As an executive director of a museum, I spend a significant amount of my time thinking about the governance of the Montshire Museum of Science. Serving as the keystone position between museum staff and trustees, a thorough understanding of bylaws, board and committee membership and responsibilities, and how they affect museum operations is a hard-won skill. When your position becomes closely involved with board and committee operations, a deep understanding of how those operations are structured is vitally important, and onboarding regarding these responsibilities can feel like a flood of incomprehensible rules and regulations.

Prior to my tenure as an executive director of a museum, I had never read the bylaws of the other museums I worked for over 20 years. During that time I had several board-related responsibilities as my career expanded, beginning with making program-related presentations to the board every a few years, to attending every board meeting as a senior-level staff member, to staffing a program committee of the board. I feel that the work of museum boards and board committees can be fairly opaque, and more opportunities should be provided to museum staff to learn about how these groups operate.

This article provides a case study of how the Montshire Museum of Science’s governance committee and executive team reviewed bylaws each year to refine and revise our bylaws, adjust the committee structure of our board of trustees, and develop a chart of responsibilities and activities that ensures effective and meaningful committee work. It is my aspiration to contribute to the transparency of how board and committee systems operate in the field of museums and nonprofits, fully understanding that this case study singularly represents the Montshire Museum of Science and all governance structures differ across the spectrum of nonprofits.

To understand the Montshire Museum of Science’s board and committee structure, it is important to understand the overall history of the Montshire. In the late 1960’s, Dartmouth College in Hanover, New Hampshire, decided to close the Dartmouth Museum which contained a large natural history collection. A number of environmentally-engaged community members devised a plan for a new science institution that would serve both Vermont and New Hampshire. An old bowling alley in Hanover was secured as a location, and after two years of planning and renovation, the doors opened in 1976. The museum eventually moved across the Connecticut River to Norwich, Vermont, but because it has remained officially a New Hampshire nonprofit.

At the base of the Montshire’s governance structure is the Montshire corporation, a large governing body (up to 200 individuals) that maintains the museum’s bylaws, elects new corporation and board of trustee members, and reelects Montshire trustees for second terms of their tenure. To become a member of the corporation, an individual must be a member of the Montshire, attend the one corporation meeting, and be a Montshire supporter (either through volunteerism or financial contribution). Many Montshire corporation members serve on various committees of the board of trustees or as advisors.

The museum’s board of trustees is drawn from the corporation (all trustees must be corporation members) and can have up to 25 trustee members. The board meets 4–5 times a year. Much of the governance work of the organization is completed in committees, with committees reporting up to the larger board. Committees are chaired by members of the board of trustees and each, with the exclusion of the Executive Committee, have trustee and community members. The current committees include: Executive, Finance, Investment, Program, Governance, and Development (which has three sub committees: Donor relations, Auction, and Montshire Business Partnership). There is a separate nominations committee that consists of non-trustee corporation members and the board chair and vice chair. The corporation chair has its own chair and vice chair, as does the board of trustees. The secretary and treasurer of the board of trustees are also the secretary and chair of the Montshire corporation. In all, there are almost 40 committee and trustee meetings a year, and there is a high level of engagement in each.

When I started at the Montshire in 2015 this governance structure seemed gigantic compared to the ones that I had worked with in other museums. To really understand the landscape of our governance work, I developed a flow chart that included committee membership, meeting frequency, and term limits for the Montshire’s governance structure. One of the greatest additions to our board in my first few years was a trustee who was both a lawyer and incredibly familiar with various governance structures. He immediately joined the Governance Committee and together with other staff we began to unveil the inner workings of our governance structure so that we could begin to improve and make transparent how the Montshire’s leadership works.

It is important to note that at the time of my hiring, all systems and processes within our governance structure were working well. Through a strategic planning process that launched in 2017, the Montshire developed an aim to strengthen our core base of operations, which encouraged the museum’s board and staff to problematize all operations for improvement. The museum’s ultimate programmatic goals throughout this strategic plan were to maximize opportunities for discovery and elevate our over 100-acre outdoor experience. To help us better focus on program, we knew that system wide improvements to our operations would help us achieve our goals.  

As everyone began to examine the bylaws with fresh eyes, one of the first lines of the document that surprised everyone was that the Montshire was required to have offices in Hanover, New Hampshire or any other New Hampshire location. It is not uncommon for this type of statement to be present in an institution’s bylaws, but the Montshire had moved to Vermont in 1989, so this statement seemed strange. Through research, we discovered that all of the appropriate changes had been made with the New Hampshire Attorney General’s office in the past, but this small change to the bylaws hadn’t been updated. We appropriately amended (with corporation approval) the bylaws to reflect that our offices could be in New Hampshire or Vermont.

Changing our bylaws to accurately represent our location was one of the first amendments put before the corporation during the next annual meeting, but the changes did not stop there. During this process of review, a committee member inquired about the accuracy of the listed committees in the bylaws as well. For example, the Montshire’s Investment Committee had been operating for over 10 years as an ad hoc committee. This committee had developed as a subset of the Finance Committee, but as the museum’s invested funds grew over time, there was a necessary split to manage all of the different fiduciary responsibilities. Adding this committee to the list of formal committees of the board of trustees ensured that this responsibility would be maintained out into the future.

Another change to committees that occurred during this time was the development of a Program Committee of the board of trustees. This committee was initiated through conversations with trustees from our nearby academic and research institutions who felt that they had more to contribute in terms of advocacy and educational connections, but no formal way to do this type of activity. The proposal for the Program Committee was put forward and helped to engage various trustee and community members in the educational work of the Montshire.

As the Program Committee was new to the institution and the Investment Committee was formally inducted as an official board committee, community members who served on the committees started asking questions about their roles, responsibilities, and term limits. Montshire Trustees (who must chair all committees) have term limit of three years that may be renewed one time before having to take a year off. This limit helps trustees know when they can rotate off of a committee, but various community members had been on committees for years without quite knowing how to rotate off. In 2017, the Governance Committee gave a charge to all committees to develop a “Committee Charge” that would act as a framework for the work of each committee and include logistical information such as membership and term limits.

With the establishment of independent Charges of Finance and Investment Committees, the chairs of each committee discussed how to best determine the yearly workflow that happens between the two groups. There are decisions made in one committee that effect the other. A calendar of activities with annualized decisions and votes was developed for the Finance Committee to make their work more transparent to the other committees. Seeing this as an opportunity for further clarity, the Governance Committee charged all committees to develop individual calendars and had them compiled into one workbook accessible by all trustees. This level of transparency allows for new members of the board of trustees to identify what types of responsibilities they would have if they were to join a committee.

While every museum conducts board and committee work in various ways, accurately reflecting who and how decisions are being made is vitally important to the governance health of an organization. Developing a clear sense of transparency of how and when committees meet and make decisions ensures an appropriate level of checks and balances for the organization. Annually reviewing bylaws, committee activities, and responsibilities, contributes to a strong foundation in which our programmatic work can shine and be most effective.

Marcos Stafne, Ph.D. is the executive director of the Montshire Museum of Science in Norwich, Vermont. Serving both Vermont and New Hampshire, the Montshire’s mission is to awaken and encourage a lifelong interest in science through exhibits and programming dedicated to hands-on discovery and education for people of all ages. Stafne joined the Montshire in 2015 and came with a wealth of knowledge and experience in the field of museums. He served as vice president of programs and visitor experience for Brooklyn Children’s Museum, the director of education & visitor experience for the Rubin Museum of Art in New York City, and the director of public programs & traveling exhibitions at the New York Hall of Science in Queens, NY. He holds a Ph.D. in Urban Education from the Graduate Center of the City University of New York.