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The independent not-for-profit association, the governance model that is almost exclusively the subject of much of the literature on the subject, is found in its most typical form in the United States, and to a lesser degree in Canada, Australia, and elsewhere. In most jurisdictions these museums qualify for exemption from taxes on the grounds that they are dedicating their earnings to charitable or educational purposes. Their governing boards, with new trustees recruited and appointed by the present board, assume legal and financial responsibility for the museum, and are responsible for several key functions:

 establishment, approval, and revision of the museum’s foundation statements – mission, vision, mandate, and statement of purpose;

 ensuring that the museum’s collections are preserved, studied, documented, and made accessible to as wide a range of museum visitors and users as possible;

 approval of long-range plans for development of the museum;

 recruitment, appointment, evaluation, and (if necessary) dismissal of the museum’s director, who is responsible for all other hiring, evaluation, and dismissal of staff;

 fund-raising for capital projects and development of the museum;

 approval of budgets, review of regular audits, and maintenance of the fiscal stability of the museum;

 approval of policies submitted by staff, or directions for their revision;

 public advocacy for community involvement in the museum to governments, foundations, corporations, educational institutions, and other organizations;

 collegial loyalty among trustees, and avoidance of conflicts of interest.

The key recurring term in the above list of responsibilities is “approval.” The focus of the board of trustees must be on consideration of foundation statements, plans, policies, and budgets prepared by their staff and submitted by their director for their consideration. The goal is approval: if the board is not satisfied they may withhold approval and direct revisions or reconsideration, but in order to support their director (who may or may not be a member or a secretary of the board) they should not yield to the temptation to begin generating these documents themselves.

In our practice we usually recommend a rota of policies to be submitted for consideration and possible revision each month, so that every policy is reconsidered at some time during the year; this practice helps to prevent unwitting lapses – in security policy, for instance – that may otherwise be left unexamined until a crisis erupts. Board members must learn to limit their role to the approval of policies and their revisions prepared for their consideration by staff, yet retain an active role in the development and monitoring of these policies. On the one hand boards must refuse to apply a “rubber stamp” to whatever the director submits to them, but on the other they must refrain from meddling in the museum’s day-to-day operations, which should implement the policies they approve, and report back to the board regularly on their success or lack of it in implementation, together with any suggested revisions in policies to make them more realistically applicable.

The role of the board is usually established by a constitution or deed, and may be further interpreted in bylaws or rules passed by the board. Constitution and bylaws are likely to address the number and tenure of trustees, an executive and committee structure and the reporting relationships of their officers, the frequency, location, quorum, and minuting of meetings, provision for expenses or remuneration of trustees, and the extent or limitation of trustees’ financial, legal, and ethical responsibilities. In addition to an Executive Committee, which is empowered to make necessary decisions between board meetings, there is usually a need for a Nominating or Recruitment Committee, a Long-range Planning Committee, a Finance Committee (concerned with operating funds), and a Development Committee (focused on capital fund-raising). In an art museum an Acquisition Committee may be useful as a means to raise funds for large-value purchases, but in general board committees concerned with the daily work of the museum – such as a Collections Committee, an Exhibitions Committee, or an Education Committee – are signs of dysfunction, indicating that the board may be too much involved in daily operations.

Conflicts of interest are inherent among trustees because boards often seek to recruit among persons who are interested in the museum’s subject matter, and therefore may be themselves collecting or professionally involved in the field. Some “insider trading” is impossible to avoid, as when trustees know in advance of the general public when their museum is planning a major retrospective of an artist whose works they may hold or decide to acquire. This is the ethical area where the “duty of care” and the “duty of loyalty” must be respected. Trustees are enjoined to state conflicts of interest when they arise, and to refrain from voting (usually avoiding even participation in the discussion) on issues with real, potential, or perceived conflicts. Most boards adopt a Code of Ethics to guide trustees in these matters.

Independent not-for-profit associations and incorporated societies are far better placed than any other mode of governance to establish membership programs and to benefit from the support of volunteers – indeed, some of these museums are highly reliant on volunteerism. Some associations and societies – such as many of those concerned with vintage transport museums – begin as groups of like-minded volunteers, who may have difficulty managing the transition to serving on a board that hires a director to operate a professional museum with paid staff. Particularly challenging is the role of the trustee who also serves as a volunteer operating a heritage steam train or scraping paint off a vintage automobile under the direction of the museum’s conservator.

In order to maintain their tax-exempt status all not-for-profit independent museums have to apply for registration, file annual financial statements and comply with the relevant regulations of their governments. In the United States, for example, the tax exemption applies only to those activities that are related to their educational mission – so the shop must keep separate accounts for the sale of items that are judged to be unrelated.

Funding for these museums is always a mixture of private donations, foundation grants, and self-generated revenue, but government grants also play a major role on most of their balance sheets. Board members are expected to make annual donations to operations – with minimal amounts often set in advance for incoming trustees – and in addition may be asked to “get, give, or get off” the board during fund-raising campaigns for capital projects or other development programs. An important feature of many of these museums’ finances, especially in the United States, is an endowment fund to which museum supporters are encouraged to donate or bequeath contributions that are not spent directly but are invested so that the interest earned by the Fund is expended on annual operations. Difficulties arise when beleaguered trustees spend more than the interest earned, or even worse “borrow” from the fund to replenish the operating budget. Some endowments are restricted so that only their earnings can be used, whereas unrestricted endowments offer more flexibility. As much as 20 percent and more of the budgets of many large US museums consists of endowment fund earnings; the economic crisis of 2008–2009 sharply reduced these earnings by 20 to 30 percent, resulting in cutbacks to staffing, salaries, or operations in many places.

Another temptation for hard-pressed boards of trustees is to consider deaccessioning works of art or artifacts as a means to shore up their depleted treasuries. The statement of professional ethics of the International Council of Museums (ICOM) requires that any proceeds of deaccessioning must be used for new acquisitions; AAM agrees, with the qualification that proceeds may in some cases be used for the conservation of the remaining collection. In addition, museums considering deaccessioning must also consider the terms of wills or gift agreements before they can legally avail themselves of the proceeds of auctions or other sales. Nevertheless, economic necessity obliges many trustees to consider their legal and ethical options closely; it is particularly tempting to place revenues resulting from deaccessioning in an “acquisitions fund,” but then to “borrow” from that fund for operational expenses, committing the board to replenish the fund at some time in the future. Internal “loans” of this kind, as with those obtained from restricted endowment funds, are not recommended, but may in some situations be inescapable as government appropriations and private contributions become more and more difficult to obtain in times of economic crisis.

The greater vitality of independent not-for-profit associations has prompted moves to introduce them in jurisdictions where museums have traditionally been governed as line departments. The transition is often difficult. In Hong Kong, for instance, the West Kowloon Cultural District Authority has had the disconcerting experience of seeing its first two directors (one local, the other imported) resign, allegedly for “personal” or “health” reasons, within a few days of their appointments. Such contretemps occur as boards accustomed to obedient civil servants within government line departments encounter directors who must be given freedom to operate an independent association. Considering all these issues, it is not surprising that incoming trustees are usually presented with a Board Manual, and may be expected to undergo an orientation program. When museum board meetings make bad news, it is usually due to an ill-prepared or only partially understood relationship between the director and some or all of the board members.