AAM Members to Lose Voting Rights?

Tags

, , ,

Introduction:

Full Disclosure: Late on 3 May 2019, I had received advance draft copies of the web pages & documents provided via e-mail to American Alliance of Museums (AAM) members today, 7 May 2019. Although my long-term AAM membership (since 1983) was cited as the reason for this valuable consideration, I am sure it also relates to my several communications with AAM staff & Board Chair concerning AAM member voting rights & potential changes to AAM Constitution that I was recommending (e.g. Thistle 2019). This post was expanded by adding Section 24 (1) below on 9 May 2019.

From my experience over more than a year now, I have come to realise that I just don’t get American nonprofit organisation culture. Although I have worked for a museum owned by a private college in the United States, I am a Canadian & the majority of my museum career has been spent working for nonprofit museum & archives organisations that are registered charities in Canada.

Here, for what follows, I provide some Canadian context from the Province of Ontario where I currently live. Ontario is a parallel jurisdiction to the District of Columbia under which the AAM is registered as a nonprofit corporation. Under the Ontario Not-for-Profit Corporations Act, 2010, the members of Ontario nonprofit corporations (including my regional professional museum organisation) are guaranteed the following democratic rights to participate directly in governance of the nonprofit corporation (Ontario 2010):

Election and appointment of directors

Election and term

Section 2(1) At the first meeting of the members and at each succeeding annual meeting at which an election of directors is required, the members shall, by ordinary resolution, elect directors to hold office for a term expiring not later than the close of the fourth annual meeting of the members after the election, as provided in the by-laws.  2010, c. 15, s. 24 (1) [emphasis added]. . .

Member’s right to submit and discuss proposals

Section 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”; and

(b) discuss at the meeting any matter with respect to which the member would have been entitled to submit a proposal.  2010, c. 15, s. 56 (1) [emphasis added].

Beyond this law, the Canadian Museums Association, that is the parallel national professional museum organisation to the AAM, states in its nonprofit corporation By-Law No. 1. § 4.2 (Canadian Museums Association 2014: 2):

Section 2. Duties of the Board of Directors.
The Board of Directors shall be responsible to the membership for the formulation of policy and the management of the affairs of the Association [emphasis added].

Further, the “CMA Annual General Meeting Resolutions Policy and Procedures” (Canadian Museums Association 1996: 1) states:

Purpose: [first bullet] assist members of the CMA in directing its Board of Directors [& continuing below] Resolutions may be brought forward on any issue of concern to CMA members [emphasis added].

As followers of this blog’s posts in the AAM Governance category will have read here previously, I have been unsuccessful in finding ways & means of putting issues regarding the expansion of member voting rights before the American Alliance of Museums—either at an AGM or otherwise. For example, see my letter to the AAM (Thistle 2019) for my recommendations on expanding voting rights for AAM members.

I finally was successful in gaining access to AAM governing documents (Thistle 2018c: 1-5). However, I have had no response to 3 or more requests to AAM staff & Board Chair for process details regarding how AAM members currently are allowed to propose changes to the AAM Constitution (Thistle 2019; Thistle 2018b).

Discussion of Proposed Amendments to AAM Governing Documents:

For me as a member in good standing of AAM, today’s e-mail raises the following concerns & questions:

The e-mail stated that the “AAM members are entitled to a number of benefits . . .” Also mentioned is “In addition, all members are entitled to vote on particular matters, as set out in the AAM governing documents” (American Alliance of Museums 2019a). However, AAM members should take special note that the proposed changes to AAM governing documents will eliminate our right to vote in future.

The Member Vote Information page linked in today’s e-mail states: “members would retain their membership benefits, but would no longer be entitled to vote on future governance document changes or to elect directors to AAM’s Board in the event of a contested slate” (American Alliance of Museums 2019a) [emphasis added].

QUESTION 1: In light of the commitment to communicate transparently (AAM 2019a), exactly why is it “impractical to have meaningful participation by all members in the governance of the organization” (American Alliance of Museums 2019b: 1) [emphasis added] as is provided for in the current AAM Constitution & Bylaws (American Alliance of Museums 2012: 4, 5, 6)?

Further, the AAM has provided the following summary on the Questions and Answers about the Vote web page (American Association of Museums 2019b):

The effect of these amendments is to remove the members’ right to:

    • Approve amendments to AAM’s Articles of Incorporation
    • Approve amendments to AAM’s Constitution (as the Constitution will now be incorporated into the Bylaws, which are approved by the Board)
    • Elect directors to the Board in the event of a contested election, and
    • Approve any merger, membership exchange, domestication, conversion, sale of all or substantially all of AAM’s assets, or dissolution of the organization.

. . .The Board of Directors “would have sole authority to appoint new directors and approve the items noted above (American Alliance of Museums 2019b) [emphasis added].

Elsewhere, the Q&A page states: “AAM has embraced new opportunities to engage and involve members; many of them are outlined on our website.”

QUESTION 2: Why exactly are democratic voting rights for members not appropriate means to engage us?

From the Restated ARTICLES (American Alliance of Museums 2019c: 3):

F. Article FOURTH is hereby amended by replacing the existing provision with the following:

The Corporation shall have no members within the meaning of the Act” [emphasis added].

QUESTION 3: What is the definition of “member” in proposed new Articles compared to the identical term “member” employed in the new proposed Bylaws as follow?

AAM – Restated Articles, ARTICLE 11. MEMBERSHIP

SECTION 11.01 Membership of the Corporation shall be composed of Individual and Institutional members in such membership categories as the Board of Directors shall determine. Members shall not be eligible to vote (American Alliance of Museums 2019c: 9) [emphasis added).

Because the proposed new Articles assert that the “Corporation shall have no members,” I argue that there must be a clearly defined distinction between the identical terms used in the new Articles vs. the Bylaws. The AAM probably should use another term in the Bylaws for clarity’s sake—perhaps by substituting the word “adherent”? This is the term used by my church’s nonprofit corporation. It is reserved for those individuals who attend, but are not considered to be “members” & thereforealthough welcome to attend meetingshave no right to vote at annual & other church business meetings—just as is the intent of the proposed changes to AAM governing documents.

Therefore, the planned on-line vote on proposed changes to governing documents using a survey website (American Alliance of Museums 2019b) with the deadline of 28 June 2019 potentially will be the last vote ever cast by AAM “members”—in the sense used in the proposed Articles, now apparently an endangered species.

As I have argued on this blog previously, membership in my church as well as every Canadian professional museum & archives organisation I have ever belonged to makes me a shareholder of the nonprofit corporation & it gives me the legal right to vote on governance & other matters aimed at directing the respective boards—as is the right of a shareholder. Again, I don’t comprehend the American nonprofit culture here. I need answers to these questions in order to get my mind around the need for a professional museum organisation to disenfranchise its members so we become mere adherents.

Moving on, the proposed Bylaws state the following:

SECTION 6.01 The candidates for Board Members shall be the slate submitted by the Governance and Nominating Committee to the Board of Directors for its consideration. Board Members shall be elected by the Board of Directors by the affirmative vote of a majority of Board Members present at a meeting at which a quorum is present (American Alliance of Museums 2018b: 4) [emphasis added].

Making reference to AAM policies beyond the documents outlining proposed changes to the governance model provided by the AAM today, let’s analyse the above proposal. First, according to AAM Core Standards: Public Trust and Accountability (American Alliance of Museums 2018a), “The museum is committed to public accountability and is transparent in its mission and its operations.” Second, AAM Ethics, Standards, & Professional Practices states: “ensure museums hold themselves accountable to their peers and their publics” [emphasis added].

QUESTION 4: In light of the above 2 paragraphs, to whom then is the AAM Board of Directors accountable under the proposed amendments?

Personally, when I consider the proposed governing structure, one of the first ideas that comes to mind is the AAM Board of Directors as an “oligarchy.” A supplemental question arising: What are the checks & balances that will give AAM adherents confidence in the democratic functioning possible under this new governance model?

By the way, the proposed new Bylaws Section 6 Membership (American Alliance of Museums 2018b: 4) does not require that no more than half the members of the Board of Directors can be from a single AAM region as is the restriction under the current Constitution on accepting nominations to the Board by petition of members as well as for member-proposed amendments to the Constitution (American Alliance of Museums 2012: 4-5, 6).

QUESTION 5: Why has this stipulation for what one might call regional “diversity” been neglected for the management of territorial origins of future AAM Board members?

Conclusion:

Given my concerns & questions above regarding some of the changes to the structure of governance proposed in today’s communication from the American Alliance of Museums, I can only urge AAM members in the strongest possible terms to carefully review each one of the web pages linked and the documents provided by our nonprofit corporation today to prepare yourselves effectively so you can be a fully-informed voter.

As readers of this post might guess, pending any answers to the questions above that might be published, I will be voting AGAINST the proposed changes.

In my view, the democratic voting rights of nonprofit corporation “members” are worth preserving.

References Cited:

American Alliance of Museums. 2019a. “Member Vote Information” web page. Washington, DC: American Alliance of Museums https://www.aam-us.org/programs/about-aam/member-vote-information/ (accessed 7 May 2019).

American Alliance of Museums. 2019b. “Questions and Answers about the Member Vote” web page. Washington, DC: American Alliance of Museums https://www.aam-us.org/programs/about-aam/questions-and-answers-about-the-member-vote/ (accessed 7 May 2019).

American Alliance of Museums. 2019c. “AAM – Restated Articles (Proposed May 2019).” Washington, DC: American Alliance of Museums https://www.aam-us.org/wp-content/uploads/2019/05/Restated-Articles-of-Incorporation.pdf (accessed 7 May 2019).

American Alliance of Museums. 2018a. “Core Standards: Public Trust and Accountability” web page modified 1 March at https://www.aam-us.org/programs/ethics-standards-and-professional-practices/public-trust-and-accountability-standards/ (accessed 6 May 2018).

American Alliance of Museums. 2018b. “AAM – Bylaws Accepted by AAM Board, July 2018.” Washington, DC: American Alliance of Museums modified 17 April 2019 at https://www.aam-us.org/wp-content/uploads/2019/05/Revised-Bylaws-for-reference-1.pdf (accessed 7 May 2019).

American Alliance of Museums. 2012. “Constitution and Bylaws.” Washington, DC: American Alliance of Museums modified 20 July 2015 at https://www.aam-us.org/wp-content/uploads/2019/05/Revised-Bylaws-for-reference-1.pdf (accessed 7 May 2019).

Canadian Museums Association. 2014. Constitution & By-law No. 1. Canadian Museums Association: Ottawa https://museums.in1touch.org/uploaded/web/docs/Bylaw_1.pdf (accessed 7 May 2019).

Canadian Museums Association. 1996. “CMA Annual General Meeting Resolutions Policy and Procedures.” Ottawa: Canadian Museums Association https://solvetasksaturation.files.wordpress.com/2018/03/cma-6-resolutions-policy-en.pdf (accessed 18 March 2019).

Ontario. 2010. Not-for-Profit Corporations Act, 2010. S.O. 2010, CHAPTER 15 at   https://www.ontario.ca/laws/statute/10n15#top (accessed 5 May 2019).

Thistle, Paul C. 2019. “Letter Thistle to Leonard Re: Needed Amendments to Constitution & Bylaws” 28 January ]https://solvetasksaturation.wordpress.com/?attachment_id=1326 (accessed 7 May 2019).

Thistle, Paul C. 2018a. “Museum Worker Political Action Necessary at AAM Phoenix AGM.” Solving Task Saturation for Museum Workers blog posted 26 March at  https://solvetasksaturation.wordpress.com/2018/03/26/museum-worker-political-action-necessary-at-aam-phoenix-agm/  (accessed 6 May 2019).

Thistle Paul C. 2018b. “Museum Worker Political Action Necessary at AAM Phoenix AGM UPDATE I.” Solving Task Saturation for Museum Workers blog posted 20 April at https://solvetasksaturation.wordpress.com/2018/04/20/museum-worker-political-action-necessary-at-aam-phoenix-agm-update-i/ (accessed 6 May 2019).

Thistle, Paul C. 2018c. “Letter Thistle to Alba Chu Re: Member Access to AAM Constitution, Bylaws, & Motion Procedures” 4 June https://solvetasksaturation.wordpress.com/?attachment_id=1327 (accessed???).