Executive Summary
1. Board Elections
Michael Jensen was voted President Elect. Lorna Hughes, Director
of the Humanities Computing Group at New York University, and Leonard
Steinbach, CIO at the Cleveland Museum of Art, were elected as new
board members and Stanley Katz was re-elected for a second term.
Retiring members Christine Sundt and John Unsworth were thanked
for their service.
2. Program Review
David Green declared that the principal achievement of 2002 was
the publication of the NINCH Guide to Good Practice, made available
online to members (October 25) and the world at large (November
18) at http://www.ninch.org/guide
through the generous donation of server space and staff by New York
University. A dispute with our sub-contractor at the University
of Glasgow was close to resolution, with agreement to pay the third
of four $22,000 payments due Glasgow but to return the fourth payment
to the Getty Grant Program, keeping some $5,200 in direct costs,
agreed to by Getty. Comments to date were very favorable, although
most reviewers were awaiting a PDF version (to be released early
February). The Working Group’s plan for the future of the Guide
is to solicit comments, formally evaluate it, update and add content
and publish a second version both online and in hard copy.
Museums Meeting
An interesting day-long meeting held July 23 with ten representatives
of the museum sector marked the first of what might be a series
of meetings with individual sectors to discover how NINCH could
better serve them. Two of the ten representatives were not NINCH
members but the strong message was that NINCH was doing an excellent
job at communicating between the sectors and had to focus even more
by preparing issue briefs and developing its advocacy/policy role.
The meeting was nicely leveraged by a keynote speech by Stan Katz
at the Museum Computer Network conference in which he made frequent
reference to the meeting report. Meeting report and paper are available
at <http://www.ninch.org/forum/museums.html>.
David’s report raised some Board comments about how NINCH worked
across the sectors – and how some sectors might need NINCH
more than others.
Copyright Town Meetings
The notable development that David Green emphasized in his report
on the NINCH Copyright Town Meetings was that they were not only
in great demand but were fostering new kinds of income-producing
collaboration. Two meetings had attracted the sponsorship (financial
and in-kind) of the IP sections of State Bar Associations (Georgia
and Oregon); one had received $5,000 in corporate sponsorship from
New York law firm Cowan, Liebowitz & Latman, P.C., two were
being financially and programmatically co-produced with the Canadian
Heritage Information Network and one was being fully covered by
its co-hosts (Case Western Center for Law, Technology & the
Arts and the Cleveland Museum of Art). Another outgrowth of the
town meetings is a new series of practical copyright workshops,
co-produced with OCLC and the Colorado Digitization Project, for
which NINCH receives a fee of $3,600.
3. Finance and Budget Review
2002: Despite our managing to increase membership dues by
$22,000 in a difficult economic climate, we showed an overall deficit
of $30,000 for fiscal 2002. NINCH carried forward a $20,000 deficit
from 2001 and received $33,000 in contributions as well as a $10,000
grant from the Kress Foundation, but no other grant funding. Expenses
were generally in line with the budget but showed an overall excess
of $10,000, including employee costs that were $6,000 higher than
budgeted, due to unexpected transition costs between assistants.
2003: David Green presented two versions of a 2003 budget.
The expenses were identical in each, but revenues in the “basic”
budget assumed $15,000 less in membership dues and $25,000 less
in overhead and salary allocation from grant income and showed a
corresponding deficit of $40,000. Initial discussion showed that
the board would reject the balanced budget (and its income projections)
and would only approve the “basic budget” if expenses
were trimmed by $40,000 to balance. After Board discussion of the
Transition Committee, NINCH staff was instructed to re-work the
budget and to distribute it by January 15th for discussion and approval.
4. Transition Committee Report and Discussion
Charles Henry discussed the formation and objectives of a Transition
Committee that recognized the fiscal issues facing NINCH and had
prepared a set of three scenarios for its future, outlined in the
“NINCH Transition Year” document, which it was asking
the Board to consider. Scenario A would dissolve NINCH and find
homes for its products; Scenario B would combine NINCH and its programs
with other organizations; and Scenario C would plan for a more robust
financial structure for the organization. By the end of Board discussion,
a fourth option, Scenario D, was proposed, by which an RFP would
be released, inviting other organizations to absorb NINCH. Under
this scenario, the Executive Director would be let go May 31, while
the Director’s Assistant would remain through the end of the
year. When put to the vote, three members voted for dissolution
and eight voted for the new fourth option.
The Board moved into Executive session to discuss the performance
review of the Executive Director. The meeting adjourned at 2:30
PM
FULL REPORT
1. Introduction and Elections
Before the meeting itself commenced, Patricia Williams reported
on a gift to Americans for the Arts of $120 million from the Lilly
Estate. Americans for the Arts will receive its first disposition
in January 2003 and expects to have a new strategic plan in place
by mid-year. Sam Sachs thanked Pat for the special contribution
of $20,000 that Americans for the Arts had made to NINCH in 2002.
He noted his understanding that this gift will not have a direct
impact on NINCH in 2003; Pat concurred.
Sam Sachs called the meeting to order at 10:25 AM. Board members
and staff introduced themselves.
Sam asked for questions or comments on the minutes of the May 2002
Board meeting. Pat Williams moved a motion to approve the minutes.
This was seconded by Chuck Henry and unanimously approved.
Sam Sachs and David Green introduced the slate of new Board members:
Lorna Hughes, Director of the Humanities Computing Unit at New York
University; Stanley Katz, Princeton (re-election), and Leonard Steinbach,
CIO at the Cleveland Museum of Art. Christine Sundt moved to approve
the slate. Steve Hensen seconded the motion, which was approved
unanimously.
The new officers are: Chuck Henry as President, through December
2003, Michael Jensen as President Elect, and Joan Lippincott as
Secretary-Treasurer, through December 2003. Sam Sachs will be Past
President. David and Sam thanked the retiring Board members Christine
Sundt and John Unsworth.
2. Program Review
Building on the Summary Report submitted to the Board, David Green
gave an overall account of NINCH’s accomplishments in 2002.
The NINCH Guide to Good Practice
The principal achievement Green cited was the online publication
of The NINCH Guide to Good Practice in the Digital Representation
and Management of Cultural Heritage Materials http://www.ninch.org/guide.
This was made available online to members, from October 25, and
to the world at large from November 18).
Publication took much longer than planned, principally due to the
overall unsatisfactory performance of NINCH’s sub-contractor,
the Humanities Advanced Technology and Information Institute (HATII)
of the University of Glasgow. Increasingly dissatisfied with the
quality of many of the draft chapters provided by HATII, the NINCH
Working Group took over revising the submitted chapters and, in
some cases, re-writing them. One key feature of the Guide, a set
of decision trees, was never completed by HATII. When the Working
Group completed its revisions, the text was mounted online as a
volunteer effort by the Humanities Computing Group at NYU, directed
by Lorna Hughes. The Working Group’s plan for the future of
the Guide is to solicit comments, formally evaluate it, update and
add content, develop the missing decision trees and accompanying
online navigation system and publish a second version both online
and in hard copy.
Unfortunately, as relations with HATII worsened, there was a change
in personnel at the Getty Grant Program, the funder of the Guide,
and communication with the Getty about developments was not as it
might have been. In retrospect, the Working Group, in taking over
the revising and re-writing of the Guide, would have done well in
consulting with the Getty about the most appropriate action to take.
At the May 24, 2002, Board Meeting, there was some discussion as
to whether, given HATII’s performance, all of the remaining
funds should go to HATII, or not. In the intervening period, the
Board agreed to invoke a clause in the NINCH contract with the University
of Glasgow that stated that if NINCH was unsatisfied with the product
it had the right to terminate the agreement and to keep all unpaid
funds. At the time, only $44,000 of the $88,000 due HATII had been
paid. After much consultation, we agreed to pay the third of four
$22,000 payments in exchange for recognition from Glasgow that the
contract was indeed terminated. When the Getty Grant Program was
asked whether NINCH could be reimbursed for the investment of its
staff time (to the extent of the final $22,000), it declined, although
it did agree to cover some $5,500 in estimated direct costs (for
a copy editor, conference calls and an additional Working Group
meeting). The University of Glasgow is investigating the incident
and it reached the level of Malcolm McLeod (Vice Principal for External
Relations & Marketing) and Professor Sir Graeme Davies, Principal
of the University.
Sam Sachs commented that we seem to be moving towards resolution
with both the Getty and HATII. [As these minutes are written, we
have received the “letter of completion” from the University
of Glasgow, we have sent the University of Glasgow the $22,000 payment
and we have mailed a check for $16,786 to the Getty Grant Program
(reflecting actual direct costs incurred by NINCH.]
David commented that, in his opinion, the Guide is the most significant
thing that NINCH has done. Sarah Pritchard questioned whether a
print version for future editions was a good strategy, given the
changing nature of the content. David replied that the demand for
hard copy was very strong and that NINCH was producing a PDF version
in response to that demand. A hard copy edition of a future version
seemed to make sense. John Unsworth made comparisons with the versions
of the TEI Guide, produced in electronic and hard copy. Innodata,
one of NINCH’s two new corporate council members, offered to
generate an e-book version of the guide for free. The Board recommended
that we follow up on that offer.
Museums Meeting
David reported on the Museums Meeting, held July 23 at the Smithsonian
American Art Museum, which he thought should be the first in a series
of sector meetings to explore how NINCH could best serve the different
sectors. Administrators at various levels at institutions attended
(from Deputy Director and CIO to Director of Interpretation and
General Manager for Electronic Information Planning) and discussed
the chief issues on their minds and how NINCH might best play in
their world. Although only eight of the ten were NINCH members,
the message was that NINCH was an important part of their consciousness,
key in alerting them to the state of play in other sectors. NINCH
clearly had a role in demonstrating how the various pieces of the
community fit together. Participants felt NINCH’s communication
role was most important and they asked for a series of “issue
briefs” that would clarify key policy and action items in networking
cultural heritage. While one participant questioned NINCH’s
effectiveness, the rest were strong supporters of what NINCH was
already doing.
Stan Katz commented that the report of the meeting (available at
<http://www.ninch.org/forum/museums.html>)
was excellent. Stan had leveraged the dynamic via a keynote address
he gave in September at the Museum Computer Network conference.
His talk was titled “What Do We Want from the Cybermuseum?”
and is also available at the above URL. To a question whether the
sector-by-sector approach was that useful, as NINCH was very much
about breaking down the differences between them, David replied
that he thought NINCH did need a stronger presence in each of the
sectors that made up our constituency. To this, Sarah Pritchard
commented that she thought libraries can work already with other
sectors without belonging to NINCH and that our products are freely
available to members and non-members alike. Christine Sundt thought
museums found NINCH offered them a means to get involved in and
learn from other communities. Sam Sachs commented that the conference
NINCH and CLIR co-sponsored (“Building and Sustaining Digital
Collections: Models for Libraries and Museums,” February 2001)
had clearly demonstrated the value of providing different forums
for communication and collaboration between these sectors.
Sam also commented that more organizations are asking why they
should pay dues to so many other organizations. This is related
to what Stan Katz called the “free rider” problem with
organizations like NINCH freely producing for the public good. This
is a hostile environment to find support for such free public activity.
This, he said, was borne out by the early draft of a report, authored
by Diane Zorich for CLIR on the state of digital cultural heritage
nonprofit organizations: we clearly have a sectoral problem.
John suggested NINCH try to engage more scholarly publishers; Michael
Jensen, agreeing, added that he’d like to see more advocacy
for legal issues such as the DMCA and economic issues, such as increasing
the funding for the Humanities. Steven Hensen agreed, commenting
that the strong stance on public advocacy recently taken by the
Society of American Archivists has been almost universally well
received by its members.
Copyright Town Meetings
David continued his report by describing the continuing and developing
success of the Copyright Town Meetings. While there was no Kress
funding for meetings in 2003, a spectrum of income-producing collaborations
had enabled NINCH to continue with the series. One example was with
a new member, the Canadian Heritage Information Network (CHIN).
CHIN had jointly sponsored a Copyright Town Meeting at the MCN conference
and then invited NINCH to co-publish the resulting book, on the
creation of museum IP policy, written by Diane Zorich. NINCH will
receive 50% of the net profits of US sales. A follow-up meeting,
around the book, will also be co-sponsored by NINCH and CHIN as
one of the pre-conference workshops at the annual meeting of the
American Association of Museums. While CHIN will share in the cost
of mounting the workshop, NINCH will collect all the gate receipts.
The next Copyright Town Meeting, in New York, has received $5,000
sponsorship from the law firm Cowan, Liebowitz & Latman, P.C.,
and two other meetings have been co-sponsored by State Bar Associations.
A meeting in Cleveland is being funded by the new Case Western Center
for Law Technology and the Arts along with in-kind support from
the Cleveland Museum of Art.
As an outgrowth from the Town Meetings, NINCH is collaborating
in a new series of practical copyright workshops with OCLC and the
Colorado Digitization Project. For working on the programming, NINCH
receives a fee of $3,600.
3. Budget Report.
Report for 2002
Overall: carrying forward a $20,000 deficit from last year, and
with no grant income this year, we showed a deficit of $30,000.
Revenue: Although membership dues increased by $22,000 and we received
contributions of $33,000, and a Kress retrospective reimbursement
of $10,000 for two Copyright Town Meetings, overall income fell
$30,000 below expectations ($20,000 less than we’d budgeted
for contributions, $10,000 less in corporate council income; and
$10,000 less in overhead from projected grant income).
Expenses: Expenses were generally in line with the budget but showed
an overall excess of $10,000. Employee costs were $6,000 higher
than budgeted, mostly due to unexpected transition costs as there
was some overlap between assistants Amy and Sarah.
Although we had made arrangements for a loan from Americans for
the Arts to enable NINCH to complete its fiscal year, we did not
need it and had dues in hand to cover the cash flow needs for the
end of the fiscal year.
Budget for 2003
David Green presented both a “reasonable” and a “basic”
budget for 2003. Both had identical expenses but the reasonable
budget was balanced and assumed $40,000 more in income. The basic
budget assumed $15,000 less in membership dues and $25,000 less
in overhead and salary allocation from grant income.
Joan Lippincott (Treasurer) said she could not vote for the “Reasonable”
Budget. Winston Tabb said he could not vote for a deficit budget;
would approve only the revenue side of the Basic Budget and ask
for an expenses budget that would cut $40,000 so that it balanced.
Stan Katz suggested postponing a budget resolution until after a
discussion on a NINCH “transition.”
4. Transition Committee Report and Discussion
Charles Henry described the Transition Committee’s work and
the “NINCH Transition Year” document included in the board
packet. As an acknowledgment of NINCH’s difficult budget situation,
the Board had established a Transition Steering Committee that comprised
David Green, Charles Henry, Stan Katz, Joan Lippincott, Kathleen
McDonnell, John Unsworth and Patricia Williams, with Steve Wheatley
from ACLS as an advisor. The committee had focused mostly on fiscal
issues but thought that these issues dovetail into the purpose and
rationale of NINCH. Many were very concerned about the potential
of a $40,000 deficit in 2003. The committee wanted the Board to
consider whether and how NINCH should continue as an organization
and had developed the three scenarios presented in the document.
One was to dissolve NINCH and find homes for its products; the second
was to combine NINCH and its programs with other organizations;
and the third was to plan for a more robust financial plan for the
organization. The document lists many of the issues discussed by
the transition committee.
Stan Katz opened the discussion by pointing out that this was a
structural problem: can we, in the short term bring in enough dues
revenue to sustain the kind of organization that has meaningful
activity and capability to develop grant proposals. He thought that
David had done an admirable job in bringing in new income, but in
terms of cost-benefit, were there realistic prospects for bringing
in enough to sustain the organization? He thought the funding environment
was very bleak and we were not likely to obtain funding on the scale
we had for the Building Blocks Workshop or for the NINCH Guide.
He therefore thought the third scenario an unpromising one to pursue
and recommended concentrating on the first two.
Steve Hensen disagreed. He didn’t think the third option should
be characterized (as it had been in conversation) as “business
as usual,” since it assumes deliberate effort in searching
for new sources and new kinds of income and doing new things. Sarah
Pritchard, though, thought the third option should be taken off
the table and encouraged the group to consider NINCH being fully
subsumed into another organization. Steve Hensen, however, was unwilling
to take C off the table: we had, he said, just had an enlivening
discussion of many of the valuable contributions of NINCH and the
work needs to continue.
Winston Tabb declared that to continue, NINCH needed support from
the library community, which he did not believe was there. Tabb
preferred the first option and recommended finding ways for NINCH
program to be continued by groups like CLIR or CNI, believing members
would be satisfied to have their dues spent on an orderly shut-down.
Others noted that if NINCH were to be subsumed into another organization,
the Board would have to be very careful about the nature of that
organization in terms of stakeholders. What might be feasible? Sam
Sachs described how AMICO went about its recent transition, issuing
a Request for Proposals and subsequently finding a supportive environment
at the University of Toronto.
David Green expressed frustration that the Board was giving up
on the third option, before it had seriously spent time examining
other funding structures and other funding possibilities. While
incremental measures had shored NINCH up he felt it was time for
developing larger and longer-term strategies. Joan, however, defended
the input of the Board.
John Unsworth described the second option (of combining and deeply
collaborating with other organizations) as such a new approach:
one that was offered but had not been actively pursued. Sarah Pritchard
ventured that NINCH has lacked a glue for bringing together its
constituencies. Stan countered that NINCH had facilitated the development
of a virtual community, but the problem is how to pay for that.
The Zorich report offered no solutions. Stan was concerned about
bringing in the corporate sector in an entrepreneurial model because
its interests and issues were at root different from ours. Pat Williams
also warned that some entrepreneurial models can compete with the
efforts of an organization’s own members. Stan declared that
another model is to find a university center that has a budget that
could assume some or all of NINCH’s functions.
NINCH might continue as a partially funded organization, perhaps
in conjunction with other organizations. Winston Tabb preferred
a continuation of NINCH’s program rather than of the organization.
Chris Sundt reminded the group that NINCH was to be a voice not
beholden to a particular group and that would be a concern with
finding it a home. She ventured that one strategy might be to find
a sympathetic Washington association to share staff costs.
The conversation ended with Pat Williams saying she was not comfortable
with the third option and Chuck Henry declaring that the Board was
faced with an imminent collapse of NINCH: surviving 2002 had consumed
too much time; it was now time for decisive steps.
Joan proposed a straw poll on the scenarios, including a fourth
option: issuing an RFP for an organization to absorb NINCH and to
possibly maintain NINCH’s identity. Chuck added to this that
the Board declare the continuation of the current staffing structure
until May 31, when the executive director would be let go, while
Board and Transition Committee work to maintain the program activity.
The straw poll yielded 3 votes for the first option (dissolve NINCH
and find homes for its programs) and 8 votes for the new fourth
option.
Winston Tabb commented that it would be important to ensure the
RFP is very clear on what is meant by “taking over” NINCH
and that we may need to be flexible about it. The Board might need
to approach possible institutions. The National Humanities Center
was suggested as one example.
Returning to the issue of a 2003 budget, Joan Lippincott proposed
a motion that staff prepares a balanced budget that takes the current
staffing structure through May 31, 2003 and keeps the assistant
at work through the end of calendar 2003. Such a budget should be
presented to the Board by January 15, 2003. The motion was seconded
by Chuck Henry and was unanimously approved. [The budget as distributed
January 14.]
The Board moved into executive session under Chuck Henry’s
chairmanship to discuss the performance review of the Executive
Director.
Chuck asked for a motion to adjourn, Sarah Pritchard moved the
motion; John Unsworth seconded it. The meeting adjourned at 2:30
PM.
2002 ANNUAL
BOARD MEETING