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Chartering :: Chartering a Museum

Museums originate for the purpose of collecting, preserving and interpreting collections of objects. Although a membership component is primary to a historical society, a museum may exist without one. In Addition, the focus of a historical society is usually on history, while that of a museum may be on art, science, history or any combination of the three.

Organizing a Museum

Museums are organized by people who have responsibility for collections of artistic, scientific and historical objects, or the desire to acquire such collections, and the potential or actual resources to preserve them. Since the collections are the principal assets of the museum, the primary concern of any group organizing a museum is to safeguard the existing collections and those to be acquired.

Before developing elaborate plans, there is an alternative the organizing group needs to consider. Is there any accessible existing museum with similar purposes to the museum being planned that could adequately preserve and interpret the collections in question. If so, and the museum is not opposed to sharing responsibilities, it may make sense to merge with it. However, if the organizing group decides that no existing museum will meet its needs, then it is ready to consider forming a new museum.

Since the primary obligation of a museum is to assemble, preserve and interpret its collections, the housing of the collection is of the utmost importance. The organizing committee must determine if it has an adequate facility or the resources to acquire the space necessary to assemble, catalog, preserve and exhibit its collections. There must be room not only for exhibitions, but environmentally sound and secure space to store that portion of the collections not on exhibit.

When a group with the resources and the prospect for acquiring adequate facilities decides to form its own museum, it is a good idea to look for help. The New York State Museum in the State Education Department assists those who wish to form a museum. The staff of the State Museum are experienced museum professionals and can offer invaluable assistance in organizing and steering the museum through incorporation. In addition, regional historical agencies located in various parts of New York State provide technical assistance to Museums.

Statement of Purpose

A clear statement of purpose is needed to define the scope of a museum's programs including its collections policy and to guide its future growth. This may be a general statement or it may specifically outline projected activities. Whatever the form, the statement of purpose should reflect current activities and future plans. It is the basis for drafting a constitution and by-laws, as well as the formal statement of corporate purposes included in its charter should the museum eventually seek to incorporate.

The Constitution and Bylaws

The constitution of an unincorporated museum is its fundamental law. It provides the framework under which the museum will operate. The constitution should be inclusive enough to meet the needs of the museum, but should not be too complex or rigid. In many cases, the corporate purpose statement which accompanies a museum's application for incorporation can serve as a constitution. Although a constitution may be amended, a museum's stability is best served through infrequent changes of the constitution (see sample museum constitution).

The bylaws of a museum detail its operating procedures. They should be comprehensive enough to allow a museum to operate efficiently without contradicting the constitution (see sample museum bylaws).

Incorporation

After a museum has organized, it may wish to incorporate. Most important of the many advantages of incorporation is that the museum becomes a legal entity. Title to the museum's collections is held in the name of the museum. It is thus protected from falling into the hands of the individual trustees in the event the museum should dissolve.

Another important advantage of incorporation is that it makes the museum eligible to apply to the United States Internal Revenue Service as a nonprofit, tax exempt education corporation under Section 501(C)(3) of the Internal Revenue Code. This is important to a museum because money raised from admission charges or gifts would otherwise be considered taxable income. The exemption also encourages financial contributions and donations to the collections since donors may deduct the donation from their personal income tax.

Finally, incorporation by the Board of Regents gives a museum the prestige and recognition of being a member of The University of the State of New York.

Incorporating a Museum in New York State

A museum that has organized, adopted a statement of purpose, including a collections management policy, constitution and by-laws, is ready to incorporate by petitioning the Board of Regents for the issuance of a provisional charter. Incorporation by the Board of Regents is a two-stage process, beginning with a provisional charter, which subsequently may be made absolute.

Requirements for a Provisional Charter

The actual or potential size and financial resources of a museum should be sufficient to enable it to assemble, preserve and interpret the collection for which it is responsible. In addition, there are requirements related to the title a museum may use.

Corporate Title

The name of a museum must be consistent with and clearly indicative of its purposes. If the museum has a local focus, its title must not indicate a program of statewide or national scope. If it is primarily a science, art or history museum, its title must not imply purposes outside its focus. In addition, the name of the museum shall not be identical with or so similar to the name of any existing institution as to cause confusion between the proposed museum and any other institution incorporated under the laws of New York State.

Petitioning for a Provisional Charter

A petition to the Board of Regents for a provisional charter complies with the following conditions:

The petition conforms to a specific format (see sample petition).

The petition must be executed and acknowledged before a notary public by at least five persons not less than eighteen years of age.

The original and two copies of the petition, together with a check in the amount of $100, payable to the New York State Education Department are mailed to the The New York State Education Department, Office of Counsel, Room 148 E. B., Albany, New York 12234.

Reviewing the Provisional Charter Petition

The Office of Counsel reviews each charter petition to determine if it is in the proper form and is signed and notarized by the appropriate number of incorporators. The petition is then transmitted to the New York State Museum. The staff of the State Museum is responsible for a detailed analysis of the institution's organizational structure, financial condition, collections, collections policies, and program plans. Information on these matters is obtained through a questionnaire, by emails, and by telephone.

Recommending a Provisional Charter

After the review of the petition for a provisional charter has been completed, a recommendation is prepared and submitted to the Board of Regents for action at its next monthly meeting. The Regents meet every month with the exception of August. If the Regents approve the petition, the corporate existence of the museum begins immediately. Following Regents action, the Office of Counsel provides the museum with written notice of the decision. This is followed several weeks later by the issuance of the engrossed provisional charter.

Requirements for an Absolute Charter

At the end of the term for which a provisional charter is granted, a museum may apply for an absolute charter. The requirements for this instrument of incorporation involve successful completion of a review process termed registration. This is the mechanism by which the Regents determine if the museum is mature and stable. To be eligible for registration, a museum's progress is measured according to standards established by § 3.27 of the Rules of the Regents. The evaluation is based on the following criteria:

  1. Personnel
  2. Finances
  3. Facilities
  4. Collections
  5. Exhibitions
  6. Programs

Petitioning for an Absolute Charter

The required documents for the issuance of an absolute charter are:

1. The original and two copies of the petition, duly executed by two officers of the corporation, and acknowledged before a notary public.

2. A copy, certified by the secretary of the corporation, of a resolution duly adopted at a meeting of the trustees by the affirmative vote of a majority of the whole number of trustees, authorizing two officers of the corporation to execute and submit the petition.

3. The original and two copies of the petition, the resolution and a check in the amount of $60, payable to the New York State Education Department mailed to The New York State Education Department, Office of Counsel, Room 148 E.B., Albany, New York 12234.

Reviewing the Absolute Charter Petition

For purposes of registration, a museum is evaluated by staff of the State Museum. In this process, information is gathered through the use of a detailed questionnaire, by email, by telephone, and a mandatory on-site review. An institution's budget, annual reports, collections management procedures, staff credentials and other appropriate documents are reviewed, its physical facilities are inspected, and staff and trustees are interviewed.

Recommending an Absolute Charter

After the museum is evaluated using the criteria set forth by the Board of Regents for registration, a recommendation is made to the Regents for action at its next monthly meeting. The Regents meet every month with the exception of August. If the museum is successful in meeting the requirements for registration, a recommendation is prepared and submitted to the Regents. If approved, the museum is declared registered and an absolute charter is granted.

Following Regents action, the Office of Counsel provides the museum with written notice of the decision. This is followed several weeks later by the issuance of the engrossed absolute charter.

Extending the Provisional Charter

A museum that has petitioned the Board of Regents for the issuance of an absolute charter, but is not successful in meeting the Regents requirements for registration, may have its provisional charter extended. This action is usually necessary for one or more of the following reasons: 1) The museum's financial support is not adequate for its stated purposes; 2) The collections, management procedures of the museum do not meet professional standards; 3) The museum lacks a qualified professional staff; 4) The museum's educational programs are not significant; 5) The physical facilities of the museum are not adequate for its stated purposes. An extension gives the museum additional time to develop and prepare for registration.

A museum may also apply for an extension of its provisional charter. The trustees of many museums petition the Board of Regents for an extension of the provisional charter in order to gain the time to improve its chances of registration. A museum is eligible for additional extensions of its provisional charter as long as the institution is active and is making progress. The legal status of the museum as an education corporation is the same whether its charter is provisional or absolute.

The required documents for petitioning the Board of Regents for an extension of a provisional charter are the same as those pertaining to an absolute charter, except that the petition and resolution should request that the provisional charter be extended. The fee is $60, payable to the New York State Education Department.

Amending the Charter

A museum may petition to amend its provisional or absolute charter. This is usually done when a museum wants to change its 1) corporate name, 2) its corporate purposes, 3) increase the number of trustees, or 4) to alter in any other way the provisions of the provisional or absolute charter.

The required documents to amend a provisional or absolute charter are:

The original and two copies of the petition, executed by two officers of the corporation and acknowledged before a notary public.

A copy, certified by the secretary of the corporation, of a resolution duly adopted at a meeting of the trustees by the affirmative vote of not less than three-fourths of the whole number of trustees, authorizing two officers to execute and submit the petition to amend the charter.

The original and two copies of the petition, the resolution, and a check in the amount of $60, payable to the New York State Education Department, which is the fee for a charter amendment, should be mailed to The New York State Education Department, Office of Counsel Room 148 E. B., Albany, New York 12234.

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