MUSEUM LEADERSHIP Saving the Museum Through Partnership JOHN B. RAVENAL Independent Scholar, Cambridge, MA, USA Correspondence John B. Ravenal, Cambridge, MA, USA. Email Jravenal@mindspring.com Abstract Using a lifecycle model as a framework for identifying key moments of organizational maturity, this case study of a US art museum explores merger as a means for creating a turnaround. Even before the current coronavirus pandemic, many art museums found themselves facing the question of survival due to the ever-rising fixed costs of remaining independent and the increasing competition for resources and audiences. DeCordova Sculpture Park and Museum, in Lincoln, Massachusetts, confronted this situation, requiring radical change to address a fiscal crisis. The result was an integration with Massachusetts’ largest preservation and conservation nonprofit. An analysis of our circumstances and process— including strengths and weaknesses, key strategic decisions, and mistakes —can offer lessons for other nonprofits in managing large-scale change. THE PROBLEM EMERGES To all outward appearances, deCordova Sculpture Park and Museum was doing well. Our exhibitions joined scholarly substance with general appeal, earning strong press coverage. Attendance held steady at 80,000 visitors per year. The sculpture park featured works by artists with regional, national, and international stature. Our classes, lectures, and performances engaged robust audiences. And we had visibly enhanced our thirty-acre landscape in the heart of Lincoln, a Boston suburb known for its American Revolutionary War history and connection to the nineteenth-century Transcendentalist philosophers (Thoreau’s Walden is one pond over). Beneath the surface, however, a fiscal crisis was building that ultimately required integration with another nonprofit organization to survive. I had not known about the financial problems when arriving in early 2015 as Executive Director, but they soon appeared. My first pass at annual budgeting produced a $1.5 million gap between revenue and expenses in what was usually a $5 million bottom line. We eventually passed a balanced budget after pushing expenses into the following year for one-time savings, eliminating all contingency funds, and freezing salaries across the board. As a first-time director, I worried that my John B. Ravenal (Jravenal@mindspring.com) was Executive Director of deCordova Sculpture Park and Museum from 2015–2019. He served as The Trustees’ Vice President of Arts & Culture and Artistic Director, deCordova from 2019–2020. © 2021 Wiley Periodicals, LLC. 1 CURATOR: THE MUSEUM JOURNAL inexperience had led to this problem, but one year later we faced the same conditions. This time we needed to maintain the reduced $4.5 million operating budget while replacing the one-time savings with new cuts. Adding back in the five percent contingency on the expense side, which our board would not forego a second year, increased the need to find new savings—including eliminating a Deputy Director position from an already lean staff. By now I had come to understand that we had a longstanding structural problem: an endowment and a donor pool that were both too small for an organization of this size. A windfall donation had masked the problem for several years before my arrival. With those funds expended, it once again reared its head. Addressing the situation required overcoming irrational personal shame that arose from leading an institution with a serious, albeit inherited, problem. This involved resisting secrecy and pretense—self-protective impulses that inhibit enlisting allies, gathering information, and creating room to think and maneuver. (Transparent and timely communication with the board is, in any case, a best practice.) Sharing information about deCordova’s situation with fellow museum directors and hearing their experiences led me to better understand how complex and fragile the business model is for US art museums. The mix of earned, contributed, and invested income requires that museums operate multiple revenue streams, each with its own infrastructure and scant margin for error. Midsize museums like deCordova face especially acute challenges in today’s climate. They have outgrown the scrappy startup phase but are not yet so central to a city or region’s cultural or economic life to make them virtually too big for the community to let fail. The ever-rising fixed costs of remaining independent increase the pressure on earned and contributed revenue. At the same time, competition for these dollars is stiff, both among museums and with the many leisure-time alternatives that vie for the public’s attention. A paradigm shift in the definition of culture—a democratization that erodes distinctions between high and low, art and entertainment—fuels the competition, intensifying museums’ constant need to assert their relevance and increasing the difficulty in attracting and retaining audiences (La Placa Cohen, 2017). Compounding the problem, the philanthropic model has evolved away from broad support, with funding from individuals tending toward larger gifts from fewer donors (Greenblatt, 2019). An overreliance on large gifts from a small donor pool was already one of deCordova’s weak links. The nationwide growth of this trend poses a risk for all museums that rely to any substantial degree on contributions: a dominant donor may unduly influence an organization’s program or mission; disproportionate giving from a few donors can reduce incentive for smaller donors to give, creating a weak base; and, most relevant to deCordova, the loss of one or more of these mega-donors creates a fiscal cliff. In the face of these challenges, which have escalated during the pandemic, some museums find themselves at a breaking point. These existential crises, however, as emotionally fraught as they may be, can also unleash innovation and opportunity. At deCordova, I used the dire nature of our situation to rally our board and staff to bold action and thoroughgoing change. We navigated to fiscal sustainability through an integration with The Trustees of Reservations (The Trustees). Through this 2 Museum Leadership: Saving the Museum Through Partnership partnership, deCordova maintained its identity and mission while benefitting from The Trustees’ experience, resources, and skills. (The terms partnership, merger, integration, and strategic restructuring, which I use interchangeably in this article, are somewhat distinct [see, e.g., Boyd, 2014; Kohn et al., 2000; La Piana & Harrington, 2000], but all include changes to corporate structure that go beyond collaboration, affiliation, coalition, and association.) HOW DID WE COME TO THIS POINT? Many museums operate close to the bone for years. Staying one step ahead financially feels like an acceptable, if uncomfortable, norm—until it becomes no longer sustainable. My predecessor at deCordova tried to reposition deCordova for better fiscal health. His 2011 strategic plan shifted emphasis to the sculpture park as our distinguishing feature. This involved shifting resources from the museum to the outdoors, including reducing exhibition cycles from three to two per year. A beloved but declining adult studio art program was replaced by the first preschool (Lincoln Nursery School) embedded in a US contemporary art museum. Some point to this change as leading to the over-dependence on contributed income, and though in decline, the studio program was still earning well more than the pre-school’s subsequent rent payments. Recognizing the lost revenue, the 2011 plan called for increasing philanthropic giving from 23% to over 40% of the budget. In 2014, deCordova received a windfall—over $2 million from the dissolution of a nonprofit cultural center in a nearby town whose founder was on our board. Unlike the usual practice with large, unexpected gifts, these funds were not put towards endowment. Instead, they were largely used over a four-year period to cover annual operating deficits. By the start of my second annual budgeting process, the last of these funds were spent. Then, halfway through the year, we learned we would no longer receive support from one of our leadership donors who had been warning of this eventuality for several years. It was a one-two punch that shortened the runway for an already fragile fiscal model and confirmed the danger of over-reliance on a few large donors. US museums rely on a combination of support from the same four sectors: gifts and grants; earned revenue; endowment; and government and/or university support. According to the Association of Art Museum Directors (2018), the largest share of operating revenues for the top 200-plus art museums in North America comes from gifts and grants: individuals, foundations, and corporations, including memberships, account for an average of 33% of annual support. Earned revenue, which includes admission, program fees, store, restaurant, and events rental, averages 27%. Interest from endowments averages 22% of annual operating support (although additional endowments often support non-budget-relieving expenses, such as acquiring art for the permanent collection). Federal, state, and local government support averages 15% of annual support, with federal providing the smallest portion and all government support trending downwards over the past few decades. University support accounts for John B. Ravenal 3 CURATOR: THE MUSEUM JOURNAL the final 3%. Over-reliance on any one sector, however robust it appears, presents risks parallel to deCordova’s over-dependence on contributed income. After reforecasting our revenue and expenses, we determined that deCordova was facing a $700,000 deficit by year end, or about 15% of our operating budget. I brought the news to the board at the first opportunity and recall one new trustee asking how losing one lead gift could create an existential crisis. The answer is that deCordova’s model had long teetered on the edge. DeCordova’s invested funds covered only 7% of annual operating costs—a relative shortfall that was especially stark in contrast to several museums in the Boston area whose endowments cover 45% to 70% of annual operating costs. This structural weakness put enormous pressure on contributed income: at least 50% of deCordova’s annual revenue came as gifts from individuals and foundations. Another 16% came from individual and corporate members. Our top several supporters routinely contributed half of this, more than $1 million each year. Any organization would be grateful for such generosity, as we were, but our success in obtaining large unrestricted gifts, counterintuitively, weakened deCordova’s long-term sustainability. By their nature as annual operating support, these funds did not increase endowment, support capital needs, or expand the museum’s mission with new initiatives. They kept deCordova operating but locked in budgetary brinksmanship and dependent on oversized gifts from a limited pool. In addition, deCordova shared with other Massachusetts museums the comparative lack of government support. State and federal funds accounted for around 1% of the budget and the town of Lincoln did not provide any financial support. Moreover, like many mid-size museums, deCordova had fixed costs that couldn’t be further reduced. As an independent organization, we needed each department—many with staffs of one. Furthermore, deCordova carried two lines of debt: a lowseven-figure mortgage from the 1998 building expansion and a low-seven-figure internal loan established to formalize years of spending from endowments to cover deficits following the expansion. The lack of surplus revenue each year made it impossible to reduce the internal debt and servicing external debt only added to annual operating costs. Although we managed expenses tightly and earned revenue compared favorably with the AAMD average at more than a quarter of the annual budget, the insufficient endowment, small donor pool, and costs of remaining independent together proved insurmountable. UNDERSTANDING THE NEED FOR CHANGE We were able to finish fiscal year 2017 with a balanced budget, but the enormous effort involved in reducing the projected deficit—through further cuts and stretching our supporters with a special campaign—demonstrated the limits of the current model and confirmed to all involved that we were not on a sustainable path. A wakeup call of this sort is often necessary to initiate major organizational change. Without an impending crisis, there can be little appetite for undertaking the upheaval required for a turnaround. 4 Museum Leadership: Saving the Museum Through Partnership In retrospect, however, even though deCordova did spring into action when faced with the need, it would have benefitted from employing a systematic, diagnostic tool earlier in the process. The nonprofit lifecycle model, for example, would have framed the problem as a matter of alignment among the key elements of institutional capacity—programs, management, governance, financial resources, and systems. This would have established an objective starting point, clarifying the museum’s situation and aiding leadership’s response. Applying this model prior to an emergency might also have removed or reduced the stigma attached to organizational weakness by revealing the problem as normal and predictable growing pains of a given developmental stage. This perspective would have saved time spent coming to terms, emotionally and intellectually, with the situation, and may also have enhanced our supporters’ advocacy. That organizations have lifecycles is not a new concept. Larry Greiner mapped this territory in the for-profit sector in a 1972 Harvard Business Review article (1998). Since then, a body of literature has applied this approach to the nonprofit sector, including Susan Kenny Stevens’ Nonprofit Lifecycles: Stage-Based Wisdom for Nonprofit Capacity (2008). Stevens uses psychological developmental theory to build on Greiner’s view that organizations progress through stages, each with its own distinct and predictable challenges and opportunities. A museum that understands its place in the lifecycle can better navigate the transition to the next phase of organizational maturity. Stevens identifies seven key stages, with the caveat that “the lifecycle model is not necessarily sequential nor evolutionary (see Figure 1). Not all organizations go through all stages, nor, if they do move from one stage to another, is the movement sequential” (p. 25). In the first, Idea Stage, a founder(s) seeks to fill a perceived vacuum with a sense of personal mandate, their “magnificent obsession,” focusing more on Why than How. Next, Start-Up is the labor-of-love beginning stages of an organization marked by unbridled mission, energy, and passion, but without the corresponding governance, management, resources, and systems. In the third stage, Growth, the organization is becoming who it means to be. Mission and programs have taken hold in the marketplace, but service demands exceed the current structural and resource capabilities, creating pressure to expand. In stage four, Maturity, the organization is well established, operating smoothly, and with a strong community reputation for providing consistently relevant and high-quality programs. If the organization does not maintain vitality and competitive edge in maturity, it risks slipping into stage five, Decline. Here, the program has lost relevance to the marketplace, status-quo decisions Idea Startup Growth Maturity Decline Turnaround Terminal Figure 1. The nonprofit lifecycle. John B. Ravenal 5 CURATOR: THE MUSEUM JOURNAL dominate, and declining community engagement depresses operating income. While all organizations face setbacks, the challenge on the cusp between maturity and decline is to find renewed purpose and regeneration before sliding downhill. This involves reconnecting with community needs, discarding duplicate programs, re-embracing risk taking and innovation, keeping governance engaged, raising enough operating income to avoid the slippery slope of spending down endowments, and looking for savings in top heavy administrative expenses. If successful in these efforts, stage six can be a Turnaround—what Stevens describes as an exhausting and exhilarating experience that usually occurs when the organization is faced with a crisis too big to deny, avoid, or escape. If unwilling or unable to mount a turnaround, an organization may enter stage seven: Terminal, when it has neither the purpose, will, nor energy to continue, although it may drag on in name for some time. With this framework in mind, one can look back at deCordova and see a mature organization with established and well-functioning internal processes; a board of knowledgeable and devoted trustees; a talented staff with at least one person filling each of the usual museum functions; committed, well-trained guides; a high degree of communication and collaboration among departments; and a senior staff engaged in local and national communities, including contributing to their respective professional organizations at the leadership level. It also had a reputation for innovative programs and audience responsiveness; had completed several recent capital projects; and had solid management with an established division of roles and responsibilities and corresponding professional practices and policies. At the same time, deCordova had slipped into decline in several areas. Attendance had slid by 20% over a decade. We had a backlog of deferred maintenance and outdated information and communications systems. No feasible path existed to reduce our internal debt, which depressed investment return and offered poor optics to major donors. Board members expressed fatigued but were unable or unwilling to bring on new members to help share the load. Longtime donors were also fatigued, but expanding the pool was slow going. Saddled with top-heavy administration, we invested minimally in professional development and offered uncompetitive salaries for junior staff, leading to turnover of young, talented personnel. We operated close to the bone, with little capital for new initiatives and lost market share to other contemporary art museums in the region. In addition, we had shelved an overly ambitious master plan developed by my predecessor that I quickly determined was unrealistic. The board might have used the transition between directors, before my hiring, to step back, analyze, and course correct. Hearing a consultant describe deCordova as on the brink of decline may have led them to hire a turnaround expert with a skillset targeted to the museum’s current needs. Understandably, they instead pursued the usual process of hiring a reputable search firm, whose job is to attract the best available candidate in the shortest amount of time. This experience is not unusual. A trustee who asks uncomfortable questions at board meetings may be seen as “difficult” and can end up leaving in frustration. It often takes the advent of actual crisis to provoke a transformational response. One lesson from these events, however, is that a leadership transition offers an ideal 6 Museum Leadership: Saving the Museum Through Partnership opportunity to invite an organizational audit by a change management consultant, before plunging into the hiring process. MODELING THE OPTIONS Making the severity of the problem known to the board took months, over numerous types of meetings. We needed to navigate what, in retrospect, recall the classic stages of grief: denial, anger, bargaining, depression, and acceptance. There may be no way around this time-consuming process of coming to terms with a large and rude shock. Frequent and repetitive communication played an essential role in evolving the understanding on both an individual and group level, which sometimes felt like “two-steps forward, one-step back.” Once they had assimilated the scope of the problem, the board united in action, led by a committed and determined President. In order to assess the options, they created a Financial Modeling Task Force. Another task force began researching our bylaws and founding documents to determine our degrees of latitude in the complex legal relationship with the town. Over the next months, my staff and I modeled the three most likely alternatives for long-term viability: 1. Downsizing. Could we reduce the Museum’s budget by as much as thirty percent to find a stable operating foundation from which to re-grow incrementally and sustainably over time? Even acknowledging the guesswork involved in modeling such dramatic change, our analysis predicted that both earned and contributed income would fall faster than expected savings. Eliminating programs would alienate the donors who support those programs, and staff reductions would undercut earned revenue. We determined that this path would create a negative feedback loop, leading quickly and inevitably to financial collapse. 2. Fundraising. Could deCordova manage to hold steady while expanding the donor base? We determined that reducing our overreliance on a few leadership donors while maintaining the core programs that are the reason our donors support us would require an increase of 50% in our donor base over four years. Our experience with the special campaign, however, confirmed that this was unrealistic. Moreover, holding steady while rebuilding required access to growth capital, which we lacked, as our lead donors—now aware of the situation—were unwilling to contribute at their current level without a change to the business model. 3. Strategic restructuring. Could an integration, partnership, or merger offer financial stability while maintaining our core identity and principles? I conducted numerous conversations with colleagues at museums, sculpture parks, and universities, in the region and beyond, that I felt were candidates for partnership. I also spoke with colleagues who were already in such relationships and could provide information, including at the many US museums embedded within universities. The extensive literature on nonprofit mergers proved another resource (see, e.g., Amherst H. Wilder Foundation, n.d.; Collaboration Hub, n.d.; Hider et al., 2016; La Piana John B. Ravenal 7 CURATOR: THE MUSEUM JOURNAL Associates, 2004; La Piana & Harrington, 2000; National Council of Nonprofits, n.d.; Nonprofit Quarterly, n.d.; The Sustained Collaboration Network, n.d.). 4. Collapse. We also explored a model in which deCordova’s governance resigned and handed back the keys to the town of Lincoln. We hoped not to pursue this worst-case scenario, but it hung in the air and we felt obligated to respond to a growing question from residents about what was really at stake. Our analysis concluded that the town would be on the hook for some $1 million per year to maintain even the skeletal operation that we surmised might just get them over the threshold of the bequest’s requirement that the property serve in perpetuity as a museum and park. With a costly new school building set to raise town taxes, they had little interest in additional expenses. PURSUING A PARTNER While a strategic restructuring seemed the one viable option, the task remained of converting the idea into action. From my conversations with colleagues, I had discovered that, unexpectedly, the more an organization’s mission and model resembled our own, the less incentive it had to pursue a merger or other structural affiliation. Larger organizations saw taking on a smaller, financially challenged institution as duplicating many of their own difficulties without advancing strategic priorities. On the other hand, joining with a similar-sized or smaller organization, however eager it might be, did not offer the level of change needed to correct the problem. This experience points to the central issue in a merger consideration: finding a willing and suitable partner. This exercise requires evaluating yourself from another organization’s perspective, to identify what you bring to the relationship and why they should be interested. The partner will not be the proverbial knight on a white horse, riding to your rescue. The situation, instead, involves making a compelling case for the mutual benefit of joint operation. DeCordova succeeded by thinking beyond the usual nonprofit prospects while not venturing into the for-profit sector, due to the radically different mission there and the constraints of our founding documents. I had initially contacted the President and CEO of The Trustees in early 2016. The Trustees is the nation’s first land trust, founded in 1891 with a mission to preserve Massachusetts properties of exceptional natural, cultural, and historic value for public enjoyment. It currently protects 120 sites, including gardens, farms, trails, historic houses, and more Massachusetts coastline than anyone besides the state and federal governments. While a contemporary art museum might seem outside The Trustees’ interest, it had recently acquired an historic property with a contemporary art program (Fruitlands Museum in Harvard, MA, the site of Bronson Alcott and Charles Lane’s short-lived Transcendentalist commune in 1843, and of Clara Endicott Sears’ early twentieth-century collections of Native American and Shaker objects, Hudson River School landscapes, and Primitive Folk portraits). 8 Museum Leadership: Saving the Museum Through Partnership DeCordova fit with The Trustees’ strategic plan in several ways and its President was eager to pursue the idea. DeCordova is located in a part of Massachusetts where The Trustees did not have many properties to serve its goal of protecting special places for public enjoyment within a short distance of every resident of the state. In addition, several years ago The Trustees initiated a series of temporary, site-specific, contemporary art commissions to attract new and repeat visitors. At the same time, it lacked the in-house staff to execute this program. DeCordova’s expertise in outdoor sculpture and exhibition organization would strengthen The Trustees’ arts and culture capacity. Moreover, The Trustees is a growth-oriented organization that, from the beginning, has focused on acquisitions and partnerships. Adding deCordova to its portfolio offered a watershed moment. Stabilizing and enhancing a flagship property would demonstrate successful mission delivery to The Trustees’ members and supporters. Following a year of conversation, deCordova and The Trustees reached verbal alignment on the concept of integration, at which point we signed a confidentiality agreement and shared financial documents. Next, we began drafting a Statement of Intent, a non-binding document that described shared vision and goals and authorized the next steps toward integration. Creating the eight-page document took four months of painstaking negotiation. In hindsight, this laborious process had its benefits. Although the final document largely resembled the white paper I had drafted a half year earlier, feedback from the task forces and full board enhanced the specificity of the statement and, more importantly, drove engagement and buy-in. Writing by committee may be the definition of inefficiency, but it made the integration proposal real to everyone involved and foregrounded the key concerns and questions. This included discussion around four questions: What about deCordova is non-negotiable (fundamental to our existence)? What do we consider core to our identity but theoretically changeable? What is longstanding practice but open to change? What do we want to change? Together, our board worked through these issues and emerged more closely aligned on our vision for integration. HOW WOULD INTEGRATION BENEFIT DECORDOVA? One frequent question was whether the benefits of partnership would adequately compensate for the degree of change involved. An effective answer to this question required addressing both positive and negative expectations. We assumed that The Trustees would leverage deCordova’s reputation with substantial new marketing, development, and engagement resources, and address pressing infrastructure needs. At $40 million, The Trustees’ annual operating budget was eight times deCordova’s. Its year-round staff of over 250, which more than doubles in summer, compared to 50 full time equivalents at deCordova. As one of the state’s largest non-profits, its membership exceeded 63,000 households. The Trustees had the economy of scale to help reduce deCordova’s fixed costs by consolidating back of house functions such as development, finance, and human resources. In addition, The Trustees planned to use the integration as a catalyst for fundraising. These funds would primarily build deCordova’s endowment, and also retire debt, address deferred John B. Ravenal 9 CURATOR: THE MUSEUM JOURNAL maintenance, and launch new capital projects—efforts we had been unable to accomplish by ourselves. We launched a joint $15 million campaign, the amount needed to put deCordova on a sound footing and serve as a healthy stretch goal. The funds would be held in escrow pending integration, except for $1 million designated risk capital to keep deCordova strong during the transition. Finally, the partnership offered deCordova the possibility of mounting exhibitions and outdoor installations at some of The Trustees’ other properties across the state. This exciting opportunity was a major talking point in presenting the case for integration. It allowed for expanding our footprint without an expensive building campaign or driving much higher traffic to the Lincoln campus (a concern of our neighbors). In order to communicate credibly with our stakeholders, this optimistic message also required acknowledging the cost of joining with another organization. This would be the biggest change in deCordova’s seventy-year history. Integration would involve restructuring both the staff and board. Practices, protocols, and culture would all likely change. There would be departures both planned and unexpected, including some who had served deCordova for decades. The board would relinquish authority and autonomy, and donors unable or unwilling to switch allegiance could lose interest. Shifts in program focus might occur, despite the language put into the agreements to protect the mission and purpose. Partnership would involve a loss of control and leap of faith to reap the benefits— scary prospects no matter how necessary. By contrast, the risk of doing nothing also required frequent airing. The longing for stasis, and even a return to some romanticized past, emerged in conversations, meetings, and public forums. It proved necessary to remind stakeholders at every level that the choice was not between large-scale change and staying the same. Major change in one way or another was coming, swiftly and inevitably. The choice, as I described it, lay between managed change with a reasonable chance of success and the chaotic and destructive change resulting from inaction. While an overly optimistic characterization of the plan risked sounding disingenuous and lacked the required urgency, too much negativity risked undercutting the plan’s promise by suggesting that we were merely settling for a compromise born of necessity. The thin line between the two lay in emphasizing that what began as the only viable solution to deCordova’s longstanding financial challenge—integration with The Trustees—had emerged as a promising opportunity for all involved. It also proved important to regularly address operating in a climate of uncertainty. Sensing a major change on the horizon but not yet knowing the details caused anxiety, especially among staff. I had brought my senior staff into the process from the beginning, as I needed their expertise to model the options. Some of them expressed concern about informing the remaining staff, reluctant to spotlight an unfolding situation still far from resolution. But I thought it better to keep all staff reasonably informed than blindside them late in the process. In any case, front line and junior staff already had a keen, if intuitive, sense of the institution’s health and tended to fill information voids with their own conclusions—including an urgency to “do something,” such as look for another job, even without evidence that their position was threatened. 10 Museum Leadership: Saving the Museum Through Partnership In other cases, the uncertainty suggested a need to put the brakes on processes and decisions. This made sense for some major decisions, but in general an organization needs to stay the course during a transition, even in the absence of concrete information about future budgets, reporting lines, and staffing structures. Hitting pause can create a self-fulfilling prophesy, depressing attendance, support, earnings, and reputation. An important part of my leadership during an integration involved helping staff navigate planning and decision-making while acknowledging the discomfort that uncertainty presented. JOINING IN LEGAL PARTNERSHIP Once deCordova and The Trustees had reached consensus on the Statement of Intent, we began drafting the legally binding Integration Agreement. Even more complex than the prior process, negotiations now proceeded on several levels, sometimes simultaneously, among staff, committee members, the full board, and lawyers. While arduous and at times tense, this lengthy process again seems necessary in retrospect for a document meant to permanently govern the relationship between the two organizations. At the same time, we would have benefitted from creating a framework in advance to control the timeline and the number and role of participants. As delays mounted, misunderstandings increased and patience was tested. Legal fees, too, escalated, especially as the lawyers communicated directly with each other on a separate plane. In a staff-initiated process like ours, it may be best to accomplish as much as possible on the executive staff level, prior to board response. Unanimously approved by deCordova’s board, the Integration Agreement confirmed that deCordova would become a Trustees’ property and our staff Trustees’ employees; that deCordova would retain its nonprofit federal tax-exempt status; and that deCordova would continue to deliver its mission of contemporary exhibitions, outdoor sculpture, and innovative educational programs. Unlike a usual merger or acquisition, transferring deCordova’s assets was not part of the conversation. DeCordova would continue to own the collection of 3,500 works of art, and the town of Lincoln would continue to own the land and buildings. The Agreement provided a three-year time frame to achieve town approval of the bylaw changes needed for integration. The Agreement, however, included only one year of operating support and did not allow for use of any more of the jointly raised funds until after a successful town vote. The Trustees justified this by the difficulty of using a legal agreement to anticipate the various contingencies should the process fail the first time. One can also appreciate wanting to maintain pressure to get the deal done as quickly as possible. Thus, while a longer runway was theoretically possible, failure to secure approval at the March 2019 Annual Meeting would have caused a critical situation. STRUCTURAL CHANGES Since deCordova would retain its status as a separate tax-exempt nonprofit—a 501(c)(3)—it would still need, by state law, a governing board of at least three members. The bylaw changes required to create the new governance structure include the following central points. (1) The Trustees John B. Ravenal 11 CURATOR: THE MUSEUM JOURNAL would become the sole members of the corporation of deCordova, replacing the Board of Overseers, who are deCordova’s “second” board and whose governance role comprised ratifying the slate of new trustees and approving bylaw changes before they are voted on by the town. (2) As sole members of the corporation, The Trustees would appoint a new fiduciary Board, consisting of nine members, three of whom would be residents of Lincoln. (3) The current deCordova Board of Trustees would resign en masse, relinquishing their fiduciary role, and immediately be appointed to a new deCordova Advisory Board. (4) This Advisory Board would eliminate the elected and appointed town positions but would consist of a simple majority of Lincoln residents. (5) The Advisory Board would have the right to nominate three of the members of the new fiduciary Board. DeCordova’s Overseers unanimously approved the bylaws changes in May 2018, allowing them to go to a vote at the Annual Town Meeting ten months later. It seemed likely that the bylaw changes would also require approval by the Massachusetts Attorney General’s (AG) office, and possibly the state Supreme Judicial Court. There were differing views on how and when to contact the AG’s office. Some inclined toward a proactive and transparent approach. Others hoped to skirt the need for approval altogether and advised holding back until necessary. In the end, our hand was forced by deCordova’s presentation at the annual State of the Town meeting in fall 2018 —which would be written up in the local paper and appear on the town website with all other open meetings. Preferring the AG to hear about our plan from us rather than through the press, counsel for all three parties met several times with the AG’s office, eventually winning approval without a court hearing. COMPLICATING FACTOR DeCordova knew in advance our greatest complication: the museum’s unusual, perhaps unique, relationship to the town of Lincoln. In 1930, Julian de Cordova—a successful Boston merchant and glass manufacturer from a Sephardic Jewish family by way of Jamaica—bequeathed his castle-like home with its furnishings, art collection, and twenty acres of land to the town. The gift was made in trust, to serve as a museum and public park, and de Cordova also bequeathed his financial assets to create an endowment for their support. In 1947, 2 years after his death, the town formed a nonprofit corporation to serve as its agent in carrying out the bequest, although the town retained ownership of the property and its role as the original trustee. In addition, corporate bylaws required a simple majority of deCordova board members to be registered voters of Lincoln, four of whom were elected by residents and three of whom were appointed by town agencies. Moreover, any change to the bylaws required the residents’ approval by a majority vote at the open Annual Town Meeting. Taking a proactive and transparent approach in communicating with the town contributed to our success. I initiated conversation with the Town Administrator early in our process and we soon expanded to include a Selectmen, their legal advisor, and deCordova’s Task Force members. Some months later, at deCordova’s annual appearance before the Board of Selectmen, I outlined our financial challenges for the public record and described our modeling of the options. At this stage, the town process ran on a parallel track to negotiations with The Trustees. 12 Museum Leadership: Saving the Museum Through Partnership Seven months later, deCordova again appeared at a Board of Selectmen meeting to build on our prior report and update the public record. I described how our research had concluded that integration with a larger organization presented the only viable option for keeping deCordova from collapse and that we had identified a motivated partner in The Trustees. In addition, I described how we had come to understand this as an opportunity to support deCordova’s just-completed 2018 Strategic Plan, replacing, in effect, the campaign that might ordinarily follow a new plan. In all these communications, we underscored our respect for the town’s role in deCordova’s history and governance and our awareness of their concerns. EXPANDING THE COMMUNICATION PLAN The town leaders quickly signaled their belief that the integration was in their best interest. At the same time, they were concerned that we understand the intricacies of local politics and the need for coordinated action. We were heartened by their view on our proposal and agreed about the benefit of joint communications. Prior to this, however, deCordova had to inform a broad range of stakeholders so that their first awareness of the plan came directly from us. The need to make several hundred individuals feel that they are among the first to know involves precise choreography. Our priority stakeholders included current and former overseers, guides, neighbors, current staff and selected former staff, former board members, Lincoln Nursery School board and staff, selected colleagues in the regional art world and beyond, government agencies, foundations, and other leading supporters who fell outside of these categories. We sequenced our communications to respect the important roles played by these constituents while maintaining confidentiality as much as possible until the Board of Selectmen meeting where we had named the partner, at which point the plan was public and we could relax control. DeCordova and The Trustees had agreed not to seek press attention for the integration until after the town vote out of respect for their civic process. At the same time, we were conscious of the rumor mill in a small town and wanted to present facts directly to residents. Together with the town and The Trustees, we organized a series of gatherings at deCordova and the town offices, in private homes, and at retirement centers. Some of these had a fundraising component, but they mostly focused on information sharing and questions. The annual State of the Town meeting in fall 2018 offered another important opportunity to make our case directly to Lincoln residents. While these efforts were crucial to our success, we needed to avoid the appearance of overselling the message or gaming the process, which would have quickly backfired. THE CHALLENGES OF TRIANGULAR NEGOTIATION Lincoln’s role as deCordova’s ultimate trustee necessitated an additional round of contracts—between the town and deCordova and between the town and The Trustees. These agreements grew out of a land-use clarification that The Trustees required in the Integration Agreement, feeling that the John B. Ravenal 13 CURATOR: THE MUSEUM JOURNAL arrangement between the town and deCordova existed in a gray area. What had seemed a reasonable step soon unleashed an even more complex, time-consuming, emotionally fraught, and expensive process than with the previous documents. Now the negotiation played out not only on the four levels of staff, task force, full board, and counsel, but among three entities. In addition, back-channel communication sometimes ran counter to the group process while further tension and ill will mounted over delays, misinterpretations, and apparent high-handedness. These may perhaps be unavoidable features of multi-party negotiations, where allegiances can shift to create short-term transactional advantages and one must be diligent to keep lines of communication flowing, stay on top of evolving scenarios, and control the spread of misinformation, all while maintaining cordial relations. Lessons for navigating these kinds of processes exist in print and online (see, e.g., Ames, 2013; Shonk, 2020), and it is always prudent to know both your own and your negotiating partners’ BATNA’s—best alternatives to a negotiated agreement. After successfully completing this phase, the details have mercifully faded, and the experience can be chalked up to seeing how the sausage is made. In addition, in hindsight, one sees that the merits of the proposal—along with the costs of failure—provided the ultimate negotiating leverage, more so, in my view, than any individual powers of persuasion. The town well understood both the danger in a deCordova collapse and the good fortune in attracting The Trustees as a parent organization. These fundamentals exerted enough pressure to outweigh the concerns of local residents. Ample, transparent, and respectful communication throughout, along with a realistic timeline, were also essential ingredients. Our success underscores the importance of conveying both an urgent need for change and a hopeful vision of the future when advocating for major change. EVALUATING THE RESULTS More than a year past integration, much of what needed to happen has been achieved: governance changes, member and donor realignment, staff restructuring, and reductions in annual operating costs. In addition, just before the pandemic hit, deCordova was already experiencing increased visitation of 9% over the prior year and a significant uptick in new memberships. The joint capital and endowment campaign reached two thirds of its goal in the first few months and after further success was closed out. In her book, Stevens said that a turnaround returns an organization to an earlier phase on the spectrum—somewhere in the late start-up to early growth stages (p. 46). While integration offers a different turnaround experience than remaining independent, there is a shared focus on reversing prior non-productive actions, right sizing the institution, and regaining market share through program innovations. At deCordova, we created a new Business Director position to implement many of these changes and lead day-to-day operations. This allowed me to launch a new division for The Trustees as Vice President for Arts & Culture, which included oversight of deCordova’s artistic program. I remained in this position for a year, building the institutional capacity envisioned as a benefit 14 Museum Leadership: Saving the Museum Through Partnership of the merger for The Trustees. After seeing the integration through from start to finish, the time seemed right to step away. Fundamental to a merger’s success is the balance between integration and autonomy. Far from being a once-and-done effort, this is a dynamic equilibrium requiring ongoing negotiation, calibration, and flexibility. In a parent-subsidiary relationship like deCordova and The Trustees, or any arrangement with a dominant partner, that partner must restrain the impulse to make the other conform too closely to their practices. Conformity is a natural management inclination. It supports efficiency and equity and helps create loyalty and alignment with the overall mission. Nonetheless, rigid compliance risks undercutting the subsidiary’s identity, mission, programs, community connections, and just the general “feel” of the place. This devalues the qualities that the parent hoped to benefit from when entering the relationship. Strict conformity also risks missing growth opportunities for the parent organization, which can arise from stretching to accommodate new models, practices, and processes. Enlighted leadership from the acquiring partner should anticipate a give and take and support the subsidiary’s need to maintain a reasonable degree of organizational flexibility. Meanwhile, the subsidiary must come to terms with adopting new practices and aligning as closely as possible with the parent organization. It cannot expect to exercise the same level of autonomy as before and, in any case, would be wise to recognize that the greatest benefits lie in embedding itself as deeply as possible within the new organization, not from fencing off cherished areas. Protectionism may be a natural and well-intentioned instinct but is ultimately counterproductive. My experience led me to believe that the closer the alignment with the parent’s strategic priorities, the better positioned the subsidiary is to derive valuable resources. The reward for this “good-child” dynamic may also be gaining more presence at the table, with more direct channels of communication, greater insight into the operations of the parent, and increased knowledge of how to perform successfully. At the same time, the mechanisms for high-level participation at both the staff and governance levels should be structured into the original agreement, not left to evolve based on personality or performance. Equally important, the subsidiary must use its access and voice not just to advocate for itself. One of deCordova’s generous supporters initially likened our chances of achieving success to passing a camel through the eye of a needle. (He later recanted.) Not only did we negotiate and approve several complex written agreements, but we also achieved unanimous approval at the Annual Town Meeting, an almost unheard-of occurrence in a New England town that was met with a standing ovation. The fact remains, however, according to a leading specialist in the field, that “merger or consolidation is seldom the first thought of leaders of a troubled organization; instead, they deplete reserves, even restricted endowments; live in expectation of the next grant; defer facilities upkeep, and reduce services and salaries; in short, they hang on and hope for a miracle” (La Piana, 1998, p. 10). Many museum leaders consider merging a last-ditch option, especially given the loss of status and control it may involve for executives and boards. The pressure on nonprofits to consider merger (La Piana, 2010), however, may only accelerate under the current social and financial challenges. Nonprofit leaders should consider this option before it becomes an urgent necessity, when they can negotiate from a position of strength and the John B. Ravenal 15 CURATOR: THE MUSEUM JOURNAL conversation revolves principally around creating new opportunities, not managing crisis. Reluctant museum directors and trustees can take heart knowing that, rather than a sign of failure, this deep level of organizational change demonstrates proactive, reality-based decision making and responsible stewardship. Done correctly, mergers, integrations, and other such structural partnerships are a powerful tool, not only for shoring up fiscal sustainability, but for expanding a museum’s opportunities to serve its mission and increase its impact. Despite the inevitable sense of loss connected with major change, and the discomfort associated with compromise, an institution, like individuals, can gain END strength and unleash new energy and opportunity through the experience of deep change. ACKNOWLEDGMENTS Sincere thanks are due to many people who made the integration possible, especially Bruce Smith, deCordova’s former Deputy Director for External Affairs; Barbara Erickson, late President and CEO of The Trustees; Linda Hammett Ory, former deCordova President of the Board; David Croll, former Chair of The Trustees’ Integration Task Force; Tim Higgins, Town Administrator; James Craig, Selectman and Chair of the Town Integration Working Group; and Brad Bedingfield, deCordova’s legal counsel. REFERENCES Amherst H. Wilder Foundation, https://www.wilder.org/wilder-research/research-library/nonprofit-mergers Ames, D. (2013). Map the players, change the game: Evaluating who is—and should be—involved in deals and decisions. 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Managing a multiparty negotiation. Harvard Law School. https:// www.pon.harvard.edu/daily/dealmaking-daily/managing-a-multiparty-negotiation/ Stevens, S. K. (2008). Nonprofit lifecycles: Stage-based wisdom for nonprofit capacity, 2nd. ed. Stagewise Enterprises Inc. The Sustained Collaboration Network. https://www.sustainedcollab.org John B. Ravenal 17