Governance

People working at a small museum or historic house often work in a multiplicity of roles. Board members, the executive director, or the staff may serve in more than one way to keep the museum operational. Governance on both a structural level and a day-to-day operational level can feel difficult and like its constantly changing to fit the needs of the institution! While flexibility is key, a basic level of predictability through clearly defined roles can help make the many requirements of running a museum feel more manageable.

Any organization can benefit from clearly defined roles on each level of governance. Developing guidelines for each position – for members of the board of directors, the executive director, and the staff alike – helps to outline expected contributions and how work will be dispersed throughout the organization. Below are five kinds of documents that serve as means of structuring the enactment of your museum’s purpose.


Articles of Incorporation

In terms of overarching governance, any non-profit institution needs to write out two documents –the articles of incorporation and the by-laws. The articles of incorporation detail the relationship between your institution and the state in which it operates; by-laws focus on internal governance. The method of incorporation varies state-to-state; some states have standard forms that need to be filled out while others require that you write them out yourself (with the help of a lawyer if you deem it necessary).

Articles of incorporation typically detail an organization’s legal status as a non-profit, its 501(c)3 federal tax status, its right to hold property and receive gifts, and provisions for its assets in the event of dissolution. Please visit your state’s secretary of state’s office for information on how to become formally incorporated.


By-Laws

Every non-profit institution should outline the roles and responsibilities of its personnel through by-laws. This document outlines the basic structure and procedures for the museum’s operations and the roles and responsibilities of the people involved in their enactment. The by-laws cover all aspects of a museum’s governance, from the board members to the executive director to the staff. Having these by-laws in place will provide a superstructure for your organization by laying out expectations for every position in the organization. You can call-upon it during daily operations or disputes within the institution. It is an all-purpose and foundational document that will guide people at all levels of governance in the parameters of their position.

Typically broken down in ten articles, the by-laws detail the purpose of the museum, the composition of the board of trustees and its sub-committees, the number of board meetings per year, the responsibilities and duties of board officers and staff alike, classifications of membership, financial provisions for the institution, the way in which board meetings will be governed, a means of amending the by-laws, and the means of dissolving the museum if necessary.

Sources available when writing by-laws:

Example of by-laws:

  • Bylaws of the Groton Historic Society (pdf). The Groton Historical Society in Groton, MA is an all-volunteer organization founded in 1894. In 1999, the Board of Trustees passed this set of bylaws, notable for their brevity and their clarity.

Board of Trustees

The board of trustees is charged with oversight of the institution, ensuring that an institution’s actions are in accordance with its stated purpose. This oversight spans many different areas – hiring the museum director; future planning for the organization; fundraising, writing, and monitoring the budget; public relations and serving as the public face of the museum; writing and updating policies; and writing, reviewing and approving a strategic plan.

Although it is the duty of the board of trustees to oversee the museum, the relationship between its members and the staff of the museum is best described as a partnership or collaboration. Regular communication between all levels of governance – the board, the museum director, and the staff – is necessary for successful operation. Each branch of the administration serves a crucial role; when these areas are all on the same page, the possibilities for success are endless!

Developing a Board of Directors

When putting together a board of directors, or perhaps replacing one or more of its members, keep in mind – the board must be constructed to meet the needs of your organization. Select individuals with a variety of skills, knowledge, and areas of expertise; this diversity will augment the ability of the board to fulfill the duties listed above. For instance, a trained lawyer can help with legal matters or an accountant or development officer can help with fundraising and budgeting. Other crucial areas of knowledge include organizational planning, personnel management, public relations, and nonprofit trusteeship. Additionally, including members of the community on the board of trustees is a means of building trust and accountability between your institution and the surrounding community.

Officers

Boards must have at least three officers – a president, a treasurer, and clerk or secretary. The president works closely with the executive director while also leading the board. The treasurer maintains the financial records for the museum, and the clerk writes and distributes board’s agenda and minutes. Additional roles include a vice president and an assistant treasurer to assistant the president and treasurer, respectably; others can be added as needed in accordance with the needs of your institution.

Sub-Committees

Finally, the board does not need to do all of its work together when everyone is present. Many boards divide their work into committees and then share the results with everyone in the board meeting. These committees are usually specified in the bylaws; so, if you are considering adding, changing, or removing a board sub-committee, make sure to update your bylaws as well.

Potential committees include an executive committee (The officers of the board), finance, development, governance (recruiting new board members), programming, personnel, building and grounds, strategic planning, marketing and public relations, and events.

Overviews about boards:

  • Leading With Intent is the only survey to gather information from both chief executives and board chairs on their experiences in the non-profit boardrooms of America. This report offers answers to many questions related to boards, their purpose, function, challenges, and even how they change over time. Conducted by BoardSource, an organization focused exclusively on non-profit governance
  • Blue Avocado is a free online magazine aimed at community nonprofits, with ample and practical coverage of board service.
  • BoardSource is an essential resource for nonprofits looking to magnify their impact through governance practices. It offers publications (some at no cost) on such topics as board recruitment and assessment; organizes webinars and live events; and runs a blog titled Exceptional Boards.
  • Leading by Design is a blog published by Anne W. Ackerson, a museum consultant and former director of the Museum Association of New York, that addresses “forward-thinking” governance and leadership.
  • The Minnesota Council of Nonprofits has published brief articles on governance divided into two categories: Board Basics and Leadership Development. Topics addressed include, “Board Composition and Structure,” “The Board’s Role in Risk Management,” and “Leadership vs. Management.”
  • Independent Sector offers articles on the “33 Principles for Good Governance and Ethical Practice,” from complying with all federal laws and regulations, to promoting board diversity, to completing accurate financial records, to respecting donor privacy.
  • Kim Andrews at the Shofuso Japanese House and Garden has provided Sustaining Places with samples of various documents pertaining to the organization’s board. They are: director job description and expectationscandidate applicationboard officer agreements for different positions; conflict of interest policy and disclosure statementboard and committee structureexecutive committee job descriptions;board giving form; and board assessment form.

Sources for board development:

Board Position Responsibilities and Training:

Sources for fixing broken boards:

Sources for board self-assessment:

  • The Maine Association of Nonprofits provides a guide to determining if your board is ready for self-assessment.

Sources for succession planning:


Personnel Policy

The success of a museum or historic site, like any business or organization, is largely dependent upon the people working there. Clear roles and expectations, as well as clearly articulated means of resolving disputes, help institutions run smoothly. Personnel policies are one means of laying out these parameters and procedures, and they can cover any number of procedures – employment, payment, performance evaluation, conflict-of-interest, termination, resolving grievances, and sexual harassment.