Richmond, VA – October 8, 1986
EXECUTIVE COMMITTEE REPRESENTATIVES
Willard Boyd, Chicago, Illinois
Kenneth Starr, Milwaukee, Wisconsin
Crawford Lincoln, Sturbridge, Massachusetts
TRUSTEE COMMITTEE REPRESENTATIVES
Leonard Nelson, Portland, Maine
Alan Cameros, Rochester, New York
James Alsdorf, Chicago, Illinois
Mr. Nelson – What we would like to do is to work out a mutually acceptable affiliation agreement between a Trustee Corporation and the AAM, similar to the 15 or so affiliation agreements that now exist between AAM and 15 other organizations.
Mr. Cameros – I remember meeting with Esther Anderson and Ken Starr in June of 1978 to discuss the future of the Trustees Committee as it would be within the AAM.
Mr. Cameros – One of the main problems which have arisen is the fact that we have widened our purposes as a Trustee committee and we wish to undertake that which more closely fits into the niche of an affiliate than it does of a standing professional committee….I think in many cases it was not the fact that there wasn’t the desire to initiate common cause and additional purposes, rather it was the inability to find the resources to make it happen.
Mr. Nelson – And on March 5th (1986), we submitted to Bob (Macdonald), as the President of AAM, a one and-a-half page sample affiliation agreement. And it is that affiliation agreement , or one drafted by the six of us, that the six of us would be comfortable with, that we’re prepared to live with….we do not wish to disaffiliate with AAM. We wish to restructure our arrangement with AAM. ..there is a tremendous feeling of need that we have a national Trustee organization that deals with the problems that Trustees have.
Mr. Cameros – I think that one of the principal problems that we’re seeing here is a matter of governance…The Directors of museums and the Trustees of museums are involved with governance. The curators and registrars are involved with their particular tasks; they are not involved with governance. Since the Directors and the Trustees are involved with governance, I think that they approach the subject of museum stewardship in a different manner than those people who serve on the staffs of museums. And therefore, when we see that the Directors have created affiliation rather than committees, we can see how the cleavage has appeared. We can see how the separation stands as to the AAM.
Mr. Cameros – I would think that the key point is a matter of governance. I think that the Trustees are people who are involved in governing institutions, whether they be local, statewide or national; that they serve on an interactive basis with their directors; in cases those Directors are also Trustees themselves. And I think that is at a different level than the people who serve as members of standing professional committees, in great manner.
Mr. Cameros – We feel that our imperatives can, and should be, much larger than they have been up to now, that we can touch many areas and make great contributions over and above that which we have done. We feel that we have a greater expanse, and we also see our role outside of the AAM as one of leadership within our own institutions, within our own museums, where we have helped to set policy and helped to make policy as to future directions. We feel that within the AAM that we do not have this ability and that it does not appear to us, based upon where we come , nor the way that it has been structured in the past, that we would that we would have this opportunity in the future.
Mr. Lincoln – I feel that those of us who wear hats, whether we’re called Directors or presidents…need to work intimately with those who are giving of their voluntary time to serve as Trustees; we’re all dealing with stewardship of a common trust.
Mr. Lincoln – You mentioned 600 members of the AAMTC now (Len Nelson). We probably got a community out there of 50,000, if you want to take 10 as an average and multiply it times the number of museums…unified effort where we could build constituency of Trustees to a point that we really did have a good, solid focus on the issue of governance….And I think if the six of us could agree upon some kind of way to take the governance as a focal point and join forces to make this come alive, we would do the professional – museum profession a hell of a service.
Mr. Boyd – I think this is the last opportunity we have to solve this problem together….We have to be concerned with four points. One is we have to be concerned with the response – underscoring the joint responsibility of Trustees and Chief Executive Officers; we have to build the trustee constituency, we have to build better Trustee…I mean, we have to have programs to improve Trusteeship; and we need to strengthen our legislative program together. That’s not exactly all together, but that’s the essence of it.
Mr. Lincoln – Going back to the document that you sent forward, if you will, there really isn’t anything there that says that by signing on the bottom of that we can advance the common cause, which I think Alan Articulated and Sandy spoke to, about wanting to work together as a group of individuals concerned with museum governance. I’d be distressed to think that somehow Trustees are not going to be closely involved with museum Directors in looking at these problems…And I don’t know, is it too far out to suggest that maybe the interest of both areas, i.e., Trustees and Directors, can be put together in some kind of meaningful organization ?
Mr. Nelson – (Part of Mr. Nelson’s proposed agreement between AAM and the Trustees) – “You (AAM) agree to use your best efforts to develop with us a joint AAM/MTA Trustee governance and/or mentor project during the first 12 months of the original term.”
Mr. Cameros – …we undertake it in a manner for that will work well for the AAM and for the Trustees…Mr. Starr – And for the museum community…Mr. Cameros – and for the museum community as a whole. Because the AAM and Trustees represent the museum communities as a whole.
Mr. Boyd – …Trustees cannot serve well without a good administrator and the administrator cannot administrate well without good governance…He (Lenny) gave the example of the mentorship program. He’s prepared to contract for it to be done jointly right now. And I think we should do it jointly, because you can’t have a mentorship program without the Chief Executive Officer being involved in it.
Mr. Cameros -and you have two chief executive officers –one thing and then I’ll turn it over to you. One is you’ve got both for-profit and non-for-profit. You’ve got a Chief Operating Officer, and in many cases that is the person who’s the Director of the museum. You can also call him the Chief Administrative Officer. In many museums the Chief Executive Officer is the Chairman of the Board, which is a non-paid position, elected by the Board, and that’s your Chief Executive Officer, who happens to be a Trustee. The operating officer in most cases is the Director or the President, and then the Chairman of the Board is the Executive Officer….you’ve got to have concurrence of both the Chief Operating Officer and the Chief Executive Officer, the support of the Board, to make this work, and there’s got to be common cause between all of them.
Mr. Nelson -…We want to run our own show. But we want to have a joint venture, just on a whole batch of things. …there’s only two issues. ,,. The first issue is how fast can either of us get out of the agreement and the second issue is should the agreement be exclusive both ways. …My own feeling is that the agreement should probably be exclusive on both sides. As long as this agreement is in effect with us, you won’t run an independent Trustee Committee and as long as its an agreement with you, we won’t make a deal with anybody else. The second issue is how fast should either us be able to get out oof it. On that one, you tell me. How fast do you think ? My own reaction is that the initial agreement, we ought not to be able to get out for at least a year and maybe two years, because that forces us, in a sense, to make it work. But, after that , as far as I’m concerned, on the anniversary date, either party can cancel, as long as you give us reasonable notice.. That way nobody is at any big risk. If you don’t like what we’re doing, fire us. We don’t like what you’re going, we fire you.
Mr. Cameros – what a Trustee is within a museum and what their role should be
Mr. Boyd – I can only tell you that obviously I think we’re –all three of us feel that they (Trustees) are as vital to the museum as anybody, and in some ways more so because they’ve got to fund it…the curatorium is the essence of the museum…And the president, and that is the Chief Operating Officer and and the Trustees are there to make that possible.
Mr. Cameros – But what is their function (Trustees) outside of funding ?
Mr. Boyd – to give leadership and to give governance. I don’t think we disagree on this.
Mr. Lincoln -…If anything can come out of our effort this morning and what follows, I hope it would be a closer sense of community. We need to work together.
Mr. Cameros – …We are concerned about our ability and opportunity to carry forth those projects which we feel to be in the best interest of the Trustee community; that we have not been served well by the AAM in our role as a standing professional committee…that based upon that which has occurred up to now, that we would be best served by going forward in an affiliate role, not to separate with the AAM but to work closely in concert with the AAM as to projects of mutual benefit
Mr. Cameros – No matter what you have in the whole museum community, you’re going to be able to establish a linkage of one type or another because we are all bound together. ..that doesn’t mean that we have to do it in one organization. In many cases we can do it by working together in common cause from an affiliated base. …It’s not the purpose. It’s the process we are talking to here. We’re all agreed as to purposes.
Mr. Nelson – we wish to organize the Trustees of the United States of America into an independent corporation.
Mr. Cameros – Does the Board of Trustees stand on the same level as those who serve in leadership positions within the AAM ? A place has not been made. There’s no place of leadership within the AAM for the Trustees. They have never served in any number on the Executive Committee. At most there’s been one member of the Executive Committee. There’s been at most one member on the council. And as a standing professional committee member, I think they just have a non-voting right as to that. I don’t think the Trustees have ever really been involved in leadership. And this is a question of leadership that we’re talking too.
Mr. Cameros – What has to be established…a separate 501©3.
Mr. Lincoln – maybe a couple of years down the road …having within the AAM a commission on museum governance that should involve museum Directors and museum Trustees across the country. ..we’ve got to find the mechanism to do that together…In the long range,…we can make a commitment jointly to look at ways that we can formulate some kind of commission on governance to address together the legislative concerns and the whole range of other issues that we’re talking to.
Mr. Cameros – We’re very much interested in developing a clear policy-making role as to the future needs of the museum community….(publication “Museum for a New Century” )–It outlines needs for new generations of our museum constituency, and we want to be part of this; we want to take a role in which we share the decisions….There seems be less Trustee participation in the decision making as time goes on…But promises made and directions decided at one moment don’t necessarily continue and endure forever. And what we’re saying is that we found within the organization, we’ve not had the ability to stay in a prominent position over a period of time….and as Leonard just said, the make-up in organization of the AAM is such that the Trustees don’t seem to be able to find a proper role as far as decision making and policy pursuits are concerned….proposal as an alternative…to the AAM to work together in common purpose to make projects of mutual import and worth occur.
Mr. Starr – I’ve been intrigued by these different approaches to organization. One is by function, Trustee, Director, curator, whoever; the other is by activity, legislative, governance, collections.
Mr. Boyd – what I would like to see is I would like to have some kind of a preamble that gets to the point that we’ve been talking about, the substantive issues, and not just the structural issues; because the structure is designed to deal with substantive issues. We’ve talked about five substantive issues. We’ve talked about two particular programs, namely the legislative program and the mentorship program, which we are all agreed would be joint programs, and that you would work in concert with us. You would not go separate on either one of those… There would be some way of working out how we would enter into other joint agreements.
Mr. Cameros -…What we have is symbolism…as far as the overall community of people are concerned; it would be nice to say that this is the museum constituency. As to exactly how we operate internally, that’s our own affair. But from an external point of view, it would be nice to represent ourselves as one.
Mr. Lincoln –why a goal should not have established to have Trustee representation from each and every institution that is a member of AAM…we never took Trustee involvement in the world of museums seriously.
Mr. Nelson –I don’t have any doubt that we could fashion an affiliation agreement with many of the characteristics of a classical joint venture agreement that would bring us together in a very productive way….I think that we should target the six or seven most important items to both of us and we can try to develop those as joint venture approaches to the problem and I think it can be very successful.
Mr. Nelson –Can you do a Joint Preamble ?; Crawford Nelson and Sandy Boyd – We can do a Joint Preamble.
Mr. Nelson – each group would have a high level steering committee required to meet two ..perhaps three times a year…The affiliation agreement would have a mandatory steering committee.
Mr. Cameros -…rather than having a separate mechanism within AAM to service Trustees, I would feel more comfortable…if we could work as a conduit, and this would free up a fair amount of responsibility on the part of the AAM to direct themselves to other needs, which I have to believe are of a higher priority.
Mr. Nelson –Maybe the solution…is that your (AAM) Trustee Committee terminates. We provide the function as a matter of joint venture but anyone who joins our organization is automatically a member of AAM.
Mr. Nelson – If you (Crawford Lincoln) or Sandy or both of you, you and Sandy and Mr. Starr, could provide a sample preamble …plus the items you think are missing, I would then redraft the sample affiliation agreement in its entirety and circulate it among the six of us and sort of see where we are.
Mr. Boyd – But I think we’re all agreed there’s no point in going any further until we’ve got something in writing.
Mr. Lincoln – you’re talking to three volunteers who are here at the behest of the President of AAM….and we are here without portfolio.
Mr. Lincoln-And if we’re talking about governance and strengthening of American museums, which I think we are, then there’s the basis here of putting something together that I think should lay to rest any sense of adversarial relationship, any sense of divisiveness or contentiousness or crying over spilt milk or what have-you. We ought to do this as a forward-looking document. And I think that’s what the three of u, if we’ve been united on anything, that’s the thought that we wanted to bring to the table.
Mr. Nelson – We want to enter the relationship as equal partners with you.
Side note – Are there additional writings (revised preamble ?) developed from this meeting that we can reference – by Len and the other participants