The Douglas Henry State Museum Commission (DHSMC) met at 10:00 a.m. on April 9, 2018 in the Museum Experience Room (MER), Level D of the Tennessee State Museum (TSM) with Chairman Thomas S. Smith presiding.
Members Present
Thomas S. Smith, Chair
Nancy Baker De Friece, Vice Chair
Harbert Alexander
Victor Ashe
Tina Hodges
Walter Knestrick (phone)
Deanie Parker
Laura Travis
Senator Bo Watson (phone & present)
Eleanor Yoakum
Ex Officio:
Robert Buchanan, Tennessee Historical Society Chair
Ashley Howell, TSM Executive Director
Members Absent
Pete Claussen
Deputy Speaker Steve McDaniel
Representative Charles Sargent
Participating Guests in Attendance
Alex Rieger, Deputy Attorney General
Kathryn Baker, Assistant Attorney General
Participating TSM Staff
Mary Jane Crockett-Green, Deputy Director/Director of Administration
Sharon Dennis, DHSMC Liaison
Dan Justice, Museum Technical Coordinator
Joe Pagetta, Director of Communications
Dan Pomeroy, Chief Curator/Director of Collections
Call to Order
Chairman Thomas S. Smith called the meeting to order at 10:00 a.m. and proceeded with roll call. He verified that a quorum was present following roll call and presided over the following business.
Welcome and Introduction
Chair Smith welcomed everyone present and DHSMC members on the phone.
Approval of Minutes from the January 8, 2018 Quarterly Meeting
Chair Smith entertained a motion for approval of the minutes from the Quarterly meeting on January 8, 2018. Harbert Alexander moved to approve the minutes; Laura Travis seconded. There being no discussion, the Commission voted and unanimously approved the January 8, 2018 Quarterly meeting minutes.
Signed Annual Conflict of Interest Forms
Chair Smith asked if all the Annual Conflict of Interest forms were signed and returned. All were reported signed and returned with the exception of Victor Ashe. Chair Smith asked that Commissioner Ashe sign and return.
Collections Committee (CAC) Report
Chair Smith recognized CAC Chair Deanie Parker who stated that in preparation for AAM reaccreditation, the TSM Code of Ethics currently housed in the Collections Manual could be misinterpreted as a code for the collections department staff and not the entire TSM staff. Ms. Parker moved to approve removal of the Code of Ethics from the Collections Manual to present as a universal stand-alone document for all TSM staff; Eleanor Yoakum seconded. Chair Smith called for questions or comments; hearing none, he called for a vote. The Commission voted and unanimously approved the removal of the TSM Code of Ethics from the Collections Manual to become a universal stand-alone document for the entire TSM Staff.
Ms. Parker asked that Director of Collections Dan Pomeroy briefly speak on two from the Artifact Acquisitions Report that include Red Grooms works donated by Walter and Sarah Knestrick and a quilt from Decatur County. Chair Smith recognized Mr. Pomeroy who discussed receiving fifty-nine additional pieces of Red Grooms art donated by Walter and Sarah Knestrick per a promised gift agreement which will ultimately compile a complete inventory of Red Grooms printed works. Also, he noted the desire to have a quilt from each of the 95 counties and the receipt of the first from Decatur County circa 1885 – 1915 by Millie Tucker Ramey.
Budget Report
Chair Smith recognized TSM Deputy Director Mary Jane Crockett-Green, who began by stating the Budget Report reflects spending through February 28 and concluded that the budget remains on target as the museum enters the last quarter of the fiscal year. Chair Smith thanked Ms. Crockett-Green for her report.
Best Practices Discussion
The Chair recognized the Best Practices Committee members consisting of himself, Victor Ashe, Senator Bo Watson, Representative Charles Sargent, Representative Steve McDaniel and AFC Chair Harbert Alexander. He announced working with TSMF Chair Dr. Paul McCombs, and TSMF Audit Committee Chair Dianne Neal in seeking a written agreement; the basis of which is to solidify and formalize the DHSMC, TSM and TSMF relationship. The Chair explained the TSM is under the supervision of the DHSMC via Director Ashely Howell and the TSMF is a separate entity chartered by the State, is a stand-alone 501(c)(3) and is not under the direction of the TSM or the DHSMC.
The Chair focused on issues pertaining to the TSM reaccreditation process taken from AAM’s publication, National Standards and Best Practices for U.S. Museums.
Loyalty to mission. To insure accountability and informed decision making, museums should develop written policies, approved by their governing authorities, guiding the museums development and management of business and individual support in a matter that protects their assets and reputation and is consistent with their mission. (p. 64)
Supporting group: A group whose primary purpose is to support the museum but that has no governing authority or responsibility for the museum.
External supporting groups are informal associations or separately incorporated nonprofit entities. They are independent of the museum in their own governance. AAM expects there to be a letter of understanding, a management agreement or other documentation detailing the relationship between an external supporting group and the museum’s governing authority. (p. 90)
For AAM reaccreditation, the TSMF would be categorized as a support group.
Chairman Smith Statement
“In preparing for our reaccreditation with the AAM, the director has advised me to fully expect a request from AAM to provide a written agreement with our support organization. We currently do not have a written agreement with the TSMF, which I confess; I did not know there was not an agreement between the DHSMC/TSM and the TSMF. Equally important are the results of the November 22, 2017 Limited Review letter by the Comptroller of the Treasury which outlined the following and I quote, “The DHSMC is scheduled to terminate on June 30, 2020. To prepare for a future Sunset Audit, we recommend that the TSM fully address corrective action of each finding in the September, 2015 Performance Report and insure that new processes and procedures are in place and operating effectively including the findings that were not part of this letter and review. And ensure that these duties and responsibilities of the museum and foundation operations are completely separate with no overlap and supervision of day-to-day tasks.
Here is the bottom line. The TSMF has part-time and full-time employees. Over the years, there has been a historic practice of TSM employees acting on behalf of and doing work for TSMF. This is troubling to the Comptroller and therefore troubling to the DHSMC. This is part of the impetus that is driving the Best Practices effort. Last Friday we received a draft of a working agreement prepared in conjunction with Deputy Attorney General Rieger’s office related to a working agreement between DHSMC/TSM and the TSMF. Meaningful discussion with TSMF Chair and Audit Committee Chair has been ongoing. The Best Practices Committee has this document and we will share it with the full commission shortly. The TSMF has asked for more discourse on the matter.
My goal today is for the full commission to review and discuss this and for myself and the Director to move forward in working with the TSMF towards a signed agreement that provides for our continued relationship in a positive manner. The TSMF meets in about a month and hopefully if we approve this draft today, TSMF may work toward an approved agreement as well. “
The Chair called for discussion which included the following:
· Timeline for reaccreditation – self-study is due July 1, 2018 followed by AAM feedback/questions, peer review, a site visit and AAM’s decision.
· The need to give the director the tools needed for future fundraising.
· The net balance to TSM from TSMF fundraising after TSMF expense deductions.
· Communication between TSMF and DHSMC.
· Separation of duties between TSM Staff and TSMF staff per State Comptroller.
Chair Smith paused the discussion while waiting for copies of both the TSM/DHSMC/TSMF Agreement draft and Operating Guidelines draft and moved to the Executive Director’s report.
Executive Director Report/Media
Chairman Smith recognized Executive Director Ashley Howell who opened her report playing a video about the Traveling Trunks program produced by TSM staff. The video was produced for The Big Payback of the Community Foundation of Middle Tennessee. The video will be modified for future use as well for speaking engagements, the TSM website and social media platforms. Referencing the Executive Director’s written report in the meeting books, Ms. Howell discussed specific TSM initiatives.
Teacher Workshops throughout the State
For the first time in addition to the workshops in the winter report, TSM is offering Teacher Workshops throughout the State this summer. One additional Teacher Workshop has been scheduled for West Tennessee in Union City. Travel is also scheduled for May to East Tennessee to meet with school superintendents. Director Howell thanked Vice Chair De Friece for making the introduction.
New Museum Progress
Director Howell discussed new museum progress including the care and logistics of moving artifacts. In addition, the museum closing event “Pack the Wagon” is scheduled for May 5. Director Howell also thanked Chairman Watson and Chairman Sargent for their ongoing questions about the increased financial needs of the new museum and its operation, and the Digital Learning Center experience. The museum budget was passed. The grand opening date has not yet been solidified.
Collections Storage
Artifacts not moving to the new museum will remain in the Polk building. The museum is working with the Department of General Services on a permanent storage facility off Cockrill Bend. Off-site collections storage facilities are usual and customary for major museums throughout the country.
The Military Branch Museum
The War Memorial Building, which houses the Military Branch Museum per statute, is scheduled for renovation in 2022-2023. The history of the TSM in the War Memorial, the condition of the military artifacts and the Military Branch Museum’s future in this space was discussed. Director Howell shared ongoing discussions with the Veteran’s Caucus and TN Department of Veterans Affairs Commissioner Many-Bears Grinder about specific opportunities for future engagement with Veterans.
Red Grooms’ Tennessee Fox Trot Carousel
The Fox Trot Carousel established by the City in 1997 was donated to the TSM in 2003 and has been stored for the last 15 years. Director Howell expressed the need for a business plan to examine renovation and ongoing operations of the Carousel. She asked the DHSMC to move this item to action.
Chair Smith called for a motion. Victor Ashe moved that the Chair establish an ad-hoc Carousel Committee to support the goals identified by Director Howell and to determine the final disposition of the Red Grooms’ Tennessee Fox Trot Carousel; Harbert Alexander seconded the motion.
Chair Smith called for discussion which included fundraising, location, marketing appeal and ongoing operations of the Carousel. Following discussion, the Chair called for a vote on the motion which passed unanimously with no abstentions.
Director Howell concluded her report stating the museum’s main priority is opening the new Tennessee State Museum and thanked the staff of the museum for their ongoing efforts.
Chair Smith thanked Director Howell for her written and oral reports and reiterated his gratitude for Director Howell’s leadership in working on behalf of the State and the DHSMC as outlined in her comprehensive strategic plan.
Best Practices Discussion continued
Following Director Howell’s report, Chair Smith resumed discussion of best practices to allow a break for the DHSMC to review the Agreement draft and Operating Guidelines draft with the TSMF. Discussion included note of non-exclusivity and the ability for the creation of other support groups.
Director Howell differentiated between Capital fundraising by Stones River Group for the new museum and the TSMF operating fundraising. Operationally the museum receives approximately 10% after TSMF operational expenses are paid. A Public/Private partnership must move to a model where TSM receives 80 – 90% of the net raised. That is a best practice. Director Howell stated it is imperative that TSM and TSMF work in concert with one another. Donors give to the mission of the museum. To the point, Chair Smith stated that is what the Agreement/Operating Guidelines drafts are designed to do.
Prior to the motion, General Rieger recommended as a matter of protocol that since the Agreement and Operating Guidelines are not in final form, that we continue using the drafts as they may be incorporated or possibly promulgated.
Victor Ashe moved that the Commission authorize the chair in conjunction with the Best Practices Committee to continue negotiations with the TSMF using the Agreement/Operating Guidelines as a rough draft to address the matters from the Comptroller’s office with the final document returned to the full Commission for approval.
Senator Watson moved to amend the Operating Guidelines draft:
IV.2: Provide support, defined as direct financial contributions or in-kind support (subject to the Director’s approval), to the Museum equal to a minimum of 85% of the total gross revenue generated by the Support Group.
IV.12: On an annual basis, ensure that no more than 15% of the funds raised by the Support Group are spent as costs for Support Group administration, including wages and other solicitation/fund-raising.
Victor Ashe moved to add Senator Watson’s amendment to his motion. For the motion, Senator Watson specified that negotiations include setting up a support range of 80 – 90% of the total gross revenue. Deanie Parker seconded the motion.
Chair Smith declared it is his goal to reach an agreement that is acceptable to both the TSMF and the DHSMC and called for a vote on the motion. The motion carried unanimously with no abstentions.
Acknowledgments
Vice Chair De Friece recapped activities from Director Howell’s recent trip to East Tennessee and expressed her appreciation for Director Howell’s interest and work in East and North East Tennessee.
Laura Travis acknowledged the Citizen Tribune article in the media section of the meeting books noting she has now lead 62 tours from Rhea County to the museum and Capitol.
Fundraising for New Museum
Senator Watson asked the current amount in pledges and money in the bank. Director Howell stated that Consultants Mark Cate and Emily Reynolds from Stones River Group have raised approximately $30 million. Some pledges are on a five-year pledge schedule. Every June and December the TSMF will report and facilitate transfer of payments to the State. Director Howell will follow up and report on money in the bank.
New Business
Chair Smith announced that the first item under New Business was the Nominating Committee’s report and the election of DHSMC officers for the next year. In the absence of Representative Charles Sargent, the committee’s chair, he recognized Laura Travis who reported that the Nominating Committee met at 9:30 a.m. on Monday, April 9, 2018 and announced the Nominating Committee submits nominees Thomas S. Smith for Chair and Nancy De Friece for Vice Chair and closed the report.
Chair Smith recognized Laura Travis who on the recommendation of the Nominating Committee moved that Chairman Tom Smith be reelected as Chair and Nancy De Friece be reelected as Vice Chair. Chair Smith called for discussion. A discrepancy between the DHSMC Bylaws and the TCA was identified regarding term limitation of the Chair. Deputy General Rieger stated the bylaws do in fact limit the chair; however, TCA 4-20-302 does not term limit the Chair and TCA supersedes the bylaws. It was suggested that the bylaws be changed to comply with the TCA.
General Rieger confirmed that the provision of term limitation has existed in the bylaws since the first adoption and stated even though the bylaws do not stand as a bar to the Nominating Committees recommendations, that having inoperative provisions in the bylaws is not desirable and he recommended that the bylaws be amended as soon as practicable. When asked how this impacts the actions of the Nominating Committee and this vote today, General Rieger confirmed that because the TCA controls the portion of the bylaws that conflicts with the statute, it is void and inoperative and does not stand in the way of the Nominating Committee’s recommendation nor the commission’s action today. He did note the bylaws require a 21 day advance written notice for amendment and he suggested the DHSMC begin that process to amend the bylaws.
Laura Travis asked the Chair to call for a vote on the motion on the floor of the Nominating Committees recommendation; Eleanor Yoakum seconded the motion. The Commission voted to re-elect Tom Smith as Chair and Nancy De Friece as Vice-Chair unanimously with no abstentions.
Chair Smith asked that General Rieger prepare the amendment to the bylaws and that Ms. Dennis notice the Commission appropriately of the proposed bylaws amendment. Discussion followed regarding the TCA 4-20-301 term limitations and appointments with or without term limitations. Further discussion suggested that commission members should state their opinions on term limits before either changing the bylaws or asking the Legislature for a change in statute.
Public Comments
Ann Toplovitch, Executive Director of the Tennessee Historical Society (THS) commended the DHSMC for its work on the new TSM and acknowledged Director Howell on her first anniversary expressing the THS is thankful for her leadership.
Chairman Smith stated; “as chair of this commission, the experience of having a director like Director Howell has made my job and the job of this commission much better.”
Upcoming Meeting Dates
Chair Smith announced the upcoming Quarterly meeting dates of July 9, 2018, October 8, 2018, January 14, 2019 and April 8, 2019 with meeting locations to be determined.
Announcement Made
Laura Travis announced the Scopes Trial Museum and Rhea County Courthouse are in the final stages of renovation and invited the DHSMC to consider a future meeting in Rhea County.
Adjournment
Chair Smith thanked those present and on the phone for their attendance. There being no further discussion, the Chair called for a motion to adjourn. Harbert Alexander moved to adjourn the April 9, 2018 DHSMC Quarterly meeting. The meeting adjourned at 12:12 p.m.
Main Motions Summary
Motion: Moved by Harbert Alexander to approve the January 8, 2018 DHSMC Quarterly Meeting minutes. The motion carried unanimously with no abstentions.
Motion: Moved by CAC Chair Deanie Parker to approve the removal of the TSM Code of Ethics from the Collections Manual to become a universal stand-alone document for the entire TSM Staff. The motion carried unanimously with no abstentions.
Motion: Moved by Victor Ashe that the Chairman establish an ad-hoc Carousel Committee to support the goals identified by Director Howell to determine the final disposition of the Red Grooms’ Tennessee Fox Trot Carousel. The motion carried unanimously with no abstentions.
Motion: Moved by Victor Ashe to empower Chairman Smith and Director Howell to move forward to reach an agreement that is acceptable to both the TSMF and the DHSMC/TSM which includes setting up a support range of 80 – 90% of the total gross revenue and to bring back a final draft to the DHSMC for approval. The motion carried unanimously with no abstentions.
Motion: Moved by Laura Travis that the DHSMC approve the Nominating Committee’s recommendations to reappoint Tom Smith to serve as DHSMC Chair and Nancy De Friece as DHSMC Vice Chair. The motion carried unanimously with no abstentions.
Motion: Moved by Victor Ashe to commend Commissioner Parker and Commissioner Claussen for their service on this commission. The motion carried unanimously with no abstentions.
Motion: Moved by Harbert Alexander to adjourn the meeting. Chair Smith Adjourned the meeting at 12:12 p.m.