictates of a board of trustees. Soliciting members may provide a source of funding and volunteers, but it also gives them a voice in the organization's operation. While the museum's director may make executive decisions and conduct the general affairs of the organization, he does so with the consent of the Board of Trustees and by extension, the membership which elects it.

In most non-profit organizations, particularly those with such feel-good intentions as this one, most members content themselves by getting their newsletter and attending the occasional event. Providing that management performs its duties and conducts its affairs with complete accountability, most members rarely give much thought to exerting any influence. Usually, if they have an issue with the organization, they simply ignore their renewal notice.

In the last two years, Mr. Zilka has engaged in a considerable flurry of activity pertaining to the acquisition of artifacts, most lately acquiring the burnt out hulk of the My Tin Man Diner in Pocasset, Massachusetts from Claire Bergeron. He's received plenty of publicity for his efforts as well.

Meanwhile, museum-sponsored activities for its membership have dwindled to a reprise bus tour of the Blackstone Valley and a matchbook swap at the Star Diner. One owner of a diner along the tour route told me that only fifteen people bought seats on that bus, and neither the Museum's website nor its Yahoo Group has reported on the matchbook swap. The homepage for the Yahoo Group shows a photo of a gathering of "museum members" with the Rhode Island Scooter Club.

Who runs the show?

The ADM's bylaws provide for a standard corporate structure with nine directors, or trustees, to serve along with a president, vice-president, secretary, and treasurer. Additionally, amendments made to the bylaws in 2002 created four "At-Large" trustees. Discounting the optional "At-Large" Trustees, the bylaws stipulate the establishment of thirteen voting members and that one-third of them, or four, must be present for a quorum. Rhode Island law stipulates a nominal structure of four officers and at least three directors.

A copy of the museum's annual report filing, provided by the Rhode Island Secretary of State's office shows seven board members. Mr. Zilka is listed as one of those directors along with Daniel Viveiros and Gregg Anderson. This past October, Mr. Anderson resigned his seat. Roadside has further learned that Museum president Robb Kok also resigned his position in July, presumably after this filing. If so, then that would leave only three officers and two directors.

Curiously, the annual report filing shows Mr. Zilka listing his address at 242 Ferry Road in Charlotte, Vermont, the same address of his brother, a Mr. J. Zilko. This despite the fact that in 1995, Mr. Zilka moved into an apartment on Atlantic Avenue in Providence, living there until at least 2001 when he took up residence in Lincoln, Rhode Island in the home of his fiance, Ritu Gorczyca.

Ms. Gorczyca's home in a historic industrial building at 95 Industrial Circle also houses the "temporary offices" of the Museum and the cream of its collection and is not open to the general public. Mr. Zilka also continues to register his vehicle in Vermont, as he once admitted to museum volunteers, to avoid paying higher Rhode Island insurance rates.

So, who runs the show? Mr. Zilka, Ms. Gorczyca and her friends have appeared together at most of the remaining Museum activities. A graphic designer by trade, Ms. Gorczyca has developed a beautiful new website for the Museum and has presumably designed its latest round of marketing materials. Monthly meetings, a staple of the Museum's activities, have stopped, and the ADM website hasn't posted any notices announcing its required quarterly meetings.

Private parts

No one has seen a newsletter since last January, and the volunteers responsible for its production tell me that they have heard nothing from Mr. Zilka about future publications. With no actual display space, no access to archives, and no scheduled activities, the newsletter remained the only tangible benefit of membership. The ADM's website offers current and prospective members an emailed version of the newsletter, but Roadside has yet to receive either directly or indirectly a copy of this communication.

These latest round of activities might lead to one conclusion: That Mr. Zilka has created or is creating the conditions ripe for the dissolution of the Museum. The Museum's bylaws do allow for this, but they require that all Trustees "dispose of the assets of the Museum in such a manner and to such organizations maintained and operated exclusively for historical, educational, and scientific purposes as will at that time qualify as an exempt organization" as defined by the IRS. Further, "There shall be no value distribution to any member of the museum."

In other words, if this museum shuts down, then Zilka must give up the stuff.

Unfortunately, no one except Zilka knows what "the stuff" consists of, because no catalog, no inventory, no firm, accountable record exists to declare what stuff belongs specifically to the Museum.

If you have the stuff and no one can (or bothers to) prove it isn't yours -- and you have a space to keep it paid for by someone else -- what do you possibly need with members who may demand to see it some day?

If you are as interested in saving the richest collection of historic diner artifacts ever assembled so that it might one day go on display for everyone to enjoy, then I urge you to send in your membership checks as I have and exert your influence. And I would also urge you to volunteer to serve on the cataloguing committee -- as I have. (Acrobat required.)

If the "membership commitee" returns your check, then you should report it to the Rhode Island Attorney General's office. As I have.