Agenda Item No. V. B. 2.

Washburn University Board of Regents









SUBJECT: Mulvane Art Museum Accreditation





DESCRIPTION:



In July 2002, subsequent to a site visit and formal review, the Accreditation Commission of the American Association of Museums voted to continue the accredited status of the Mulvane Art Museum, pending receipt of additional documentation. Quoting from the August 5, 2002, letter from the AAM, the additional documentation required is a "Memorandum of Understanding (MOU) between the museum/university and the Friends group that clearly formalizes the roles of each with regards to policy-making."



The attached MOU was developed in response to this AAM requirement for accreditation of the Mulvane Art Museum. The Agreement articulates Washburn University is the owner of the Mulvane and its collections, and is responsible for its management. It also makes clear the important role played by the Friends of the Mulvane Art Museum in providing support to the Mulvane through its volunteer and fundraising activities.







FINANCIAL IMPLICATIONS:



None.





RECOMMENDATION:



We recommend that the Washburn University Board of Regents approve the attached MOU and authorize the President to sign it on behalf of Washburn University.







________________________ ___________________________

(date) Jerry B. Farley, President



MEMORANDUM OF UNDERSTANDING



THIS MEMORANDUM OF UNDERSTANDING is made by and between Washburn University, 1700 College, Topeka KS , 66621, hereinafter referred to as "University" and The Friends of the Mulvane Art Museum, Inc., 1700 College, Topeka, KS 66621, hereinafter referred to as "Friends."



THE PARTIES



University



Washburn University is a public institution of higher education organized and existing under the provisions of the Kansas Constitution (Article 6, Section 2) and state law (K.S.A. 13-13a03) a et seq) which operates the Mulvane Art Museum as a separate and permanent operational entity within the University. Friends



Friends



Originally incorporated as the Mulvane Art Center, Inc. on April 24, 1954, the Friends of the Mulvane Art Museum, Inc. is a Kansas not-for-profit corporation whose purpose, as stated in its Articles of Incorporation, is "to provide services to the community through Mulvane Art Museum at Washburn University of Topeka; and to foster interest in art and artists through educational means, and to encourage art in everyday life in the community."



RECITALS



A. The mission of the Museum is to provide members of the Washburn community, Topeka residents and visitors to the capital district of Kansas an arena in which they can learn to think independently and critically about art, to appreciate art as a vehicle for communicating human values, and to value the diversity of human creativity. Its exhibitions and programs are an extension of University's academic. As an operational entity of the University, the Museum is ultimately governed by University's Board of Regents. The Board of Regents delegates authority to the University President, the Vice President for Academic Affairs and the Museum director to manage museum operations.



B. The Vice President for Academic Affairs of Washburn University (VPAA) annually reviews museum operations and evaluates the museum director's performance. An extensive review of the museum is conducted once every five years as part of Washburn University's program review. After assessing museum operations, the review committee makes recommendations to the museum director. If needed, the VPAA may make further recommendations to the University President for appropriate action.



C. The museum director and staff are responsible for the care, preservation, interpretation, and display of the collection of art objects housed in the Museum, as well as for the acquisition and de-accession of such objects.



D. Museum operations are supported by several sources: university funds, endowed funds with the Washburn Endowment Association, grants, donations, and funds raised by the Friends of the Mulvane Art Museum, Inc., who maintain a dues paying membership and who hold numerous fundraising events each year. The university owns and maintains the museum collection, building and grounds.



IN CONSIDERATION OF the mutual covenants hereinafter set forth, the parties agree as follows:



1. PURPOSE



The parties agree and covenant that the purpose of this Memorandum of Understanding is to clarify the cooperative relationship between the University and Friends with regard to the Mulvane Art Museum (hereafter Museum) by establishing the respective rights and duties of the parties with respect to the University's operation and governance of the Museum.

2. UNIVERSITY RESPONSIBILITIES



University agrees and covenants it shall employ and pay the salary and benefits of a director of the Mulvane Art Museum and support staff as deemed necessary by the University to operate the museum The museum director shall be a voting member of the Friends' Board of Directors and the Executive Board of the Friends and the Director and support staff shall assist, as possible, the Friends in accomplishment of its mission..





3. FRIENDS RESPONSIBILITIES



Friends agrees and covenants it shall:



a. continue to provide, to the extent that it is able, the kinds of services it has in the past, including, but not limited to, promoting art and art education, volunteerism, fundraising, and participation in advisory committees for the benefit of Museum and/or University as needed by the University President, VPAA or museum director.



b. obtain permission from Museum's director prior to acting in the interests of the Museum and/or University such as soliciting funds, or seeking objects for the Museum collection as the parties understand and agree that coordination of fundraising activities for and on behalf of the University is necessary.



c. Friends shall advise University of its fundraising activities for the benefit of Friends.



d. obtain the written approval of the University prior to Friends' acceptance of a gifts with restrictive terms, gifts of personal property to be placed on the University's campus or gifts of real estate or personal property to be used for University or Museum programs, the Friends shall. Further, the University and the Friends agree that potential donors shall be advised that restricted gifts for the support of the Museum, the University, or their respective programs, gifts of personal property to be placed on the campus or gifts of realty or personal property for University programs cannot be accepted without the express approval of University.

4. RELATIONSHIP OF THE PARTIES



The parties agree their relationship is a cooperative one between two independent entities. To encourage, nurture and maintain the cooperative relationship the parties agree and covenants

:a. The current relationship whereby the University's Vice President for Academic Affairs serves as an ex-officio, non-voting member of the Friends' Board of Directors shall continue as it provides an open channel of communication between the parties.



b. Acting in cooperation with the VPAA, the President of the Friends shall appoint representatives from the Friends Board of Directors to sit on the selection committee in any appointment by the University of a Director for the Museum;



c. Should questions or concerns arise between the respective entities, including, but not limited to, priorities for fund solicitations or other issues affecting the relationship of the parties, a meeting of a liaison committee, comprised of the University's President and its Vice President for Academic Affairs and two members of the Friends' Board of Directors, may be called to discuss these matters.



5. AUDITS AND REPORTING



Each party agrees and covenants that it shall



a. Have a certified public accountant perform a full and complete annual audit of its finances and operations and shall provide the other party a copy of such annual audit not later than six (6) months following the close of the party's fiscal year, and shall notify the other the name of said auditor when appointed;



b. Permit representatives of the other to inspect its records and accounts at reasonable times during business hours;



c. Provide to the other in a timely manner reports of and information on its financial status and operations as may reasonably be requested by the President of the other party;

d. Provide the other party with a current list of its respective governing board, its officers and administrative employees and, further, to supplement such list from time to time as may be necessary to ensure a current list is in the possession of the respective Presidents; and,



e. each shall adhere to the donor restrictions governing endowment funds and or current gifts received by Friends, Museum or Univeristy for the benefit of Museum.

.











5. LIMITATION ON PAYMENT TO UNIVERSITY EMPLOYEES



a. The Friends agrees and covenants it shall make no payment to any University employee in connection with any activity for the support of the Mulvane Art Museum, the University, its programs, facilities or students and staff unless it first shall have obtained the University's written consent for the employee's participation and remuneration by the Friends.





6. INDEMNIFICATION



a. Each of the parties agrees and covenants to indemnify and hold harmless the other, its governing board, officers, agents, employees and students in their official and personal capacities, from and against any and all claims, damage liability, injury, expense, demands, causes of actions, judgments, including court costs and attorneys' fees arising out of or resulting from the acts or omissions of its officers, agents or employees. The parties agree and covenant that this provision shall survive the termination of this Memorandum of Understanding.



7. NON-DISCRIMINATION



a. The parties agree and covenant that neither shall discriminate upon the basis of race, color, sex, religion, creed, handicap/disability, national origin, sexual orientation or upon any other basis as may be proscribed by federal, state or local law. Further, the Friends agrees and covenants that it shall comply with all non-discrimination laws to which University may become subject and to comply with the University's Equal Educational and Employment Opportunity Policy Statement now in force or which may hereafter be promulgated.



8. TERM; TERMINATION



a. The parties understand and agree that the term of this Memorandum of Understanding shall be indefinite. Further, the parties understand and agree that this Memorandum of Understanding may be terminated by the other upon written notice to the other not less than one (1) year in advance of the proposed termination date. 365 days after receipt of the notice of termination, this Memorandum of Understanding shall terminate as though that date were originally fixed as the date of termination.



9. AGREEMENT COMPLETE



a. The parties agree and covenant that this Memorandum of Understanding constitutes the entire agreement of the parties and that no prior agreement or representation, written or oral, shall be binding or of any force or effect. This memorandum supersedes all other policy documents relating to museum governance to the extent that those documents are inconsistent with the relationship described herein. Further, this Memorandum of Understanding may not be amended, modified, altered or enlarged except by a writing signed by the duly authorized representatives of the parties hereto.



10. AGREEMENT BINDING



a. The parties agree and covenant that this Agreement shall be binding upon and inure to the benefit of the successors, assigns and legal representatives of the parties hereto.



11. NOTICE



a. The parties agree that notice to either party of this agreement must be in writing signed by the party giving it and shall be deemed given when mailed postage prepaid by U. S. Postal Service, first class, certified or express mail, or other overnight mail service or hand delivered when addressed as follows:



To University To President

President Friends of Mulvane Art Museum, Inc.

Washburn University of Topeka c/o Mulvane Art Museum

1700 SW College 17th Street & Jewell

Topeka, KS 66621 Topeka, KS 66621



or to such other addressee as may be hereafter designated in writing or made by amendment to this Memorandum of Understanding. All such notices shall be effective only when received by the addressee.



IN WITNESS WHEREOF, the duly authorized representatives of the parties have executed this Memorandum of Understanding on the day and year written above.



UNIVERSITY MULVANE









By: _______________________ By: _______________________








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