Morals of Museum Administration

Morality Clauses, Conditioned Gifts, Donors, and The Board

By Andrea Canzano.

Recently, donors and governing boards have been under scrutiny for their personal affairs and affiliations. The Metropolitan Museum of Art and the Sacklers, The Museum of Modern Art, Leon Black and Larry Fink, The Whitney Museum of American Art, Nancy Crown, Pamela DeVos, and Warren Kanders, and The Los Angeles County Museum of Art and Tom Gores all have been a part of the debate surrounding the entanglement of donors’ and board members’ personal choices with the institution’s reputation and public perception. The United States public-giving structure for charitable institutions, includes “three main categories of revenue: contributions, program services, and earned income. The contribution category includes membership dues, fundraising, non-cash contributions, and grants.”^[1] Across the museum industry, contributions constitute more than half of all income, making typical incentives to donate, like a board seat or  naming rights, a priority.^[2] As institutions balance public criticism and the need for contributions they may need to ask themselves: can  a giving contract adequately  address a donor's and board member’s personal affairs, and how may such contract  provisions be challenged when the gift is conditioned by usual incentives to donate?

Some of the ways in which institutions may be sheltered from board and donor personal actions include the legal duties a board has to the institution, the American Alliance of Museums (“AAM”) governance guidelines, and morality clauses in their board member and donor gifting agreements. AAM’s Code of Ethics states that “museums must take steps to maintain their integrity so as to warrant public confidence,” while emphasizing that their governance, staff, and volunteers must encourage this goal while strengthening the museum’s “contributions to society.”^[3] However, in matters questioning a board member's personal affairs and donor gift negotiations, the AAM’s code and the prescribed legal duties may be difficult to enforce, despite the elevated public call for those financially supporting and making decisions at cultural institutions to observe a certain moral standard.