2018 AAM AGM in Phoenix, AAM Board accountability to members, AAM constitutional amendment needed, AAM member limitations to propose resolutions, AAM member rights compared to CMA, AAM rights of members, access to AAM Constitution?, disenfranchisement of AAM members, rights of AAM members, social justice, who owns AAM coporation?
As promised in my 26 March 2018 post “Museum Worker Political Action Necessary at AAM Phoenix AGM” (Thistle 2018a), I am now reporting on the response to inquiries made to the American Alliance of Museums about the ways & means of properly presenting a resolution to the Annual General Meeting of the AAM. I was able to find nothing of help on the AAM web site, so I asked the AAM conference organisers for this information. Not hearing back from them, I forwarded my request to the AAM membership department.
In brief, my query included:
I would very much appreciate information on the procedures required to get a resolution introduced, debated, & voted on at the AGM in Phoenix.
In response to a subsequent request for information from the AAM on the nature of the resolution to be proposed, I provided the following:
The kind of resolution I am urging that AAM members consider presenting is outlined & a draft provided in a post on my blog
The related blog post that was directed specifically at AAM members is found at
I highlight the issues I have identified with bolded text in the following e-mail response from Brooke Leonard, AMM Chief of Staff, to my inquiries above. I have coded significant issues in the reply with numbers in red font format  that will reference my comments on these issues below.
Brooke Leonard <firstname.lastname@example.org>
Fri 2018-04-13, 4:34 PM
Thank you for sharing these links. Labor and pay equity is an important topic for the field and one that certainly will be at the forefront of discussions at the AAM Annual Meeting in Phoenix. Since the discussion you are proposing for a vote does not fall into one of the categories for a membership vote as defined by our constitution, bylaws, and the District of Columbia Nonprofit Corporations Act  (i.e., votes for officers and board members; amendments to the constitution, articles of incorporation or bylaws; merger; membership exchange; sale of all or substantially all of the assets; domestication; conversion; or dissolution) , I suggest that the best place to engage other AAM members and AAM leadership in a conversation about future action is through AAM’s Open Forum on Diversity, Equity, Accessibility, and Inclusion  (Monday, May 7, 1:30 PM – 3:30 PM). The Open Forum was launched in 2016 with AAM’s Diversity Committee (DivCom) as a way for members of the museum field to discuss, debate, share ideas and concerns, and plan action around issues of diversity, equity, accessibility, and inclusion (DEAI). Many AAM Board Members and senior staff leaders attend  this event during the Annual Meeting and use the discussions to inform thinking and action plans around this focus area of AAM’s strategic plan.  The 2016 Open Forum led directly to the articulation of five key strategies for AAM’s current work in DEAI:
* Integrate diversity, equity, accessibility, and inclusion  into AAM’s practices, procedures, and programs by expanding diverse leadership within AAM’s board, staff, and volunteers; pursuing inclusivity and cultural competency through substantive learning and transparent policies; and modeling best practices.
* Build awareness in the field by continuously drawing attention to the rationale, the opportunities, and the inspiration for museum leadership to pay attention and proactively address these issues. 
* Offer professional development opportunities and resources to help museum professionals develop the skills and find the tools/resources to diversify their hiring practices and board recruitment, collections, and programs; and to be more inclusive and accessible in their operations, structure, and programming.
* Provide and celebrate case studies and tangible examples of best and next practices  for inspiration and tactical ideas that museums can adapt for their own institutions/communities.
* Support the field in its self-regulatory approach to museum excellence as it relates to inclusion, diversity, equity, and accessibility—including serving as a platform for discussion/debate about what museums should do and require of themselves  as well as providing self-assessment tools and better ways to measure the existing standards  that address diversity and inclusivity.
The Open Forum also contributed to the development of a cross-disciplinary Working Group on Diversity, Equity, Accessibility, and Inclusion. A report from that group will be launching on our website within the next month, and the group will report out on its work at the Annual Meeting on Sunday, May 6, from 4:00 PM – 5:15 PM.
Please let me know if you would like to discuss opportunities for hosting this conversation during the 2018 Open Forum. 
Brooke E. Leonard
Chief of Staff
T: 202.289.9139 | F: 202.289.6578
American Alliance of Museums
2451 Crystal Drive, Suite 1005
Arlington, VA 22202
 My question here is: Who actually “owns” & has the right to direct the American Alliance of Museums’ nonprofit corporation?
If not paid members (as individuals or nonprofit museum corporations), then who actually is entitled to: i) direct the affairs of the AAM NPO, ii) elect & instruct the Board of Directors, iii) endorse AAM Board & staff recommendations for action, iv) grant approval to overall aims & specific annual or 5-year objectives, v) endorse mission, vision, values, policies, & practices, vi) who can formally propose action on the preceding matters i) through v), & vii) who benefits from the AAM NPO operation?
Essentially, in my view a nonprofit organisation’s board of directors should be accountable to the members (as shareholders in the nonprofit corporation) for such matters rather than those identified in the AAM Constitution  which, by the way, is a significant document that seems not to be openly accessible to AAM members. I have asked to be provided with a copy, & will post it here as soon as it is received.
Am I the only one who has ever been concerned about the lack of democratic rights of AAM members to propose & vote on matters giving direction to the AAM Board?  
I am rather nonplussed by the above, I guess because I am used to the Canadian provincial (i.e. state-level) jurisdiction’s legislation governing nonprofit corporations paralleling those of the District of Columbia in the AAM case. For example:
My province Ontario’s Nonprofit Corporations Act, 2010 [the revision now awaiting proclamation] provides:
Member’s right to submit and discuss proposals
56 (1) A member entitled to vote at an annual meeting of the members may,
(a) give the corporation notice of any matter that the member proposes to raise at the meeting, referred to as a “proposal” . . . [emphasis added].
In Canada, beyond the relevant provincial & federal legislation regulating the operation of nonprofit corporations, the “Resolutions Policy” of the Canadian Museums Association (CMA: Canada’s counterpart to the AAM) states:
6. Resolutions may be brought forward on any issue of concern to CMA members, with the following exceptions:
• a resolution may not focus on only one particular institution or individual;
• a resolution may not direct the CMA Secretariat;
• a resolution may not be contrary to CMA policy, the CMA’s Constitution and By-law or the Canada Corporations Act.
(Background: It has long been CMA practice to speak for museums and museum personnel as a whole and to avoid becoming an arbiter in any individual problem. The purpose of a resolution is to direct the Board; it is then the Board’s role to direct the Secretariat [i.e. CMA staff]. An example of a resolution that would fall outside of the mandate/purposes of the CMA as stated in the Associations Constitution would be an expression about the war in Bosnia. An appropriate one would be an expression about the destruction of heritage sites in Bosnia (Canadian Museums Association 1996: 1) [emphasis added].
 In his above e-mail response to my inquiry, Mr. Leonard refers to the AAM Constitution’s provisions regarding AAM member’s rather restricted rights to vote on matters during the AGM. Sadly, the AAM web site fails to provide logged-in members any apparent access to this important governance document. I have not checked [yet], but I would hope that AAM Ethics, Standards, and Professional Practices dealing with governance documents for museums would require museum nonprofit corporations to provide open access to such founding charter documents & bylaws.
The only relevant hit from my logged-in search of the AAM web site for “constitution” is the AAM’s “Organizational Constitution, 2016” (American Alliance of Museums 2016a). This document, however, details only Mission & Operational Values. There are no sections in this document dealing with actual constitutional governance requirements such as proper procedures for arranging to get a motion on the floor of an AGM for a vote. I would anticipate such matters are prescribed by the AAM Constitution & Bylaws that I do not yet have in hand. Stay tuned for future posting of these documents here.
However, this American Alliance of Museums “Organizational Constitution, 2016” document does state under the Values section:
We welcome rigorous and respectful debate in the interest of achieving our goals, and we actively seek feedback from colleagues (American Alliance of Museums 2016a: 1) [emphasis added].
Really? Is this value actually put into practice in the governance of the AAM nonprofit corporation? Not according to the provisions of the AAM Constitution cited by Mr. Leonard in the above e-mail at  & . Any “respectful debate” on matters outlined in items i)-v) in my comments at  is not constitutionally allowed for AAM members.
The AAM’s 2016-2020 Strategic Plan (American Alliance of Museums 2016b: 1, 2, 3) provides some relevant direction concerning how AAM members are called on to participate in AAM activities [emphasis added by the author of this post]. Among the values espoused in the strategic plan are:
• Courage—We lead by being proactive, engaging different perspectives and taking risks. We are curious about what might be, challenge assumptions and encourage innovation.
In this observer’s view, I am not convinced that the AAM Constitution supports this value as applied to AAM members’ rights to propose & vote on AAM operational & policy matters.
• Thought Leadership: influence and inspire action . . .
• Define relevant issues and provide guidelines to help museums address ethical challenges and implement standards and best practices (American Alliance of Museums 2016b: 2, 4) [emphasis added].
In reality however, AMM members are prevented by the AAM Constitution from proposing resolutions to influence & inspire, define relevant issues, or suggest guidelines, standards, & best practices at meetings of the corporation.
As we pursue our goals, we will focus on topics that our membership strongly believes are vital to the future viability, relevance and sustainability of museums, including . . .: [emphasis added]
Sadly, under provisions on the rights of members in the current AAM Constitution, topics that members believe are vital, such as action on proven gender wage inequality & the need for AAM to undertake formal research on working conditions in the field (Thistle2018a & 2018b) are ineligible to be raised at AAM AGMs by AAM members who are constitutionally disenfranchised from broad elements of democratic governance of the AAM.
I think it important to note that the above Strategic Plan makes no mention of addressing working conditions or gender pay inequity. The latter issue really needs no further proof of its existence, having been reported by AAM for years. I believe strongly that AAM members should have the right to formally propose remedial action planning on this trending issue & others to the AAM.
With regard to unsustainable working conditions in museums that are the primary focus of this blog’s posts since 2012, the Strategic Approaches listed in the Plan (American Alliance of Museums 2016b: 2) fail to list any “approaches” to AAM members in pursuing AAM goals in terms of identifying issues.
 &  I urge AAM members who plan to attend the AGM in Phoenix to consider taking up Mr. Leonard’s invitation to participate in the Forum session to raise issues that AAM members are not allowed to propose for a vote at the AGM.
Essentially therefore, the above preliminary analysis—that has been rushed in the short time available since learning of the constitutional impediments before the AAM 2018 AGM in Phoenix—reveals that AMM members actually have been disenfranchised by the AAM Constitution from participating in the democratic process of effectively directing the organisation at the AAM AGM in Phoenix.
I apologise for feeling again that comparison to the Canadian Museum Association’s approach to its members is warranted here. Among the extensive expectations for museum workers propounded by the Canadian Museums Association are: possession of skills that analyse, create alternatives, act to minimise problems, & high value on original approaches to problem-solving (Canadian Museums Human Resource Planning Committee 1997: 15). Surely, these same skills are possessed by AAM members.
I therefore believe that AAM members surely can be trusted by the AAM nonprofit corporation to propose resolutions on original approaches for action to the Board of Directors who could then, as is the case in the CMA structure noted above, direct the AAM staff appropriately.
If not, then I believe the AAM should explain to its members exactly why not.
In conclusion, the upshot of this post has to be that AAM members must find out the procedures for submitting a notice of motion to amend the AAM Constitution to permit AAM members eligible to vote at the next AGM to expand the rights of the members to direct the AAM, as should be the legal right of such “shareholders” in the AAM nonprofit corporation.
Stay tuned here for forthcoming information on the proper procedures currently required by the AAM Constitution & Bylaws for proposing constitutional amendments as is the constitutional right of AAM members.
Given the short time available for coordinating the recommended notice of motion to amend the AAM Constitution at the 2018 AGM in Phoenix & the need to inform interested parties of the problem preventing member action, my comments on flagged items in Mr. Leonard‘s e-mail that I have numbered from  to  will have to wait for future posts on this blog.
American Alliance of Museums. 2016a. “Organizational Constitution, 2016.” Arlington, VA: American Alliance of Museums when logged in at https://www.aam-us.org/wp-content/uploads/2016/10/AAM-Organizational-Constitution-2016.pdf (accessed 19 April 2018).
American Alliance of Museums. 2016b. 2016-2020 Strategic Plan. Arlington, VA: American Alliance of Museums when logged in at https://www.aam-us.org/programs/about-aam/american-alliance-of-museums-strategic-plan/ (accessed 19 April 2018).
Canadian Museums Association. 1996. “Resolutions Policy.” Ottawa, ON: Canadian Museums Association.
Canadian Museums Human Resource Planning Committee. 1997. The Workforce of the Future: Competencies for the Canadian Museum Community. Ottawa: Canadian Museums Association.
Thistle, Paul C. 2018a. “Museum Worker Political Action Necessary at AAM Phoenix AGM.” Solving Task Saturation for Museum workers blog posted 26 March 2018 https://solvetasksaturation.wordpress.com/ (accessed 19 April 2018).
Thistle, Paul C. 2018b. “Action? on Museum Workers Leaving the Field and/or Poor Pay at 2018 CMA AGM?” Solving Task Saturation for Museum Workers blog posted 22 March 2018 https://solvetasksaturation.wordpress.com/2018/03/22/action-on-museum-workers-leaving-the-field-and-or-poor-pay-at-2018-cma-agm/ (accessed 19 April 2018).