Good governance is one of the keys to success in the museum field. It can mean the difference between a museum that is thriving and one that is struggling. I have chaired sessions at the past six NEMA conferences on museum ethics and governance. During these sessions, attendees submit anonymous questions about their governance concerns to the panel for discussion. These discussions are always eye-opening, revealing the negative impact dysfunctional board practices can have on a museum. I have come to believe that museum boards have to be just as professional as the staff if the museum is to achieve its vision.

The basics of good governance and board responsibilities are clear. Board members must:

• support the mission
• provide adequate resources
• operate legally and ethically
• have a clear understanding of board roles and responsibilities
• engage and support qualified staff

Good governance best practices include —

• Evaluating the mission and making sure that programs are tied to the mission
• Hiring and annually reviewing the position of museum director
• Developing future plans and providing the resources required to fulfill the plans
• Seeing that the collections and historic structures are properly cared for
• Enlisting new board members and undertaking a self-evaluation periodically
• Striving to enhance the relevance and reputation of the museum

In this article I use quotes from these conference session discussions to illustrate ten areas that affect good governance. The names are withheld to protect the innocent!

Fiduciary responsibilities:

“My board chair uses his position on the board to solicit clients for his business.”

Museum board members have three fiduciary duties required by law: the duty of care, the duty of loyalty, and the duty of obedience. Ignorance of these duties is no excuse under the law. The duty of care means that they must give the same care and concern to their board responsibilities as any prudent person. The duty of loyalty means that they must place the interests of the organization ahead of their own interests. The duty of obedience means that the museum board and staff must follow the law. These fiduciary duties are not just good governance, they are the law.

Cultural balance sheet:

 “A member of my board arranged for an exhibit that supported her controversial agenda and caused the museum to be pilloried in the press.”

A board that is engaged in practicing good governance does not limit itself to the basics. Members of boards who take good governance seriously take their own roles in advancing the reputation of the museum seriously. They believe that the cultural balance sheet is just as important as the financial balance sheet. They need to be alert to the ever-changing environment in the community, the nation, and in the museum field itself as they plan for their museum.

Supporting the mission:

“I am not even sure that my board knows what the mission is.”

Every museum has a mission. Good governance suggests that the mission be reviewed periodically by the board and staff to make sure that it describes the results that you seek to achieve. Strategic planning follows naturally and is a process that can help the board and staff to focus on what is working, what is not working, and where you hope to be in three-to-five years. It should provide a time frame, budget, and the leadership for the various strategies and tactics. Its benefits outweigh the effort required. Strategic planning provides for group action which is an important outcome of good governance.

Financial resources:

“Some of our board members never contribute to the annual fund.”

Good governance requires the museum provide adequate financial resources for the operation. That would mean that there is 100% board participation in the annual fund. Anything less than that is not good governance. No specific amount is required, just that they donate. The museum should have a written development plan approved by the board.

Ethical concerns:

“A donor at our museum is willing to fund the curator’s position if the curator spends 50% of her time on the donor’s area of interest, although it does not relate to our collection.”

Awareness about ethical issues are an important part of good governance. Conflicts of interest can happen. A museum risks its reputation as well as its tax-exempt status if it does not adhere to legal and ethical standards. Every board needs a written conflict of interest policy that is reviewed annually at a meeting and should conduct self-evaluation periodically.

Board committees:

“Committees at my museum are just an excuse for a cocktail party.”

A board practicing good governance often has a strong standing committee structure that actively includes and supports the staff. These board members understand their role. Each committee has a written purpose, reports to the board as needed and annually provides an assessment of what it has accomplished along with its vision for the next year. Committees can foster the sharing of information between all levels and departments and provide informal opportunities for the board and staff to build connections. They are also a good source of prospective board members and volunteers. The executive committee can be a great resource for the board chair. They should be just that, however, not a mini-board.

Board chair vs. museum director:

“My board chair insists upon meeting for coffee every morning. I am exhausted finding things to discuss and it feels like micromanagement.”

In Ethics, Standards, and Professional Practices, the American Alliance of Museums says that “Good governance is the foundation that enables a museum to succeed. The effective operation of a museum is based on a well-functioning governing authority that has a strong working relationship with the museum director.” It is this supportive relationship between board leadership and staff management that is often the key to great governance and the success of the museum.

For good governance, the relationship between the museum director and the board chair needs to be cordial, respectful and trustful. The museum director should feel comfortable speaking with the board chair about the day-to-day operations in the museum, personnel issues and any other concerns. Each are busy individuals and the method of communication can simply be emails or texts followed up by meetings convenient to both. If the museum director and the board chair can operate as a team, then they support and complement each other. They do not compete. They understand their different roles. Working together they energize the board.

Effective meetings:

“My board meets theatre style in an auditorium. It is not very conducive to conversation.”

Meetings of the board are an important part of good governance. The board chair should be comfortable running the meeting. The board chair and the museum director plan the meetings together and they sit beside each other at the meeting. This is a visual acknowledgement that they are a team but this also allows the museum director to support the board chair with quiet observations or comments. The meeting calendar is scheduled well in advance since members often have busy personal or work calendars. The meetings should take place in a comfortable space with adequate seating around a table so that board members can see each other.

Members should be comfortable choosing a different seat at each meeting. The point is to build camaraderie. A “meet and greet” period with light refreshments before the meeting will encourage members to arrive early.

Meeting content:

“My board is never sent information in advance of the meetings. We have to spend meeting time reading the materials and there is never enough time for discussion.”

Well-run meetings help to keep board members engaged. The agenda and other materials are sent out in advance. Some boards prefer a consent agenda so that the meeting has plenty of time for discussion or presentations. Discussion topics are posted in advance. Stories about the day-to-day operation from the museum director enliven any meeting. In this sense, the museum director gives two reports at every meeting, the formal written report and an informal spoken report. This informal report can help the board to better understand “behind the scenes” and the workings of the staff. It often offers light moments to a generally serious meeting.

Comfortable communication:

“Our staff is told never to speak to members of the board.”

• Good communication is vital for good governance.
• The board chair should speak with board members regularly in both individual and group settings.
• Board members should get to know the staff. The staff should assist the board whenever possible but they have their own roles and responsibilities. They are not the board.
• Executive sessions without the museum director allow a board to discuss topics as candidly as they choose. The museum director needs to understand that this is a good governance practice and is not threatening.
• An annual board retreat can open up important lines of communication. The retreat is usually organized by a member of the board working with the board chair and the museum director. This meeting does not have to take more than a few hours if it is well managed. It probably should include a meal.
• An annual board and staff supper is an enjoyable way to open up communication. No agenda. Just good food and conversation.

Good governance is empowering. Try it!