Worcester Art Museum Trustee Manual March 2024

The Worcester Art Museum connects people, communities and cultures through the experience of Art.

Trustee Manual

March 2024

Dear Trustees of the Worcester Art Museum,

Welcome to your Trustee Manual and thank you for your commitment to this institution. In 1896 a small and forward-thinking group of philanthropists founded the Worcester Art Museum; the Museum was opened to the public in 1898. At that time, who could have anticipated the role this institution would play for an ever-growing and evolving community, way beyond the confines of the city.

So many generations of Trustees, with their vision, ambition, and generosity, have contributed to our institutional vibrancy, as have the many stakeholders, which include Corporators and Staff. Your service and that of your successors will contribute to that trajectory, as WAM reflects the changes of our society, keeping our collections of art from all over the world relevant and impactful.

The Charter of Incorporation, which you can find at the beginning of the “Governing Documents and Policies” was our first institutional document. It has been updated only once, but the foundational mission to collect art for the benefit of all was never in doubt. At the same time, our society has become more complex, as has the functioning of the Museum, which explains the number of documents contained in this manual.

We continue to upgrade and update the Trustee Manual so you have all the information at your fingertips. The volume might appear overwhelming at first, but consider this more like a kind of encyclopedia, with entries that you can consult when you have questions or need to read in further depth. As always, any suggestions as to what we might add or subtract are welcome

In your role as Trustees, you are playing an important part in the continuing journey of the Worcester Art Museum. Thank you again for your commitment!

Dorothy Chen-Courtin

Matthias Waschek President, Board of Trustees

Jean and Myles McDonough Director

About the Worcester Art Museum

ORGANIZATIONAL PROFILE: Worcester Art Museum

Founded in 1896, the Worcester Art Museum’s (WAM) mission is to “connect people, communities, and cultures through the experience of art.” WAM actively pursues this mission by sharing and caring for its distinguished encyclopedic collection, and through special exhibitions and events, innovative programming, university and community partnerships, and art classes and workshops. Awarded the state arts council’s highest honor for its work integrating universal design principles into its mission, the Museum presents initiatives and programs that make arts and culture accessible and inclusive for people of all ages, abilities, and backgrounds.

Highly regarded as the cultural centerpiece of Central Massachusetts, WAM is located in New England’s largest urban center outside of Boston. The City of Worcester (pop. 185,000), with its diverse and rapidly increasing immigrant populations (21% are Hispanic, 11.6% are African American, and 7.6% are Asian, and over 20% of residents are foreign-born), provides a fertile context for the Museum to create and nurture cross-cultural connections through art. WAM serves over 120,000 on-site visitors (pre-Covid), including students from the region’s 12 colleges and universities and urban public schools, and extends its reach to a global audience of over 1,000,000 more through its digital collections and online resources, traveling exhibitions, and art loans.

WAM broadens its impact as a community catalyst and is the driver and anchor of the surrounding Salisbury Cultural District, a collaborative cultural economic development initiative designated by the state. In addition, WAM is a major contributor to Worcester’s vibrant nonprofit arts and culture sector which supports over 4,000 full-time equivalent jobs and generates a significant $125.7M in total annual economic activity, $61.2M in cultural event-related spending by audiences (Arts & Economic Prosperity 5, Americans for the Arts, 2017).

The collection of 38,000+ objects contains superlative examples representing 51 centuries of creative spirit and cultural heritage, including some of the finest Roman mosaics in the U.S., world-renowned works of European and American art, and 3,500 Japanese prints documenting the entire history of printmaking in Japan. Since acquiring the Higgins Armory collection in 2014, WAM is home to the second-largest collection of arms and armor in the Americas, next only to the Metropolitan Museum of Art and on par with the Philadelphia Museum of Art. WAM was the first museum in the US to purchase a work by Monet (1910) and Gauguin (1921). It was also the first to install an entire work of architecture – a 12th-century Romanesque chapter house – as a permanent exhibit, and among the first to exhibit photography as fine art (1904).

In its long history, WAM has been at the forefront of developing new practices that today are commonplace. A pioneer in arts education, WAM started its partnership with local public schools as early as in 1911. WAM was also an early entrant into the work of museum accessibility and was one of only a handful of museums nationwide selected by the Lila Wallace-Reader’s Digest Fund (now The Wallace Foundation) in the mid-1990s to develop models for audience development and engagement. In addition, WAM has one of the oldest conservation departments in the country and was the first to publish technical information in an exhibition catalogue (1935). With its state-of-the-art lab, WAM continues to make important contributions to the field of art conservation.

The WAM operates on an $12.5M annual budget, is governed by an active 24-member Board of Trustees and 200member Corporation, and has over 3,000 members and 100 Business and Educational Partners. It currently employs 70 full-time and 90 part-time personnel (many professional artist on faculty among the latter). WAM proudly enlists hundreds of volunteers and docents that show the deep roots of the organization in the community.

WORCESTER ART MUSEUM

Press Coverage Highlights

WBUR

A small but powerful exhibit showcases Faith Ringgold's work in Worcester

By Arielle Gray,

January 5, 2024

Boston Art Review

“Faith Ringgold: Freedom to Say What I Please” at Worcester Art Museum

By Karla

Mendez, January 8, 2024

Boston Globe

At 93, American artist Faith Ringgold is finally getting her due

By Murray Whyte,

January 11, 2024

Telegram & Gazette

Plans this weekend? Get new ink inspired by Rembrandt at the Worcester Art Museum

By Veer Mudambi,

February 9, 2024

CBS News Boston (WBZ-TV)

Worcester Art Museum brings rare world history relics together with local culture

By Kate Merrill,

February 29, 2024

Matthias Waschek

WORCESTER ART MUSEUM LEADERSHIP TEAM

Jean and Myles McDonough Director

Matthias Waschek was appointed Director of the Worcester Art Museum in November 2011. Originally from Germany, he has a PhD in art history from Bonn University. Throughout his 30-year international career in the museum world, Waschek has worked to connect the broader public with new thinking about art history and archaeology—as Head of Academic Programs at the Louvre Museum in Paris (1992–2003), as Executive Director of the Pulitzer Arts Foundation St. Louis, Missouri (2003–2011), and now at the Worcester Art Museum. In addition, he has published extensively on French art of the 19th century, as well as on 20th-century and contemporary art.

Phyllis Boot

Executive Assistant

Phyllis Boot oversees all daily activities of the Director's office and supports special projects of the Jean and Myles McDonough Director, as well as major aspects of Board engagement and management. Throughout her career, she has served as an executive assistant to numerous CEOs in the for-profit and not-for-profit sectors. Prior to joining the Worcester Art Museum, Boot was Executive Assistant of the CEO of VNA Care and of the Chief Human Resources Officer at Atrius Health. She also served as the Office and Systems Manager at The Wayland Group, a consulting practice serving non-profits. Boot joined the Worcester Art Museum’s leadership team in January 2018 and holds a bachelor’s degree in business administration from Boston University.

Paul Comerford

Director of Facilities

Paul Comerford manages both the day-to-day maintenance and the long-term revitalization of the Museum’s campus including its historic main building with the ongoing goal of facilitating welcoming and inspiring experiences for visitors, staff, and partners. Comerford joined the Worcester Art Museum in 2023 and has been working in the facilities management field for over 30 years. He grew up in Dublin, Ireland, and attended the Dublin Institute of Technology, where he studied business management. He emigrated to Massachusetts in 1989, where he has since managed facilities for Brigham and Women’s Hospital, the Town of Needham, the Town of Natick as Director of Public Facilities, and in 2017, as Director of Facilities for Worcester Public Schools, responsible for 50 buildings.

Marillyn Earley

Chief Advancement Officer

Marillyn Earley has worked in the development field for more than 25 years, including eight at the Worcester Art Museum. Prior to rejoining the Museum in 2017, she served as WAM's Annual Fund Director from 1995 to 1998 and as Director of Development from 1998 to 2001. She led the Centennial Campaign at the Worcester Art Museum that raised more than $30 million to build the Museum’s endowment. From 1998 to 2017,

Earley was the Director of Advancement at Worcester Academy, where she led the completion of their Honor the Legacy campaign and initiated and led their recently completed ONWARD campaign. She has a bachelor's degree from Boston University and has completed additional course work in education and non-profit management.

Madeline Feller

Director of Communications and Marketing

Madeline Feller is responsible for leading all comprehensive communications and marketing activities including branding, public relations, advertising, social media, and web presence. She also serves as the Museum’s primary spokesperson and media contact. With the Museum’s mission, vision, and Strategic Plan central to her day-today, her focus is on broadening the Museum’s audiences and further engaging current audiences. Feller joined the Worcester Art Museum in 2022 after working for six years in communications at the Smithsonian Institution’s Hirshhorn Museum and Sculpture Garden in Washington, DC. She has a bachelor's degree in art history and communications from McGill University.

Julie Quinne

Interim Human Resources Director and Culture Consultant

Julie Quinne oversees Human Resources and leads the Museum’s efforts to develop and maintain a diverse, equitable, accessible, and inclusive culture. She brings over 20 years of experience in executive leadership, human resources, and management development, running her own consulting company, Uncommon Consulting, LLC, since 2009 and leading various human resources teams at the executive level in both domestic and international settings. A life-long resident of Worcester, Quinne holds a bachelor’s degree in interpersonal communication and rhetoric from the University of Massachusetts, Amherst, and a master’s degree in management from Lesley University in Cambridge, Massachusetts, and was a recipient of Lesley’s Award for Excellence in Management Research.

Gareth Salway

Director of Collections Management

Gareth Salway is responsible for collections management, overseeing the Museum's Registration and Exhibition Design & Fabrication departments, as well as the library and archives. Salway has been involved with museum collections management for 25 years, beginning his career in the United Kingdom where he worked in both governmentowned and independent museums. Prior to joining the Worcester Art Museum in 2015, Salway worked on the development of international collections management standards and served on the Board of Collections Trust, the UK's national body for collections management. He has a master's degree in museum studies from the University of Leicester.

Mark Spuria

Chief Financial Officer

Mark Spuria oversees all of the Museum’s financial operations, with an emphasis on assuring alignment with the organization’s strategic goals. He has more than 20 years of experience in financial management and administration in the arts, having served most recently as the General Manager (2016–present) and CFO (2011–2016) for the

Maynard, Massachusetts-based company Verne Q. Powell Flutes, where he worked since 1996. In addition to his financial skills, Spuria has a love of the arts: he served as the Principal Clarinetist for the Singapore Symphony Orchestra for seven years and has held positions on a number of different non-profit boards, including ArtsWorcester, the Worcester Chamber Music Society, and as a Corporator and member of the Finance Committee for the Worcester Art Museum.

Marnie Weir

Director of Education and Experience

Marnie Weir oversees the full scope of art education at the Museum, including preK–12 school programs, studio art classes, tour and docent programs, public programming, community partnerships, and gallery interpretation. Using the Museum’s mission, vision, values, and collection as the foundation, she leads a collaborative focus on learning and inspiration, helping connect visitors of all ages and abilities with art and its ongoing relevance to daily life. With over 20 years of experience, Weir joined the Worcester Art Museum in 2018 after working at the Cathedral of Saint John the Divine in New York City. She has a master’s degree in museum education from Bank Street College of Education.

Claire C. Whitner

Director of Curatorial Affairs and the James A. Welu Curator of European Art

Claire Whitner brings together the Worcester Art Museum’s curators and conservators to collaborate on new exhibitions and installations, closely guided by the Museum’s mission to connect people, communities, and cultures through the experience of art. She takes a leading role in shaping the Museum's collecting efforts, working with the Director and curators to identify and secure gifts and purchases that address specific collection needs. Whitner also oversees the Museum's ongoing work to reexamine installations in permanent collections galleries. Prior to coming to the Worcester Art Museum, Whitner served as Assistant Director of Curatorial Affairs at the Davis Museum at Wellesley College. She has also held curatorial and research positions at the Museum of Fine Arts, Boston, the Skirball Cultural Center, and the Getty Research Institute at the J. Paul Getty Museum. She has expertise in German modernism and 17th-century Dutch painting and holds a PhD in Germanic languages from the University of California, Los Angeles.

WORCESTER ART MUSEUM CURATORIAL AND CONSERVATION TEAM

Curatorial

Claire C. Whitner

Director of Curatorial Affairs and the James A. Welu Curator of European Art

Claire Whitner brings together WAM’s curators and conservators to collaborate on new exhibitions and installations that address a central element of the Museum’s mission: connecting visitors, communities, and cultures through experiences with art. Whitner takes a leading role in shaping the Museum’s collecting efforts, working with the Director and curators to identify and secure gifts and purchases that address specific collection needs. She also oversees the Museum’s ongoing work to reexamine installations in permanent collections galleries. She has expertise in German modernism and 17th-century Dutch painting and holds a PhD in Germanic languages from the University of California, Los Angeles. Prior to coming to the Worcester Art Museum, she served as Assistant Director of Curatorial Affairs at the Davis Museum at Wellesley College. She has also held curatorial and research positions at the Museum of Fine Arts, Boston, the Skirball Cultural Center, and the Getty Research Institute at the J. Paul Getty Museum.

Nancy Kathryn Burns

Stoddard Curator of Prints, Drawings and Photographs

Nancy Kathryn Burns oversees the Worcester Art Museum’s collection of pan-Atlantic prints, drawings, and photographs. She has served as the curator or co-curator for 18 exhibitions including Cyanotypes: Photography’s Blue Period (2016), Photo Revolution: Andy Warhol to Cindy Sherman (2019), and Us Them We | Race Ethnicity Identity (2022). Burns has received various accolades for her work including a firstplace Award for Excellence for an Outstanding Exhibition from the Association of Art Museum Curators (2017). She is also the co-author of Rediscovering an American Community of Color: The Photographs of William Bullard, 1897-1917, winner of the 2018 Historic New England Book Prize.

Samantha Cataldo

Associate Curator of Contemporary Art

Samantha Cataldo stewards the presentation and interpretation of post-war and contemporary art at WAM and develops the Museum’s collection of global contemporary art. She plays a leading role in the development of new exhibitions and long-term installations, as well as directing the Museum’s Southeast Asia Artists-inResidency. Through her work on collections, exhibitions, and programming, Cataldo helps further the Museum’s commitment to enhancing the visibility of underrepresented communities of artists. Prior to joining the Worcester Art Museum in 2022, Cataldo served as Senior Curator of Contemporary Art at the Currier Museum of Art in Manchester, New Hampshire.

Yagnaseni Datta

Sohail and Mona Masood Assistant Curator of Asian and Islamic Art

Yagnaseni Datta oversees the museum’s collection of Asian and Islamic art, working on exhibitions, curating the permanent collection, and finding opportunities to expand the collection in these areas. This includes revitalizing the Museum’s Asian art galleries and giving a fresh look to their presentation and interpretation. Before joining the Worcester Art Museum, Datta served as the Graduate Curatorial Intern of Asian Art at the Yale University Art Gallery for four years. At YUAG, she curated six themed installations, including “Practice as Power in the Paintings of South Asia” (2021-2022) and “Ragamala Paintings from Northern India” (2019-2020). She has also held curatorial positions at the Jewish Museum in New York and the National Museum of Scotland in Edinburgh. Yagnaseni is completing her Ph.D. in the History of Art at Yale University, focusing on early-modern Islamic and South Asian art.

Jeffrey L. Forgeng

The Higgins Curator of Arms & Armor and Medieval Art

Jeffrey Forgeng has curated the John Woodman Higgins Collection since 1999, first as the Paul S. Morgan Curator at the Higgins Armory Museum and, since 2014, as The Higgins Curator of Arms & Armor and Medieval Art at the Worcester Art Museum. His responsibilities at WAM entail integrating the Higgins collection of some 2,000 arms and armor objects throughout the Museum. This includes the reinstallation of the Medieval Galleries (2016), the addition of numerous armors in contextually related galleries (2017), and planning the permanent arms and armor gallery (estimated opening 2023). Forgeng is the author of over a dozen books, most recently The Medieval Art of Swordsmanship: Royal Armouries Manuscript I.33. Forgeng holds a PhD in Medieval Studies from the University of Toronto.

Olivia Stone

Assistant Curator of Prints, Drawings and Photography

Olivia J. Stone joined the Worcester Art Museum as Curatorial Assistant in 2018, and became Assistant Curator of Prints, Drawings and Photography in 2023. She received her MA in the History of Art and Architecture from Boston University in 2015, and holds a BA in French and Studio Art from the University of Virginia. Her research interests include late 19th- and early 20th-century French arts and culture, from the giants of Impressionism, to obscure modernist illustrations and advertisements. Formerly the Assistant Editor at Art New England magazine, Olivia’s writing on art has also appeared in Big, Red & Shiny, the Boston Art Review, The Rib, and others. She regularly contributes catalogue essays to the Art Center Gallery at Anna Maria College in Paxton, MA.

Conservation

Matthew Cushman

Conservator in Charge

Matthew Cushman leads the Museum’s team of conservators to care for the permanent collection and carry out projects to preserve, restore, and research works within the collection. With over 20 years of conservation experience, he came to the Worcester Art

Museum from the Winterthur Museum, Garden & Library in Delaware, where he served as Conservator of Paintings for eight years. During this tenure, he simultaneously served as an Affiliated Assistant Professor at the Winterthur/University of Delaware Program in Art Conservation and as an international consultant and instructor on conservation cleaning techniques. Intimately familiar with the Museum’s collection, he worked previously at the Worcester Art Museum as both a graduate intern and Andrew W. Mellon Fellow. He received his M.S. in Art Conservation from the Winterthur program in 2007.

Paula Artal-Isbrand Objects Conservator

Paula Artal-Isbrand joined the Worcester Art Museum in 1996 and was appointed the Museum’s first Objects Conservator in 2003. Responsible for WAM’s vast collection of sculpture, decorative arts, and antiquities, Artal-Isbrand’s expertise includes ceramics, glass, stone and metal. During her 25-year tenure she has overseen and undertaken research and treatment of much of WAM’s 3-D collections that had never before received professional conservation attention. This includes the Mediterranean antiquities, the Paul Revere silver holdings, ceramics from Asia, and the Medieval Chapter House. Artal-Isbrand curated the exhibition Orantes: Ancient Statues from South Italy (2013), and co-curated Master Vases from Ancient Greece (2017-2019). Prior to WAM she was at the Museum of Fine Arts, Boston. She received her M.A. in Art Conservation from the Art Conservation Program at SUNY, Buffalo in 1994.

William MacMillan Project Conservator of Arms & Armor

William MacMillan began working at WAM in 2014. He is responsible for the conservation of the Higgins Collection of Arms & Armor. He is also involved in the planning and design of the permanent Arms & Armor Gallery, as well as the “Age of Armor” touring exhibition (fall 2021). William came to WAM after 25 years as the conservator at the Higgins Armory Museum, where he was responsible for the care and treatment of the collection. He was also responsible for the design and installation of the permanent, temporary, and touring exhibitions.

WORCESTER ART MUSEUM

General Collections Plan

At the Worcester Art Museum, we strive to develop a collection that bolsters our institution’s mission: connecting people, communities, and cultures through the experience of art. While upholding a commitment to acquiring exceptional, high quality works, we seek out objects that assert our commitment to developing an encyclopedic museum for the twenty-first century. To this end, we wish to expand the diversity of our holdings in terms of geographic and historic origins, media, cultural background, and identity of the artist. We are particularly interested in acquiring art that reveals the intersections between cultures. Such objects embody how aesthetic styles, techniques, values, and subjects are conveyed across national, ethnic, and cultural lines; they also serve as important links as we introduce a narrative in our galleries that emphasizes context and cultural exchange. Acknowledging the restrictions for display implicit with regards to certain media, the objects we acquire are added to the collection for the enhanced experience and access of our visitors—children, adults, families, people with disabilities, academic communities, and museum professionals—and are thus always intended for at least periodic display. As we reassert our identity as an encyclopedic museum, we also strengthen our commitment to the areas of our collection that distinguish us among our peer institutions: early American paintings, Japanese ukiyo-e prints, arms and armor, European Old Master paintings, and objects from ancient Antioch, among others. In this manner, we steward the collections created by our predecessors and work towards infusing them with greater diversity.

Interpretative Fellows, Arms & Armor

Natasha Mao, Kim Henry

Sohail & Mona Masood Asst. Curator of Asian & Islamic Art

Claire Whitner*

Organizational Chart

March 27, 2024

Marnie Weir

Jean and Myles

McDonough Director

Matthias Waschek

Phyllis Boot Executive Assistant

Julie Quinne

Open (FY24)

Sandra D. Rapp Intern

Peyton Dauley

Tour Programs Coordinator

Alex Bourke

Curatorial Assistant of Asian Art

Fiona Collins

Curator of Contemporary Art

Samantha Cataldo

Olivia Stone

Provenance Research Specialist

Daniel Healey

Manager of Community Partnerships Temporary NEA

Studio Programs Coordinator

Andrea Carvajal

Chief Registrar

Gareth Salway*

Art Handling Specialist

Wiktoria Tamburini

Ali Rosenberg

Museum Faculty (PT)

30 Adult/12 Youth

Teen Intern(s)

Mary Raskett Finance Manager

Senior Accountant

Tracy Koutonen

Staff Accountant

Teresa Lai

Database & Development Operations Manager Yagnaseni Datta

Lead Preparator/ Packing Technician

Wes Small

Teen Intern(s)

Open Studio Programs Staff Assistant

Studio Youth Programs Supervisor Temporary NEA

Hal Gaucher

Preparator (Audio/Visual Tech)

Rhys Allen

Preparator (Carpentry Specialist)

Christopher Serra

Rose Periello Associate Registrar (Exhibitions)

Laura Taylor

Database & Development Operations Assistant

Tatumn Coraccio

Information Technology Manager

Gaelen Hammond

Events & Hospitality Manager

Jennifer Hussey

Julie Russell Events Specialist

Events Specialist (PT)

Kelley Austin

Lead Event Support Staff

James Cassidy

Asst. Curator of Prints, Drawings & Photographs Open Collections Care Assistant 15

Assistant Paintings Conservator

Interim HR Director (Culture Consultant) Open

Chris Nyugen

Facility Rental Staff (PT)

Gift Shop Manager

Jen Abusamra

Lead Sales Clerk

Marilyn Scott

Facilities Manager

Mike Peach

Director of

Paul Comerford

Senior Operations Manager

Open

HVAC Technician

Mike Stutzman

Miguel Torres Lead Custodian

Custodial Staff

Eric Jernstrom Maintenance Worker

Visitor Experience Manager

Tracy Catarius

Protective Services & Visitor Experience Asst. Manager

Ashley Garland

Security Manager

Frank Pozzi

Security Assistant Manager

Aria Hatfield

Security

Protective Services Manager

J Baumgart

Chief Advancement Officer

Marillyn Earley

Open Development Communications Coord.

Director of Marketing & Communications

Madeline Feller

Media Relations and Partnerships Manager

Kelly Aldenberg

Jack Gallagher Communications Manager

Kim Noonan Publication & Graphic Design Manager

Rich Albion Digital Designer & Website Developer

Facilities Coordinator

Darcy Griffith

Digital Content Specialist

Zac Critchley

Heather Walker Advancement Coordinator

Sr. Manager of Institutional Giving

Christine Proffitt

Grants Administrator

Alex Krasowski

Corporate Relations Manager

Matthew Blanchard

Sr. Manager of Leadership & Planned Giving

Karmen Bogdesic

Leadership & Planned Giving Coordinator

Emily Isakson

Sr. Manager of Annual Individual Giving

Katy Sullivan

Human Resources Coordinator

Elaine Stone

Shop Sales Clerk (PT) 6 Visitor Experience Associates (PT)

Mailroom Clerk

Lisa Leveilee, Lia Vichi

Human Resources Coordinator

Ivy Thurber

Individual Annual Giving Coordinator

Leah Goldstein

Juliette Pruiett

Tara Leahy Membership Manager

Current Financial Information

WORCESTER ART MUSEUM

BOARD OF TRUSTEES

JUNE 14, 2023

FY2024 BUDGET PRESENTATION

Prepared By Mark Spuria, CFO

• Assumptions & Expectations

• FY2023 Forecast v. FY2023 Budget

• FY2024 Budget v. FY2023 Budget

• FY2024 Budget v. FY2024 Financial Model

• Endowment Draw Calculation

• Stoddard Redirect Schedule Update

• Endowment 5 Year Spending Trend

• Salary and Fringe Detail

• Appendix

 Attendance reflects one special exhibition, tickets for two openings and attendance for Flora

 Business members picking up from lower than expected in FY23 and new member initiatives

 Classes in full swing and additional scholarship funds available

 Shop advertising and new products to push both online and in-store sales

 A new Café in Renaissance Court will open, run by third party with modest expense to WAM in FY24 until fully profitable FY25?

 Increased capacity will allow some increase in wedding and business rental

 Travelling tour revenues are strong

 Annual fund forecasted modest growth – changing funding outlook

 Employee Retention Credits provides bridge funding during comprehensive campaign

 Restricted Gifts and Grants decreased matching of expenses

 More common 12 trailing quarters average market value, shift from 20 trailing quarters

 Spending rule continues to trend downward from 5.08% to 5.02% total draw, 4.87% for operations

 Six new positions supporting strategic plan and campaign initiatives

 Continued implementation of competitive wage adjustments

 Merit increases budgeted for January

 Slight decrease in General Liability due to rate correction, higher coverage value for Fine Art Insurance

 Various increases due to inflation – particularly in Utility costs – multi year rate lock program ends

December

 Continued efforts to support Staff Development and DEAI training

• To achieve the same dollar amount draw ($5,811,227) using 20 Quarters, our rate would need to be 5.15% vs. 12 Quarters rate of 5.02, change of .13%. Endowment

• Spending rule calculated using Average Market Value based on 12 quarters as of February 2023 – change from previous calculations at 20 quarters.

• 12 quarters gains us an additional $149, 809 vs. using 20 quarters.

• 12 quarters is considered best practice/more generally used among other nonprofits

Stoddard Fund Redirect FY2020 – FY2026

Fiscal Year Average Market Value by Fund Rate Total Distribution Available For Operations Cumulative Actual for Operations Cumulative Under/Over

FY2020 21,698,8575.00%1,084,943542,471542,471 0 0 (542,471)

FY2021 21,455,7545.00%1,072,788536,3941,078,865594,091594,091(484,774)

FY2022 21,600,0735.00%1,080,004540,0021,618,867693,0651,287,156(331,711)

FY2023 22,509,9675.00%1,125,498450,1992,069,066353,2961,640,452(428,614)

** FY2024 22,857,5285.00%1,142,876342,8632,411,929444,5552,085,007(326,922)

* **FY2025 22,857,528 5.00%1,142,876228,5752,640,505425,1002,510,107(130,398)

* ** FY2026 22,857,528 5.00%1,142,876114,2882,754,792244,6852,754,792 (0)

* e stimate

** 12 Quarter Average Value

*

*12 qtrs. vs 20 qtrs.

$

$

Merit

$ New

$

CONFIDENTIAL

 Questions – Comments



 Vote on Spending Rule

• 5.02% = $5,811,227

 Vote to Approve FY2024 Net Operating Budget

• $12.5 Million

 Vote to *Time Restrict ERC funds for Campaign Bridge Funding

*Time restrict will allow us to spend as we need it otherwise all funds would have to be recorded as income in FY23.

FY2024FY2024FY24/FY23FY24/FY23

Goal Raised to date In Hand Expended Cash on Hand

Contributed 45,000,000 $ 34,132,205 $ 23,383,988 $ 14,145,679 $ 9,238,309 $

Other sources 7,850,000 $ 3,376,160 $ 2,976,160 $ 2,280,683 $ 695,477 $

TOTAL 52,850,000 $ 37,508,365 $ 26,360,148 $ 16,426,362 $ 9,933,786 $

In process to complete (6,419,512) $

Line Of Credit (as needed) 3,200,000 $

Balance 6,714,274 $

Incoming payments (next 12 mos) 7,200,000 $

Payback LOC (3,200,000) $ $ 10,714,274

Cash on Hand 12 month outlook before expenditures

# Artworks: 38,616

Note: Attendance includes museum visits, onsite and virtual programs (lectures, classes,

Square Footage: 167,000 s.f

Gallery & Temporary Exhibition Space: 47,000 s.f.

HEW/Library: 40,600 s.f.

Support: 79,400 s.f.

# Artworks: 38,926

Square Footage: 167,000 s.f

Gallery & Temporary Exhibition Space: 47,000 s.f.

HEW/Library: 40,600 s.f.

Support: 79,400 s.f.

General Trustee Information

WORCESTER ART MUSEUM TRUSTEE ROLE & RESPONSIBILITIES

Trustees are elected by the Corporators at the Museum’s Annual Meeting to provide oversight and manage the business of the Corporation. Individual trustees demonstrate their commitment to the Museum and its mission by providing leadership and strategic direction, by participating in programs and events, and by raising and contributing funds. Since WAM is a philanthropically supported organization, Board members are asked to provide financial support or fundraising efforts equal to $5,000 annually Trustees understand the Museum’s value within the community as well as in the individual lives of the people it serves.

Individual Responsibilities

• Be knowledgeable about the Museum’s mission, purpose, goals, policies, programs, services, strengths, and needs

• Prepare for and participate in board, committee, and strategic planning meetings

• Serve on at least one board committee

• Provide financial support or equivalent fundraising efforts equal to $5,000 annually, which includes an active Salisbury Giving Society membership.

• Understand the Museum’s financial plans, needs and models and exercise prudence in all financial matters

• Support board decisions and maintain board confidentiality

• Select, support and evaluate the Director

• Support to the Museum director’s goals and vision and participate in annual evaluation.

• Serve as an ambassador of the Museum to your community

Board Responsibilities

• Affirm and support the Museum’s mission and purpose

• Ensure adequate financial resources

• Select, support and evaluate the Director

• Monitor and strengthen programs, events and services

• Protect assets and provide financial oversight

• Recommend, nominate, and solicit board members

• Ensure effective strategic planning and implementation

• Ensure legal and ethical integrity through compliance, transparency, and accountability

• Enhance the regional, national, and international reputation of the Museum

• Evaluate its own effectiveness as a governing body, as volunteers, and as representatives of the community in upholding the public interest

Except as otherwise provided by law, the Articles of Organization, or the WAM bylaws, Trustees shall be elected for one three-year term and shall be eligible for reelection for two additional three-year terms, at the end of each three-year term, an evaluation of the Trustee’s commitment and effectiveness shall be conducted by a designee of the President of the Board and/or the Chair of the Governance Committee. Any Trustee whose term as Corporator would otherwise terminate before the expiration of such Trustee’s term as Trustee shall nevertheless continue as a Corporator until the expiration or other termination of such Trustee’s term as Trustee. After a one-year absence, trustees can return as new board members.

There are seven standing committees with three subcommittees of the board. Trustees may be called upon to serve on and/or chair a variety of board committees during their tenure. Committee chairs are appointed by the president. Working together, committee chairs and the staff liaison solicit committee members. The standing committees with associated subcommittees include:

• Executive

• Collections

• Development

• Facilities

• Finance

• Governance

• Human Resource

• Investment and Audit (Subcommittees of Finance)

• Trustee Nominating (Subcommittee of Governance)

From time to time trustees may also be asked to participate in strategic planning or to serve on an ad-hoc committee

I have read and understand the roles and responisbilities of a Trustee of Worcester Art Museum.

Signature Date

Note: Meetings will be held virtually (Zoom) or Hybrid (Zoom and in person). FY

Worcester Art Museum Board of Trustees 2023-2024

Home Business

Susan M. Bassick

65 Marshall Street Paxton, MA 01612

Home: (508)-753-0599

Cell: (508) 847-9102

susanbassick@aol.com

Spouse: John W. Bassick

Sarah G. Berry

69 Cross Street Boylston, MA 01505

Home: (508) 869-6661

Cell: (508) 320-2400

sbgberry@gmail.com

Spouse: Allen D. Berry

Dorothy Chen-Courtin

272 Old Littleton Road

Harvard, MA 01451

Home: (978) 456-9174

Cell: (978) 549-1323

DCCourtin@aol.com

Spouse: Patrick Courtin

Lawrence H. Curtis

211 Ipswich Road Boxford, MA 01921-1619

Home- 978-887-7076

Cell # 617-240-0549

Work # 617-742-4500

Email – lcurtis@winnco.com

Spouse – Marla Curtis

Jennifer Davis Carey

21 Circuit Avenue East Worcester, MA 01603

Cell – 508-615-5998

Work – 508-757-5631

Email –

Jen01603@gmail.com

Spouse – Dr. Robert J. Carey, Jr.

Community Volunteer Trustee, Bassick Family Foundation

Start Date and Current Term Expires WAM Roles

3rd term 12/2016 11/2025 Clerk Executive Committee

Managing Partner Moneta Group 1 Mercantile Street #750 Worcester, MA 01608 (508) 713-9580 (508) 713-9567 (direct) sberry@monetagroup.com

Retired Formerly: President

Marketing & Management Associates for Nonprofits

President and Managing Partner

Winn Compaines/Winn Development, Co. One Washington Mall, Suite 500 Boston, MA 02108

3rd term 11/2015 11/2024

Treasurer Chair, Finance Committee Chair, Investment Committee Executive Committee Governance and Nominating Committee

2nd term 11/2018 11/2024 President thru 11/2024 President Chair, Executive Committee

Email – lcurtis@winnco.com 1st term 11/2021 11/2024

Executive Director

Jennifer Davis Carey

Worcester Education Collaborative 18 Chestnut Street, Suite 530 Worcester, MA 01608 508-615-5998

jdaviscarey@wecollaborative.org

1st term 11/2021 11/2024

Ex. Officio on all Committees

Collections Executive Committee

Education and Community Engagement Committee Governance and Nominating Committee

James C. Donnelly, Jr.

770 Salisbury Street, Apt. 526 Worcester, MA 01609

Home: (508) 860-1548

Cell: (508) 498-3211

Spouse: Carol B. Donnelly

Michael B. Fox

13 Estabrook Road Concord, MA 01742-5604

Cell: (617)-529-4938

Of Counsel

Mirick, O'Connell, DeMallie & Lougee, LLP

100 Front Street, Suite 1700 Worcester, MA 01608 (508) 860-1548

jdonnelly@mirickoconnell.com

Spouse: Mary S. Fox Mike.b.fox@outlook.com Retired

Mark W. Fuller

P.O. Box 883

57 Central Street Boylston, MA 01505

Home: (508) 869-2798

Cell: (508) 887-5813

Spouse: Janice Fuller markful21249@gmail.com

Jennifer C. Glowik-Adams

92 Cherry Street Shrewsbury, MA 01545

Cell: (508) 736-2910

jcglowik@gmail.com

Spouse: Daniel Adams

John “Jock” Herron, Jr

6 Maple Avenue Cambridge, MA 02139

Cell: (617) 259-8965

jock-herron@comcast.net

Spouse: Julia Moore

Karen M. Keane

27 Tower Road

Lincoln, MA 01773

Cell: (508) 335-2057

Spouse: Daniel Elias

Senior Sales Representative Risk Strategies Company (to retire March 2024)

Chair & Treasurer

George F. & Sybil H. Fuller Foundation

Senior Consultant Sullivan Benefits

33 Boston Post Road W, Ste 120 Marlborough, MA 01752-1870 (508) 278-1735

jglowik@sullivan-benefits.com

Professor

Harvard University Graduate School of Design

48 Quincy Street Cambridge, MA 02138 jherron@gsd.harvard.edu

CEO Emerita Bonhams Skinner

63 Park Plaza Boston, MA 02116 (508) 970-3221

Keanek553@gmail.com

Co-Chair, Governance and Nominating Committee

Executive Committee

Facilities Committee

Co-Chair, Development Committee Chair, Audit Committee

Facilities Committee

Business Partners Committee

Mary Beth Leonard

21 Beeching Street # 1

Worcester, MA 01602

Home: 508-762-9776

Cell: 508-847-3718

mbleona@aol.com

Barry M. Maloney

535 Chandler Street

Worcester, MA 01602

Cell: 508-847-7353

barmal@hotmail.com

Spouse: Laura

Dr. Sohail Masood

320 Wellesley Street

Weston, MA 02493

Cell: 781-777-3630

sohailmasood@comcast.net

Spouse: Mona Masood

John “Jack” McCabe

9 Pheasant Cove Circle

Yarmouthport, MA 02675

Cell: (774) 253-5872

Jhm.mccabe@gmail.com

Spouse: Leslie

Thomas Michie

68 High Street Brookline, MA 02445-7718

Cell: (617) 817-7748

thosstu@yahoo.com

Carl Rapp

P.O. Box 650

Blue Bell, PA 19422

Cell: (610)203-6462

carldrapp@gmail.com

Retired United States Ambassador

President

Worcester State University

485 Chandler Street Worcester, MA 01602 (508)929-8020

bmaloney@worcester.edu

Founder, CEO & President KabaFusion

80 Hayden Avenue, 5th Floor Lexington, MA 02421 (781) 609-2520

smasood@kabafusion.com

Retired Jabil, Inc. Clinton, MA President of the Board

The Icon Museum and Study Center 203 Union Street Clinton, MA 01510

Senior Curator Emeritus

Museum of Fine Arts

465 Huntington Avenue Boston, MA 02115 tmichie@mfa.org

President

Philadelphia Gear

935 1st Avenue Suite 200 King of Prussia, PA 19406 (610) 337-5443

carlrapp@philagear.com

Education and Community Engagement Committee Collections Committee

Malcolm A. Rogers

Russell Court, Lower Green

Broadway

WR12 7BU

United Kingdom

malcolmaustinrogers@gmail.com

Kent dur Russell

73 Lancaster Avenue

Lunenburg, MA 01462-1472

Cell: (978)-955-2650

Spouse: Aisling Gaughan kentdurrussell@gmail.com

Director Emeritus

Museum of Fine Arts, Boston

465 Huntington Avenue Boston, MA 02115

3rd term 11/2015 11/2024

Director Emeritus

The Icon Museum and Study Center

203 Union Street Clinton, MA 01510 1st term 11/2022 11/2025

Executive Committee

Anne-Marie Soullière

480 Beacon Street

Chestnut Hill, MA 02467

Cell: (617) 283-5338

asoulliere@wellesley.edu

Spouse: Lindsey C. Y. Kiang

Cynthia L. Strauss

36 Old Farm Road

Wellesley, MA 02481

Home: (781) 489-5111

Cell: (617) 595-7030 cstrauss06@comcast.net

Spouse: Harry Sherr

George W. Tetler III

6 Massachusetts Avenue Worcester, MA 01609

Home: (508) 791-4117

Cell: (508) 951-5999

Retired

Formerly: President & CEO

Fidelity Foundation & Edward C. Johnson Fund

Retired

Formerly: Director of Research, Fidelity Charitable

Spouse: Sheila Tetler Partner

Carmen “Dolly” Vazquez

4 Ash Street, Apt. 1 Worcester, MA 01608-2156

Home: (508) 877-6470

dollyvaz@hotmail.com

Bowditch & Dewey, LLP

311 Main Street

Worcester, MA 01608 (508) 926-3437

gtetler@bowditch.com

Retired

Formerly: Director of Cultural Affairs Centro las Americas

3rd term 12/2016 11/2025

1st Vice President Co-Chair, Education and Community Engagement Committee

Executive Committee Governance and Nominating Committee

Co-Chair, Governance and Nominating Committee

Executive Committee

1st term 11/2020 11/2026

1st term 11/2020 11/2026

Collections Executive Committee

Co-Chair, Development Committee

Executive Committee

Salisbury Committee

2nd Vice President Co- Chair, Facilities Committee

Executive Committee

1st term 11/2022 11/2025

Co-Chair, Education and Community Engagement Committee

Christina Villena

39 O’Neil Drive

Westborough, MA 01581

Cell: (562) 728-7674

cvillena94@yahoo.com

Spouse: Paul Villena

Vice President, Risk Solutions

The Hanover Insurance Group

440 Lincoln Street

Worcester, MA 01653 cvillena@hanover.com

1st term 11/2020 11/2026

Chair, HR Committee

Co-Chair, Facilities Committee

WAM Board of Trustees Bios (updated February 2024)

Susan M. Bassick

Susan, a native of Cape Cod, is a committed community volunteer contributing her time and energies to numerous local organizations, including the Junior League of Worcester, the Hanover Theatre and the Worcester Art Museum. Since retiring from United Airlines, where she flew domestic and international flights for many years, Susan has pursued her interest in art and education through continuing education studies and is a WAM Docent alumna. Susan has been a WAM Corporator since 2012 and joined the Board of Trustees in 2016. She became a Clerk in 2020 and now serves on the Executive Committee and Audience Engagement and Experience Committee. Susan and her husband Jack reside in Paxton, spend time on Cape Cod along with family and seven grandchildren, and enjoy boating, golf and travel.

Sarah Garfield Berry

Sarah is a Registered Investment Advisor with Moneta Group, LLC along with her partner Michael Machnowski. She and her partner provide investment and financial advice to families, endowments, non-profits and high net worth individuals, an occupation she has lived and loved for many years. In the past she managed the offices of the Worcester office and Boston Institutional office of her predecessor firms. A long- time member of the Worcester Community she has served as President of the Higgins Armory Museum, The Greater Worcester Community Foundation, Community HealthLink and The Worcester Art Museum. (2002-2005). She has also been a trustee of The Bancroft School, UMass Memorial Healthcare System, Tower Hill Botanic Garden, the YMCA and the Worcester Chamber of Commerce. She currently is one of three Selectmen for the Town of Gosnold on the island of Cuttyhunk, the smallest town in the state. She currently serves as Treasurer for the Worcester Art Museum and as Chair of the Investment Committee. Sarah lives in Boylston with her husband Allen, enjoys the extended family of her three stepchildren and eight grandchildren, and of course her dog.

Dorothy Chen-Courtin

Semi-retired, Dorothy has been a nonprofit management consultant for over 30 years, focusing on the multi-faceted challenges of sustainability and growth. She served in leadership roles on multiple regional, national, and international boards. Currently, she serves on the Greater Lowell Community Foundation board, an Advisory Board member of Arts Extension Service at UMASS, Amherst, and a recent Leadership Board member at Beth Israel Deaconess Medical Center. She joined the WAM board in 2018 and became Board President in November 2020. A Barnard College graduate, she earned her PhD in Asian Art History from Columbia University and an MBA from Northeastern University. Multicultural and multi-lingual, she was born in China, grew up in Malaysia, and lived in New York and Paris. Dorothy and her husband, Patrick, call Harvard, MA their home today.

Jennifer Davis Carey

Jennifer currently serves as the Executive Director of the Worcester Education Collaborative, an independent, non-partisan education advocacy and action organization. She holds graduate and undergraduate degrees from Harvard University. She is currently a member of the Board of the Greater Worcester Community Foundation, and Massachusetts for Early College. For ten years she served the Commonwealth in a variety of leadership positions under four governors. An active member of her community, teaches at the Worcester Center for Crafts, and is a practicing artist.

Lawrence H. Curtis

Larry is President and Managing Partner of WinnDevelopment and member of the Board of Directors of WinnCompanies. He has led a full range of real estate development and acquisition activities for more than 35 years of affordable housing, mixed income housing and historic

rehabilitation developments. Under his leadership, WinnDevelopment has transformed historic properties and rehabilitated thousands of units of housing. He is also a member of the Executive Committee of the National Multi-Housing Council and serves as a Trustee Emeritus of the National Trust for Historic Preservation. He resides in Boxford with his wife, Marla, and they are Salisbury Society members. WinnDevelopment has been a generous sponsor of WAM for several years. Larry joined WAM’s board in 2021.

James C. Donnelly, Jr.

Jim is a senior litigation attorney at the Worcester law firm of Mirick O’Connell. His 50-year career in the law has focused on corporate and business litigation in federal and state courts of several states at the trial and appellate levels, advising on risk management, and negotiation. His professional activities include chairing the Bench Bar Committee of the Business Litigation Session of the Massachusetts Superior Court and co-chairing the Mass. Bar Association’s Annual In-House Counsel Conference. He was named a Massachusetts “Super Lawyer” by Boston magazine and Law & Politics 2009-2022 and as a 2022 “Lawyer of the Year” by The Best Lawyers in America® in the practice of Corporate Law in Worcester. He is a graduate of Dartmouth College and Boston College Law School. He is active in the Worcester community as president of the former Higgins Armory Museum, treasurer of the American Antiquarian Society, and a corporator at Greater Worcester Community Foundation. The Donnelly family has a history of service and involvement at the Worcester Art Museum the American Paintings gallery on the 4th floor is named after Jim’s father, James Corcoran Donnelly. He has been on WAM’s board since 2015 and Chairs the Collections Committee and serves on the Executive Committee. He has also served as a Vice President, and was chair of the Trustee Nominating Committee. He and his wife Carol live in Worcester and Orleans, MA.

Michael B. Fox

Michael B. Fox is a native of Worcester, having grown up in the Grafton Hill and Greendale areas of the city. He attended Wharton School of Finance, obtained a CPA, and earned a Law Degree from Georgetown University. Mike has held senior leadership positions at Wang Laboratories and Fidelity Investments both in operations and in finance. He is a current Corporator for the Massachusetts Historical Society and Belmont Hill School. Mike is retired and currently resides in Concord with his wife Mary.

Mark W. Fuller

For the past twenty years Mark has been an employee benefits broker in Worcester. As of March 31 of this year, he will be retired from Risk Strategies. Mark is Chairman and Treasurer of the George F. & Sybil H. Fuller Foundation, a leading philanthropic organization in Worcester that supports the Museum as well. Dedicated to serving his community, he has been on various boards including MCPHS University, EcoTarium, and the YMCA of Central Massachusetts. He is a Trustee and Treasurer of the Barton Center for Diabetes Education. He joined WAM’s Board in 2015 and was a Vice President and Executive Committee member. He now serves as Co-Chair of the Development Committee and Chair of the Audit Committee. He is also a member of the Campaign Steering Committee, Collections Advisory Committee, Facilities Committee and Business Partner Committee. He and his wife, Jan, live in Boylston.

Jennifer C. Glowik-Adams

Jennifer has worked at Sullivan Benefits, an Employee Benefits Broker and Consultant, for the last 15 years holding numerous positions; most recently the Manager of Market Development. She is a graduate of Worcester Academy and the College of the Holy Cross where she studied history and art history and spent her Junior Year abroad in England. Within the community, she was named to Worcester Business Journal's 40 under 40 list in 2015, and has been involved in both Worcester Academy and Holy Cross' local advisory boards and the March of Dimes over the years. She has served WAM as a Corporator since 2014 and is on the Collections Committee and Education and Community

Engagement Committee, and was previously president of the Members’ Council 2015-2016. She joined the Board in 2017. She has also been involved in WAM’s recent fundraisers, including as co -chair of Corporators Ball 2015: Festival of Lanterns. Jennifer lives in Shrewsbury with her husband, Daniel.

John “Jock” Herron

Jock Herron is a Worcester native with a long-time family and personal connections to WAM. He previously served as a WAM Trustee from 1994-2003 and looks forward to serving again. Since 2016, Jock has taught core courses in Harvard’s design engineering program, a joint initiative of the Graduate School of Design and the School of Engineering and Applied Science. He is a co-founder and partner of Tidepool Press and a co-managing partner of Herron Farms in southern Ohio. Jock recently stepped down as chair of the American Antiquarian Society. He previously chaired the Cambridge Center for Adult Education and the Worcester Foundation for Biomedical Research. In his former life he was a senior managing director at Bankers Trust. He has a doctorate from Harvard and decades earlier received an M.B.A. from the University of Chicago and a B.A. in philosophy from Hampshire College where he was in the first entering class. A member of the Grolier Club, Jock has been an active collector of 20th century letterpress books and Japanese folk art. He and his wife Julia live in Cambridge with their son Levi, but Jock considers Worcester home.

Karen M. Keane

As Chairman Emerita of Bonhams Skinner, Karen Keane works closely with collectors, consignors and fiduciaries, crafting positive outcomes for marketing, sale and acquisition of fine art, antiques and collectibles. Karen was instrumental in establishing Skinner Inc. as a world-class auction venue based in Boston, expanding its reach into new specialty areas and new markets. Skinner recently joined forces with Bonhams, a London-based, international auction house founded in the 18th century. With broad knowledge of furniture, fine and decorative arts, Karen is one of the firm’s most versatile appraisers. Though practicing for many years as a general appraiser across all disciplines, her specialty areas include American Furniture and Decorative Arts, Americana, and Folk Art. Early in her career she became the company’s first female auctioneer, and today is a formidable presence at the auction podium you may recognize her as a leading figure on the PBS award-winning TV series Antiques Roadshow where she has appeared each season since the show’s US debut in 1997.

Currently Chair of the Board of Trustees of the Massachusetts College of Art and Design, appointed by Governor Charlie Baker, and serving on the Board of Trustees of the Worcester Art Museum, she previously served as an overseer of the DeCordova Museum and Sculpture Park. Karen holds a Master’s degree in Art History from Boston University. She resides in Lincoln with her husband, Daniel Elias.

Mary Beth Leonard

Mary Beth Leonard, a native of Worcester, concluded 35 years in the U.S. Foreign Service in March 2023 as Ambassador to the Federal Republic of Nigeria, having previously served as the U.S. Permanent Representative to the African Union and UN Economic Commission for Africa, and Ambassador to the Republic of Mali. Her other overseas postings included Cameroon, Namibia, Togo, South Africa, and Suriname. Closer to home, she has been the State Department’s Diplomat in Residence for New England based at Tuft’s Fletcher School and faculty at the U.S. Naval War College. She made a brief detour from retirement as the Senior Advisor for African Affairs at the United States Mission to the United Nations during the 78th Session of the United Nations General Assembly. Ambassador Leonard has been a Worcester Art Museum fan since early grade school visits, and always looked forward to revisiting the museum while home from postings overseas. She attended Worcester Public Schools, and is a graduate of Boston University, the Johns Hopkins University School of Advanced International Studies, and the U.S. Naval War College. Based in Worcester in retirement, she looks forward to both traveling and finding opportunities to continue connecting people and interests in new roles in her hometown.

Barry Maloney

Barry Maloney is a native of Springfield, Massachusetts. He graduated from the University of Maine at Orono with a bachelor’s degree in political science and public management and a master’s degree in public administration. Barry is also a 2007 graduate of the Institute for Educational Management at Harvard Graduate School of Education. He serves on the governing boards of the Worcester Business Development Corporation, the Worcester Regional Research Bureau, the Worcester Regional Chamber of Commerce, St. Vincent Hospital, and the American Antiquarian Society. He is a Corporator at the Greater Worcester Community Foundation. He has served as the chair of both HECCMA (the consortium of 11 Central Massachusetts colleges) and the State University Council of Presidents. He is currently serving as the 11th President of Worcester State University which he became president of in 2011. Prior to joining Worcester State, he served for nearly 20 years at Westfield State University in a variety of positions, including twice as interim president. Barry, his wife Laura, and their children live in Worcester.

Dr. Sohail Masood

Dr. Masood is the Founder, CEO and President of KabaFusion, a home infusion therapy company with 28 locations in 23 states providing services to all 50 states and corporate offices in Cerritos, CA and Lexington, MA. He received his Doctor of Pharmacy from University of Southern California, Los Angeles. He is a serial entrepreneur with three Ernst & Young Awards, which he won in 1999, 2017 and most recently the National E&Y Entrepreneur of the Year in 2023. He was awarded the 2019 Distinguished Alumni by USC School of Pharmacy for the influence that his contributions have had on the enhancement of the School and pharmacy profession at a local, state, and national level. He also received the Gene Graves Lifetime Achievement Award from the prestigious National Home Infusion Association (NHIA) in 2022. He is an Emeritus Board Member of LuMind Research Down Syndrome Foundation, an Advisory Board Member of the Massachusetts Down Syndrome Congress, and a Member of the National Home Infusion Association. A native of Pakistan, he is also Chairman of TV Pakistan and Director of the Council of Pakistan. He joined WAM’s Board in 2019. He resides in Weston with his wife Mona, and their daughter Laila and son Omar, who has Down Syndrome. Omar is the first person with Down Syndrome to own his own comic bookstore in Lexington, MA. Omar’s World of Comics recently received a shoutout from President Biden when Omar visited the White House (whitehouse.gov)

Jack McCabe

Jack McCabe grew up in Middletown, CT and attended WPI graduating with a BS in Management Eng. He also holds an MBA from Clark. He initially worked for IBM, but then moved to Nypro in Clinton as VP M&A until 2012 when he was transferred to Jabil as the Global VP M&A until his retirement in 2020. He has traveled the world extensively. He has served at many Worcester based organizations most notable as Treasurer and then. Chairman of the Worcester Redevelopment Authority during the construction and development of Union Station and Medical City. He is currently the President of the Board of The Icon Museum and Study Center in Clinton. Jack also served on the negotiating team of the Higgins Armory team that led to the merger with WAM.

Thomas S. Michie

Thomas Michie is a native of Worcester and graduate of Williams College, he holds an M. Phil degree in the history of art from Yale University. He retired in 2021 as Senior Curator of European Decorative Arts and Sculpture at the Museum of Fine Arts, Boston. While there, he oversaw numerous gallery renovations, including English and Scottish period rooms and the Kunstkammer, or cabinet of curiosities. He previously held curatorial positions at the Los Angeles County Museum of Art and at the Museum of Art, Rhode Island School of Design. In addition, Thomas has served on several non-profit boards and collections committees at several major institutions. His family has been involved at WAM for generations, starting with his grandparents.

Carl D. Rapp

Carl Rapp is a Worcester native whose family has been involved at WAM for over 50 years. He has been a Corporator at WAM since 2013. He is currently a Trustee at the Maine Maritime Museum in Bath, ME, and a Governor at the American Swedish Historical Museum in Philadelphia, PA. He previously served on the Board of Trustees at Saint John’s High School (chair), and Germantown Academy. He is a graduate of Saint John's High School and holds a BA from Trinity College and an MA from Boston University. Professionally, Carl serves as President of Philadelphia Gear and Group VP, at The Timken Company. Prior to that, he spent 15 years at Norton/St. Gobain in various management roles in the US and Europe.

Malcolm A. Rogers

A native of Yorkshire, Malcolm is the Director Emeritus of the Museum of Fine Arts Boston in 2015, he retired as the Ann and Graham Gund Director of the Museum of Fine Arts, Boston, a position he held for two decades the longest-tenured director in the Museum’s 144-year history. His achievements there include re-opening of the MFA’s historic main entrances, extending the Museum’s opening hours, diversifying audiences and the collections, and completion of a $500 million fundraising campaign for the Art of the Americas Wing, opened in 2008. Prior to his appointment at the MFA, Rogers served as deputy director at the National Portrait Gallery in London. He now resides in Broadway, Worcestershire, England. He joined WAM’s board in 2015.

Kent dur Russell

Kent dur Russell is a native of New York City, who was educated throughout Europe from an early age. He received his B.A. and M.A. from Trinity College Dublin and received a Graduate Certificate in the History of European Painting from Trinity. He has a graduate degree in Art History from CCNY where his research focused on Mark Rothko. Kent has been the Executive Director of the Museum of Russian Icons in Clinton since 2006 but recently retired this past summer. Prior to that, he was the Director of the Higgins Armory Museum in Worcester for eleven years. Kent has held several curatorial positions at both European and United States institutions and museums. He has also been an adjunct and Associate Professor at several area colleges and universities. He is involved in many civic, social, and cultural organizations in and around the Boston area. He lives with his Irish wife Aisling in the oldest house in Lunenberg, MA (1723) and has two grown sons.

Anne-Marie Soullière

Anne-Marie served as President of the Fidelity Foundation and the Edward C. Johnson Fund from 19872014, and as a trustee of the Fidelity Investments Charitable Gift Fund since its inception in 1991 until 2015. She is a graduate of Wellesley College and UCLA, where she received her MBA, and studied medieval history at Johns Hopkins University. She has served on the boards of various non-profit organizations, foundations and universities including Marlboro Chamber Music Festival and School, Yale School of Music, Ellen Battell Stoeckel Estate home of Norfolk Music Festival, and Virgil Thomson Foundation. She also serves as an Advisor at Boston Symphony Orchestra and the MFA Boston and Peabody Essex Museum. She joined WAM’s board in 2016 and is on the Nominating, Governance and Collection Committees. A resident of Chestnut Hill, she is a Worcester native and previously served as a WAM Corporator 1989-1999. Anne-Marie is a graduate of the former Worcester North High School. Her husband, Lindsey C. Y. Kiang, served as General Counsel of Yale University 1980-85 and subsequently as General Counsel of Lotus Development Corporation and in the law departments of several other high technology companies. He is a retired USMCR Colonel.

Cynthia L. Strauss

Cynthia is a retired investment professional, having worked at Fidelity Investments for 23 years. She served in numerous senior management and investment capacities at Fidelity Management and Research (mutual fund asset management) during periods of strong fund performance in each line of business. This included Director of Research of a portion of Fidelity’s actively managed US equity funds,

Director of Research of Fidelity's investment grade bond funds, and Director of Research for Fidelity's domestic and Canadian dollar money market funds. She was also a member of the Senior Management Team at Fidelity Charitable (the largest U.S. donor advised fund), where she developed a national grant program and provided research and advice on the broader philanthropic sector, grant making and social impact investing practices. Prior to Fidelity, she held important positions at Citibank and a New York merchant bank owned by French based Credit Agricole. She has a long history of board service, and now serves on the board of Fidelity Digital Assets, LLC; North Carolina Cash Management Trust funds; WGBH; the Wellesley Free Library Foundation; and Exceptional Lives (data base for disability services), as well as the steering committee for Invest to Elect (women’s political organization). Cynthia holds a BA in Art History from Wesleyan University, and resides in Wellesley with her son, Edward, and husband, Harry Sherr.

George W. Tetler III

George is a partner at Bowditch & Dewey, LLP. With over 40 years of business and finance law expertise, he has earned a reputation as a highly effective and analytically sharp business lawyer. Financial institutions, investors, boards of directors, business owners and nonprofit organizations throughout New England seek George’s help with mergers and acquisitions, debt and equity financings, capital investments, restructurings and business planning matters. He recently served as chair of the New England Commission of Higher Education, the first non-academic to hold the position. He is a fellow of the American College of Bankruptcy with a deep background in insolvency and bankruptcy matters. He has been on the list of Best Lawyers in America since 1989 and is a Massachusetts Super Lawyer since 2004. George is a leader in the business community of Central Massachusetts, focusing efforts on economic development and educational and cultural matters. His long list of community involvement includes Secretary of the American Antiquarian Society and Treasurer of the Worcester Regional Research Bureau and former chair of the Worcester Business Development Corporation and the Worcester Regional Chamber of Commerce. He has a BA from Denison University, a JD from American University Washington College of Law and an LLM in Taxation from Boston University School of Law. George and his wife Sheila reside in Worcester and have been Salisbury Society members for many years.

Carmen “Dolly” Vazquez

Carmen “Dolly” Vazquez was born and raised in Bayamón. Puerto Rico. She came to Central Massachusetts from San Francisco, CA and began her cultural involvement in Worcester by volunteering at WCUW community radio station where she hosted a bi-weekly radio show, Herencia Puertorriqueña, for 13 years. She was first hired in 1993 by Centro las Americas to help manage their Latin American Festival, and she was subsequently asked to head the organization’s new Cultural Department. Since that time, she has co-produced the annual Latin American Festival, the annual Latino Film Festival and the biennial Viva El Arte art show, among other endeavors. Dolly retired from CENTRO after 22 years of service. She is a former board member of YOU, Inc. and is a current member of the Hispanics Achieving and Celebrating Excellence and Latino Dollars for Scholars. In addition to her serving as a Corporator at WAM for several years, Dolly has been an incorporator at the YWCA, the Joy of Music Program, and the Worcester Historical Museum and for eleven years she served as a board member of the Mass Cultural Council.

Christina Villena

Christina is an energetic, innovative and collaborative leader in the industry with a passion for art and cultural institutions. She is the Vice President of Risk Solutions at Hanover Insurance Group where she strategically collaborates with multiple business unit leaders of commercial lines, specialty, and personal lines to develop and execute risk management initiatives that are in line with business objectives. At Hanover, she is also a member of the Hanover Everyday Innovation Council and the Corporate Underwriting CUO Council, and is the executive sponsor for the Proud to Empower Hanover Business

Resource Group. Prior to joining Hanover in 2014, Christina held roles at Risk Solutions, Travelers Insurance, Zenith National Insurance Company, and Liberty Mutual Insurance Group. She is a board member and Vice President for the Institute for Home and Business Safety. She is also Head Coach for Westborough Youth Soccer Association and a Board Member at the Westborough Newcomers Club. She previously volunteered at the Laguna Beach Art Museum. She holds degrees from Slippery Rock University and Pepperdine University and resides in Westborough.

Key

New Corporator (as of Nov. 2023)

Julia

Richard

No. of Corporators: 218 + (3 ex-officio) = 221

No. of Trustees: 24 34 Corporators renewing in 2024

Please send updates to heatherwalker@worcesterart.org

Vice President-Population Health & Primary Care, Houston

Partner, O'Neill, Athy, and Casey

Collecting(19th Century French and 20th Century American) History

Education, fundraising, volunteer programs, horticulture

Retired

Co-Founder & Managing Director, Delphi Partners

collecting, development, business partner, education, management

education, diversity, volunteer progams, Members Council Corporator Nominating Jay

Jay E. Cantor Fine Art Consulting Inc.

Collecting-American Art, Art History, Museum management Steve

Concordia Exchange, CoFounder, Chief Growth Officer

Development, Fundraising, Marketing, Public Affairs, Special Events (including Grammy's, Oscars, etc)

Mia Cesar 2021 2026

Dorothy

Germán

Please send updates to heatherwalker@worcesterart.org

MA

Worcester; Founder & Director of Latin American Health Alliance

Education, Special events, creative ideas to strengthen an organization

Skinner, Marketing Photographer Diversity, Development/Fundraising, Marketing/Public Affairs, Special Events, Education, Technology, Physical Plant Members Council

Retired: Massachusetts State Senator, 1st Worcester District government, exhibitions, marketing, special events

Retired, President of Marketing & Management Associates for Nonprofits

Program Director-Health Equity and Storytelling Research, UMass Medical School

Collecting-Asian Art, Asian art history, diversity, management Trustee & President. Library Ad Hoc (Chair), exofficio on all committees

Collecting, diversity, storytelling, medicine, research Education and Community Engagement

Please

Please

Of

Senior

Retired

Retired,

Collecting-17th c. Dutch paintings and prints, finance/investment, management Sandy

Retired;

Please

Retired

Founder

Crompton

Retired;

Recently retired as President &

finance/investment/audit, diversity, development/fundraising, management

Please

Creative

Former Senior Director, NA Field Marketing, Enterprise and Channel, EMC Corporation

Collecting, finance/investment/audit, diversity, management, marketing/public affairs, special events, education, technology

Please send updates to heatherwalker@worcesterart.org

Senior Vice President/Commercial Lending Officer, UniBank for Business Finance/investment

Trustee. Trustee Nominating, Finance, Audit

Retired - Senior Curator of Decorative Arts & Sculpture, Museum of Fine Arts Boston collections, exhibitions, library, conservation, volunteer programs Collections Exec. (co-chair)

Owner/President, The Guru Tax & Financial Services Inc.

education, fundraising, diversity, finance, volunteer programs Corporator Nominating

Retired; Former CEO of Morgan Construction Company governance, fundraising Trustee Emeritus

collecting, diversity, marketing/public affairs, special events, technology, African art

&

Retired: Director of Foundation

Art Collecting/various, Development/Fundraising, Education, Marketing/Public Affairs, Special Events

Retired,

Please

Marketing/graphic

Real

Phyllis

Northborough, MA

Pediatric Cardiologist, Child Heart Associates LLC Education

Executive VP, Business Development, Provo Wealth Management collecting, finance/investment/audit, development/fundraising, marketing/public affairs, special events

Retired; former Executive Vice President & COO, Peoples Savings Bank HR, diversity, management

President & CEO, Philadelphia Gear collections, education, exhibits, corporate support, special events

Executive Director, Strassler Center for Holocaust & Genocide Studies, Clark University Archaeology, classical art, development/fundraising, education

Trustee Emerita, Education and Community Engagement

President and Owner, Be Studios Now and Produce Greatness Diversity, Marketing/Public Affairs, Special Events

Assistant Professor of Psychiatry, UMass Medical Center education, special events

Retired; former teacher at Quinsigamond Community College fundraising, networking, social and volunteer programs Carol

Flora in Winter CoChair. Trustee emerita. Docent alumna

Education and Community Engagement

Director Emeritus, Museum of Fine Arts Boston Museum management, development, capital campaigns

Trustee. Collections Exec (co-chair), Executive Committee (at large)

Primary Care Physician, West Boylston Family Medicine, UMass Collecting, medicine, special events, education Members Council Please

CEO & Curator, Museum of Russian Icons

Museum and nonprofit management, collecting-1940s and on, finance, education

Collecting-Old

Retired; former owner, Carol Seager Associates-home health services fundraising diversity

Retired;

Collecting (Late Renaissance), Technolgy Advisory Committee

Labor & Employment Partner, Mirick O'Connell LLP Legal, HR

Former Trustee, Human Resources (chair), Collections Advisory

Officer, Imperial Distributors Inc. Husband Michael is CEO of company collecting, HR, diversity, special events HR Committee

President, Joffrey Smith Financial Group. Part-time actor Finance/investment, marketing/public affairs, special events, government Corporator Nominating, Business Partner (co-chair), Development Committee

Retired; Former President & CEO, Fidellity Foundation & Edward C. Johnson Fund

nonprofit management, philanthropy, collecting-Asian art Trustee. Trustee Nominating (chair), Collections Exec., Governance

Relationship Executive, DST International. Republican State Committee representative for First Worcester District development, finance, marketing

Vice

Retired;

Please

Christina Villena

Trustee. Collections Advisory, Facilites Committee Hank

MA

Vice President-Risk Solutions, The Hanover Insurance Group

Diversity, special events, physical plant, technology

Omar Wahab

Managing Directror, Worcester Pop-up, Practicing Artist

Collecting (Modern/Street Art), HR, Diversity, Development/Fundraising, Management, Marketing/Public Affairs, Special Events, Education

Investment Consultant, Campbell Williams Inc. collecting, finance/investment/audit, management, marketing/public affairs, special events, education Members Council, Finance

Professor of Philosophy, Worcester State University collecting, education, exhibits, diversity, corporate support, special events Collections Advisory, Salisbury Society

Retired Professor, The College of the Holy Cross Education

Retired; former Culinary Historian at Radcliffe College education Hillary White

MA Retired; former Professional in Non-Profit Fundraising, Program Development & Human Resources fundraising, HR HR Committee

Bernard Whitmore 2019 2024 1st Worcester, MA

Stacy

Worcester Public Library, Board President n/a n/a n/a

Retired; former logistics analyst at Saint-Gobain

Collecting (American and Asian), Finance/investment/AUDIT, Technology, Writing (narrative, interview) Development Office volunteer

Partner: Holland and Knight, LLP Art Collecting, Education, Art Making, Diversity

Professor of Art History at Clark University Art Collecting: Modern, Contemporary, design Colletions Advisory

MA Vice President, Grimes & Company finance/investment Investment Committee

Assistant Director of the Annual Fund, Saint John's High School fundraising, networking and volunteer programs, wine

Ex.Officio per Articles of Incorporation

Please send updates to heatherwalker@worcesterart.org

Alan S. Yoffie 2009 2024 3rd Worcester, MA Author, Management Consultant and Attorney

CURRENT

INTERESTS AS NOTED ON

Collecting-WWI posters and Brandywine art, education, finance/investment, library

Governing Documents & Policies

Worcester Art Museum Bylaws

As Revised and Approved by Board of Trustees on May 5, 2021

ARTICLE I

NAME AND LOCATION

The corporation shall be known as the Worcester Art Museum (“Museum” or “Corporation”). The Museum shall maintain its principal galleries, programs and place of business in Worcester, Massachusetts.

ARTICLE II PURPOSES

The purpose of the Museum shall be as set forth in the Museum’s Articles of Organization as may be restated or amended from time to time. In addition, the Museum shall promulgate and periodically review and revise a Mission Statement and a Vision Statement setting forth the Museum’s goals and objectives in support of the purpose of the Museum.

ARTICLE III CORPORATORS

1. Powers. The Museum is founded and its supported bythe Corporators. The Corporators advance and support the Museum, financially, through committee work, and as ambassadors, and agree to abide by the Museum’s Code of Ethics. Subject to the requirements of these bylaws, the Corporators have the power to fix the number of Corporators and Trustees; elect, re-elect and remove Corporators; and elect and re-elect Trustees. In addition, the Corporators shall have any other powers as provided bylaw, the Articles of Organization, or these bylaws

2. Membership.ThenumberofelectedCorporators,allofwhomshallbemembersoftheMuseum, shall at no time exceed two hundred and fifty (250) persons. At each annual meeting the number of Corporators shall be fixed and the appropriate number elected and reelected.

3. Annual Meeting. The annual meeting of the Corporators shall be held within ninety (90) days following the close of the fiscal year at such date and hour as shall have been fixed by the Board (hereinafter defined) and stated in the notice of the meeting. If an annual meeting is not held in accordance with the foregoing provisions, a special meeting maybe held in place thereof with all the force and effect of an annual meeting.

ThetermsinofficeofCorporatorsandTrusteesoftheCorporationshallconcludewiththeelection of their successors at the Annual Meeting (or special meeting held in place thereof).

4. Special Meetings. Special meetings of the Corporators may be called by the Board or by the President. Upon the written application of five (5) percent or more of the Corporators, special meetings maybe called bythe Clerk, or in the caseof the death, absence, incapacity, or refusal of the Clerk, by anyother Officer.

5. Place of Meetings. All meetings of the Corporators shall be held at the Worcester Art Museum unless a different place or virtual format is fixed by the Board or by the President and stated in the notice of the meeting.

6. Notice of Meetings. A notice of everyannual and special meeting of the Corporators, stating the place, date, and hour thereof, and the purposes for which the meeting is to be held, shall be given by the Clerk, or bythe person calling the meeting, at least seven (7) days before the meeting.

7. Quorum.Thirty-three(33)percentoftheCorporatorstheninofficeshallberequiredtoconstitute a quorum for the transaction of business at all meetings of the Corporators. In the absence of a quorum, any meeting may be adjourned from time to time, and the meeting may be held as adjourned following notice to all Corporators.

8. Voting and Proxies. At all meetings of the Corporators, each Corporator entitled to vote shall haveonevote.Corporatorsmayvoteeitherinpersonorbywrittenproxywhichneednotbesealed or attested, but which is dated not more than 1 (one) month before the meeting named therein. Proxies shall be filed with the Clerk at the meeting, or of any adjournment thereof, before being voted except as otherwise limited therein. Proxies shall entitle the persons named therein to vote at any adjournment of such meeting, but shall not be valid after the final adjournment of such meeting.Aproxypurportingto beexecuted byoronbehalfofaCorporatorshall bedeemedvalid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger.

9. Action at Meeting. When a quorum is present at any meeting of the Corporators, a majority of thosepresent orrepresentedand votingon amatter,except wherealargervoteis requiredbylaw, the Articles of Organization, or these bylaws, shall decide any matter to be voted on by the Corporators.

10. Term. Corporators shall be elected for one five-year term and thereafter may be reelected for an unlimited number of consecutive five-year terms.

11. Resignation. AnyCorporator mayresign by delivering his or her written resignation to the chair of the corporation. Such resignation shall be effective at the time specified in such resignation.

12. Removal.AnyCorporatormayberemovedwith causebyan affirmativevoteoftwo-thirdsofthe Corporators then in office, but such vote maytake place only after the Corporator to be removed has been given reasonable notice and an opportunity to be heard before the Corporators.

ARTICLE IV BOARD OF TRUSTEES

1. Powers. The business of the Corporation shall be governed bya board of directors, known as the BoardofTrustees(the“Board”),whichshall,asabody,exerciseallthepowersoftheCorporation except as otherwise provided by law, the Articles of Organization, or these bylaws.

Without limiting the foregoing, the Board of Trustees shall:

a. Ensure sound management of the assets of the Museum, including the Museum’s collection, its financial assets, its staff, and its physical plant;

b. Select, support, evaluate, retain or terminate the Jean and Myles McDounough Director (hereinafter Museum Director);

c. Establish and periodically review the Mission Statement of the Museum, in consultation with the Museum Director, and ensure strategic planning and associated vision statement consistent therewith;

d. Develop and provide financial support for the Museum;

e. ApproveanannualbudgetfortheMuseumandexpendituresforpurposeswhicharenotapart ofthebudget,includingacquisitionsandcapitalexpendituresthatexceedanyboard-approved

discretionaryamounts for such items;

f. Make the final decision on all recommendations of the Collections Committee which favor deaccessioning;

g. Ensure that the Board is itself evaluated annually for effectiveness in discharging its duties, including those listed above.

2. Membership. The Board shall consist of not fewer than nineteen (19) nor more than thirty-one (31) Corporators, none of whom shall be an employee of the Museum.

3. Term. Except as otherwise provided by law, the Articles of Organization, or these bylaws, Trustees shall be elected for one three-year term and shall be eligible for reelection for two additional three-year terms, At the end of each three-year term, an evaluation of the Trustee’s committement and effectiveness shall be conducted by a designee of the President of the Board and/or the Chair of the Governance Committee. Any Trustee whose term as Corporator would otherwise terminate before the expiration of such Trustee’s term as Trustee shall nevertheless continue as a Corporator until the expiration or other termination of such Trustee’s term as Trustee. After a one-year absence, trustees can return as new board members

4. Vacancies. In the event of a vacancy in the Board, the remaining Trustees, may exercise the powers of the Board until the vacancy is filled as a result of vacancies, the number of the Board falls below the minimum number required to constitute a quorum then the Board shall refrain from voting on extraordinary matters to the maximum extent possible until sufficient vacancies canbefilledtoconsitituteaquorum.AnyvacancyontheBoard,howeveroccurring,maybefilled for the balance of the period until the next annual meeting of the Corporators by a vote of the Trustees in consultation with the Trustee Nominating Committee. Service by a Trustee pursuant to this ArticleIV, Section4 shall not count as aterm of service as provided byArticleIV, Section 3.above.

5. Resignation. Any Trustee mayresign bydelivering his or her written resignation to the Board to the President or the Clerk. Such resignation shall be effective at the time specified in such resignation.

6. Removal.AnyTrusteemayberemoved fromofficewithcausebyamajorityvoteoftheTrustees then in office, but such vote may take place only after the Trustee to be removed has been given reasonable notice and an opportunity to be heard before the Corporators or Trustees, as appropriate. Three or more unexcused absences can be cause for termination.

7. Meetings. Regular meetings of the Board may be held without call or notice at such places and at such times as the Board may from time to time determine, provided that any Trustee who is absent when such determination is made shall be given notice of the determination. A regular meeting of the Board may be held without call or notice at the same place as the annual meeting or any special meeting of the Corporators, following such meeting of the Corporators. Special meetingsoftheTrusteesmaybehelduponoralorwrittencallbythePresident,Treasurer,orthree ormoreTrustees,designatingthetime,date,place,andpurposesthereof.Trusteesmayattendand vote at any meeting in person or virtually. Participation in a meeting by such means shall constitute presence in person at a meeting.

8. Notice of Special Meetings. Notice of the time, date, place, and purposes of all special meetings of the Board shall be given to each Trustee by the Clerk, or President. Notice shall be given to

each Trustee by written notice mailed to his or her address, or by other electronic written means ofcommunication.Noticeneed not begivento anyTrusteeifawrittenwaiverofnotice,executed by him or her or her before or after the meeting is filed with the records of the meeting.

9. Quorum. At any meeting of the Board, a simple majority of the Trustees then in office shall constitute a quorum. Less than a quorum mayadjourn anymeeting from time to time.

10. Action at Meeting. At anymeeting of the Board at which a quorum is present either in person or or any other electronic technology that allows full participation by the Trustees, a majority of those so present or represented by proxy for purposes of the matter in question may take any action on behalf of the Board except to the extent that a larger number is required by law, the Articles of Organization, or these bylaws. In all cases, the decision to appoint or terminate a MuseumDirectorortoremoveaTrusteerequires anaffirmativevotebyamajorityofallTrustees then in office.

11. Action Without Meeting. Any action by the Board may be taken without a meeting if a written consent to act without a meeting is signed or electronically acknowledged by all of the Trustees then in office and a majority of the Trustees then in office agree to the action. A record of such consents and agreement shall be filed with the records of the meetings of the Board. Such agreement shall be treated as a vote of the Board for all purposes.

12. Executive Session. The Board mayconduct all or any part of a meeting in Executive Session for such purposes as it deems necessary. The Board may invite the Museum Director or such other persons as the Board deems appropriate to attend all or a portion of an Executive Session.

13. Delegation of Powers. The Board may vote to delegate to the Executive Committee or other committees certain of its duties except those which by law, the Articles of Organization or these bylaws it is prohibited from delegating. Any such delegation shall be reviewed annually.

In no event shall anyof the following be delegated bythe Board to anyindividual or committee:

a. The power to change the principal office of the Corporation,

b. The power to amend these bylaws,

c. The power to elect Officers required by law or by these bylaws to be elected by the Corporators or the Trustees or the power to fill vacancies in any such offices,

d. The power to change the number of members constituting the Board or the power to fill vacancies in the Board,

e. The power to remove Officers from office or Trustees from the Board,

f. The power to appoint or remove the Museum Director,

g. The power to approve deaccessions from the Museum’s collection,

h. The power to approve acquisitions or disposal of real property,

i. The power to revise the Museum’s Mission Statement or Long Range Business Plan,

j. The power to incur long term debt or to encumber the Museum’s assets, and

k. Thepowertoauthorizethemerger,consolidation,ordissolutionoftheCorporation,orsimilar transaction, however called.

14. Conduct. Trustees shall agree to abide by the Museum’s Code of Ethics. Trustees shall exercise sound judgment so as to promote the utmost professionalism and avoid conflicts of interest or perceptions thereof. Trustees shall cooperate with and abide by the Museum’s conflict of

interest policy and procedures.

ARTICLE V COMMITTEES OF THE BOARD

1. Committee Participation. Each Trustee is expected to serve on at least one Board Committee during each three-year term

2. Executive Committee. The Executive Committee, which is approved by the Board upon nomination by the President, shall include, the President, the Vice-President(s), the Treasurer, the Clerk, and up to five additional members Members of the Executive Committee are appointed for a three-year renewable term and shall be evaluated after each term by the President of the Board and one other member of the Executive Committee or designee A majority of the members of the Executive Committee shall constitute a quorum, but the affirmative vote of a majorityof the Committee members shall be necessary in every case. The Museum Director shall be an ex-officio member of the Executive Committee without a vote.

Minutes of all Executive Committee meetings shall be taken, approved by the Executive Committee, made available to the Board and placed on file at the Museum. All actions taken by the Executive Committee shall be reported at the meeting of the Board immediately following such actions.

The Executive Committee duties are outlined in the Committee charter.

3. General Provisions Concerning Other Board Committees. Certain tasks of the Board shall be delegated in the ordinary course to other Committees, as set forth below, subject to Board review and approval.

a. Board Committees are intended to support the mission of the Museum provided, however, that they shall not usurp material responsibilities of Museum management.

The Chair of each Standing Committee, Standing Subcommittee, and Ad Hoc Committee shall be a Trustee and shall be appointed annually by the President in consultation with the Executive Committee and the Museum Director.

b. In consultation with the President, each Standing Committee, Standing Subcommittee, and AdHocCommitteeChairshall appointthemembersoftheirrespectivecommittees, at least one of whom shall be a member of the Board. Individuals who are not trustees can be appointed to serve on committees as voting members.

Each Standing Committee and Subcommittee shall maintain a charter that sets forth the purposes, goals, and objectives of such committee, the number of and qualifications for its members (e.g., specific skills and expertise), and general rules of procedure including quorum requirements.

[See para. 5 on ad hoc committees, below]

c. The President and the Museum Director shall be ex-officio members of all Standing Committees, Standing Subcommittees, and Ad Hoc Committees without power to vote, except that the Board may authorize the President to be a voting member of any Ad Hoc Committee.

4. Standing Committees Standing Committees shall be maintained and empowered as set forth in this Section V.4. These Standing Committees shall generally oversee and advise the Museum Director without engaging in operational decision making.

Advancement Committee. The Advancement Committee shall oversee the Museum’s fundraising and stakeholder development activities to ensure that philanthropic support meets the annual and long-term goals of the Board and institution. The Development Committee may delegate responsibilities to standing or ad hoc subcommittees.

Collections Committee. The Collections Committee shall provide oversight of all activities relating to the Museum’s collection including accessions, deaccessions, loans, conservation, care, maintenance and preservation to ensure that the integrity and artistic merit of the collection are maintained.

Facilitites Committee. The Facilities committee shall ensure that the facilitites, grounds and infrastructure are being maintained and upgraded according to best practices, mission fulfillment and stewardship obligations. The Committee shall review the annual capital budget, as requested by staff, and make recommendations to the Board for passage of the capital budget.

Finance Committee. The Finance Committee shall ensure the financial integrity of the Museum by overseeing 1) the preparation of, and performance as measured against, the budget portion of the Museum’s Annual Business Plan and Budget, 2) the management of the Museum’s finances to ensure that the Museum’s endowments are preserved and that its operational, maintenance, and capital funding needs are met, 3) the audit process and oversight of fiscal systems, and 4) Museum investments to ensure prudent stewardship of the funds entrusted to the Museum The Finance Committee may delegate responsibilities to standing or ad hoc subcommittees, including to a budget, audit, and/or investment subcommittee, or other subcommittees deemed necessary.

Governance Committee. The Governance Committee shall oversee Board governance to ensure that Board oversight of the business affairs of the Museum is conducted with integrity and in an ethical and responsible manner. The Governance Committee shall have a Trustee Nominating Subcomittee responsible for developing a diverse pipline of candiates to be considered as Trustees and support trustee onboarding to the Board. There shall be a Corporator Nominating Subcommittee

Human Resources Committee. The Human Resources Committee shall oversee the Museum’s management as it attracts and retains a diverse community of talented employees, and provides an environment which enhances personal and professional development. It is not the dutyof the Committee to conduct HR functions, other than those related to the Museum Director.

a.

ARTICLE VI

OFFICERS OF THE CORPORATION

1. Enumeration. The Officers of the Corporation shall consist of a President, Vice-President(s), a Treasurer and a Clerk.

2. Election. All Officers shall be elected by Trustees.

3. Qualification.All Officers shall beTrustees.TheClerk shall bea resident ofthe Commonwealth of Massachusetts unless the Corporation has a Resident Agent appointed for the purpose of service of process.

4. Term. Except as otherwise provided by law, the Articles of Organization, or these bylaws, Officers shall be elected for three-year terms, reviewable yearly to determine capacity to serve in a leadership role. In all cases, Officers will be evaluated at the end of each three-year term. The years served as an Officer do not count towards trustee term limits.

5. Vacancies.Anyvacancyin anyoffice,howeverarising,maybefilledbyavoteoftheBoarduntil the next Annual Meeting of the Corporators.

6. Resignation. Any Officer may resign by delivering a written resignation to the Board at its principal office or to the President or the Clerk. Such resignation shall be effective upon receipt or at any later time specified in such resignation.

7. Removal. Any Officer may be removed from office with cause by a vote of the majority of the Trustees then in office, but such vote may take place only after the Officer to be removed has been given reasonable notice and an opportunity to be heard bythe Board

8. Duties and Responsibilities. Each Officer shall perform such duties and have such responsibilities as required by law, the Articles of Organization, and these bylaws, and as may be designated from time to time by the Board. However, Officers shall not usurp nor assume material responsibilities of the Museum’s management.

a. President. The President shall preside at all meetings of the Corporators, the Board, and the Executive Committee and shall have such other powers as maybe designated from time to time by the Board. The President shall serve in a senior advisory capacity to the Board and to the Museum Director, subject to the direction of the Board.

b. Vice-Presidents. Vice-Presidents shall perform such other duties as may be designated from timeto timebythe President. Vice-Presidents shall servein asenioradvisorycapacity to the President. In the absence of the President, a Vice-President shall preside at meetings of the Corporators, the Board, and the Executive Committee.

In the final year of a President’s final term, the slate of Officer nominees may include a First Vice President who shall be presumed to be the next nominee for President. In addition to the foregoing responsibilities, the First Vice President shall assist the President in performance of the President’s duties and become familiar with the duties and responsibilities of the President.

c. Treasurer. The Treasurer shall, subject to the direction of the Board, have general oversight of the financial affairs of the Corporation and shall ensure that accurate books of account of the affairs oftheCorporation are kept. The Treasurer shall be responsible forthe safe custody of all funds, securities, valuable papers and financial documents of the Corporation. In addition, the Treasurer shall report regularly to the Board and present an annual report to the Corporators at the annual meeting of such Corporators as to the financial condition and operating results of the Museum.

d. Clerk. In addition to any duties required by law, the Clerk shall cause a record to be kept of all votes and meetings of the Corporators and of the Board. In the absence of the Clerk from any meeting of the Corporators or the Board, a Clerk pro tempore designated by the person presiding at the meeting shall perform the duties of the Clerk at such meeting.

9. Other Powers and Duties. The exercise of any power which by law, the Articles of Organization, or these bylaws, or under any vote of the Corporators or the Board, may be exercised byan Officer of the Corporation only in the event of absence of another Officer or any other contingency, shall bind the Corporation in favor of anyone relying thereon in good faith, whether or not such absence or contingency existed.

ARTICLE VII

MUSEUM DIRECTOR

TheMuseumDirectorshallbetheChiefExecutiveOfficeroftheCorporation. Dutiesshallinclude overseeing the implementation of the artistic mission and vision of the Museum; ensuring the financial stability of the Museum; fostering a positive relationship with the Museum's constituents and professional affiliations; and day-to-day operations of the Museum.

The Museum Director shall be entitled to attend and participate as an ex-officio, non-voting member in all meetings of the Board and Board Committees, except during any executive session thereof.

The Museum Director shall be evaluated on a yearly basis in a manner established by the Governance Committee and approved of by the Board of Trustees.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

1. Fiscal Year. Except as from time to time otherwise determined by the Board, the fiscal year of the Corporation shall begin on September 1st and end on August 31st in each year.

2. Seal. The seal of the Corporation shall, subject to alteration by the Board, bear its name and the year of its incorporation.

3. Execution of Instruments. All deeds, leases, transfers, contracts, bonds, notes, and other obligationsauthorizedtobeexecutedbyanofficeroftheCorporationonitsbehalfshallbesigned

by the President and/or the Treasurer except as otherwise authorized by these Bylaws or as the Board may generally or in particular cases otherwise determine.

4. Voting of Securities. Except as the Board may otherwise designate, the President or Treasurer maywaive notice and act on behalf of the Corporation, or appoint anyperson or persons to act as proxy or attorney in fact for the Corporation (with or without discretionary power and/or power of substitution) at any meeting of stockholders or shareholders or beneficial owners of any other corporation or organization, anyof the securities of which maybe held bythe Corporation.

5. Evidence of Authority. A certificate by the Clerk as to any action taken by the Corporators, the Board, oranyOfficerorrepresentativeoftheCorporationshall,astoall whorelythereoningood faith, be conclusive evidence of such action.

6. Ratification. Any action taken on behalf of the Corporation by a Trustee or any Officer or representativeoftheCorporationwhichrequiresauthorizationbytheCorporatorsorbytheBoard shallbedeemedtohavebeendulyauthorizedifsubsequentlyratifiedbytheCorporators,ifaction by them was necessary for authorization, or by the Board, if action by it was necessary for authorization.

7. Indemnification of Trustees, Officers, and Others. The Corporation shall indemnify each person now or hereafter elected or appointed a Trustee or Officer of the Corporation (including each person who serves at its request as a director or officer of any other organization in which the Corporation has any interest as a stockholder, creditor, or otherwise, or who serves at its request in any capacity with respect to any employee benefit plan) against all expense reasonably incurred or paid by him or her in connection with the defense or disposition of any actual or threatened claim, action, suit, or proceeding (civil, criminal, or other, including appeals) in which he or she may be involved as a party or otherwise by reason of his or her having served in any such capacity, or by reason of any action or omission or alleged action or omission (includingthose antedating the adoption of these bylaws) byhim or her while serving in any such capacity; except for expense incurred or paid by him or her with respect to (i) any matter as to which he or she shall have been adjudicated in any proceeding not to have acted in the reasonable belief that his or her action was in the best interests of the Corporation, or (ii) to any matter as to which he or she shall agree or be ordered by any court of competent jurisdiction to make payment to the Corporation, or (iii) which the Corporation shall be prohibited bylaw or by order of any court of competent jurisdiction from indemnifying him or her. Such indemnification shall include payment by the Corporation of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he or she shall eventuallybe adjudicated to be not entitled to indemnification under these bylaws.

No matter disposed of by settlement, compromise, or the entry of a consent decree, nor a judgment of conviction or the entry of any plea in a criminal proceeding, shall of itself be deemed an adjudication of not having acted in the reasonable belief that the action taken or omitted was in the best interests of the Corporation. The term “expense” shall include, without limitation, settlements, attorneys' fees, costs, judgments, fines, penalties, and other liabilities. The right of indemnification herein provided for shall be severable, shall be in addition to any other right which any such person may have or obtain, shall continue as to any such person

who has ceased to be such Trustee or Officer and shall inure to the benefit of the heirs and personal representatives of any such person.

The Corporation, upon authorization by a disinterested majority of the Trustees then in office, may indemnify each person now or hereafter elected or appointed an employee or agent of the Corporation (including each person who serves at its request as an officer, employee or agent of any other organization in which the Corporation has any interest as a stockholder, creditor, or otherwise, or who serves at its request in any capacity with respect to any employee benefit plan) to the same extent and in accordance with the guidelines set forth in this Article VIII, paragraph 7.

8. Conflicts of Interest. Any conflicts of interest that may arise in connection with the Museum and the operations or corporate governance thereof, shall be addressed in accordance with the Museum’s Code of Ethics, as amended from time to time.

ARTICLE V AMENDMENTS

The power to make, amend, or repeal these bylaws, in whole or in part, shall be in both the Corporators and the Board. Such power may be exercised by the Corporators at any meeting of theCorporators byvoteofamajorityofthose attendingorrepresentedat suchmeetingand entitled to vote thereat, provided that the notice for such meeting contains the subject matter of the proposed bylaw change. Such power may be exercised by the Board by vote of a majority of the Trustees then in office provided that:

a. The Board maynot make anynew bylaw or amend or repeal anyprovision of these bylaws which by law, the Articles of Organization, or these bylaws requires action by the Corporators; and

b. TheBoardmaynot makeanynewbylaworamend orrepeal anyprovision ofthesebylaws, which alters the procedure for making, amending, or repealing these bylaws.

Any new bylaw or any amendment or repeal of any provision of these bylaws made or adopted by the Board may be amended or repealed by the Corporators. Notice of the making of any new bylaw or the amending or repealing of any provision of these bylaws by the Board, stating the substance of such new bylaw or of such amendment or repeal, shall be given to all Corporators entitled at the time of such notice to vote on amending these bylaws not later than the time of giving notice of the meeting of Corporators next following.

CODE OF ETHICS OF THE WORCESTER ART MUSEUM

Revised by the Governance Committee and approved by the Board on November 17 2016, to be revised no later than 2026

INTRODUCTION

The Worcester Art Museum (“WAM” or “the Museum”) is grounded in the tradition of public service, organized as a public trust and holds a collection “for the benefit of all,” as outlined in the founding charter. Furthermore, as a nonprofit institution, the Museum complies with applicable federal, state, and local laws and international conventions, as well as specific legal standards governing trust responsibilities. Under the governing authority of its Board of Trustees (the “Board”), the Museum fulfills its mission through the efforts of individual Trustees and Officers, paid employees (“Staff”) and unpaid volunteers (“Volunteers”), including Corporators, who serve without compensation, all of whom are bound in varying degrees, according to their responsibility and position, by a duty of loyalty to the Museum.

Persons who associate with the Museum in any of these capacities must never use their positions for personal gain or to benefit another at the expense of the Museum, its mission, its reputation and/or the public it serves. They should never share confidential information obtained in the course of their duties with any person who is not authorized by the Museum to receive the information. Where conflicts of interest arise – whether actual, potential, or perceived – adherence to professional standards and the duty of loyalty must never be compromised. The precise extent of their obligations will depend not only on titles and positions, but also on the role and responsibility the individual assumes within the Museum. This Code of Ethics is intended to provide specific guidelines to all persons who contribute their efforts in any capacity, with or without compensation, to fulfill the Museum’s mission and vision.

PRIOR CONSULTATION

Whenever questions arise as to the application of these guidelines, the affected persons should promptly consult the appropriate authority. Trustees and Corporators should consult the President, the Chair of the Governance Committee, or any Vice President of the Board of Trustees; Staff should consult with their supervisor, or Human Resources; and Volunteers should consult their Staff liaison. When circumstances make it appropriate, the questions should be referred to the Executive Committee or Board.

REPORTING OF VIOLATIONS

All persons subject to this Code are requested to come forward with information regarding an actual or possible violation of this Code and cooperate fully in the investigation of any alleged violation. There shall be no reprisal for reporting of actual or possible violations of the Code.

Trustees and Corporators should report perceived violations to the President, the Chair of the Governance Committee or any Vice President of the Board of Trustees. Staff should normally report to their supervisor, or Human Resources; and Volunteers should normally report to their Staff liaison. However, if the reporting person believes that the concern was not adequately addressed or if circumstances make it inappropriate to report through ordinary channels, the report should be made to higher authority, which may include a more senior member of Staff or Officer including the President or Chair of the Governance Committee, and may include a request that the matter be referred to the Executive Committee or the entire Board. The Board is ultimately responsible for maintaining and enforcing the Museum’s ethical standards as reflected in this Code, and should be advised of any allegation of a substantial violation.

IMEMBERS OF THE GOVERNING BODY (TRUSTEES, OFFICERS OR MEMBERS OF BOARD COMMITTEES)

Massachusetts law requires each member of the Governing Body of a nonprofit corporation, including each individual Trustee and Officer, to perform his or her duties, including duties as a member of a board appointed committee (“Board Committee”), in good faith, in a manner he or she reasonably believes to be in the best interests of the corporation, with such care as an ordinarily prudent person in a like position with respect to a similar organization would use under similar circumstances. Trustees and Officers and members of Board Committees are entitled to request such information as they think appropriate to fulfill these responsibilities.

The standards that apply to the Governing Body may also apply in varying degrees to persons who are not Trustees or Officers but perform functions that are delegated by the Trustees including by serving on Board Committees. For example, Corporators, Volunteers and Staff are not normally subject to the same standard as Trustees and Officers, but may become subject to those standards by virtue of serving on the Board or Board Committees or by performing other functions that involve a high degree of trust and confidence, including access to confidential information. For purposes of this Code, every member of the Board of Trustees, every Officer and every person who serves on a Board Committee or who otherwise assumes a relationship of trust and confidence with the Museum as described above should observe the standards that apply to the Governing Body.

CONFLICT OF INTEREST DEFINED

The following activities by a covered person, or family member, may constitute a conflict of interest (the term “family member” means the spouse, brother, sister or other lineal descendants or ancestors – or the spouse of such descendants or ancestors – or any other family member or family member’s spouse, if living in the same household as the Trustee):

- Ownership in or employment by any outside concern which does business with the Worcester Art Museum.

- Representation of the Worcester Art Museum by a covered person in any transaction in which he or she or, a family member, has a substantial personal interest.

- Competition with the Worcester Art Museum by a covered person, directly or indirectly, in the purchase, sale or ownership of works of art, property or property rights or interests, or business investment opportunities.

- Use of confidential, special or inside information of or about the Worcester Art Museum, particularly for personal profit or benefit of a covered individual or family member.

DISCLOSURE AND ABSTENTION FROM VOTING

When conflicts of interest arise, it is important that decisions be made only by persons who are both disinterested (in the sense of having no personal interest in the transaction) and independent (in the sense of being free from influence of interested or non-independent persons and capable of exercising independent judgment). When a member of the Governing Body perceives a conflict of interest with respect to a matter under consideration by the full Corporation, the Board of Trustees or a Board Committee, that individual should fully and promptly disclose the nature of the conflict to the Chair of the Committee or the President of the Board of Trustees, and should refrain from voting on the action. Unless invited to do otherwise, a person who has a conflict should not recommend any action in which he or she has a potential conflict of interest, and should leave the meeting during the discussion and vote. The remaining Trustees shall determine whether the proposed action is proper and in the Museum’s interest.

The minutes of the meeting at which such action is taken shall record the disclosure of the conflict, the individual’s abstention from consideration of the matter and the determination, if made, that the proposed action is in the interest of the Museum.

RELATIONSHIP BETWEEN A MEMBER OF THE GOVERNING BODY AND STAFF

The relationship between a member of the Governing Body and Staff is naturally close and mutually beneficial to the Museum. Nonetheless, members of the Governing Body should not use their positions to obtain unreasonable or excessive services or expertise from Staff or the Museum, or to unduly influence the exercise of independent professional judgment.

It is important to maintain the appearance of propriety in any matter that involves a conflict of interest. The Museum should not directly or indirectly compensate or otherwise transfer Museum assets to Members of the Governing Body or their family members unless approved in advance by vote of independent members of the Board of Trustees or Executive Committee, such vote to be taken only after full and appropriate disclosures. In considering whether to approve any such transaction, the Board of Trustees or Executive Committee should consider the value of the service or asset,

which should normally be based an independent valuation and the decision should reflect the exercise of independent judgment.

CONFIDENTIALITY

Members of the Governing Body should not share confidential information obtained in the course of their duties at the Museum with any person who is not authorized to receive the information. Confidential information includes, but is not limited to the briefing materials prepared in advance of meetings, minutes of meetings, discussions which may occur at meetings, and any other confidential information that the Museum designates as confidential, or would reasonably be considered as confidential.

GOVERNANCE

The Governing Body is responsible for protecting and enhancing the Museum’s collections and programs and its physical, human and financial resources. It should take appropriate action to ensure that the Museum’s resources are used to support the Museum’s mission and respond to the pluralism of society with appropriate respect for the natural and cultural diversity of the Commonwealth of Massachusetts.

For example, the Governing Body should take appropriate measures to ensure that:

- all who work for or on behalf of the Museum in any capacity understand and support its mission and public trust responsibilities;

- all who work for or on behalf of the Museum in any capacity understand and fulfill their responsibilities and act appropriately on behalf of the Museum, and not merely in their individual interest;

- the Museum’s collections and programs and its physical, human and financial resources are protected, maintained and developed in support of the Museum’s mission;

- the Museum is responsive to and represents the interests of society;

- the Museum maintains relationships with Staff in which shared roles are recognized and separate responsibilities respected;

- working relationships among members of the Governing Body, Employees and Volunteers are based on equity and mutual respect;

- Museum operations are informed and guided by professional standards and practices; and

- Museum policies are appropriately explained and prudent oversight is practiced.

COLLECTIONS

The stewardship of collections entails the highest public trust and carries with it the presumption of rightful ownership, permanence, care, documentation, accessibility and responsible disposal. In accordance with the standards of the American Alliance of Museums (“AAM”) and the Association of Art Museum Directors (“AAMD”) and the Collections Management Policy as from time to time amended, the Museum as an institution must take such actions as are appropriate to ensure that:

- collections in its custody support its mission and public trust responsibilities, are lawfully held, protected, secure, unencumbered, cared for and preserved, accounted for and documented;

- access to the collections and related information is permitted and regulated;

- acquisition, disposal and loan activities conform to its mission and public trust responsibilities;

- disposal of collections is solely for the advancement of the Museum’s mission and that proceeds from the sale of deaccessioned works are used solely for the acquisition of works of art;

- collection related activities promote the public good rather than individual financial gain; and

- competing claims of ownership that may be asserted in connection with objects in its custody should be handled openly, seriously, responsively and with respect for the dignity of all parties involved.

ACKNOWLEDGMENT AND AFFIRMATION

To ensure that each member of the Governing Body is aware of these guidelines, a copy shall be distributed to each Member upon his/her election or nomination. These guidelines shall also be distributed annually and each member of the governing body should acknowledge receipt and undertake compliance with these guidelines by signing a form substantially similar to attached Exhibit A.

II CORPORATORS AND VOLUNTEERS

Corporators and Volunteers play an essential role in fulfilling the Museum’s mission and vision. Although not normally held to the same standards as the Governing Body, Corporators and Volunteers represent the Museum in dealing with the public. Furthermore, their activities often involve access to Museum resources which may include confidential or private information. By volunteering to serve, Corporators and Volunteers undertake a duty of loyalty to the Museum. It is therefore important that they understand and support the mission, vision and policies of the Museum as a whole as well as the mission and policies of the special interest groups to which they may belong. Corporators and Volunteers should always conduct themselves with the highest standards of decorum, objectivity, and integrity in every circumstance that relates to the operations of the Museum or may influence the endeavors or reputation of the Museum.

Corporators and Volunteers may sometimes become subject to the same standards as members of the Governing Body by virtue of serving on the Board or Board Committees or performing other functions that involve a high degree of trust and confidence, including access to confidential information. Any Corporator or Volunteer who is uncertain of his or her obligations is strongly encouraged to seek guidance from the appropriate Staff liaison or, if appropriate, from the President, the chair of the Museum’s Governance Committee or the Executive Committee.

CONFLICT OF INTEREST, DEFINED

Volunteer service shall be undertaken for the betterment of the Worcester Art Museum and not for personal gain other than the inherent enrichment and personal satisfaction derived from such participation. Conflict of interest restrictions placed upon Trustees and Staff, where relevant, should be recognized and observed by Corporators and Volunteers. All persons assuming a Corporator or Volunteer position with the Worcester Art Museum are expected to be familiar with this Code of Ethics and to use it in guiding their conduct.

CONFIDENTIALITY

Corporators and Volunteers should respect the responsibilities and requirements of confidentiality that result from their access to the collections, programs, Staff activities, and privileged and proprietary information.

ACKNOWLEDGMENT AND AFFIRMATION

To ensure that each Corporator and Volunteer is aware of these guidelines, a copy shall be distributed to each such Corporator or Volunteer upon his or her first assuming the position, and each Corporator or Volunteer should acknowledge receipt and undertake compliance with these guidelines by signing a form substantially similar to attached Exhibit A.

III MUSEUM STAFF

Members of the Museum Staff are bound by the rules of the employee handbook, and by applicable Massachusetts and federal laws including a duty of loyalty to the Museum. They should conduct themselves with the highest standards of decorum, objectivity, and professional integrity in every circumstance that relates to the operations of the Museum or may influence the endeavors of reputation of the Museum. In addition, executive and professional employees should observe the standards that typically apply to persons with similar positions in similar institutions including standards of the AAMD. Decisions made by Staff on Museum matters should never be influenced by selfish interests or undisclosed opportunities for personal gain.

CONFLICT OF INTEREST, DEFINED

Each member of the Staff must disclose to his or her supervisor (or, in the case of the Director, to the President of the Board of Trustees) his/her affiliation or that of any Family Member with any organization or individual that has or might reasonably be expected to apply for a grant, make a donation, or do business with the Museum. No member of the Staff or Family Member thereof may receive any monetary benefit, directly or indirectly, from any such grant, donation, or business transaction unless the benefit is disclosed and approved consistent with these guidelines by an authorized

person. Staff should also comply with any specific codes and standards that apply to their particular area of expertise as well as the conflict of interest policies outlined in the handbook.

OUTSIDE EMPLOYMENT

Outside employment includes any situation where Staff Members work for an organization, an individual or themselves on their own time. Certain types of outside employment, including teaching, lecturing, writing, and consulting, can benefit both the Museum and the Staff Member by stimulating personal and professional development provided such activity does not interfere with the staff member’s regular duties.

Staff Members should recognize that when outside employment is directly related to her/his regular duties for the Museum she/he should discuss with her/his Division Head or the Director all aspects of that employment including, but not limited to, the amount of time such activity involves.

Staff Members should not draw upon any of the Museum’s resources when involved in outside employment, except with Museum approval. Staff should adhere to conflict-ofinterest guidelines when taking outside employment.

If and when scholarly activity, such as writing and publishing, is a personal project done exclusively on personal time, and not within the scope of Museum assigned responsibilities, its ownership is personal. If the work is within the scope of employment and fully funded by the Museum, ownership of copyrights and patents belongs to the Museum.

CONTRACTING

Staff Members may not use confidential or “insider” information for any business activity conducted by or on behalf of the Worcester Art Museum. All business relations with contractors must be conducted at arm’s length, both in fact and in appearance and in compliance with the Worcester Art Museum policies and procedures. Employees must disclose personal relationships and business activities with contractor personnel who could be construed as influencing the employees’ performance or duties.

OWNERSHIP OF INTELLECTUAL AND PHYSICAL PROPERTY

The objects in the Museum’s collection, their documentation, and all additional documentation developed subsequent to their acquisition are the property of the Museum. All intellectual and physical material developed by Staff on Worcester Art Museum time is the property of the Museum.

The Museum is entitled to receive any and all fees or royalties earned in conjunction with any and all materials or items produced by Staff while on Museum time.

Individual Staff Members are not entitled to any fees, royalties, honoraria or other payments for any materials or items that are developed, written, designed, drawn, painted, constructed or installed either alone or with other Staff while carrying out their job responsibilities as employees of the Museum.

Museum Staff may not duplicate materials developed at the Worcester Art Museum by them or by any other Staff or contractor to the Museum for the purpose of resale or personal profit, including the use of artwork, written materials, graphics, threedimensional design, electric or mechanical design, audiovisuals or computer software.

The Museum’s ownership of intellectual property that was created while an individual was an employee of the Museum continues after she/he leaves the Museum for any reason, including retirement.

HONORARIA

When Staff is paid for speaking, they may keep the honoraria if it is done on their own time. Staff must turn honoraria over to the Museum when speaking on Museum time, regardless of the subject.

VOLUNTEERING FOR OTHER NOT FOR PROFITS

Staff members are encouraged to participate in voluntary activities outside the Museum. If a Worcester Art Museum Staff Member in a Volunteer role could appear to be acting in an official capacity as Museum Staff, disclosure is recommended to avoid possible misrepresentation. Museum professionals should conduct themselves so that their activities do not reflect adversely on the reputation or integrity of the Museum.

When a Member of the Museum Staff speaks out on a public issue, she/he should make sure to do so as an individual and avoid the appearance of speaking or acting in an official capacity.

ACKNOWLEDGMENT AND AFFIRMATION

To ensure that each member of the Museum Staff is aware of these guidelines, a copy shall be distributed to each such person upon his or her first assuming his or her position and each Staff member should acknowledge receipt and undertake compliance with these guidelines by signing a form substantially similar to attached Exhibit A.

ACKNOWLEDGMENT & AFFIRMATION WORCESTER ART MUSEUM CODE OF ETHICS

I have read the Museum’s Code of Ethics (please check applicable sections):

__as a member of the Governing Body (Corporator, Trustee, Officer, Member of a Board Committee), and I have also read the bylaws;

__ as a member of the Staff, and I have also read the Employee’s Handbook and other Museum material, as listed: Computer User Agreement ;

__ as a Corporator or Volunteer (docent, et al.);

and I hereby affirm that I understand its contents and will adhere to its guidelines.

(signature and date)

(printed first and family name)

Worcester Art Museum Committee Listing 2023-2024

Current board member*, corporator, staff

Board of Trustees (updated 11/21/23)

Dorothy Chen-Courtin, President

Kent Russell, 1st Vice President

George W. Tetler, III, 2nd Vice President

Sarah G. Berry, Treasurer

Susan M. Bassick, Clerk

Lawrence H. Curtis

Jennifer Davis Carey

James C. Donnelly, Jr.

Michael B. Fox

Mark W. Fuller

Jennifer C. Glowik-Adams

John Herron

Karen M. Keane

Mary Beth Leonard

Barry M. Maloney

Sohail Masood

John McCabe

Thomas S. Michie

Carl D. Rapp

Malcolm A. Rogers

Anne-Marie Soullière

Cynthia L. Strauss

Carmen D. Vazquez

Christina Villena

STANDING COMMITTEES

(Purposes as set forth in the Bylaws)

Executive Committee (confirmed 1/4/2024)

Dorothy Chen-Courtin*, President, Chair dccourtin@aol.com 978-549-1323

Kent Russell* - 1st Vice President/Co-chair of ECE Committee

George Tetler * 2nd Vice President/Chair of Facilities

Susan Bassick*, Clerk

Sarah Berry*, Treasurer/Chair of Finance

James Donnelly* Co-Chair of Governance and Nominating Committee

Thomas S. Michie* – Co-Chair of Collections Committee

Malcolm Rogers* - Co-Chair of Collections Committee

Anne-Marie Soullière* - Co-Chair of Governance/Nominating Committee

Ex Officio: Matthias Waschek (Jean and Myles McDonough Director and staff liaison), Marillyn Earley (Chief Advancement Officer), Mark Spuria (Chief Financial Officer)

Worcester Art Museum

Committee Listing 2023-2024

Current board member*, corporator, staff

Governance and Nominating Committee (confirmed 1/4/2024)

James Donnelly – Co-Chair – Governance

Anne-Marie Soullière* - Co-Chair - Nominating

Sarah G. Berry*, Treasurer

Jennifer Davis Carey*

Kent Russell*

Roger Servison

Ex Officio: Dorothy Chen-Courtin* (President) Matthias Waschek (Jean and Myles McDonough Director and staff liaison), Marillyn Earley (Chief Advancement Officer) Heather Walker (Development Coordinator)

Finance (Confirmed 1/4/24)

Sarah Berry* (Treasurer), Chair sberry@monetagroup.com (508) 320-2400 (cell)

Michael Hale

Karen Keane*

Moira Moynihan-Manoog

Robert Thompson

Omar Wahab

Ex officio: Dorothy Chen-Courtin* (President), Matthias Waschek (Director), Mark Spuria (Chief Financial Officer and staff liaison), Mary Raskett (Budget Manager and support of Director of Finance)

Audit (Confirmed 11/9/22)

Mark Fuller*, Chair mfuller@risk-strategies.com; 508-887-5813 (cell)

Allen Falke

Bryan J. Coleman

Ex officio: Dorothy Chen-Courtin* (President), Matthias Waschek (Director), Mark Spuria (Chief Financial Officer and staff liaison), Mary Raskett (Budget Manager and support of staff liaison)

Collections Executive Committee (confirmed 1/31/2024)

Thomas S. Michie, Chair thosstu@yahoo.com

Malcolm Rogers*, Vice Chair malcolmaustinrogers@gmail.com

Larry Curtis*

Lisa Kirby Gibbs (Trustee Emerita)

Judy King (Trustee Emerita)

Sohail Masood*

Natalia Pavlova

Philip Phillips

Cynthia Strauss*

Susan Strickler

Ex officio: Dorothy Chen-Courtin* (President), Matthias Waschek (Jean and Myles McDonough Director), Gareth Salway, Director of Collection Management, Claire Whitner (Director of Curatorial Affairs and staff liaison), Marnie Weir, Director of Learning and Engagement; Delaney Keenan (Curatorial Assistant)

Worcester Art Museum

Committee Listing 2023-2024

Current board member*, corporator, staff

Collections Advisory Committee (Confirmed 1/31/2024)

Nicholas Bruno

Bettina Burr

Jennifer Davis Carey*

Amanda Costello

Lewis Dubroff

Joan Freedman

Mark W. Fuller*

Margaret Grasselli

John “Jock” Herron*

James Hogan

Susan Kaplan

Paul J. Mahon

Jack McCabe*

Victoria Nessen

Mark Nevins

Edward Osowski

Nina de Rochefort

Sebastian Royo

Kent Russell*

Tom Selldorff

Carol Sleeper

Anne-Marie Soullière*

Lauren Szumita

Christina Villena*

Kristin B. Waters

Bernie Whitmore

Kristina Wilson

Ex officio: Dorothy Chen-Courtin* (President), Gareth Salway (Director of Collection Management), Claire Whitner (Director of Curatorial Affairs and staff liaison), Marnie Weir (Director of Learning and Engagement), Delaney Keenan (Curatorial Assistant and support of staff liaison) Karmen Bogdesic (Sr. Manager of Leadership and Planned Giving)

Development Committee (Confirmed 1/4/2024)

Mark Fuller*, Co-Chair mfuller@risk-strategies.com; 508-887-5813 (cell)

Cynthia Strauss*, Co-Chair cstrauss06@comcast.net

Lisa Bernat (Salisbury Society)

Amanda Costello (Members Council)

John Savickas (Business Partners co-chair) (trustee emeritus)

Joffrey Smith (Business Partners co-chair)

Tracy Craig (Corporators’ Council)

Ex Officio: Dorothy Chen-Courtin* (President), Matthias Waschek (Director), Marillyn Earley (Chief Advancement Officer and staff liaison), Heather Walker (Development Coordinator and support of staff liaison) Also in attendance: Development Team fundraising staff members.

Worcester Art Museum Committee Listing 2023-2024

Current board member*, corporator, staff

Facilities Committee (confirmed 1/31/23)

George Tetler*, Chair

Christina Villena* Co-Chair

Eric Beattie

Dorothy Chen-Courtin*

Michael B. Fox*

Mark Fuller*

Ex officio: Dorothy Chen-Courtin* (President), Matthias Waschek (Director), Paul Comerford (Director of Facilities), Mark Spuria (CFO), Seth Wiseman (Project Manager)

SUBCOMMITTEES

Purposes as set forth in bylaws

Investment (Subcommittee of Finance) (Confirmed 11/9/22)

Sarah Berry*, Chair sberry@monetagroup.com (508) 320-2400 (cell)

David Adler

James Collins

Geoff Dancey

Warner Fletcher

Emily G. Wood

John Worcester

Ex officio: Dorothy Chen-Courtin* (President), Matthias Waschek (Director), Mark Spuria (Chief Financial Officer and staff liaison), Mary Raskett (Budget Manager)

Also in attendance: Mark Wetzel (contractor)

Corporator Nominating Committee (Subcommittee of Governance) (confirmed 1/4/2024)

David Fort – Chair

Richard Avis

Suzanne Campbell-Lambert

Paul Giorgio

Satya Mitra

Joffrey Smith

Robin Starr

Ex officio: Heather Walker (Development Coordinator and staff liaison)

Worcester Art Museum

Committee Listing 2023-2024

Current board member*, corporator, staff

AD HOC COMMITTEES

Education and Community Engagement Committee (confirmed 1/4/2024)

Carmen Vazquez* co-chair

Kent Russell* co-chair

Che Anderson

Susan Bassick*

Germán Chiriboga

Jyoti Datta

Jennifer Davis Carey*

Jennifer Glowik-Adams*

Gabriele Goszcz (trustee emerita)

Kathy Burton Jones

Sohail Masood*

Samantha McDonald

Moira Moynihan-Manoog (trustee emerita)

Phyllis Pollack (trustee emerita)

Giselle Rivera-Flores

Robin Starr

Ex officio: Dorothy Chen-Courtin* (President), Matthias Waschek (Jean and Myles McDonough Director), Marnie Weir (Director of Learning and Engagement and staff liaison), Aileen Novick (Manager of Public & Education Programs and support of staff liaison), Claire Whitner (Director of Curatorial Affairs), Madeline Feller (Director of Communications & Marketing)

Corporators’ Council (confirmed 1/4/2024)

Tracy A. Craig, Chair

Anne Byers

David C. Ekberg

Karen Falke

Sandy Hubbard

Lauren Yeaton Hunt

Andrea Little

Emily Murray

Toni Meltzer

Ex Officio: Heather Walker (Development Coordinator and staff liaison)

Worcester Art Museum Committee Listing 2023-2024

Current board member*, corporator, staff

Human Resources Committee – (confirmed 1-24-24)

Christina Villena*, Chair

Isa Bayon

Moe Boisvert

Jennifer Glowik-Adams*

Carol Sleeper

Russell VanderBaan

Hillary White

Ex officio: Dorothy Chen-Courtin* (President), Matthias Waschek (Director), Mark Spuria (CFO and staff liaison)

Salisbury Giving Society Committee (confirmed 1/4/2024)

Lisa M. Bernat, Chair lisabrosenfeld@verizon.net (508) 889-4374 (cell)

Sharon K. Avis

Heath Boote

Mary F. Fletcher

Gabriele M. Goszcz (trustee emerita)

Toni K. Meltzer

Katharine M. Michie (trustee emerita)

Moira Moynihan-Manoog (trustee emerita)

Leah Rothstein

Cynthia Strauss*

Lynne M. Tonna

Ex Officio: Dorothy Chen-Courtin* (President), Katy Sullivan (Sr. Manger of Individual Giving and staff liaison) Juliette Prueitt (Annual and Individual Giving Coordinator)

Business Partner Committee (confirmed 1/4/2024)

John Savickas (trustee emeritus), Co-Chair savickas@interstatesp.com (508) 868-6119

Joffrey Smith, Co-chair joff@joffreysmith.com (508) 908-1160

Daniel D’Amico

Mark W. Fuller*

Dr. Abraham Haddad

Lori E. Kelly

Sherri Pitcher

Ex Officio: Matthew Blanchard (Corporate Relations Manager and staff liaison), Barin Bando (WAM staff and advisor to committee)

Worcester Art Museum

Committee Listing 2023-2024 Current board member*, corporator, staff

Members Council (confirmed 11/17/22)

Amanda Costello, President chinagirlamanda@yahoo.com

Joan Barry

Mary Beth Burke

Rodmia Cesar

Catherine Choquette

Arthur Clifford

Brian Costello

Donna Domiano

David Fort - Secretary

Diane Freeman

Lyn Herbolsheimer

Karen L. Jacobson

Scott Lambert

Judy Pugh

Leah Rothstein

Sheila Simollardes

Mary Ann Spiro

Kathryn Roberts

Elaine Terry

Ex Officio: Tara Leahy (Membership Manager and staff liaison)

Docent Council (Confirmed 1/4/2024)

Kevin McKenna, Chair

Susan Gately, Vice-Chair

Anita Droby

Joan Barry

Marilyn Butler

Sandy Congdon

Barbara Eaton

Karen Hastie-Wilson

Mark Mancevice

Arlene Pedjoe

Virginia Powell-Brasier

Hank Rose

Trudy Roybal

Jennifer Saffran

Debra Wallace

Ex Officio: Aileen Novick (Manager of Public and Education Programs and staff liaison) Marnie Weir (Director of Learning and Engagement)

WORCESTER ART MUSEUM AUDIT COMMITTEE CHARTER

November 17, 2016

The Audit Committee (the “Committee) is a standing committee of the Board of Trustees (the “Board) of the Worcester Art Museum (the “Museum”), and established under the Museum’s Bylaws adopted by the Museum on November 9, 2015, as may be amended from time to time (the “Bylaws”), to support the mission of the Museum by overseeing the Museum’s auditing process and fiscal systems and procedures including its financial reporting.

I. General

The Committee shall:

A. be deemed to accept the delegation of certain tasks and duties of the Board in the ordinary course, subject to Board review and approval;

B. support the mission of the Museum by providing oversight and advice relative to specific Museum operations, without usurping the material responsibilities of Museum managers, including overseeing critical operations of the Museum, safeguarding the interests of the Museum, and ensuring consistent Museum-wide policies and processes that conform with best practices in museum management; and

C. develop and maintain a charter (the “Charter”) which sets for the Committee’s purposes, goals and objectives consistent with the Museum’s Mission Statement and Vision Statement and any applicable professional guidelines and/or best practices, and review such Charter and present it to the Board for approval not less frequently than every two (2) years.

II.Principal functions

A. The Committee shall have the following principal functions, responsibilities and authorities:

1.To be directly responsible for the appointment (including determination of compensation), oversight, and termination of the independent auditors engaged for the purposes of preparing and issuing the Museum’s annual audit report and any other work in connection therewith;

2.To work with the independent auditors to ensure that the Museum’s internal controls and processes related to the preparation and review of its financial reports and audits of its financial statements fully comply with governing law and applicable accounting and professional standards;

3.To assess any recommendations of the independent auditors and ensure that appropriate and effective measures are taken to address the same;

4.To work with the independent auditors to ensure that appropriate processes are in place to identify and monitor compliance with all applicable laws and practices and procedures, and confirm there are no conflicts of interest;

5.To ensure that the Museum maintains appropriate policies to protect benefits for its employees and that such policies are accessible to all employees, are kept up to date, and comply with all legal and regulatory requirements; and

6.To work with independent auditors in connection with any required audits of employee benefit plans.

B. In order to facilitate the Committee’s execution of its principal functions, responsibilities and authorities, set forth herein, the Committee shall:

1.Review with management and representatives of the independent auditors (a) the scope and approach to the audit proposed by the independent auditors and, (b) the Museum’s audited financial statements prior to their finalization and, after such review and discussion, recommend its approval or modification to the full Board;

2.Be directly responsible for the appointment, retention and termination of the independent auditors. The independent auditors must report directly to the Committee. The Committee shall approve the fees and other compensation to be paid to the independent auditors and the Museum shall provide appropriate funding for payment of compensation to the independent auditors. The Museum shall also provide appropriate funding, as determined by the Committee, to compensate any other advisors employed by the Committee;

3.Pre-approve all audit and non-audit services provided by the independent auditors. The Committee may delegate to a Committee member the authority to pre-approve certain auditing and non-audit services, which services shall be considered to be approved by the full Committee until ratified at the next meeting of the Committee;

4.Be directly responsible for the oversight of the work of the independent auditors, including resolution of disagreements between management and the auditors regarding financial reporting matters;

5.Evaluate, at least annually, the performance, independence and capabilities of the independent auditors; and

6.Establish procedures for the receipt, retention and treatment of complaints received by the Museum regarding accounting, internal controls or auditing matters including the confidential, anonymous submission by Museum employees of concerns regarding questionable accounting or auditing matters.

While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Museum’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles. Management is responsible for the preparation, presentation and integrity of the Museum’s financial statements and for the appropriateness of the accounting principles and reporting policies used by the Museum. The independent auditors are responsible for auditing the Museum’s financial statements.

III.Structure and Operation

A. Composition

1.The Committee shall be comprised of a chairperson (the “Chair”) who shall be a Trustee of the Museum and shall be appointed by the President of the Board in consultation with the Museum Director and the Executive Director, and not more than three (3) additional members, appointed by the Chair in consultation with the President, and at least one of whom shall be Trustee (not including the Chair). Every Committee member who is neither a Trustee nor a Corporator shall hold such qualification(s) specific to the functions of the Committee which enable them to assist the Committee in meeting its responsibilities including (a) being independent (i.e., neither being part of the management team of the Museum nor receiving any compensation, either directly or indirectly, from the Museum as a consultant for other professional services), and (b) being able to read and understand fundamental financial statements, including the statement of financial position, statement of activities and statement of cash flows.

The President, the Treasurer, and the Museum Director shall each be ex officio members of the Committee, without vote.

B. Appointment and Removal

The Chair shall be appointed annually. In the ordinary course, it is expected that the Chair shall change at least every four (4) years. Each other member shall be appointed to three year (3) renewable terms for a maximum of nine (9) years.

Each member of the Committee shall serve until the earlier of such member’s successor being duly elected and qualified or such member’s earlier resignation or removal. A member of the Committee may resign by delivering his/her written resignation to the Chair, which resignation shall be effective at the time specified therein.

Members of the Committee may be removed, with or without cause, by the Chair with the consent of the President.

C. Meetings

The Committee shall meet as frequently as circumstances dictate and at least annually with management and the independent auditors. The Museum shall provide sufficient opportunity for the independent auditors to meet privately with the Committee. The minimum annual meeting shall be scheduled by the Chair or the President, with the calendar published in advance to all Committee members and members of the Board. Additional meetings may be called by the Chair or the President. Meeting attendance is important to facilitate an informed Committee and to ensure a quorum. Unavoidable absences should be reported to the Chair in advance of a meeting, and may be excused by the Chair.

Nonetheless, recognizing the value to the Committee of enabling participation by members who may live or work a considerable distance from the Museum or are otherwise unavailable, the Chair may from time to time allow members to participate in Committee meetings by telephone, video conference or other technology that allows competent participation in meetings, and such members shall be deemed present at the meeting for purposes of determining a quorum and voting at such meeting.

D. Quorum

A majority of the Committee members shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which there is a quorum shall be the act of the Committee. Ex officio members shall not be counted for purposes of establishing a quorum.

E. Calendar

The Committee’s calendar shall follow the calendar year, beginning with the first meeting of the Committee following the annual meeting of the Corporation.

IV. Additional Responsibilities

A. Minutes

Minutes shall be taken at all Committee meetings and provided to all members for review. Comments and corrections should be submitted prior to the next Committee meeting when the final draft minutes shall be presented for approval as the official record of the Committee. Once approved, the minutes shall be furnished to the Board and placed on file at the Museum.

B. Report to Board

The Committee shall reports its activities to the Board upon request and, in no instance, less frequently than quarterly.

C. Agenda

The Chair shall furnish an agenda for each Committee meeting prior to such meeting. Members who wish to have matters included on the agenda shall contact the Chair before such meeting, and the Chair shall consider all such requests in finalizing the meeting agenda.

V. Other

A. The Chair of the Committee, may, with the consent of the President, request the Museum Director to appoint a member of the Museum’s administrative staff to serve as liaison between the Committee and the Museum Director, and to assist the Committee in carrying out its duties.

B. The Committee shall perform a review and evaluation, at least annually, of the performant of the Committee and its members.

C. Each member of the Committee shall be furnished with a copy of this Charter annually.

This Charter was approved by the Board on November 21, 2019.

WORCESTER ART MUSEUM BUSINESS PARTNER COMMITTEE

February 2021

Business Partner Committee Function

• Work together with staff liaison to recruit, retain and recognize members of the Business Partner program, an annual corporate membership program of WAM

Committee Chair Role

• Convene regular meetings of the Business Partner Committee setting annual goals and expectations.

• Understand and support the role of the Business Partners within WAM’s annual fundraising goals.

• Ensure committee work focuses on the recruitment and retention of members.

• Recruit new members of the Business Partner Committee as needed

Committee Member Role

• Attend regular meetings, on average six times per year

• Actively seek members, conduct solicitation and use personal and professional network to draw new business support of WAM and retain current corporate support

• Understand the Business Partners role within the context of WAM’s fundraising goals.

Goals

WORCESTER ART MUSEUM BUSINESS PARTNER COMMITTEE GOALS AND OBJECTIVES

February 2021

 Build the BP program 10-20 % per year

 Maintain current Business Partners

 Create true “partnerships” with business, where WAM is not only the beneficiary, but a supporter and promoter of the respective partners.

 Have Business partners become part of the Museums Identity, and help them increase their visibility in the community.

 Foster partnerships that can help increase attendance as well as become brand ambassadors and evangelists for the museum

Objectives

 BP committee Meet at least once a quarter for updates on current and perspectives BPs

 Committee members commit to staying in close contact with BPs

 Keep in close contact with Development team to understand new opportunities as well as lapsed BPs

 Cultivate lists, mailings, and follow-ups for prospective BPs

 Increase the Business Partner program visibility through increased BP focused newsletters and content in WAMS email distributions

 Increase BP profiles in social media

Goals

WORCESTER ART MUSEUM BUSINESS PARTNER COMMITTEE GOALS AND OBJECTIVES

February 2021

 Build the BP program 10-20 % per year

 Maintain current Business Partners

 Create true “partnerships” with business, where WAM is not only the beneficiary, but a supporter and promoter of the respective partners.

 Have Business partners become part of the Museums Identity, and help them increase their visibility in the community.

 Foster partnerships that can help increase attendance as well as become brand ambassadors and evangelists for the museum

Objectives

 BP committee Meet at least once a quarter for updates on current and perspectives BPs

 Committee members commit to staying in close contact with BPs

 Keep in close contact with Development team to understand new opportunities as well as lapsed BPs

 Cultivate lists, mailings, and follow-ups for prospective BPs

 Increase the Business Partner program visibility through increased BP focused newsletters and content in WAMS email distributions

 Increase BP profiles in social media

WORCESTER ART MUSEUM

Business Partner Program Committee Overview

Business Partner Program

The Business Partner Program provides an opportunity for companies to receive significant visibility, employee and corporate benefits, as well as facility and access ad discounts while providing critical support to the Worcester Art Museum and its many programs.

The Business Partner Program, founded in 2000, includes four categories of membership: Donor ($2,500), Member ($1,000), and Friend ($500), plus, Sponsor ($5,000 and up) (Please refer to the brochure and our website for the detailed benefits at each level.)

Committee - Mission

The mission of the Committee is to: promote the Business Partner Program and solicit new Business Partners. The committee works to steward and maintain current BPs and to upgrade and incorporate Business Partners’ creative input so as to further enhance the Business Partner Program.

Members of the Committee work closely with a liaison from the Advancement office at the Worcester Art Museum (Corporate Relations Manager and Development Director).

Committee - Roles & Responsibilities

The Business Partner Program is comprised of a group of business leaders in the community who support and serve the Museum in the following ways:

 Ambassador: Committee members are ambassadors for the Museum and the Program in the business community at-large. To be effective, members should be knowledgeable regarding the Business Partner Program levels of membership and benefits, as well as have a general understanding of the major exhibitions and programs of the Museum.

 Contributor: Each Committee member and their respective company support the Museum by being a Business Partner.

 Participant: The Committee convenes on a regular basis (currently 6 meetings September - June). Meetings are held at the WAM or at a location off-site. Additional meetings may be added to accommodate varying schedules. Committee is expected to attend the annual BP Thank You Reception (typically in December).

Committee members are expected to be active participants by attending various exhibitions, programs and BP related events at the WAM throughout the year. Committee members help to plan cultivation socials, share ideas, connections and strategies on soliciting prospects and engaging current Partners. Committee members are asked to commit to a 3 year term.

Sept. 2018/kb

WORCESTER ART MUSEUM CORPORATOR COUNCIL

2018-2019

The purpose of the Corporator Council is to:

• Build a sense of community and stakeholdership among Corporators through:

o Helping staff organize Corporator programs (particularly events like Annual Meeting, Corporator Welcome Event, and Mid-Year Corporator Event).

o Communicating with Corporators about opportunities for involvement (like committee work and volunteering) and helping staff with content for quarterly Corporator E-Newsletters. Council members will also be assigned outreach to new Corporators before and after the annual meeting.

• Serve as leaders and representatives of the Museum’s body of Corporators, and be the Corporators’ liaison to Museum staff and board leadership.

o This includes directing Corporators to the proper staff person when they want to get more involved or have general questions, and serving as a contact person for any feedback from Corporators that should be conveyed to Museum to staff.

• Assist the Nominating Committee in identifying future Corporators consistent with the Museum’s mission and leadership goals.

Council Calendar/Timeline

September – Council Meeting

• Council reviews Council role and timeline and schedule meetings for the year

• Council discusses upcoming fall events and review s key events for the upcoming year

Mid to Late October – Council Meeting

• Council reviews the list of Corporator nominees and divides up the list amongst Corporator Council members so each nominee is assigned. The Corporator Council member will then reach out to the person to encourage them to attend the Annual Meeting and offer to meet them at the door so they have a friendly face. The Corporator Council member will serve as a contact person for the nominee if they have any questions about the Museum, the Corporator role, or how they can get involved.

• Council to begin planning the Corporator Welcome and Social event

Mid to Late November – Annual Meeting

• All Corporator Council members should attend to meet their new Corporator assignees and to represent the Corporator Council.

• Corporator Council chair and vice chair should attend and stand near the doorway to welcome attendees and introduce themselves.

Early January – Corporator Welcome Event

• All Corporator Council members should attend to chat with their new Corporator assignees and to represent the Corporator Council. Council members can have exploratory conversations with new Corporators who are interested in opportunities for further involvement (committees, volunteering at events) and can steer them in the right direction. Attendees will fill out a Corporator Involvement Survey. Attendees can also sign up for Flora in Winter volunteer shifts.

• Corporator Council chair and vice chair should attend and stand near the doorway to welcome attendees and introduce themselves.

Mid to Late January

• After the Corporator Welcome Event, Corporator Council will provide follow-up as needed to make sure Corporators have the opportunity and knowledge to get more involved if they wish (through committees and volunteer opportunities). They should also make sure new Corporators understand what their role and responsibilities are.

February – Council Meeting

• Council provides feedback about the Annual Meeting and Corporator Welcome Event

• Council receives a Nominating Committee update and request for names

• Council discusses current member terms and prospective new members

April – Council Meeting

• Council to begin preliminary planning for the Mid-Year Corporator Event in summer

• Council discusses outreach to corporators who have not yet renewed their membership or made a gift to the Museum

May – Council Meeting

• Council will finalize plans for Mid-Year Corporator Event in summer

• Council provides feedback about WAM Gala

• Council receives a Nominating Committee update and request for names

• Council may organize outreach to corporators (especially those who are less engaged) to encourage them to attend the Mid-Year Event

Summer – Mid-Year Corporator Event/Social

• Event will include a special tour or viewing of a recent exhibition and a networking/social reception.

• This event may be combined with a Salisbury Art Series event

WORCESTER ART MUSEUM COLLECTIONS EXECUTIVE COMMITTEE CHARTER

Revised January 7, 2017

The Collections Executive Committee (the “Committee”) is a standing committee of the Board of Trustees (the “Board”) of the Worcester Art Museum (the “Museum”), established under the Bylaws adopted by the Museum on November 9, 2015, as may be amended from time to time (the “Bylaws”), to support the mission of the Museum, and to ensure oversight of all activities relating to the Collection including its conservation, care, maintenance, enhancement and preservation, along with their acquisition and divestiture and their conservation, security, insurance, and storage.

I. General

The Committee shall:

A. be deemed to accept the delegation of certain tasks and duties of the Board in the ordinary course, subject to Board review and approval;

B. support the mission of the Museum by providing oversight and advice relative to specific Museum operations, without usurping the material responsibilities of Museum managers, including critical operations of the Museum, safeguarding the interests of the Museum, and ensuring consistent Museumwide policies and processes that conform with best practices in museum management; and

C. developandmaintainacharter(the“Charter”)whichsetsforththeCommittee’s purposes, goals and objectives consistent with the Museum’s Mission Statement and Vision Statement and any applicable professional guidelines and/or best practices, and to review such Charter and present it to the Board for approval not less frequently than every two (2) years.

II. Principal functions

A. The Committee shall have the following principal functions, responsibilities and authorities:

1.To review and implement goals for the Collection, to be set forth in a Collections Plan (as defined herein) to ensure that such Museum’s Collections Plan enhances and preserves the Collection in a manner that is consistent with and supports the Museum’s Mission Statement, Vision Statement and Long Range Business Plan, each as in effect from time to time;

2.To ensure that the Museum maintains and implements written policies related to the Collection that confirm with best practices in art museum management, including review of such policies at least annually;

3.To ensure that all accessions and deaccessions are in full compliance with the requirement and recommendations of art museum accreditation boards

and applicable law, and that all accessioning and deaccessioning activities preserve the full integrity of relations among interested parties;

4.To ensure that the care and management of the Collection is in full conformance with accepted conservation and accreditation standards; and

B. Exercise of Certain Responsibilities assigned to the Committee/Procedures

1.Annually, the Museum’s Director of Curatorial Affairs shall present to the Committee a proposed Museum Collection Plan for the year including an annual plan and a long-term plan (individually and collectively, the “Collection Plan”) The Committee shall review the Collection Plan which will provide the framework for the Committee’s consideration of proposed acquisitions. The Collection Plan shall state each curator’s goals for enhancing the collection within his/ her area(s) of responsibility, the considerations informing these goals (e.g., areas of collecting opportunity, lacunae in the collection, preparation for an upcoming exhibition), the relationship between these goals and the Museum’s Vision, Mission, and Long Term Business Strategy, as in effect from time to time, and a financial plan associated with these goals.

2.Not less frequently than annually, the Chair and the Director of Curatorial AffairsshallreviewtheMuseum’swrittenpoliciesrelatingtothecollection. Including whether (i) the Museum has policies in all areas where policies are appropriate, (ii) the policies adequately and effectively address their subject matter, (iii) the policies are operating effectively, and (iv) revisions should be considered. Not less frequently than biennially, all such policies shall be reviewed and approved by the Committee in light of such considerations. Thereafter, the Chair shall advise the Board of any significant change(s) or recommended changes in policies relating to the Collection. Any recommended changes in any policy concerning deaccessioning shall be presented to the Board for its approval.

3.Certain matters within the responsibilityof the Committee require a vote by the Board, including all decisions to deaccession and any criterion, including dollar thresholds, for proposed purchases. (All such criteria shall appear in the Appendix of Board Directives attached hereto and made a part hereof, as the same shall be updated from time to time.) In each such instance, the Committee’s charge shall be to make a thorough review of each such proposal and, based on such review, to make a recommendation to the Board. In the ordinarycourse, the Chair shall present all such matters to the Board not later than the next regularly-scheduled meeting of the Board.

4.To take advantage of time-sensitive opportunities for purchasing works of art for the Collection, the Committee shall propose for approval by the Board (a) on an annual basis, the levels of approved discretionary spending

for each curator, including the Director of Curatorial Affairs, and the Museum Director, and (b)biennially, procedures for matters to be considered at extraordinary meetings (i.e., any meeting which is not set annually and published in advance to all Committee members and members of the Board), which may include change (for the term of such meeting only) to the quorum and proxy rules otherwise required by this Charter, in order to facilitate speedy review and approval of proposed acquisitions in excess of the amounts of discretionary spending on which the Committee is otherwise authorized. Reporting of acquisitions made using discretionary funds shall occur at the first Committee meeting following the purchase.

The maximum amount of approved discretionary spending as set forth herein shall be as set forth in the Appendix of Authority for Discretionary Spending attached hereto, as revised from time to time.

5.Budget

The annual budget for acquisition for the Collection (the “Collections Budget”) is established for each fiscal year (during the fall) by the Museum Director, the Director of Curatorial Affairs, and the Chair, consistent with the Collections Plan, and is subject to any additional guidelines established bythe Board from time to time. The Collections Budget is comprised of the income from endowments or other monies restricted to the acquisition of art. In certain instances, additional restrictions (e.g., the type or period of the art to be purchased), mayapply. Accordingly, the Director of Curatorial Affairs and/or the Museum Director shall advise the Committee on identifying the appropriate source of funds for the purchase of particular works of art.

Funds comprising the Collections Budget which are not spent during the course of any fiscal year may be accrued for use in the following year. Funds may not be accrued for more than one year.

6.Acquisition Proposals

The Committee’s role in approving acquisitions is to ensure that the Museum has thoroughly evaluated proposed acquisitions in accordance with the Collections Plan and to vote to approve or disapprove each proposed acquisition based on all of the factors set forth in the Collections Plan. The Committee shall vote considering all such factors (but not their individual, personal taste). In consideringacquisitionrecommendations, the Committee is not bound by the Collections Plan, but should consider carefullyanyproposeddeviation from suchplan and providetheBoardwith its rationale for such deviation.

7.Loans

The Museum periodically reviews requests for loans from the Collection. Many factors shall be considered in approving such a loan including, without limitation, the condition of the work and its ability to travel, the significance of the exhibition, the facility conditions of the borrowing institution, the potential for the Museum to receive significant loans from the borrowing institution and the impact of the object’s absence from the Museum. The Museum shall also review information relative to the value of the object proposed to be loaned, including the insurance coverage to be furnished. Based upon all such factors, the Museum Director shall recommend all such loans to the Committee for final approval. The Registrar arranges the specific details of insurance coverage prior to a loan of the work.

8.Confidentiality

All information provided to the Committee concerning the Collection, including the Committee’s deliberations concerning the Collection and all other matters on which the Committee is charged under this Charter, the Bylaws or otherwise by law, is confidential. The obligation of confidentialityextendstomembersoftheCommitteeaswellasallattendees of Committee meetings. (This provision is in addition to confidentiality rules pertaining to Trustees generally). The Chair shall remind the Committee and any Trustees attending such meeting(s) of the obligation of confidentiality hereunder.

9.Conflict of Interest

Each member of the Committee, by membership thereon, acknowledges that members of the Committee may be collectors of works of art, whether routinely or as an isolated instance, of a type that may come before the Committee from time to time. Each member of the Committee agrees that he/she is bound by the Museum’s Code of Ethics and/or such other policy as may apply from time to time, and to sign a statement binding themselves to the Museum’s Code of Ethics and/or such other policy as may apply to the matters within the purview of the Committee and this Charter.

III.Structure and Operation

A. Composition

The Committee shall be comprised of a chairperson (the “Chair”), who shall be a Trustee of the Museum and appointed by the President of the Board in consultation with the Museum Director and the Executive Committee, and not more than ten (10) nor fewer than six (6) additional persons, all as appointed by the Chair in consultation with the President, at least two (2) of whom shall be Trustees (not including the Chair). Every Committee member who is neither a Trustee nor a Corporator shall hold such qualification(s) specific to the functions of the Committee which enable them to assist the Committee in

meeting its responsibilities. Each of the President, the Museum Director, the Director of Curatorial Affairs and the Director of Audience Engagement shall be an ex officio members of the Committee, without vote

The Chair shall be invited to become a member of the Museum’s Executive Committee.

B. Appointment and Removal

The Chair shall be appointed annually. In the ordinarycourse, it is expected that the Chair shall change not less frequently than every three (3) years. Other than ex officio members, the term of additional Committee members shall be as follows: At least two (2) of the three (3) Trustee members of the Committee serving at any time shall be appointed to a three (3) year term; provided, however, that such term may be comprised of three (3) one (1) year periods of service by as many as three (3) Trustees in order to maximize the number of Trustees who serve on the Committee during the courseoftheirtermsasTrustees.EachothermemberoftheCommitteeshall be appointed to one-year or three-year renewable terms. Following a hiatus of at least one (1) year following such term, said Committee members may be reappointed to the Committee and thereafter serve one (1 ) additional term of not more than _____ ( __) additional years. In no event shall any Committee member serve more than seven (7) years.

Each member of the Committee shall serve until the earlier of such member’s successor being duly elected and qualified or such member’s earlier resignation or removal. A member of the Committee may resign by delivering his/her written resignation to the Chair, which resignation shall be effective at the time specified therein. Members of the Committee may be removed, with or without cause, by the Chair with the consent of the President.

B. Meetings

TheCommitteeshallmeet as frequentlyas circumstances dictatebut in noevent less than five (5) times per year. The minimum five (5) meetings per year shall bescheduled annuallybytheChairorthePresident,with thecalendarpublished in advance to all Committee members and members of the Board. Additional meetings may be called by the Chair or the President. Meeting attendance is important to allow members to view works being considered for acquisition or deaccessioning, to facilitate an informed Committee, to promote healthy discussion, and to ensure a quorum. Unavoidable absences should be reported to the Chair in advance of a meeting, and may be excused by the Chair.

Nonetheless, recognizing the value to the Committee of enabling participation by members who may live or work a considerable distance from the Museum of are otherwise unavailable, the Chair may from time to time allow certain members to participate in Committee meetings bytelephone, video conference,

or other technologythat allows competent participation in the meeting and such members shall be deemed present at the meeting for the purposes of determining a quorum and voting at such meeting.

C. Quorum

A majority of the regular Committee members shall constitute a quorum for the transaction of business, and the act of a majorityof those present at anymeeting atwhichthereisaquorumshallbetheactoftheCommittee. Ex officio members shall not be counted for purposes of establishing a quorum.

D. Voting by Proxy

[Reserved].

E. Calendar

The Committee’s calendar shall follow the Museum’s Board calendar. Terms of the Chair and Committee members shall begin with the first meeting of the Committee following the annual meeting of the Corporation.

IV.Additional Responsibilities

A. Minutes

Minutes shall be taken at all Committee meetings and provided to all members for review. Comments and corrections should be submitted prior to the next Committeemeetingwhenthe final draftminutes shall bepresented for approval as the official record of the Committee. Once approved, the minutes shall be furnished to the Board and placed on file at the Museum.

B. Report to Board

The Committee shall report its activities to the Board upon request and, in no instance, less frequently than quarterly.

C. Agenda

The Chair shall furnish an agenda for each Committee meeting prior to such meeting. Members who wish to have matters included on the agenda shall contact the Chairperson before such meeting, and the Chair shall consider all such requests in finalizing the meeting agenda.

At the discretion of the Chair, the Committee may employ a consent agenda for proposed acquisitions meeting certain agreed criteria (e.g., purchases below a certain dollar threshold), which criteria shall be reviewed and agreed by the Committee annually. Although a consent agenda may propose acquisitions for vote as one block, any item in such block may be presented separately by a curator or, upon the request of a Committee member, may be considered, discussed and voted on separately.

V. Other

A. The Chair of the Committee may, with the consent of the President, request the Museum Director to appoint a member of the Museum’s administrative staff to serve as liaison between the Committee and the Museum Director, and to assist the Committee in carrying out its duties.

B. The Committee shall perform a review and evaluation, at least annually, of the performance of the Committee and its members.

C. Each member of the Committee shall be furnished with a copy of this Charter, the Collections Plan, and the Collection Management Policy annually.

This Charter was approved by the Board on [date], and supersedes in its entirety the Interim Charter dated [___________________________].

APPENDIX OF BOARD DIRECTIVES (FY 2014)

As set forth in the Board Minutes for January 17, 2008, any acquisition voted by the Committee with a price of $50,000 or more must be approved by the Board. Expenditures that exceed the total annual Committee Budget must also be approved by the Board.

APPENDIX CONCERNING CURATORIAL DISCRETIONARY SPENDING (FY 2014)

As set forth in the Collections Committee Minutes of October 17, 2007, each curator may spend up to $10,000 per year without first obtaining Committee approval. The Museum Director has a separate discretionary spending authorization of up to $20,000 per year.

Collections Advisory Committee Charter

APPROVED September 19, 2017

The Collections Advisory Committee launched in March 2016 to expand participation in the acquisition process, introduce the work of WAM’s curators and its collections to a broader group of stakeholders, and offer our curatorial staff counsel from a wider range of voices than the Collections Executive Committee, currently limited to 7 to 11 members. Representing a range of constituencies, the Collections Advisory Committee serves as a voice for the region and the wider international community.

The Collections Advisory Committee is a non-voting body. It will be specifically responsible for:

1)observing the Collections Management Policy approved by the Board of Trustees;

2)reviewing works of art proposed for purchase that exceed $50,000; and

3)reviewing proposed major gifts as recommended by the Director.

The Advisory Committee will also have the opportunity to review additional collections policies, all proposed acquisitions (irrespective of cost), and proposed deaccessions. The meetings will generally constitute curatorial presentations of proposed acquisitions, announcements of discretionary purchases, and broader reviews of various aspects of the collection.

All members of the Collections Executive Committee are expected to attend the Advisory meetings and consider the feedback in their decision-making.

Membership is capped at forty members (this number includes Executive Committee members). Members are invited to join, at the invitation of the Chair of the Collections Executive Committee, in three-year, renewable terms. Members of the Collections Executive Committee will automatically be members of the Advisory group, and their tenure on the Advisory Committee can extend beyond their terms of service on the Executive Committee.

Worcester Art Museum

1. Introduction

i) The collection is the heart of the Worcester Art Museum (the “museum”) and is central to its mission. This Collections Management Policy, approved by the Museum’s Board of Trustees on 26th January, 2016, defines the scope of the museum’s collection and how the museum develops, cares for, and makes its collection accessible to the public, consistent with the mission of the museum and with professional museum standards.

ii) This policy addresses all aspects of the management and care of the museum’s collection. It establishes policy for acquiring new works for the collection, for the deaccessioning and disposal of works from the collection, for the lending of objects from the collection to other institutions, for the borrowing of works by the museum for display or study, for the maintaining of secure and appropriate storage and display environments, as well as for the accessibility of the collections and associated collections records. It further defines the roles of the parties responsible for managing the museum’s collection.

iii) This policy is intended to act both as a guide to staff in their work of developing, managing, and giving access to the collection and to demonstrate to external stakeholders the museum’s commitment to maintaining high legal, ethical, and professional standards in developing, managing, and giving access to its collection.

iv)Through the implementation of this Collections Management Policy, the museum ensures that:

 it strategically plans for the development and use of its collections

 its collections are appropriate to its mission

 its collections are accounted for and documented

 its collections are protected, secure, cared for, and preserved

 acquisition, deaccessioning, and loans of works in the collections are conducted in a manner that conforms to the museum's mission, complies with applicable law, and reflects high ethical standards

 disposal of works from the collection is solely for the advancement of the museum's mission, and proceeds from the sale of such works are used only for the acquisition of collections

 access to the collections and to collection information is permitted and appropriately regulated

 scholarship on the collection is encouraged and facilitated

v) This policy is supported by detailed procedures and guidelines that guide the museum staff and trustees in the implementation of this policy.

2. Mission Statement, Vision, and History

In April 1896, the founders of the Worcester Art Museum developed a charter “for the purpose of founding an institution for the promotion of art and art education in said Worcester; erecting and maintaining buildings for the preservation and exhibition of works and objects of art; making and exhibiting collections of such works, and providing instruction in the industrial, liberal, and fine arts; for holding real and personal estate in the furtherance of this purpose; and for the holding and administering of funds acquired by the Corporation for these and kindred objects in accordance with the will of the donors. All of said property and funds of the Corporation, however, are to be held solely in trust for the benefit of all the people of the city of Worcester.”

The mission statement, adopted in 1985, currently under review, states that the Worcester Art Museum will:

 Collect the most significant works of art available in an effort to shape the scope and quality of the permanent collection while adhering to the institution's acquisitions and de-accessioning policies.

 Care for and preserve collections and works on loan by maintaining a responsible collections management policy and an active in-house conservation program.

 Exhibit the permanent collection, organize and lend to special exhibitions, and bring traveling exhibitions to the public.

 Interpret the collections and works on loan for a broad public through research, publications, and related educational programs.

 Maintain an art library and an educational program that promotes an understanding of art and an active participation in the making of art.

 Maintain fiscally responsible actions and public accountability for ongoing operations and the preservation and growth of the Museum and its collections.

 Promote and encourage a broad base of involved and committed constituents to support the Museum's mission, its fiscal well-being, and the achievement of its goals.

The vision statement, adopted by the Board of Trustees in 2012, states:

In 2020, the Worcester Art Museum is a top cultural destination in New England. We attract over 200,000 visitors annually to our exhibition spaces, and play a critical part in the cultural and economic vitality of the city of Worcester. Building on past successes, we expand our role as a focal institution in the region, providing cohesion to an ever-changing social fabric. As a highly motivated team, we further connect with our communities and build on the synergy with our partner institutions, including the eleven colleges and universities in Worcester.

Capitalizing on our medium size, our encyclopedic collection and a robust exhibition schedule, we emphasize our unique narrative - a narrative of connections: connecting art with individual experiences, joy and discovery, as well as connecting people, cultures, and histories with the here and now of a globalizing world. This narrative is supported by our visitor-focused culture, a highly welcoming environment and an all-pervading openness to experimentation and creative thinking.

3. Statement of Authority

Corporation

This body, comprising no more than 200 members, governs and advises the entire museum.

Board of the Museum

This group of up to 30 members, elected by the Corporation, actively manages the museum. The Board reviews all art acquisitions and approves this policy and any purchase of art over $50,000 per work.

Collections Committee

The Collections Committee oversees the care, maintenance, enhancement, and preservation of works of art within the Museum’s collection, including acquisitions and deaccessions, and their conservation, security, insurance, and storage. The Committee has responsibility for:

 Reviewing and overseeing the implementation of the Museum Collection Plan;

 Reviewing the Museum Collection Management Policy concerning the care and maintenance of the collection, including but not limited to acquisition, deaccessioning, conservation, insurance, and ascertaining that appropriate policies are in place and operating;

 Reviewing and approving recommendations for the acquisition of works of art, including, making recommendations to the Board of Trustees where such acquisitions exceed the authority granted to the CC by the Board;

 Making recommendations to the Board of Trustees concerning divestiture of selected holdings subject to the Museum’s policy on deaccessioning;

 Reviewing and approving recommendations concerning requests by third parties for the loan of items in the Museum’s collection including, making recommendations to the Board where such acquisitions exceed any authority granted to the Committee by the Board; and

 Calling to the attention of the full Board any matters concerning the care, maintenance, and enhancement of the Museum’s collection which, in the judgment of the Committee, should be made known to the Board of Trustees or may require the Board of Trustees’ attention or direction.

The Collections Committee is guided by Operating Procedures, approved by the Committee on April 15, 2015.

The Chairperson is a Board member appointed annually by the President of the Board in consultation with the Director, following the annual meeting of the Corporation. The Committee has between 7 and 11 regular members, including the chairperson. Members are appointed by the Chairperson in consultation with the President of the Board and the Director. Regular members serve one-year or three-year renewable terms, but no member shall serve more than seven consecutive years. At least three regular members, including the chairperson, must be trustees.

Staff

The Board of Trustees and Director hold ultimate responsibility for the collection. The Director of Curatorial Affairs, Registrars, Conservators, and Curators share responsibility for overseeing the implementation of the policies. However, in order to be effective, the Museum’s entire professional staff must adhere to the policy’s principles and practices.

4. Nature and Scope of the Collections

The collections of the Worcester Art Museum constitute approximately 38,000 objects representing art from across the globe and including objects from antiquity to the present day in all media. All works in the collection are considered to be part of the permanent collection, rather than holding separate collections for research or study, and the museum strives to make all works accessible to all visitors. The permanent collection includes works the Museum intends to hold in perpetuity and for which the Museum provides the highest level of care. The Museum’s library and archives are not considered part of the permanent collection and are guided by separate policies. The Collections Plan (in progress) addresses the history of the collection, as well as its strengths and weaknesses, in depth and indicates the current parameters and guidelines for developing the collection.

The permanent collection is composed of works that have been accessioned. For these works, the museum holds legal title and full stewardship responsibilities.

The development of the permanent collection is shaped by the museum’s Collections Plan (in progress), formulated by the Director, Director of Curatorial Affairs, and the museum’s curatorial staff, and endorsed by the Collections Committee. Works in the permanent collection are governed by policies and procedures as detailed in this Collections Management Policy.

5. Legal and Ethical Considerations

i) The museum subscribes to the American Alliance of Museum’s (AAM) Code of Ethics. The museum has developed its own Code of Ethics (currently under review) which has been framed to be in accordance with the AAM Code. All museum staff, volunteers, and trustees must abide by the museum’s institutional code of ethics. This document establishes the values and ethical standards that enable the museum to fulfill its mission and to put the interests of the public ahead of those of the museum or of any individual.

ii) The museum’s policy is to conduct its acquisition, loans, exhibition, and other collections-related work in a manner that will support the protection of art, antiquities and cultural objects of all countries from exploitation and destruction. The museum recognizes the special nature of human remains and funerary and sacred objects and all decisions concerning such collections will abide by relevant laws and ethical standards. The museum will take all reasonable precautions to ensure that a work intended for acquisition has entered the United States legally and has not been stolen from a government, institution, or private individual.

iii) The museum shall not knowingly acquire or borrow any work that has been acquired in, or exported from, its country of origin or an intermediary country in violation of state, US, or international law. In all acquisitions and loans, the museum will comply with all applicable U.S. state and federal law, including treaties and international conventions of which the U.S. is a party, governing ownership and title, import and other issues critical to acquisitions decisions, including but not limited to the UNESCO convention on the Means of Prohibiting the Illicit Import, Export, and Transfer of Cultural Property, and the Convention on International Trade in Endangered Species of Wild Fauna and Flora (CITES)

iv) If the museum gains information that establishes another party's right to ownership of a work in its collection, the museum shall bring this information to the attention of the party, and if the case warrants, initiate the return of the work to that party. In the event that a third party brings to the attention of the museum information supporting the party's claim to a work, the museum shall respond promptly and responsibly and take whatever steps are necessary to address this claim, including, if warranted, returning the work

v) For gifts, bequests, purchases, exchanges, and loans of works of art that are known or likely to have been in Nazi-occupied Europe between 1933 and 1945, the museum will follow the guidelines established by the 1998 Report of the AAMD Task Force on the Spoliation of Art during the Nazi/World War II Era (1933–1945), with 2001 addendum, of the Association of Art Museum Directors (AAMD) and the 1999 AAM Guidelines Concerning the Unlawful Appropriation of Objects During the Nazi Era (amended April 2001).

Where provenance information is incomplete for a gift, bequest, purchase, exchange or loan, curatorial staff should undertake additional research, with special attention to the Nazi-era provenance of the work. All research efforts shall be documented. In the absence of evidence of unlawful appropriation, the gift, bequest, purchase, exchange, or loan may proceed. Where there is credible evidence of unlawful appropriation without subsequent restitution, the museum shall not acquire or borrow the work until taking further action to resolve these issues.

If the museum determines that an existing work in its collection was unlawfully appropriated during the Nazi era without subsequent restitution, the museum shall publish details of these works through The Nazi-Era Provenance Internet Portal. If a legitimate claimant comes forward, the museum shall seek to resolve the matter in a prompt, equitable, appropriate and mutually agreeable manner. If no legitimate claimant comes forward, the museum will consider retaining the object, acknowledging that this act would allow the museum to continue to care for, research, and present the object for the benefit of the widest possible audience, while providing the opportunity to inform the public about the object’s history.

If a third party claims that a work in the museum's collection was unlawfully appropriated during the Nazi era without subsequent restitution, the museum shall review the claim promptly and responsibly. If after working with the claimant, the museum determines that the work was unlawfully appropriated without subsequent restitution, the museum shall seek to resolve the matter in an equitable, appropriate, and mutually agreeable manner.

vi)The Worcester Art Museum shall comply with the requirements of the Native American Graves Protection and Repatriation Act (NAGPRA), and any subsequent amendments. In addition to its compliance with the letter of the law, the museum will strive to embrace the spirit of the law, and will endeavor to achieve reasonable and respectful solutions to issues and conflicts that may not be specifically addressed in NAGPRA.

The museum will not acquire by purchase, or otherwise traffic in, any Native American object subject to NAGPRA. Where the applicability of the law, or the definition of an object is unclear, scholars in the field and the appropriate tribal organizations will be consulted.

Offers of gifts to the museum that include Native American material will be considered in terms of NAGPRA. In the event that the gift offer includes repatriatable material as defined by NAGPRA, the museum will appraise the potential donor of this fact and decline the offer of the gift.

vii)The museum will be guided by the AAMD Guidelines on the Acquisition of Archaeological Materials and Ancient Art (revised 2013) and the AAMD 2006 Report of the AAMD Subcommittee on Incoming Loans of Archaeological Material and Ancient Art. The museum will observe the following guidelines for the acquisition and borrowing of archaeological materials and ancient art.

The museum normally shall not acquire or borrow a work unless provenance research substantiates that the work was outside its country of probable modern discovery before 1970 or was legally exported from its probable country of modern discovery after 1970.

The museum recognizes that even after the most extensive research, some works will lack a complete documented ownership history. In some instances, the museum may make an informed judgment that the work was outside its probable country of modern discovery before 1970 or legally exported from its probable country of modern discovery after 1970, and therefore may acquire the work. In other instances, given the cumulative facts and circumstances resulting from provenance research, including, but not limited to, the independent exhibition and publication of the work, the length of time it has been on public display, and its recent ownership history, the museum may make an informed judgment to acquire the work, thus bringing it into the public domain. For such works acquired, the museum shall post identifying information, an image and all facts relevant to the decision to acquire it, including its known provenance, on the Association of Art Museum Directors' website.

6. Accessioning

i) The museum’s Collections Plan (currently in progress) guides the development of the collection. All proposed acquisitions must fit with the criteria set out in the Collections Plan.

ii) The museum will acquire new works for the collection through gifts, bequests, purchases, and exchanges. The museum will accept fractional gifts to the collection only when current federal and state legislation allows and when the donor agrees, in writing, to cede full ownership to the museum at an agreed upon date, no later than ten years after the agreement is signed. Joint ownership of works with other museums, galleries, or other institution may be considered, subject to review and approval by the museum’s Collections Committee.

iii) Authorization to initiate recommendations for acquisitions is limited to the Curators, the Director of Curatorial Affairs, and the Museum Director.

iv)When considering a proposed acquisition, the Conservation Department must be consulted to assess the condition of the work.

v) Acquisition proposals must be submitted to the museum’s Collections Committee for approval. Proposals for individual acquisitions over $50,000 must be submitted to the Board of Trustees for approval, following the recommendation of the Collections Committee.

vi)The museum allows the Museum Director and Curators to make discretionary purchases, within specified limits, without obtaining prior approval from the Collections Committee. Further guidance is contained in the Collections Committee Operating Procedures. Discretionary purchases are subsequently reported to the Collections Committee.

vii)Works will not be acquired with the intention of generating income through disposing of them by sale. In certain circumstances, however, if it is the donor’s wish, the museum may accept gifts of works of art to be sold for its benefit. In such circumstances, the gifts would not be accessioned.

viii)When bequeathed objects are not appropriate for the collection and are unencumbered by restrictions, they may be sold without being accessioned. The executor will be notified in advance of the museum’s intent.

ix)When considering an acquisition, the long-term costs of storage and care for the work must be taken into consideration. The museum must be able to house, care for, and use the objects it acquires without an unreasonable financial burden.

x) The museum shall not normally accept gifts or bequests with conditions attached. The museum will not be bound to requirements of perpetual display or retention. Any conditions or restrictions attached to a proposed gift or bequest must be approved by the museum’s Collections Committee and Board of Trustees.

xi)The museum requires donors to transfer all rights of reproduction unless the donor does not own such rights or the gift is made by a living artist of the artist's own work. In such cases, the museum will seek permissions for appropriate uses.

xii)The museum shall rigorously research the provenance of a work of art prior to acquisition to determine that the museum can obtain clear title. Such research should include, but is not limited to, determining the ownership history of the work of art; the countries in which the work of art has been located and when; whether any claims to ownership of the work of art have been made; whether the work of art appears in relevant databases of stolen works; and the circumstances under which the work of art is being offered to the museum. The museum shall not knowingly acquire any work that has been acquired in, or exported from, its country of origin or an intermediary country in violation of US or international law. Further guidance is contained in section 5 of this Collections Management Policy – Legal and Ethical Considerations.

xiii)When purchasing works of art, the museum will seek representations from the seller in the form of a warranty that the seller has valid title and that the work of art is free from any liens, claims, and encumbrances. The museum will also seek indemnification for a full refund for the work of art in the event of any breach of warranty. The museum does not require auction houses to sign a warranty as works of art bought from auction houses and on-line auctions are sold “as is” and are subject to the terms and conditions of sale.

7. Deaccessioning and Disposal

Objects are acquired for permanent retention in the collections and not with the intention of disposal, and the museum does not capitalize or collateralize collections or recognize as revenue the value of donated works. However, there will be times when it is deemed necessary to deaccession and dispose of objects from the museum's collection. When considering deaccessioning, the museum must be aware of its role as trustee of the collection for the benefit of the public. Deaccessioning should be carried out with the same degree of prudence as is exercised in acquisitions.

i) Objects in the collection should be retained permanently if they continue to be useful to the purposes and activities of the museum; if they continue to contribute to the integrity of the collection; and if they can be properly stored, preserved, and used. Objects may be deaccessioned when the above conditions no longer exist, or if it is determined that such action would ultimately improve or refine the collection.

ii) Proposals for the deaccessioning and disposal of works from the museum’s permanent collection may only be made by a Curator, the Director of Curatorial Affairs, or the Museum Director.

iii) When deemed necessary by the Director of Curatorial Affairs, outside appraisals or other consultations shall be obtained to assist in determining the appropriate disposal method.

iv)Proposals for deaccessioning must be submitted to the museum’s Collections Committee and Board of Trustees for approval.

v) Works from the collection may only be proposed for deaccession and disposal if one or more of the following criteria apply:

 The work is no longer consistent with or relevant to the mission of the museum

 The work is a duplicate of one already in the collection and has no value as part of a series

 The work is of poor quality and lacks value for exhibition or study purposes

 The work is of lesser quality than other works of the same type in the collection

 The museum’s possession of the work may not be consistent with applicable law, for example, the work may have been stolen or illegally imported or the work may be subject to other legal claims

 The museum determines that its return to its original or previous owner is in the best interests of the museum or the public

 The authenticity or attribution of the work is determined to be falsely attributed or documented, and the work lacks sufficient aesthetic merit, historical significance, or art historical importance to warrant retention

 The work is proved to be a fake or forgery, and the work lacks sufficient aesthetic merit, historical significance, or art historical importance to warrant retention

 The physical condition of the work is so poor that restoration is not practicable or would compromise the work’s integrity or the artist’s intent

 The work presents a hazard to people or to other collection items

 The museum is unable to care adequately for the work because of the work’s particular requirements for storage or display or its continuing need for special treatment

vi)The museum must have clear legal title to any item which is considered for deaccession.

vii)Any mandatory restrictions on the disposition of objects, including those imposed by donors, will be observed if the museum elects to deaccession the work However, while non-binding preferences of donors should be taken into account where possible, such requests will not be followed if it is not in the best interests of the museum to do so, or when it is impossible to maintain, such as a restitution.

viii)If the object was a gift, the museum will make a reasonable effort to contact the donor, when practicable, to appraise them of the proposed deaccession. Such action is a courtesy, and is not to be considered a request for permission to deaccession. Circumstances may warrant extending a similar courtesy to the heirs of a donor.

ix)In the case of works by a living artist, consideration must be given to notifying the artist, whenever possible, and the museum is encouraged to work in cooperation with the artist or his or her agent, either by exchanging the work for a more desirable work, or by selling the work and applying the proceeds to the acquisition of a more desirable work by the artist.

x) Works determined to be forgeries will receive special attention to prevent the works from reentering the market as fraudulent objects.

xi)Methods of disposal:

 Objects may be consigned to a dealer or auction house or may be exchanged or partially exchanged with a dealer or buyer

 Objects may be given, exchanged, or sold to another museum or other public institution

 Objects may be removed from the collection but retained by the museum for study purposes

 Objects damaged beyond reasonable repair that are not of use for study or teaching purposes may be destroyed

 Objects may be repatriated under NAGPRA, through restitution, or under other international law or convention.

xii)Museum employees, trustees, volunteers, or their immediate family members may not purchase (directly from the museum or at auction if consigned by the museum) or otherwise benefit from the disposal of a deaccessioned work. Further guidance is outlined in the Museum’s Code of Ethics.

xiii)Proceeds from deaccessioning works from the collection will be used for the acquisition of works of art. Deaccessioning and disposal must not be for the sole purpose of raising money. If the objects were acquired by museum funds that were restricted as to their use, such restrictions shall again apply to any proceeds received upon the sale of the objects. When acquired as a gift, proceeds shall be credited in the name of the original donor. When acquired as a purchase, the original source of funds will be credited. However, if the sale of an object nets less than $1,000, the funds will go to a general fund to prevent an unreasonable multiplicity of small acquisition funds.

xiv)The circumstances of the deaccession and disposal will be entered and retained permanently as part of the museum's collection records.

xv)Any gift received specifically for resale requires written authorization from the donor for such action. Records of these objects will be included in the collection management files and systems, and accessioning will not be required.

8. Outgoing Loans

i) The museum will lend items from its collections for the purposes of exhibition or research.

ii) The museum will lend items from its collections to accredited museums and galleries and to public exhibition venues that can demonstrate equivalent standards in care.

iii) The museum will not normally lend to private individuals or organizations not normally involved in managing and publicly exhibiting collections, such as commercial galleries. Exceptions may be made with the approval of the museum’s Collections Committee. When considering such loans, careful consideration must be given to the care and security of the loaned objects, the appropriateness of the loan in relation to the museum’s mission, and any risk to the museum’s reputation.

iv)A formal loan request in writing must be received at least 12 months prior to the start of the proposed loan. Exceptions may be granted by the Director of Curatorial Affairs following consultation with the Chief Conservator and the Chief Registrar.

v) All loans requested from the museum are subject to a formal review process by the appropriate curatorial, registrarial, art handling, and conservation staff.

vi)All loan requests must be agreed by the Director of Curatorial Affairs before being submitted to the museum’s Collections Committee for approval.

vii) The borrowing institution must provide a current facilities report meeting the museum’s required environmental and security standards, ensuring the safety and security of the loan.

viii)The museum reserves the right to refuse loan requests on grounds of conservation, security, staffing capacity, or the museum’s own programming requirements.

ix)Loan agreements must be completed for all loans, signed by the borrower and the museum, specifying the duration, terms, and purpose of the loan. These agreements are to be in place before the start of the loan period.

x) All loans must be for a specified period of time, not to exceed 2 years without review and renewal, with no “permanent” loans.

xi)All costs associated with the loan must be covered by the borrower, including any conservation treatment required for an object to be loaned.

xii)Insurance for the loan is to be arranged and paid for by the borrower. The museum will ensure that valuations are updated prior to the start of the loan.

xiii)The museum reserves the right to send a courier to accompany the loan at the borrower’s expense.

xiv) The museum will take appropriate measures to monitor the borrower’s compliance with the loan conditions during the duration of the loan period.

xv)Loan records will be maintained throughout the loan process, and will be maintained by the museum following the end of the loan period.

9. Incoming Loans

i) Objects may be borrowed for the purposes of exhibition or research. The museum will not act as a storage place for art objects owned by outside individuals or organizations.

ii) Recognizing that the museum’s exhibition of a work may increase its value and financially benefit its owner, the museum will carefully consider all incoming loans. The museum will examine whether there are any potential conflicts of interest, or the appearance of a conflict, with lenders.

iii) With the permission of the Museum Director, objects owned by staff members, trustees, or volunteers may be borrowed for exhibition. These decisions will be made with care, acknowledging that the values of works of art may be enhanced through exhibition in the museum. Such loans will be processed in the same way as loans from other outside organizations or individuals.

iv)The lender must have clear title to the loaned object.

v) The museum follows the AAMD 2006 Report of the AAMD Subcommittee on Incoming Loans of Archaeological Material and Ancient Art with respect to the loan of works that are subject to the report and follows the 1998 Report of the AAMD Task Force on the Spoliation of Art During the Nazi/World War II Era (1933-1945), with 2001 addendum and the 1999 AAM Guidelines Concerning the Unlawful Appropriation of Objects During the Nazi Era (amended April 2001) with respect to the loan of works that are subject to that report. The museum will not knowingly accept incoming loans not in compliance with the Native American Graves Protection and Repatriation Act.

vi)Loans must be initiated by the appropriate member of curatorial staff.

vii)All loans must be approved by the Director of Curatorial Affairs.

viii)All loans must be for a specified period of time, not to exceed 2 years without review and renewal, with no “permanent” loans.

ix) All loans must be covered by written loan agreements, signed by the lender and the museum, which specifies the duration, terms, and purpose of the loan. These agreements are to be in place before the start of the loan period.

x) Loan records will be maintained throughout the loan process, and will be maintained by the museum following the end of the loan period.

xi)The museum must have appropriate exhibition and storage space to house borrowed objects.

xii)The museum will provide the same standard of care for loans as it does for its own collection.

xiii)The museum will promptly advise the owner in writing of any observed material change in the condition of any object on loan to the museum. No alterations or conservation treatment will be undertaken without the consent of the owner.

xiv)All loans are covered wall-to-wall under the museum’s insurance. Loans will be insured based on the valuation provided by the lender. It is the responsibility of the lender to inform the museum if the stated value of the loan changes during the period of the loan.

10.Unclaimed Loans, Abandoned Objects, and Objects Found in the Collection

i) Unclaimed loans and abandoned objects are objects where the reason for them being in the custody of the museum is known and where the museum has records detailing the objects’ owners, but where the owners have not claimed their property from the museum and where contact with the owners has lapsed.

ii) Objects found in the collection are objects that lack any documentation recording how they were acquired by the museum or details of their owners, despite all attempts to match them with existing documentation.

iii) The museum will comply with Massachusetts General Law Part II, Chapter 200B, Disposition of Museum Property, when working to establish the clear title to unclaimed loans or abandoned objects in its custody.

iv)The museum will make every reasonable effort to locate lenders, owners, or the rightful heirs of unclaimed loans or abandoned objects in the custody of the museum.

v) If the museum is unable to establish ownership of objects found in the collection, it will maintain the object until it can be legally determined to be abandoned property. Objects deemed to be abandoned property under Massachusetts law may be accessioned or disposed of by the museum.

vi)For objects found in the collection, the museum will document the status of the object as such, and in compliance with Massachusetts General Law Part II, Chapter 200B, Disposition of Museum Property, will wait for a period of seven years before accessioning or disposing of the object.

11.Objects Left in the Custody of the Museum

i) The museum will not accept unsolicited material for the sole purpose of storing on behalf of the owner. However, the museum may at its discretion temporarily store works on behalf of other museums or galleries.

ii) Objects accepted into the custody of the museum must be for a specified period of time, agreed to in writing between the depositor and the museum.

iii) Objects left in the custody of the museum at the request of the owner for purposes other than loan or consideration for acquisition, for example, for examination or for conservation, are left at the museum at the owner’s risk. The museum shall not be responsible for insuring such objects.

iv)Objects left in the custody of the museum shall be recorded in the museum’s documentation system.

v) The museum shall provide the same level of care for objects left in the custody of the museum as for its own collection.

vi)Works of art or objects that may be described as, or confused with, works of art, owned by museum staff and brought into the museum for use as office decoration must be received through the Registrars Department. These objects will be recorded by the department and an incoming receipt issued. The museum does not insure personal property brought in by staff for their personal use. When the object leaves the building, the Registrars Department must create an out-going receipt and issue a property pass releasing the object. Staff members' personally owned objects are not to be stored with the museum's collection.

12.Care of the Collection

i) The museum has a legal, ethical, and fiduciary responsibility for the safekeeping of all works in its collection and for all works left in its custody.

ii) The museum will follow a preventative conservation approach to collections care in order to minimize the need for remedial conservation work on the collection, including integrated pest management, environmental control, and risk management, supported by an active program of conservation assessment and treatment. Refer to the museum’s Conservation Plan (in progress) for more details.

Staff Responsibilities

i) The Registrar, Conservation, and Exhibition Design and Fabrication Departments, working alongside the Protective and Building Services Departments, are responsible for the care and security of the collection.

The Registrars are responsible for the management of storage and the general safety of the collection both on display and on loan to other institutions. The Registrars are the official receivers and releasers of art objects into and out of the building systems, and they control the movement of collections.

Conservators are responsible for the ongoing condition assessment and treatment of collections, for the setting of standards for environmental control and pest management, and for object storage, handling, and shipping.

Exhibition Design and Fabrication staff are responsible for the handling, movement, and installation of art objects throughout the museum. These staff have responsibility for ensuring that display materials and techniques for all objects on exhibition meet professional standards.

Protective and Building Services staff are responsible for overseeing the maintenance of all security and fire protection systems in the museum and for maintaining the climate control systems in the galleries and collections storage.

ii) While these departments have primary responsibility for the day-to-day care and management of the collection, a concern for its preservation, security, and protection must be shared by every member of the museum staff.

Conservation

i) The museum maintains a Conservation Plan (in progress) outlining the overall conservation program of preventative and remedial conservation work.

ii) The Conservation Department is responsible for the monitoring of the physical condition of the collection, for conducting condition assessments and, in consultation with the curatorial staff, determining an appropriate schedule of conservation treatment. The Conservation Department is also responsible for setting standards of environmental control and on pest management issues.

iii) Only members of the Conservation Department may undertake conservation work on collections or make recommendations for such work.

iv) The museum’s Conservation Department is responsible for the development of long-term preventative conservation strategies and methods for the collection.

Storage

i) Objects not on display or on loan shall be housed in secure, climate-controlled storage areas in keeping with current standards for art objects. These areas are monitored by the Registrars, working in collaboration with the museum’s conservation and protective and buildings services staff.

ii) Registrars are responsible for ensuring that appropriate storage furniture and equipment are procured and used. The Registrars are also responsible for pest management issues in collection storage.

iii) In order to maintain the security and environment of stored collections, access to collections storage is restricted to Curatorial Division staff (curators, conservators, registrars, art handlers, and preparators) and the head of Facilities. Security personnel may enter storage only in an emergency when the safety of the collection, staff, or visitors may be at risk. The registrars must be informed when security or building services require access to a storage area. The WAM PDP Storage Guidelines provide further information about accessing PDP Storage and the Print Study Room. All other staff and visitors may only be permitted access to collections storage areas by appointment and when accompanied by a registrar, curator, or conservator.

Display

i) The display of works of art should be limited to areas of the museum where appropriate environment and security can be maintained. As such, display of works in museum offices requires the approval of the Director of Curatorial Affairs and the Chief Conservator.

ii) To help ensure the safety and security of the collections on display at the museum, the museum’s gallery use guidelines (currently in progress) must be followed by both museum visitors and museum staff. These guidelines are to be reviewed annually by a group comprising of registrars, conservators, and protective services and audience engagement staff.

iii) In the case of all events programmed for areas of the museum where art is displayed, the events staff will work with the Chief Registrar to determine if the location and nature of the event and number of people attending mandate that works be specially protected by the addition of extra security guards, or by protective measures such as installing barriers, or by being removed prior to the event.

iv)The use of exhibition gallery space for non-art events, including but not limited to, receptions, dinners, and lectures, must be approved by the Chief Registrar.

v) Protective Services staff will carry out daily security checks in display areas.

Environment

i) The museum will provide stable climates for works on display or in storage.

ii) Light, temperature, and relative humidity levels appropriate to the collection type for storage and display are established by the Conservation Department and monitored by the Registrars.

iii) Climate control and monitoring equipment must be properly maintained, inspected, and serviced regularly by the museum’s Building Services Department.

Emergency Planning

i) The museum maintains a Disaster Plan. This plan is managed and reviewed by the museum’s Director of Operations, working with the Chief Registrar and Chief Conservator.

ii) The Disaster Plan, and the associated planning and training, ensures that the museum has in place the measures to ensure the safety and security of the collection, the museum staff, and visitors in the event of a major incident.

iii) The Disaster Plan addresses a range of major incidents, including floods and leaks, fire, electrical power interruptions, biological infestations, structural or mechanical failures, civil disorder, or terrorist attack. The

plan anticipates the necessary responses to any of these conditions in the museum in order to respond to damage to the collections or reduce or eliminate potential damage to the collections.

Fire and Natural Hazard Protection

i) As part of its museum-wide responsibilities for the protection of the museum collection, museum staff, and museum visitors, systems for the detection of fire, for fire suppression, and for detection of water leaks in collection storage areas are maintained by the museum’s Protective Services Department.

ii) Working with Building Services Department, which has overall responsibility for this area of operations in the museum, the Registrars are responsible for the monitoring for pests in the collections storage areas and exhibition galleries.

Outgoing Loans

i) Responsibility for the care and security of the museum collection extends to works on loan from the museum and in transit.

ii) The conditions setting out the safety and security requirements of works on loan are to be established and monitored through loan agreements, managed by the Registrars Department.

iii) The use of museum couriers, or the sharing of courier services with other lending institutions, will be adopted where the condition of the object, the proposed transport arrangements, or known venue facilities, make it prudent to do so to ensure the safety and security of the work on loan. Couriers are approved by the Director of Curatorial Affairs, the Chief Conservator, and the Chief Registrar.

Integrated Pest Management

i) Pest management, as an element of preventative conservation, forms part of the museum’s Conservation Plan.

ii) A program of staff training managed and delivered through the Conservation Department will ensure staff are equipped to play their part in the implementation of an integrated pest management strategy.

iii) A housekeeping regime will be maintained in the museum. Building Services is responsible for the cleaning of collection storage and for all public and staff spaces in the museum, including the exhibition galleries and museum offices. The Conservation department is responsible for the conservations labs. The Conservation Department will work with the Registrars and Building Services staff to address the differing cleaning needs in exhibition spaces, collections storage, curatorial offices, research study spaces, and other work spaces, with each area requiring a different approach to cleaning and other pest management methods that takes into account how works are displayed, stored or used in those spaces.

iv)The museum will maintain procedures and systems for the checking of incoming objects, packing crates, and materials for pests, and for their quarantine and treatment if necessary.

v) The museum will put in place routine programs for the monitoring of pests in storage and galleries in addition to other museum areas where pests are likely to enter or be attracted to.

vi)As part of its work in maintaining the structural integrity of the museum building, Building Services will work to discourage and/or prevent pests entering the museum.

vii)No food or drink may be consumed or stored in collection storage or in exhibition galleries. Exceptions to this rule may be made with the permission of the Chief Registrar in galleries where works are covered or enclosed, or hung high enough to be out of reach. No eating or drinking is allowed in areas where borrowed works are present, unless owners or their agents provide written permission.

viii)No living plants or flowers may enter collection storage at any time. No living plants and flowers should enter the galleries unless for the annual Flora event or for special events. The flowers should be from approved vendors who take precautions to ensure that the flowers enter the museum pest-free.

Security

i) Protective Services staff are responsible for all aspects of the security of the museum, including collection storage and display areas.

ii) Protective Services, working with the Registrars Department, maintains oversight of the movement of art work into and out of the building through the management of the property pass system.

iii) Visitors or contractors permitted access to display areas on days or times when the exhibition galleries are closed, or to areas of the museum not normally open to the public, for example museum offices, must be accompanied by a member of staff at all times.

iv)Staff and others not directly involved with the supervision or installation or dismantling of exhibitions are not permitted in galleries during such periods without permission from the Chief Registrar.

Handling and Movement of Objects in the Museum

i) The museum’s Conservation Department is responsible for establishing standards and procedures for the handling of collection objects.

ii) Only the museum Director and trained staff belonging to the Curatorial Division are permitted to handle or move collection objects.

iii) Staff new to the museum must undertake handling training provided by the museum’s Conservation Department before they are permitted to handle collection objects without supervision.

iv)Museum interns or museum volunteers may be permitted to work with the collection under supervision of a member of the Curatorial Division, provided that they have received museum handling training.

v) To ensure that the latest best practice in handling of objects is maintained, the Conservation Department shall run periodic refresher handling training.

13.Insurance and Risk Management

i) The museum will take appropriate measures to protect its collections against potential risk and loss through risk management and adequate insurance.

ii) Risk management will be used to minimize potential problems or dangers affecting the museum’s collection. It covers a broad spectrum of issues, including collections storage, handling, installation, and packing and shipping techniques; an integrated pest management program; fire detection and suppression systems; security; conservation; and inventory and record management. These areas are

covered in detail elsewhere in this Collections Management Policy, as well as in the museum’s Disaster Plan.

iii) The museum will maintain an all risks insurance policy providing coverage at the museum, in transit, and at all other locations for the museum's collection and for objects on loan to the museum. Art belonging to staff and used in their offices shall not be insured under the museum’s policy.

iv) For outgoing loans, the borrower will be responsible for insuring the museum’s objects. If the borrower’s insurance is deemed inadequate by the museum or if the borrower requests it, the museum will carry the insurance under its own policy. In such instances, the borrower will be required to reimburse the museum for the cost incurred.

v) The type and amount of insurance cover for the collection shall be reviewed annually, taking into account increased values of objects and risk factors affecting the safety of the collection.

vi)While it is not possible to maintain insurance for the full value of the collection, or even to determine precisely what the full value is, coverage will be based on estimates of the total value of the collection and upon the possible liability of a loss in one area of the museum (i.e., one gallery or one storage room).

vii)When the value of a borrowed exhibition or loaned object exceeds the amount covered in the collection policy, additional insurance must be purchased to cover these circumstances.

14.Rights and Reproductions

i) It is the responsibility of the museum to seek permissions from rights holders of objects in the permanent collection through due diligence of research.

ii) When possible, the museum will obtain a non-exclusive license agreement for works either retroactively through research and estate contacts, or at the time of acquisition through the necessary rights holder parties. If a non-exclusive license cannot be obtained for a given object, it is the responsibility of the museum to obtain appropriate permissions prior to use.

iii) Should an object in the permanent collection be deemed an Orphaned Work, it is the responsibility of the museum to maintain all research documentation and identify the work as such.

iv)In developing and maintaining procedures governing the rights and reproduction of works in its collection, the museum will refer to Rights and Reproductions: The Handbook for Cultural Institutions, published by the American Alliance of Museums.

15.Collection Inventories

i) In order to maintain the accuracy of collections records, as well as to monitor the care and security of the collection, the Registrar’s Department shall undertake a program of periodic inventories of the collections in storage, on display, and at off-site locations.

ii) It is desirable that the museum accomplish a complete inventory of the collection every ten years.

iii) Partial inventories of specific groups of objects or specific storage or display locations are to be conducted annually.

iv)Random inventory checks, consisting of 10-20 objects, will be performed annually.

v) Records of these inventory checks will be maintained in the TMS system.

vi) Results of collection inventories will be reported to the museum’s Collections Committee.

16.Collection Records

i) The museum recognizes that the information that the museum holds about its collection underpins every aspect of museum activity. The recording and management of collection information is central to the museum being accountable for its collections and to enable effective access to and use of the collections by museum staff and museum audiences.

ii) The museum, through its Registrar, Curatorial, and Conservation departments, will maintain a comprehensive documentation system to manage and give access to the collections for which it is responsible. This system will enable the museum to be accountable for all works in its care. It will enable the museum to know what works are in its ownership or custody, where these works have come from, why it has them, and their current condition and location.

iii) The TMS collections management system is maintained as the central repository and management mechanism for all collections-related information for all works for which the museum is responsible. It is also the system used to publish collection information online. This system is supported by paper-based filing systems, including curatorial object files containing provenance data, expert opinions, and published and unpublished material relating to individual works; conservation treatment and assessment files; exhibitions; and loans files. The museum’s library and archive collections are managed using separate systems and procedures.

iv) The Registrar’s Department is responsible for the creation, maintenance, security and access to the TMS system and to all collections records, with the exception of conservation records which are managed by the Conservation Department, and curatorial object files which are the responsibility of the Curatorial Department.

v) The museum’s collection records maintains information on the following collections management areas:

 Incoming objects

 Outgoing objects

 Acquisition

 Cataloguing

 Inventory

 Deaccession and disposal

 Incoming loans

 Outgoing loans

 Exhibition, provenance, and publication history

 Location and movement control

 Insurance and valuation

 Conservation assessment, treatment, and technical research.

vi)The museum maintains a procedural manual with guidelines for staff on how to implement, record, and manage the above collections management activities. These procedures are managed by the Chief Registrar and will be reviewed annually.

vii)Staff access to collections records is tightly controlled. Permission to create, update, or gain access to collections records is limited to members of the Curatorial Division (Curators, Conservators, Registrars, Preparators, and Art Handlers) and to supervised collections interns that have received training. Museum trustees and museum volunteers shall not have access to collections records unless under the supervision of a member of the curatorial, conservation, or registrar staff.

viii)Collections information is published online through the eMuseum system. Direct access to collections records may, however, be granted to the public on request. The Registrar’s Department is responsible for agreeing to and facilitating this access. Sensitive or confidential information, including but not limited to, information relating to donors or lenders, object locations, or recent object values (purchase process, appraisals or insurance values) will not be divulged to third parties unless the museum is legally obliged, or unless agreed by the museum Board of Trustees.

ix)All records created or received as part of its work in developing, managing, and using the collection are the museum’s property and must not be dispersed or destroyed. Paper-based records will be retained, even after the information they contain is transferred to the TMS system, the records being placed in the museum archive where deemed appropriate.

x) The museum has in place measures to ensure the physical security and long-term preservation of its collections records. Records will be kept in secure rooms with controlled access. All primary records will be safeguarded from hazards such as fire, water, smoke damage, and loss. The information held within the TMS collections management system is managed using the museum’s business continuity planning systems and procedures, including offsite backup storage. The museum will ensure that collections information held in a digital form is transferred from superseded systems and file formats into current systems in order to maintain access to that information.

17.Access to the Collection and Collection Records

i) The museum’s collection is held in trust and is made accessible for the public’s benefit.

ii) The museum will provide access to the collection and to the associated collections knowledge through exhibitions, displays, and events; access to works in storage, educational programming, and loans to institutions for exhibition or research; publications and web-based resources; and facilitating third-party scholarly research.

iii) The museum strives to provide maximum accessibility to the public to both the collection of works of art in storage and to the associated collection records, consistent with staff availability, the security and physical condition of collection objects, and legal considerations including, but not limited to, the Americans with Disabilities Act, donor privacy, and the Freedom of Information Act.

iv)Access to collections in storage is granted by appointment only, during regular museum hours. All requests must be made in writing, and the purpose or project must be described.

18.Appraisals and Authentications

i) It is the museum’s policy that museum staff shall not provide appraisals for members of the public, donors, or lenders.

ii) If a donor wishes to have a work of art appraised after it has been deposited at the museum, for example, for tax purposes, museum staff will work with the donor to facilitate the appraisal at the museum.

iii) If a member of the public asks for assistance in locating an appropriate appraiser, museum staff may suggest several qualified appraisers, giving more than one name. The museum will not make arrangements for the appraisal and cannot pay for the appraisal. However, the museum may provide access to the work for the appraiser, if the work is in the museum’s possession, or copies of images of the work or any appropriate relevant factual information in museum files.

iv)Members of the museum's staff shall not express to third parties verbal or written opinions concerning the value of objects in the collection or on loan to the museum, unless required for the purposes of insuring the object.

v) Museum staff may express their opinions as to the value of objects being considered for acquisition, of objects in the collection, of objects to be loaned to another institution, or of objects on loan to the museum. Such opinions are for the exclusive use of the museum staff, the museum’s Collections Committee, and Board of Trustees, for internal use only, or for the purposes of insurance, and will not be disclosed to others without the express approval of the Museum Director.

vi)It is the responsibility of the curators to authenticate, attribute, and evaluate objects being considered for purchase by the museum or offered as gifts, bequests, or loans to the museum.

vii)Curators and conservators may provide identification, authentication, or provenance opinions on works owned by the public or other institutions, particularly where a member of the museum’s staff is the recognized expert on a particular artist or in a particular field. Museum staff may express their opinions as to authenticity and attribution of such works with the following conditions in mind:

 No opinion will be expressed to any person who is not the owner or the authorized representative of the owner of the object in question.

 The opinion rendered must be clearly stated to be a personal opinion and neither a fact nor the opinion of the museum.

 The recipient of the opinion must be clearly informed that the opinion is for the owner's edification and may not be quoted or cited as a basis for the sale, valuation, or exchange of the object in question.

 Opinion must be stated verbally and may not be written. In order to avoid conflict of interest, no fee or other financial prerequisite may be collected.

19.Policy Review and Revision Process

The importance and complexity of museum collections management requires continual development and regular review of policies, procedures, practices, and plans for the goals, activities, and needs of the collection. The Director of Curatorial Affairs, working with the Chief Registrar and Chief Conservator, is responsible for monitoring the museum’s compliance with this Collections Management Policy. This policy will be reviewed annually by the Chair of the Collections Committee, and any substantive changes to this policy must be approved by the Collections Committee and the museum’s Board of Trustees.

Development Committee

Worcester Art Museum Bylaws

As Approved by Board of Trustees November 2016 – Presented for Corporator

Approval December 2016, and revised by the Board of Trustees January 2018

ARTICLE V

COMMITTEES OF THE BOARD

4.Standing Committees and Subcommittees Standing Committees and Subcommittees shall be maintained and empowered as set forth in this Section V.4. These Standing Committees and Subcommittees shall generally oversee and advise specified Museum operations.

c. Development Committee. The Development Committee shall oversee the Museum’s fundraising activities to ensure that philanthropic support meets the annual goals of the Board and institution. The Chair of the Development Committee shall be a Trustee. Committee members shall actively share their resources, network and experience to advance and realize the Museum’s fundraising goals.

Committee members shall be either Trustees or members from the community at large. The Development Committee shall perform the following principal functions:

i.Advise about Board giving requirements and advocate for Board participation in fundraising efforts. Assist in holding members accountable to agreed-upon participation.

ii.Support the fundraising goals through personal financial support.

iii.Work closely with the Director of Advancement to develop Board consensus and support for short and long-term fundraising goals and strategies.

iv.Contribute to and/or review fundraising plans to ensure progress toward goals.

v.Solicit funds and/or support solicitations to external sources including individuals, corporations, educational institutions, foundations, or government agencies.

vi.Support the organization through the planning and implementation and/or participation in fundraising events and campaigns.

vii.Engage in advocacy and networking with community leaders to provide resources to benefit the Worcester Art Museum.

This Charter was approved by the Board on January 30, 2018.

The Worcester Art Museum connects people, communities, and cultures through the experience of art

WORCESTER ART MUSEUM

EDUCATION & COMMUNITY ENGAGEMENT COMMITTEE CHARTER

November 30, 2022

The Education and Community Engagement Committee (the “Committee”), designated by the Board of Trustees (the “Board”) of the Worcester Art Museum (the “Museum”), is an ad hoc advisory committee that supports the Mission, Vision, and Values of the Museum, as articulated in strategic planning goals relative to education and community engagement Note that this advisory committee does not release funds or have fiduciary oversight.

I. OBJECTIVES

The objectives of the Committee are to:

A. Help the Museum establish and leverage strong, diverse, collaborative, and meaningful connections to the greater community;

B. Support, analyze, and evaluate mission fulfillment in the Museum’s development and implementation of all matters relative to education and community engagement, offering Museum staff important counsel from a wide range of voices;

C. Share feedback on the capacity to draw community audiences and on relevant and educational experiences at the Museum;

D. Maintain a charter, which will be reviewed and presented to the Board for approval every two (2) years.

II. PRINCIPLE FUNCTIONS

The Committee shall have the following principle responsibilities:

A. Assemble a working volunteer committee that reflects the rich diversity of the greater Worcester community, and continually assess the reach of audiences represented by the committee;

B. Act as a sounding board for the Museum around multi-year exhibition and educational programming plans that may include content, messaging, evaluation practices, partnerships, and focused community engagement projects;

C. Advise staff on strategy and best practices related to education, learning, and program vibrancy;

D. Advise staff on strategy and best practices related to expanding audience and methods of community engagement.

E. Support the execution of Museum programs by providing feedback on areas related to accessibility and visitor focus; contributing to focus groups that articulate community feedback; collaborating with other committees, councils, or staff; and assisting staff with its qualitative and quantitative market research when required.

III. STRUCTURE AND OPERATION

A. Composition: The Committee will be comprised of a Chairperson (the “Chair,” who is a member of the Board), a “Staff Liaison” (which may be the Director of Education and Experience), and no fewer than 7 additional persons Committee membership will be reviewed periodically to ensure composition reflects the current needs of the committee.

Committee members may include WAM Trustees and Corporators. Any Committee member who is neither a Trustee nor a Corporator should reflect qualifications that assist the Committee in meeting its responsibilities. The Committee may include members from the broader community as experts or specialists in a specific field for the purposes of education, to make recommendations, or to inform the Committee.

The Board President, the Museum Director, the Director of Education and Experience (as Staff Liaison), the Director of Curatorial Affairs, and other WAM staff will be ex officio members of the Committee (without vote).

Competencies for committee membership shall include, but not be limited to, a working fluency and curiosity about: art museum programming; primary, secondary and higher education curricula; and/or active community engagement. Committee members shall encourage the Museum’s promotion of diversity, equity, accessibility, and inclusion (DEAI) in educational and interpretive activities, as well as the ability to articulate the Museum’s goals, and serve as an advocate for its support.

B. Appointment and Term Limits: The Chair is appointed for a 3-year term by the Board President and limited to 2 consecutive, 3-year terms at the discretion of the Board President and Executive Director.

Committee members are appointed by the Chair in consultation with the Board President and Staff Liaison. Other than ex officio members, it is anticipated that Committee members shall rotate off the committee after serving for two consecutive, 3-year terms, subject to the needs of the Museum and the availability of other potential committee members.

Committee members may be nominated by current committee members, Board members, or staff, and suggested to the Chair and Staff Liaison with an accompanying resume.

A member of the Committee may resign by delivering a written resignation to the Chair or Staff Liaison.

C. Meetings: The Committee will aspire to meet at least three times per year and align to the Museum’s fiscal calendar (Sept 1 – Aug 31). Meetings may take place in person or virtually.

D. Agenda: The Chair or Staff Liaison will provide the collective agenda for each Committee meeting prior to the meeting. Members may contact the Chair and Staff Liaison to request an item be considered for the agenda; the Chair will approve the final agenda.

E. Attendance: Meeting absences should be communicated to the Chair or Staff Liaison in advance of a meeting.

Committee members are encouraged to attend at least three of the Museum’s public and education programs annually and actively promote the programs to inspire increased participation.

F. Records: Committee members may be polled electronically regarding specific proposals. Polling will be summarized and affirmed at the following Committee meeting and recorded.

Minutes will be taken at all Committee meetings and provided to members for review. Any comments and corrections should be submitted prior to the next Committee meeting where the final draft will be approved as the official record of the Committee. Once approved, the minutes will be submitted to the Board as part of Board meeting packets and placed on record at the Museum.

IV. REVIEW AND EVALUATION

The Committee shall periodically review and evaluate its performance and that of its members

This Charter was approved by the Board of Trustees on January 18, 2023 and supersedes in its entirety the Audience Experience Charter dated March 5, 2019.

WAM STRATEGIC PLAN 2022 – 2027 MISSION, VISION AND VALUES

(Voted by the Board on 10/20/21)

MISSION

The Worcester Art Museum connects people, communities, and cultures through the experience of art.

We fulfill our mission by:

• Making art central to the life of our evolving city, communities, and beyond

• Collecting, preserving, exhibiting, and interpreting global art

• Inspiring diverse audiences through art and art-making

• Ensuring an inviting and accessible visitor experience

• Attracting, developing, and retaining talented and diverse staff and volunteers

• Supporting innovative scholarship and intellectual exchange

• Achieving organizational sustainability

VISION

By 2027, the Worcester Art Museum will be even more relevant to the experience of our city. Our revitalized campus and increased digital presence will welcome more visitors from near and far. Our collections, exhibitions, and programs will inspire in new ways, connecting the local and the global in all of their diversity. Our expanding community, staff, and volunteers will feel proud of the museum as inclusive and innovative.

VALUES

We embrace:

• Transformation. We believe art has the power to change lives.

• Inclusion. We succeed when everyone feels welcome and experiences belonging.

• Engagement. We listen to our communities to support meaningful experiences.

• Collaboration. We find strength in diversity and partnerships.

• Innovation. We champion shared learning and new ideas.

• Integrity. We are guided by ethical principles and accountability

WORCESTER ART MUSEUM EXECUTIVE COMMITTEE CHARTER

November 17, 2016

The Executive Committee (the “Committee”) is a standing committee of the Board of Trustees (the “Board”) of the Worcester Art Museum (the “Museum”), established under the Bylaws adopted by the Museum on November 9, 2015, as may be amended from time to time (the “Bylaws”), to support the mission of the Museum relative to Museum management and its administration as a public trust and to provide general oversight of the management of the Museum.

I. General

The Committee shall:

A. be deemed to accept the delegation of certain tasks and duties of the Board in the ordinary course, subject to Board review and approval;

B. support the mission of the Museum by providing oversight and advice relative to specific Museum operations, without usurping the material responsibilities of Museum managers, including overseeing critical operations of the Museum, safeguarding the interests of the Museum, and ensuring consistent Museum-wide policies and processes that conform with best practices in museum management; and

C. develop and maintain a charter (the “Charter”) which sets forth the Committee’s purposes, goals and objectives consistent with the Museum’s Mission Statement and Vision Statement and any applicable professional guidelines and/or best practices, and review such Charter and present it to the Board for approval not less frequently than every two (2) years.

II.Principal functions

A. The Committee shall have the following principal functions, responsibilities and authorities:

1.To oversee the development by the Museum Director of the Museum’s Long Range Business Plan, which shall serve to uphold the objectives and purposes of the Museum as a public trust as set forth in the Articles of Organization and as may be required by law from time to time,

2.To oversee the Museum’s development and, following Board approval, implementation of the Museum’s Annual Business Plan and Budget, which shall each serve to support the Museum’s long-term business strategy,

3.To ensure that a position description for the Museum Director is in place and approved by the Board annually,

4.In consultation with the Museum Director, to identify matters arising in connection with the operation of the Museum which require the attention of the Board, another standing committee of the Board or an ad hoc committee of the Board, as applicable,

5.In consultation with the Museum Director, to prepare an agenda for each meeting of the Board, and

6.In the event of a vacancy in the position of Museum Director, to designate an interim Museum Director and form a search committee and delegate his or her duties, pending appointment of a successor thereto.

7.To oversee all compensation related issues for the Museum Director and bring any compensation recommendations to the Board for approval.

III.Structure and Operation

A. Composition

The Committee shall be comprised of a chairperson (the Chair”), who shall be the President of the Museum (elected by the Corporators at the Annual Meeting of the Corporators), each Vice-President of the Museum, the Treasurer of the Museum and not more than three (3) additional persons who shall be Trustees and chairpersons of standing committees or ad hoc committees of the Museum, or who are appointed as at-large member(s) by the President. The Museum Director shall be an ex officio member of the Committee, without vote. Committee members who are ex officio may be excluded from an executive session of the Committee, if appropriate in the judgment of the Chair.

B. Appointment and Removal

Other than ex officio members, the term of Committee members who are officers and chairpersons of the Museum shall continue for the duration of their terms as officers and chairpersons. Each at-large member shall be appointed for a term of one year which may be renewed.

A member of the Committee may resign by delivering his/her written resignation to the Chair, which resignation shall be effective at the time specified therein.

Members of the Committee may be removed, with or without cause, by the Chair with the consent of the President. Meetings

The Committee shall meet as frequently as circumstances dictate and scheduled annually by the Chair, with the calendar published in advance to all Committee members and members of the Board. Additional meetings may be called by the Chair. Meeting attendance is important to facilitate an informed Committee, to

promote healthy discussion and to ensure a quorum. Unavoidable absences should be reported to the Chair in advance of a meeting. Nonetheless, recognizing the value to the Committee of enabling participation by members who may live or work a considerable distance from the Museum or are otherwise unavailable, the Chair may from time to time allow members to participate in Committee meetings by telephone, videoconference or other technology that allows full participation in meetings, and such members shall be deemed present at the meeting for the purposes of determining a quorum and voting at such meeting.

All trustees may attend the Executive Committee meetings but will be non-voting and may be excluded from the Executive Sessions.

C. Quorum

A majority of the Committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which there is a quorum shall be the act of the Committee. Ex officio members shall not be counted for purposes of establishing a quorum.

D. Calendar

The Committee’s calendar shall follow the calendar year beginning with the first meeting of the Committee following the annual meeting of the Corporation.

IV. Additional Responsibilities

A. Minutes

Minutes shall be taken at all Committee meetings and provided to all members for review. Comments and corrections should be submitted prior to the next Committee meeting when the final draft minutes shall be presented for approval as the official record of the Committee. Once approved, the minutes shall be furnished to the Board and placed on file at the Museum.

B. Report to Board

The Committee shall report its activities to the Board upon request and, in no instance, less frequently than quarterly.

C. Agenda

The Chair shall furnish an agenda for each Committee meeting prior to such meeting. Members who wish to have matters included on the agenda shall contact the Chair before such meeting, and the Chair shall consider all such requests in finalizing the meeting agenda.

V. Other

A. The Chair of the Committee may request the Museum Director to appoint a member of the Museum’s administrative staff to serve as liaison between the Committee and the Museum Director, and to assist the Committee in carrying out its duties.

B. The Committee shall perform a review and evaluation, at least annually, of the performance of the Committee and its members.

C. Each member of the Committee shall be furnished with a copy of this Charter annually.

This Charter was approved by the Board on [________] and supersedes in its entirety the Interim Charter dated [___________________________].

Worcester Art Museum Facilities Committee Charter

The Facilities Committee (the “Committee”) is a standing committee the Board of Trustees (the “Board”) of the Worcester Art Museum (the “Museum”), established under the Bylaws adopted by the Museum on November 9, 2015, as may be amended from time to time (the “Bylaws”), to support the mission of the Museum relative to the Campus and its administration as a public trust. The Committee ensures that the facilities, grounds and infrastructure are being maintained and upgraded according to best practices, mission fulfillment and stewardship obligations. The Committee shall review the annual capital budget, as requested by staff, and make recommendations to the Board for passage of the capital budget.

I. General

The Committee shall:

A. be deemed to accept the delegation of certain tasks and duties of the Board in the ordinary course, subject to Board review and approval;

B. support the mission of the Museum by providing oversight relative to specific Museum facilities, and related capital projects, without usurping the material responsibilities of the Museum managers, including overseeing critical operations of the Museum, safeguarding the interests of the Museum and ensuring consistent Museum-wide policies and processes that conform with best practices in museum management;

C. develop and maintain a charter (the “Charter”) which sets for the Committee’s purposes, goals and objectives consistent with the Museum’s Mission Statement and Vision Statement and any applicable professional guidelines and/or best practices, and review such Charter and present it to the Board for approval not less frequently than every two (2) years

II. Principal functions

A. The Committee shall have the following principal functions, responsibilities and authorities:

1.Annually review evaluations of the condition of the buildings, grounds, and infrastructure of the Museum as presented by Staff.

2.Ensure that plans are in place to meet the mission of the Museum and to maintain and improve systems over the long term

3.Ensure that adequate preventive maintenance programs are in place and properly executed

4.Review the annual capital budget as recommended by the Leadership Team to ensure that all work is justified, supports the mission of the Museum, and has beenreviewed the LT for grant opportunities. Present the annualcapital budget

to the Finance Committee, on its specified schedule, for review and inclusion in the overall annual budgets of the Museum to be approved by the Board.

5. Review the actual performance to budget over the course of the fiscal year and recommend such changes and modifications as required to maintain expenditures within the overall budget authorization. Seek Board approval for any material changes to the budget over the course of the fiscal year.

6. Review maintenance plan, including ongoing, deferred or other work, to ensure proper implementation with a focus on staff project prioritization and the organization’s financial capacity; ensure development and implementation of the Campus Masterplan and/or Strategic Plan.

7. Undertake any special evaluations or other assignments as directed by the Board.

III. Structure and Operation

A. Composition

The Committee shall be comprised of a Chairperson (the “Chair”) and at least four (4) additional members. The Executive Director, the COO, CFO and the Director ofFacilitiesshall beexofficio membersofthe Committeeandshall not havea vote.

B. Appointment and Removal

The Chair shall be a member of the Board and shall be appointed annually by the President, inconsultationwiththe Executive Director and the DirectorofFacilities. The three-year term limit for the Chair can be explicitly renewed. Committee members shall be Corporators and shall be appointed by the Chair for a period of three years, also with the possibility of explicit renewals. Members of the Committee may be removed, with or without cause, by the Chair with the consent of the President. Members can resign from the Committee via a written notice to the Chair.

C. Meetings

The Committee shall meet as frequently as circumstances dictate, but no less than four times annually, both to review multi-year capital improvements plans and the annual capital budget as recommended bythe staff; as well as to finalize the annual budget prior to submission to the Finance Committee. The time and place of meetings and the procedures for such meetings will be as determined by the members of the Committee.

D. Quorum

A simple majorityof Committee members shall constitute a quorum, each member of the Committee including the Chair but excluding members ex officio shall be entitled to one vote on each matter presented before the Committee, and any action by the Committee may be taken at any duly called meeting at which a quorum is present upon the vote of a majority of the members present.

IV.Additional Responsibilities

A. Minutes

Minutes shall be taken at all Committee meetings and provided to all members for review. Commentsand correctionsshouldbesubmittedprior tothenext Committee meeting when the final draft minutes shall be presented for approval as the official record of the Committee. Once approved, the minutes shall be furnished to the Board and placed on file at the Museum.

B. Report to the Board

The Committee shall report its activities to the Board upon request and, in no instance, less frequently than twice annually.

C. Agenda

The Chair shall furnish an agenda for each Committee meeting prior to such meeting Members who wish to have matters included on the agenda shall contact the Chair before such meeting and the Chair shall consider all such requests in finalizing the meeting agenda.

V. Other

A. The Committee shall perform a review and evaluation at least annually of the performance of the Committee and its members.

B. Each member of the Committee shall be furnished with a copy of this Charter annually.

APPROVAL AND ADOPTION

Adopted by the Facilities Committee on (date), and approved by the Board on June 4, 2020.

WORCESTER ART MUSEUM FINANCE COMMITTEE CHARTER

November 17, 2016

The Finance Committee (the “Committee”) is a standing committee of the Board of Trustees (the “Board”) of the Worcester Art Museum (the “Museum”), established under the Bylaws adopted by the Museum on November 9, 2015, as may be amended from time to time (the “Bylaws”), to support the mission of the Museum relative to financial matters including the preparation of an annual budget, preservation of the Museum’s endowment(s) and to ensure the Museum’s operational, maintenance and capital funding needs are met.

I. General

The Committee shall:

A. be deemed to accept the delegation of certain tasks and duties of the Board in the ordinary course, subject to Board review and approval;

B. support the mission of the Museum by providing oversight and advice relative to specific Museum operations, without usurping the material responsibilities of Museum managers, including overseeing critical operations of the Museum, safeguarding the interests of the Museum, and ensuring consistent Museum-wide policies and processes that conform with best practices in museum management; and

C. develop and maintain a charter (the “Charter”) which sets forth the Committee’s purposes, goals and objectives consistent with the Museum’s Mission Statement and Vision Statement and any applicable professional guidelines and/or best practices, and review such Charter and present it to the Board for approval not less frequently than every two (2) years.

II.Principal Functions

A. The Committee shall have the following principal functions, responsibilities and authorities:

1.To develop, review, and revise on an annual basis for approval by the Board, a Long-Term Spending Policy (the “Spending Policy”) that balances the Museum’s operating and capital funding needs with prudent long-term stewardship of the Museum’s endowments;

2. To review the Museum’s Annual Business Plan and Budget, as developed by the Museum Director, to ensure it is comprehensive, all-inclusive, and consistent with the Spending Policy and make recommendations to the Board concerning acceptance of the Annual Business Plan and Budget; and

3. To oversee adherence to the budget set forth in the Museum’s Annual Business Plan and Budget, and provide quarterly reports to the Board concerning the Museum’s performance as measured against the budget and any corrective actions that may be required from time to time.

III. Structure and Operation

A. Composition

The Committee shall be compromised of a Chairperson (the “Chair”), who shall be the Treasurer of the Museum (elected by the Corporators at the Annual Meeting of the Corporators), and not fewer than five (5) additional persons, all as appointed by the Chair in consultation with the President, at least one (1) of whom shall be a Trustee (not including the Chair). Every Committee member who is neither a Trustee nor a Corporator shall hold such qualification(s) specific to the functions of the Committee which enable them to assist the Committee in meeting its responsibilities. The President shall be an ex officio member of the Committee, as shall the Museum Director, without vote.

B. Appointment and Removal

The Chair shall be appointed annually. In the ordinary course, it is expected that the Chair shall change at least every four (4) years. Each other member shall be appointed to three year (3) renewable terms for a maximum of nine (9) years.

Each member of the Committee shall serve until the earlier of such member’s successor being duly elected and qualified or such member’s earlier resignation or removal. A member of the Committee may resign by delivering his/her written resignation to the Chair, which resignation shall be effective at the time specified therein. Members of the Committee may be removed, with or without cause, by the Chair with the consent of the President.

C. Meetings

The Committee shall meet as frequently as circumstances dictate but in no event less than three (3) times per year. The minimum three (3) meetings per year shall be scheduled annually by the Chair or the President, with the calendar published in advance to all Committee members and members of the Board. Additional meetings may be called by the Chair or the President. Meeting attendance is important to facilitate an informed Committee, to promote healthy discussion and to ensure a quorum. Unavoidable absences should be reported to the Chair in advance of a meeting, and may be excused by the Chair.

Nonetheless, recognizing the value to the Committee of enabling participation by members who may live or work a considerable distance from the Museum or are otherwise unavailable, the Chair may from time to time allow members to participate in Committee meetings by telephone, video conference or other technology that allows competent participation in meetings, and such members shall be deemed present at the meeting for purposes of determining a quorum and voting at such meeting.

D. Quorum

A majority of the Committee members shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which there is a quorum shall be the act of the Committee. Ex officio members shall not be counted for purposes of establishing a quorum.

E. Calendar

The Committee’s calendar shall follow the calendar, beginning with the first meeting of the Committee following the annual meeting of the Corporation.

IV. Additional Responsibilities

A. Minutes

Minutes shall be taken at all Committee meetings and provided to all members for review. Comments and corrections should be submitted prior to the next Committee meeting when the final draft minutes shall be presented for approval as the official record of the Committee. Once approved, the minutes shall be furnished to the Board and placed on file at the Museum.

B. Report to Board

The Committee shall report its activities to the Board upon request and, in no instance, less frequently than quarterly.

C. Agenda

The Chair shall furnish an agenda for each Committee meeting prior to such meeting. Members who wish to have matters included on the agenda shall contact the Chair before such meeting, and the Chair shall consider all such requests in finalizing the meeting agenda.

V. Other

A. The Chair of the Committee may, with the consent of the President, request the Museum Director to appoint a member of the Museum’s administrative staff to serve as liaison between the Committee and the Museum Director, and to assist the Committee in carrying out its duties.

B. The Committee shall perform a review and evaluation, at least annually, of the performance of the Committee and its members.

C. Each member of the Committee shall be furnished with a copy of this Charter annually.

This Charter was approved by the Board on [date], and supersedes in its entirety the Interim Charted dated [_____________________].

WORCESTER ART MUSEUM GOVERNANCE AND NOMINATING COMMITTEE

July 13, 2020

The Governance and Nominating Committee (the “Committee”) is a standing committee of the Board of Trustees (the “Board”) of the Worcester Art Museum (the “Museum”), established under the Bylaws adopted by the Museum on November 9, 2015, as may be amended from time to time (the “Bylaws”). The Committee assists the Board in carrying out its responsibilities as they relate to the overall governance of the Board, the selection and nomination of new Trustees and Corporators,the educationanddevelopment ofTrustees, and the reviewand assessmentoftrustees for reappointment. The Committee shall meet not less than four times per year.

Section I Number, Qualifications, and Mode of Appointment

The Committee shall be comprised of a Chair, who is a Trustee, appointed by the President of the Board of Trustees in consultation with the Executive Committee and the Museum Director, and not fewer than four (4) additional persons appointed by the Chair in consultation with the President,. The Committee may include members who are not trustees, as long as a majority of members are trustees. If the Chair is not a Vice President, the Chair shall be invited to become a member of the Executive Committee of the Board. The President shall be an ex officio member of the Committee, as shall the Museum Director, without vote.

Section II Duties, Functions and Responsibilities

The Committee shall have the following responsibilities:

1.Ensuring effective and efficient board and committee composition and performance, including succession planning for the President(s) and Vice Presidents of the Board;

2.Developing criteria for qualifications of Trustees and Corporators, which criteria shall be used in the selection and nomination of same. The Committee shall seek to ensure that steps are taken to ensure diversity on the board.

3.Developing a competency grid to track the competencies of existing trustees so as to identify any gaps in order to inform the recruitment of prospective Trustees and Corporators;

4.Developing of processes for, and conducting all, new Trustee and Corporator screening and nomination consistent the Museum’s Mission Statement, Vision Statement and Strategic Plan. Delegate certain tasks to the Nominating Subcommittee, as appropriate,

5.Overseeing the annual self-evaluations of the Board and Trustees and of all committees, facilitating discussion by the Board of the evaluation results, and ensuring that identified areas of improvement are addressed,

6.Developing a Board orientation and education program, which includes programs for training and development of Trustees and ensures mentoring of new Trustees;

7.Ensuring that annual Board Goals and Objectives include goals around continuous governance improvement;

8.Assessing trustees and Officers for reappointment and making recommendations to the Board regarding the same;

9.Ongoing evaluation and review of committee structure and bylaws;

The Chair of the Committee may, with the consent of the President, request the Museum Director to appoint a member of the Museum’s administrative staff to serve as liaison between the Committee and the Museum Director, and to assist the Committee in carrying out its duties.

WORCESTER ART MUSEUM

HUMAN RESOURCES COMMITTEE CHARTER

March 11, 2020

(under review)

The Human Resources Committee (the “Committee”) is an ad hoc committee of the Board of Trustees (the “Board”) of the Worcester Art Museum (the “Museum”), established under the Bylaws adopted by the Museum on November 9, 2015, as may be amended from time to time, to support the mission of the Museum. In that capacity, it assists the Museum’s management as it attracts and retains a diverse community of talented employees, and provides an environment which enhances personal and professional growth and development. While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to conduct HR functions, other than those related to the Executive Director.

I. General

The Committee shall:

A. be deemed to accept the delegation of certain tasks and duties of the Board in the ordinary course, subject to Board review and approval;

B. support the mission of the Museum by providing oversight and advice relative to specific Museum functions, without usurping the material responsibilities of Museum managers, including safeguarding the interests of the Museum and ensuring consistent Museum-wide policies and processes that conform with best practices in museum management; and,

C. develop and maintain a charter (the “Charter”) which sets for the Committee’s purposes, goals and objectives consistent with the Museum’s Mission Statement and Vision Statement and any applicable professional guidelines and/or best practices and review such Charter and present it to the Board for approval not less frequently than every two (2) years.

II. Principal functions

A. The Committee shall have the following principal functions, responsibilities and authorities:

1.Audit the HR policies and practices including, but not limited to:

a. Hiring and retention

b. Performance management and employee development

c. Compensation and benefits

d.Leadership development

e. Compliance and reporting

f. Succession planning.

2.Address human resource issues to ensure that the museum achieves and maintains its status as a desirable workplace.

3. Review management proposals relating to employee compensation policies and make recommendations to the Executive Committee.

4. Systematically review the museum’s practices for supporting diversity and inclusion within the workplace.

5. Review the Board’s evaluation of the Executive Director and assist the Board in questions of compensation.

6. Undertake any special evaluations or other assignments as directed by the Board.

III. Structure and Operation

A. Composition

The Committee shall be comprised of a Chairperson (the “Chair”), who shall be a Trustee of the Museum. The Chair shall be appointed by the President, with input from the Executive Director and the Director of Human Resources and with approval of the Board. The Chair shall appoint not fewer than three (3) additional Committee members, with input from the Director and the Director of Human Resources. The Chair of the Board of Trustees, the Executive Director and the Director of Human Resources will serve as ex officio members. Members shall be independent (not part of the Museum management team and not receiving any compensation, either directly or indirectly, from the Museum.). All members of the Committee shall have a distinguished background in Human Resources.

B. Appointment and Removal

The Chair shall be appointed annually by the President of the Board of Trustees, in consultation with the Executive Committee, the Executive Director and the Director of Human Resources. Each other member of the Committee shall be appointed by the Chair, in consultation with the President, the Executive Director and the Director of Human Resources, and shall serve until such member’s successor is duly elected and qualified or until such member’s earlier resignation or removal. The members of the Committee may be removed with or without cause, by the Committee Chair, with the consent of the President. Other than ex-officio members, Committee members shall be appointed for one three- year term and shall be eligible for reappointment to not more than two (2) additional terms.

C. Meetings

The Committee shall meet at least annually, as circumstance dictate, with management to discuss issues and concerns warranting committee attention. Meetings will be as determined by the members of the Committee, provided that (i) a majority of Committee members shall constitute a quorum, (ii) each member of the Committee including the Chair but excluding members ex officio shall be entitled to one vote on each matter presented before the Committee, and (iii) any action by the Committee may be taken at any duly called meeting at which a quorum is present upon the vote of a majority of the members present.

IV. Additional responsibilities

A. Minutes

Minutes shall be taken at all Committee meetings and provided to all members for review. Comments and corrections should be submitted prior to the next meeting when the final draft minutes shall be presented for approval as the official record of the Committee. Once approved, the minutes shall be furnished to the Board and placed on file at the Museum.

B. Report to Board

The Committee shall report its activities to the Executive Committee and the Board upon request and, in no instance, less frequently than annually.

C. Agenda

The Chair, in consultation with the Director of Human Resources, shall furnish an agenda for each committee meeting prior to such meeting. Members who wish to have matters included on the agenda shall contact the Chair before such meeting and the Chair shall consider all such requests in finalizing the meeting agenda.

This charter was approved by the Human Resources Committee on September 11, 2019 and accepted by the Board of Trustees on April 2, 2020.

WORCESTER ART MUSEUM

INVESTMENT SUBCOMMITTEE CHARTER

December 12, 2022

The Investment Subcommittee (the “Committee”) is a standing subcommittee of the Finance Committee (the “Finance Committee”) of the Board of Trustees (the “Board”) of the Worcester Art Museum (the “Museum”), established under the Bylaws adopted by the Museum on November 9, 2015, as may be amended from time to time (the “Bylaws”), to support the mission of the Museum relative to overseeing management of the invested funds of the Museum to ensure prudent stewardship of the funds entrusted to the Museum and general oversight and direction regarding the employee 403(b) Retirement Plan.

I. General

The Committee shall:

A. be deemed to accept the delegation of certain tasks and duties of the Board in the ordinary course, subject to Board review and approval;

B. support the mission of the Museum by providing oversight and advice relative to specific Museum operations, without usurping the material responsibilities of Museum managers, including overseeing critical operations of the Museum, safeguarding the interests of the Museum, and ensuring consistent Museum-wide policies and processes that conform with best practices in museum management; and

C. develop and maintain a charter (the “Charter”) which sets forth the Committee’s purposes, goals and objectives consistent with the Museum’s Mission Statement and Vision Statement and any applicable professional guidelines and/or best practices, and review such Charter and present it to the Board for approval not less frequently than every two (2) years.

II. Principal Functions

A. The Committee shall have the following principal functions, responsibilities, and authorities:

1. To develop, review, and revise on an annual basis for approval by the Board, an Investment Policy that balances risks and returns in a manner consistent with prudent long-term management and preservation of the Museum’s endowments;

2. To recommend investment asset allocation targets and risk tolerance levels to the Finance Committee and the Board;

3. To monitor the performance of the Museum’s professional investment managers, and with the concurrence of the Treasurer, make recommendations to the Board, from time to time, regarding the engagement of professional investment managers;

4. To provide quarterly reports to the Finance Committee and the Board on the investment results obtained and any actions it deems necessary; and

5. To annually advise on investment options for the organization’s 403(b) Retirement Plan.

B. Exercise of Certain Responsibilities Assigned to the Committee

1. Oversight. The Committee shall have the authority to select and change managers for portions of the Museum’s endowment funds to determine from time to time the allocation of funds among various categories of assets, and the authority to review the investment performance of funds under management with different managers.

2. Spending Limits. The Committee shall periodically make recommendations to the Board as to endowment spending rates and limits, based on investment considerations and their implications for the preservation of the endowment(s) of the Museum. The Board shall have final authority to determine such rates and limits, taking into account the recommendations of the Investment Committee.

3. Investment Policy. The Committee shall maintain written statements of investment policy for the endowment fund(s) approved by the Board.

III. Structure and Operation

A. Composition

The Committee shall be comprised of a chairperson (the “Chair”), who is a Trustee of the Museum and appointed by the President of the Board in consultation with the Museum Director and the Executive Committee, and not more than 8 additional persons, all as appointed by the Chair in consultation with the President of the Board, and at least one (1) of whom shall be a Trustee (not including the Chair). Every Committee member who is neither a Trustee nor a Corporator shall hold such qualification(s) specific to the functions of the Committee which enable them to assist the Committee in meeting its responsibilities. The President and Treasurer of the

Board shall each be ex officio members of the Committee, as shall the Museum Director, without vote. The Treasurer shall be counted for purposes of determining a quorum exists only when in attendance.

B. Appointment and Removal

The Chair shall be appointed annually. In the ordinary course, it is expected that the Chair shall change at least every four (4) years. Each other member shall be appointed to three year (3) renewable terms for a maximum of nine (9) years.

Each member of the Committee shall serve until the earlier of such member’s successor being duly elected and qualified or such member’s earlier resignation or removal. A member of the Committee may resign by delivering his/her written resignation to the Chair, which resignation shall be effective at the time specified therein.

Members of the Committee may be removed, with or without cause, by the Chair with the consent of the President.

C. Meetings

The Committee shall meet as frequently as circumstances dictate but in no event less than three (3) times per year. The minimum three (3) meetings per year shall be scheduled annually by the Chair or the President, with the calendar published in advance to all Committee members and members of the Board. Additional meetings may be called by the Chair or the President. Meeting attendance is important to facilitate an informed Committee, to promote healthy discussion and to ensure a quorum. Unavoidable absences should be reported to the Chair in advance of a meeting and may be excused by the Chair.

Nonetheless, recognizing the value to the Committee of enabling participation by members who may live or work a considerable distance from the Museum or are otherwise unavailable, the Chair may from time to time allow members to participate in Committee meetings by telephone, video conference or other technology that allows

competent participation in meetings, and such members shall be deemed present at the meeting for purposes of determining a quorum and voting at such meeting.

The Museum’s chief operating officer and/or its chief financial officer will serve as staff to the Committee and shall attend meetings as he/she is able to do so.

D. Quorum

A majority of the Committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which there is a quorum shall be the act of the Committee. Ex officio members of the Committee shall not be counted for purposes of establishing a quorum.

E. Calendar

The Committee’s calendar shall follow the calendar year, beginning with the first meeting of the Committee following the annual meeting of the Corporation.

IV. Additional Responsibilities

A. Minutes

Minutes shall be taken at all Committee meetings and provided to all members for review. Comments and corrections should be submitted prior to the next Committee meeting when the final draft minutes shall be presented for approval as the official record of the Committee. Once approved, the minutes shall be furnished to the Board and placed on file at the Museum.

B. Report to the Board

The Committee shall report to the Finance Committee and the Board upon the Board’s request and, in no instance, less often than quarterly.

C. Agenda

The Chair shall furnish an agenda for each Committee meeting prior to such meeting. Members who wish to have matters included on the agenda shall contact the Chair before such meeting, and the Chair shall consider all such requests in finalizing the meeting agenda.

V. Other

A. The Chair of the Committee may, with the consent of the President, request the Museum Director to appoint a member of the Museum’s administrative staff to serve as liaison between the Committee and the Museum Director, and to assist the Committee in carrying out its duties.

B. The Committee shall perform a review and evaluation, at least annually, of the performance of the Committee and its members.

C. Each member of the Committee shall be furnished with a copy of this Charter annually.

This Charter was approved by the Board on January 18, 2023 and supersedes in its entirety the Interim Charter dated November 17, 2016.

WORCESTER ART MUSEUM MEMBERS’ COUNCIL

March 2020

The Role of a Council Member

The purpose of the Members’ Council is to promote and support the goals and activities of the Museum by enlisting new members, expanding the Museum’s visibility, fundraising and volunteering for and participation in the Museum’s programs and events.

The Members’ Council is a group of community leaders and friends who support the goal of a dynamic, audience-focused art museum providing enjoyable and enriching experiences “for the benefit of all”.

Council Members support and service the Museum in the following ways: Advocate

You are an advocate for the Museum in the community at large. To be effective, Council Members must have a general understanding of the major current priorities, exhibitions and programs at the Museum.

Contributor

Every Council Member is expected to support the Museum by being a Member and by participating in special fundraising events.

Participation

Council Members have expertise in many specialized areas, which can help the Museum. By serving on the Council, you can advise and assist the Museum. We ask you to attend regular meetings on the first Wednesday of every month from September to May. Meetings typically are from 6:00 to 7:30pm. In addition to monthly meetings, we hope you volunteer at a few events over the year as well as visit the Museum often and enjoy its programming, integrating the Museum into your life. Council members serve for a three year term and are eligible for a second term.

Ways of Serving:

1. Membership

All council members are representatives of WAM’s membership programs thus the role of a committee member is to promote membership and foster prospective members for the Museum.

2. Volunteering

As a council member volunteerism of time is of importance especially during special events, openings, community days and special initiatives.

ATTORNEY GENERAL’S GUIDE FOR BOARD

MEMBERS OF CHARITABLE ORGANIZATIONS

December 2022

INTRODUCTION

This guide is provided by the Attorney General’s Office to help board members of charitable nonprofit organizations carry out their important responsibilities. As a board member you have both the privilege and the responsibility of participating in the governance of an organization that is operated not for the benefit of private individuals, but for the benefit of the public. As the agency of the Commonwealth charged with protecting the public’s interest in your organization’s activities, the Attorney General’s Office deeply appreciates your willingness to serve as a board member and recognizes that your hard work and dedication perform an extremely important service for all citizens of the Commonwealth.

While portions of this guide may be helpful and applicable to all nonprofit organizations, it should be emphasized that it is specifically designed for board members and trustees of those nonprofit organizations (e.g., charitable nonprofit corporations, trusts, unincorporated associations, and LLCs) that are “public charities.” What constitutes a public charity is not widely understood, and people are often surprised to learn that these organizations range in size, scope and complexity from our largest universities and health care systems to small, neighborhood-based social service organizations. As a general rule these otherwise diverse organizations are linked not just by nonprofit status, but also because they operate on an exclusively charitable basis and collect, hold and expend funds solely for the benefit of the public.

Examples of nonprofit organizations that are public charities include philanthropic organizations as well as most of our hospitals, colleges and universities, social service providers, cultural organizations, parent-teacher associations/organizations, and youth sports leagues. Examples of nonprofit organizations that are not public charities and are therefore not regulated by the Non-Profit Organizations/Public Charities Division of the Attorney General’s Office, include chambers of commerce, labor unions, social clubs, civic associations and similar organizations that benefit only their members. If you have any doubt regarding your organization’s status, you should consult legal counsel or contact the Non-Profit Organizations/Public Charities Division of the Attorney General’s Office at (617) 963-2101.

Often we are asked what we believe are the most important things board members can do to best serve their organizations. Here are our recommendations in key areas of stewardship. While this guide is not intended to prescribe the exact manner in which a Massachusetts public charity board must function, and while we recognize that the size, form and structure of boards vary greatly, we believe that this guide will help all board members and trustees do their jobs well.

I. BOARD MEMBERS HAVE RESPONSIBILITIES

If you are a member of the board of directors of a charitable organization, you and your fellow board members are responsible for governing the organization.

The law imposes upon you two primary duties: the duty of care, and the duty of loyalty. The duty of care means that you must act with such care as an ordinarily prudent person would employ in your position. The duty of loyalty means that you must act in good faith and in a manner that you reasonably believe is in the best interest of the organization, in light of its purposes.

Because a charitable organization exists to further a charitable mission, it is appropriate to view these fiduciary duties as duties you owe to the charitable mission of the organization at least as much as, and in some circumstances even more than, to the organization itself.

As discussed throughout this guide, it is your job to oversee the executive director (ED) or chief executive officer (CEO) and other senior leaders, and to see that the organization is faithfully carrying out its charitable purposes without extravagance or waste.

THIS MEANS:

• You should evaluate your existing commitments and obligations to ensure that you have adequate time and energy to dedicate to your role on the board.

• You should attend board meetings and meetings of committees on which you serve. You should make sure that you receive detailed information beforehand about matters that are going to be voted on at a meeting.

• You should carefully read all of the material that you receive and prepare yourself to ask questions.

• You should use your own judgment and not simply take the word of your CEO or fellow board members.

• Your entire board should periodically complete a self-assessment about how well the board is performing its oversight and leadership functions. Among other criteria, a good self-assessment will take into consideration your organization’s mission and industry, consider how well the organization is furthering its charitable purposes, and evaluate the organization’s diversity, including, but not limited to diversity in leadership and representation from the community the organization serves. To get started, your board may consider using a self-assessment tool. For example, resources related to board self-assessments can be found at https://www.councilofnonprofits.org/tools-resources/selfassessments-nonprofit-boards.

IN SHORT:

You are responsible for helping ensure your organization is fulfilling its charitable purpose and you should be aware of and informed about every major action the charity takes.

II. EDUCATE YOURSELF

Board members of a charity should be knowledgeable about their role in the governing process, the mission of the organization, and the unique operational, legal, and financial issues facing the organization.

THIS MEANS:

• You should have a copy of, and be familiar with, the articles of organization of your organization and the bylaws of your board. Understand the organization’s indemnification policy and any insurance policies that may apply.

• Board members should regularly attend training on fiduciary obligations, sub-sector specific trainings relevant to your organization (e.g., higher education, health care, animal welfare), and trainings on good governance practices, including diversity and equity issues, implicit or unconscious racial or ethnic biases, and other matters that impact effective board composition and functioning.

• Particular attention should be given to providing orientation to new board members.

• Programs and materials should draw on the expertise of specialists in the fields related to your board responsibilities.

• The organization should have a board manual which should include, among other things, governing documents, copies of the most recent regulatory filings (e.g., IRS Form 990 and audited financial statements), budget, and other orientation materials, including this guide.

IN SHORT:

As a board member, you must take the initiative to educate yourself on an ongoing basis about your role and responsibilities, and the board as a whole must take responsibility for its own training and orientation.

III. YOU HAVE THE RIGHT TO INFORMATION

In order to carry out your legal responsibilities as a board member, you must be able to make informed judgments about important matters affecting the organization. The law permits you to reasonably rely on information from the organization’s staff, lawyer, auditor, outside advisors, and board committees in making those judgments. If you do not have adequate information, you have the right to get it.

THIS MEANS:

• You have the right to have reasonable access to management.

• You have the right to have reasonable access to internal information of the organization.

• You have the right to have reasonable access to the organization’s principal advisors, such as its auditors or attorneys, for example.

• Senior management must be willing to facilitate board access to the books and records of the organization.

• Senior management must be willing to facilitate communications between the board and the principal advisors of the organization.

• The board has the right, if necessary, to engage the services of outside advisors at the organization’s expense to assist it with a particular matter.

IN SHORT:

You have the right to obtain the information you need to carry out your responsibilities as a board member.

IV. PAY CLOSE ATTENTION TO FINANCIAL MATTERS

As a board member you have primary responsibility for making sure that the charity is financially accountable, that it is not allowing charitable assets to be used inappropriately or diverted to private interests, that it has mechanisms in place to keep it fiscally sound, and that it is properly using any restricted funds it may have.

THIS MEANS:

• The board should make sure that a realistic annual budget is developed.

• The budget should be developed early enough that the entire board can be involved in its review and approval before the beginning of the fiscal year.

• The board has an obligation to act as a responsible fiscal steward, regularly considering the organization’s short- and long-term financial health and acting accordingly.

• The board should be sure that the charity has adequate internal accounting systems and controls. At a minimum, the board should discuss and approve all delegations of its signatory authority, put these delegations in writing, and review them annually. In addition, the board should consider requiring board action on large or especially significant contracts or grants, and on all transactions involving real estate, borrowing, or sale/disposal of large assets. Board members should expect management to produce timely and accurate income and expense statements, balance sheets, and budget status reports, and should expect to receive these in advance of board meetings. These reports ought to be easily understood by the majority of board members and board members should take an active role in reviewing and questioning the information in them.

• The board should require periodic confirmation from management that required filings with relevant government agencies, such as the Internal Revenue Service, the Secretary of the Commonwealth, and the NonProfit Organizations/Public Charities Division of the Attorney General’s Office, are up to date. The board should also ensure that employee

withholdings, insurance premiums and wages are properly and timely administered.

• The board should consider the value of having independent audits and maintaining standing audit and finance committees. However, if these committees are established, the full board should still receive and act on the report of the independent auditor, receive periodic financial reports, and approve the budget.

• The board should make sure that fundraising is done honestly and with integrity. The board also should make sure that any contract with an outside professional fundraiser is fair and reasonable, and that the fundraiser’s performance is monitored.

• The board should confirm that any restricted gift to the charity is separately accounted for, and that the funds are being used in accordance with the terms of the restriction. If the terms of any existing restriction on funds conflict with the organization’s mission or public policy (e.g., restrictions that are discriminatory overtly or in operation), the board should direct management to seek modification of those terms, which may be available by judicial modification, by agreement of the donor, or in some cases, by administrative modification through the Attorney General’s Office. The board should ensure that the organization has a system in place to prevent the acceptance of gifts with restrictions that conflict with the organization’s values, public policy, or the public good (e.g., restrictions that could exacerbate racial and ethnic inequities).

IN SHORT:

The board should be informed about all aspects of the organization’s finances and is ultimately responsible for the financial health and integrity of the organization.

V. MAKE SURE YOUR BOARD IS VITAL AND DIVERSE

A charity’s board should be vigorous and responsive to the mission of the charity. You should make sure that your board’s process for selecting new members assures diversity of viewpoints and representation, and allows for rotation of board members and officers (e.g., by including term limits for board members and officers). As a board member, you are responsible for ensuring that the public and charitable role of the organization will be carried out in a way that is effective in furthering the mission of the charity and that avoids or ameliorates apparent or actual inequities, including in access to the organization’s services.

A nominating process that invites openness, variety, and change is important to achieving this goal. The board should develop an equitable and inclusive board recruitment practice that encourages a diverse pool of candidates.

THIS MEANS:

• Your nominating process should reach candidates whose commitment, skills, life experience, background, perspective, or other characteristics will serve the organization and its needs.

• The nominating process should actively seek out and recruit board members who reflect diverse racial and ethnic backgrounds, experiences, and skills. Importantly, representation on the board should include individuals connected to and reflective of the community that the organization is serving.

• The board should regularly review qualifications for new board members, including any financial contribution expectations to ensure that they do not deter consideration of a more diverse group of candidates.

• A larger candidate pool may result if you include non-board members as well as board members on your nominating committee.

• Term limits for board members are an effective way to ensure board vitality.

If your board does not have term limits, board members should be reviewed

periodically to confirm that they remain interested in and suitable for the board and that they are still able to commit the necessary time to their role on the board. Rotation off the board, assignments to off-board committees, and designation as emeritus members are other ways to achieve a vigorous board while retaining the value long-time board members can bring to the organization.

IN SHORT:

To avoid becoming labeled as a closed club for “insiders only,” choose board members who have an interest in the organization’s mission, represent diverse viewpoints and diverse racial and ethnic backgrounds, experiences, and skills.

VI. CHOOSE AND EVALUATE YOUR ORGANIZATION’S LEADERSHIP CAREFULLY

Hiring the organization’s leadership, including its CEO or ED, is one of the most important tasks you have as a board member. It is the job of the board to engage in a selection process that will allow the board to find the right person to carry out the charity’s purpose efficiently and effectively, and to do so through equitable recruitment, hiring, and compensation practices that encourage a diverse pool of applicants.

THIS MEANS:

• The board should form a search committee at the beginning of the hiring process for any leadership positions, including the CEO or ED position. If the board does not create a written job description for the position prior to hiring, it should at least develop a profile of the sort of leader it believes the organization’s mission and current needs require.

• The board should regularly consider whether there is representation from diverse racial and ethnic backgrounds in its leadership, including representation from individuals connected to and reflective of the community that the organization is serving.

• A majority of the search committee members should be board members, but it may be beneficial to include staff members, a diversity officer, or others knowledgeable about the organization and its mission on the committee.

• If the size of the board permits, the entire board should interview the final candidates and participate in contacting their references.

• The entire board should make the final decision to hire the CEO or ED.

• After the CEO or ED is hired, the board should periodically review and assess their performance and commitment to the organization, keeping in mind that the board has the authority to discharge as well as hire senior leadership.

IN SHORT:

Board members should actively participate in hiring the organization’s leadership and should do so through equitable recruitment, hiring, and compensation practices that encourage a diverse pool of applicants.

VII. GET INVOLVED IN SETTING EXECUTIVE COMPENSATION

The board is responsible for setting the compensation of the organization’s CEO and, where appropriate, other senior managers. When setting executive compensation, you should be mindful that the public, which supports the charity and uses its services, is interested in knowing the amount. This information is provided to the public on the Attorney General’s Office’s Form PC and the Internal Revenue Service Form 990, both of which are posted on the Attorney General’s Office’s filing search page at https://www.mass.gov/servicedetails/search-public-charities-filings. In addition, Forms 990 are available on the Internal Revenue Service search page at https://apps.irs.gov/app/eos/ as well as third party sites like https://www.guidestar.org/ and https://www.charitynavigator.org/

In addition, both the IRS and the Non-Profit Organizations/Public Charities Division from time to time scrutinize the reasonableness of a charity’s executive compensation and the process used by the board to determine this compensation. Complaints of excessive compensation or private benefit, whether from regulators or from the public, can expose the organization and its board members to legal action and risk reputational harm.

THIS MEANS:

• Every board member should know what members of senior leadership are paid, including the value of any non-salary compensation, such as the use of an automobile, retirement funds, etc.

• Even if a compensation committee is used, the entire board remains responsible for compensation decisions and must be fully informed. In setting compensation, you should consider the performance of your CEO and senior managers and the compensation provided to other similarly situated executives in the field. If the board chooses to engage a compensation consultant to gather or review this information, it should not rely solely on the recommendations of the consultant. Board members are responsible for determining what level of compensation is

reasonable for their organization, taking into account other important factors such as the concerns of donors, the impact on the charity’s mission and finances, and the organization’s reputation. In evaluating the impact compensation may have on the organization’s reputation, the board should take into consideration the perception of senior leadership’s compensation as a whole, including any compensation that leaders receive from positions held because of, but outside of, their role at the charity (e.g., for-profit board membership compensation).

IN SHORT:

Your process for setting executive compensation, the amount of such compensation, and the terms of such compensation should all be well documented, approved by the full board, and be sensitive to public concerns and regulatory oversight.

VIII. BEWARE OF CONFLICTS OF INTEREST

As a member of the board, you may find yourself in situations in which your board service conflicts with another aspect of your personal or professional life. For example, you, a business you control or benefit from financially, a member of your family, or a close friend may be considering whether or not to engage in a transaction with the organization on whose board you are sitting. Further, you may serve on other boards and the work of those organizations may overlap or could appear to compete with one another. Although not an exhaustive list, situations such as these present a potential conflict between your own interests and your duty as a board member to be absolutely loyal to the organization and its mission. It also may look questionable to the public.

Because of these problems, a board member should be cautious about entering into a business relationship with the charity the board member is overseeing, and the charity’s board should be very cautious about allowing the charity to enter into such a relationship. Such a transaction should not occur unless the board determines it is clearly in the best interest of the charity. Prior to the board vote, the board member should fully disclose their financial interest to the entire board, and the conflicted board member should not vote on any aspect of the arrangement or be present when the board is deliberating or voting on any aspect of the arrangement. Upon notice of the conflict, the entire board should consider whether the proposed transaction or relationship is clearly in the best interest of the charity, including consideration of the public perception of any such transaction and the impact that may have on the charity’s reputation.

THIS MEANS:

• You should ensure that your board has a policy for dealing with conflicts of interest.

• The policy should include a procedure for the annual written disclosure by all board members, senior leaders and key decision makers in the organization of their business involvements with the charity and their other board memberships and business interests, both for-profit and charitable.

The information disclosed should be circulated to all board members and be updated throughout the year as necessary. The Attorney General’s Non-Profit Organizations/Public Charities Division requires that the value and terms of these related party transactions be disclosed on the organization’s annual Form PC filing.

• Your conflict-of-interest policy should address the issues raised if board members or other senior managers have or might acquire investments that may affect or be affected by the charity’s investment or operational decisions. In addition, it should address other conflicts that can be reasonably foreseen, based on the organization’s charitable activities. For example, a grant-making organization should consider how to address grant applications from an entity that has an employee or board member serving on the grant-making organization’s board.

• In addition to the disclosure of financial interests and conflicts of interest, the policy should also include a procedure for the withdrawal from discussion and voting by the board member or senior leader with a conflict. This procedure should be followed whenever the charity enters into a business transaction with a board member or senior leader, or with an entity in which a board member or senior leader has an interest.

• It may be advisable to obtain an outside evaluation or appraisal of any major business transaction that is being proposed between the charity and a board member or leader or any entity in which a board member or leader has an interest. This evaluation is to assure that the proposal is feasible, the terms are favorable to the charity, and the potential pitfalls of such a transaction, including any potential harm to the charity’s reputation, have been identified.

• The board should carefully consider the pros and cons of entering into relationships, such as management contracts, the creation of subsidiary entities (whether they are for-profits or nonprofits), and other transactions that involve inherent conflicts of interest because the board’s duties of care and loyalty are being divided among several entities or delegated, even in part, to another entity.

• Because of the sensitivity of conflict-of-interest issues, you may want to require that transactions involving these issues receive a greaterthan-majority vote.

IN SHORT:

Any conflicted transaction should be scrutinized very closely by the board, both because of the dynamic it creates within the board and because of the predictable skepticism with which the public and regulators will view the transaction, no matter how scrupulously a careful policy is followed.

IX. OTHER RESOURCES TO ASSIST YOU IN YOUR RESPONSIBILITIES

The Attorney General’s website provides access to a number of useful publications, advisories, guidance documents, and reports produced by the Non-Profit Organizations/Public Charities Division. These may be viewed online or downloaded from https://www.mass.gov/information-for-existingcharities. In addition, all forms and instructions issued by the Division are also available on the website at www.mass.gov/ago/charities.

For further education and information, consider the following resources:

- IRS Educational Resources and Guidance for Exempt Organizations:

https://www.irs.gov/charities-non-profits/educational-resources-andguidance-for-exempt-organizations

- Board Accountability and Best Practices:

https://www.councilofnonprofits.org/tools-resourcestags/Accountability

- Board Governance and Planning: https://boardsource.org/

- Diversity, Equity, and Inclusion Guidance:

https://www.councilofnonprofits.org/tools-resourcescategories/diversity-equity-and-inclusion

- Association of Governing Boards of Universities and Colleges: https://agb.org/

- Lawyers Clearinghouse: https://www.lawyersclearinghouse.org/

- Massachusetts Nonprofit Network: http://massnonprofitnet.org/

- Nonprofit Profiles:

o https://guidestar.org/

o

https://www.charitynavigator.org/

Office

www.mass.gov/ago/charities

Planning Documents

WORCESTER ART MUSEUM STRATEGIC PLAN 2022 – 2027

Foundation for the Future

MISSION

The Worcester Art Museum connects people, communities, and cultures through the experience of art.

We fulfill our Mission by:

• Making art central to the life of our evolving city, communities, and beyond

• Col lecting, preserving, exhibiting, and interpreting global art

• Inspiring diverse audiences through art and art-making

• Ensuring an inviting and accessible visitor experience

• Attracting, developing, and retaining talented volunteers and staff

• Supporting innovative scholarship and intellectual exchange

• Achieving organizational sustainability

VISION

By 2027, the Worcester Art Museum will be even more relevant to the experience of our city. Our revitalized campus and increased digital presence will welcome more visitors from near and far. Our collections, exhibitions, and programs will inspire in new ways, connecting the local and the global in all of their diversity. Our expanding community, volunteers, and staff will feel proud of the Museum as inclusive and innovative.

VALUES

We embrace:

Transformation.

We believe art has the power to change lives. Inclusivity.

We succeed when everyone feels welcome and experiences belonging. Engagement. We listen to our communities to support meaningful experiences. Collaboration.

We find strength in diversity and partnerships. Innovation. We champion shared learning and new ideas. Integrity. We are guided by ethical principles and accountability.

WORCESTER ART MUSEUM STRATEGIC PLAN 2022 – 2027 Foundation for the Future

STRATEGIC GOALS

1. ADVANCEMENT: To establish WAM as a magnet for philanthropic support in Worcester, New England, and nationally, and complete WAM’s Campaign.

• To build a comprehensive program of philanthropy, including planned giving, that identifies and inspires current and future high net worth individuals and art patrons.

• To rearticulate the remaining objectives of the current campaign and draft objectives and timeframe for the next campaign.

• To integrate strategic marketing and messaging to align with strategic plan. To create new marketing messages and branding that align with newly created statements of Mission, Vision, and Core Values, and use them in a new marketing plan to drive revenue.

2. COLLECTIONS: To maximize the potential of WAM’s encyclopedic colle ction, create meaningful experiences for a diverse range of audiences, and enhance the Museum’s cutting-edge reputation through the highest standards of display, scholarship, growth, interpretation, and care.

• To develop the Arms and Armor Gallery and create a plan of gallery upgrades, including a proposed schedule of implementation.

• To update the Collection Management Plan, with policies, procedures, and systems that ensure the safety and the growth and development of the collection.

3. COMMUNITY ENGAGEMENT: To improve WAM’s value proposition to broader and more diverse audiences so that all visitors find WAM welcoming and experience a meaningful connection to art during their visit, in person or virtually.

• To use market research and internal data to understand current visitors and non-visitors; share this information with relevant areas of WAM; identify engagement barriers and update strategies.

• To strengthen our understanding of which programming motivates existing and potential audiences, in person and virtually.

4. FINANCE: To ensure WAM operates in a fiscally responsible manner that maintains long-term stability.

• To implement data driven business plans to improve the net margin of each profit center.

• To build fiscal flexibility for bridging purposes and to fund unexpected opportunities and challenges.

5. INTERNAL CULTURE: To create a culture of diversity, inclusion, equity, and belonging for staff, corporators, volunteers, and trustees, in accordance with WAM’s Diversity, Equity, Accessibility, and Inclusion (DEAI) Plan.

• To evaluate our internal culture and implement impactful and lasting strategies, increasing inclusion, equity, and diversity among staff and volunteers.

• To create a more equitable total rewards strategy that focuses on organizational staffing needs and total compensation to attract and retain talent.

6. MUSEUM CAMPUS: To ensure that WAM’s buildings and site are well maintained and used to their best advantage to welcome all audiences, house our collection, and accommodate staff.

• To execute the existing building and site plan that addresses and prioritizes deferred maintenance and capital projects, including all spaces for art storage and art movement.

• To update the overarching Campus Master Plan in support of holistic and multi-year planning, to identify longer term potential of buildings and site, and to be prepared to respond to future opportunities.

7. TECHNOLOGY / IT: To ensure that WAM takes full advantage of existing technology and anticipates future technology in support of its Mission, in both internal and public-facing areas.

• To develop a sustainable and strategic management model for IT for enterprise-wide and specialized systems.

• To train staff and volunteers to take full advantage of digital capacity and systems.

A BOLD STEP FORWARD

Campaign for the Worcester Art Museum

“ WHATEVER YOU DO, OR DREAM YOU CAN DO, JUST BEGIN IT. BOL DNESS HAS GENIUS, P OWER, AND MAGIC IN IT.”

—Johann Wolfgang von Goethe

FROM THE DIRECTOR AND PRESIDENT OF THE BOARD OF TRUSTEES

It is with great pride that we commence the public phase of A Bold Step Forward, the most ambitious fundraising campaign in the Worcester Art Museum’s history. Intended to empower us to fulfill our mission to connect people, communities, and cultures through the experience of art, A Bold Step Forward addresses a broad range of priorities with bold new ideas designed to bring our strategic plan (FY22–28) to full fruition.

A world-renowned art museum deeply rooted in the community for over 125 years, the Worcester Art Museum is a key player in its city’s renaissance and the growing connectivity between Central Massachusetts and Greater Boston. Widely recognized for outstanding collections containing nearly 40,000 objects from around the globe and across eight millennia, we present groundbreaking exhibitions, innovative traveling shows, and dynamic educational and public programs that reach more than one million people annually in person and virtually, regionally and around the world.

With a goal to raise $125 million by 2028, we open this new phase of fundraising with 50 percent of our goal secured. We are humbled and energized by the generosity and support we have received already. Your support now will hasten improvements and modernize facilities, further strengthen programming and operations, and ensure we have a solid foundation to maintain ongoing excellence while deepening long-term financial health. It will also help us connect with new audiences, new voices, and broader points of view.

As a place of connection and inspiration, artmaking and creation, and learning and dialogue, the Museum serves as a proud community anchor and catalyst for positive social change. In partnership with local and regional schools, health and human service agencies, and organizational stakeholders, we continue to reach outward to expand and diversify audiences. This campaign will energize and sustain this work for years to come.

Thank you for your support and for joining us as we take A Bold Step Forward.

Matthias Waschek

Dorothy Chen-Courtin

The Jean and Myles McDonough Director President, Board of Trustees

FROM THE DEVELOPMENT CO-CHAIRS

We are filled with excitement as we enter the public phase of A Bold Step Forward, the Campaign for the Worcester Art Museum.

There is ambition in our boldness but make no mistake: the greater risk lies in NOT embracing this vision. The Worcester Art Museum cannot afford to stand still—to put growth on hold. Now is our moment for boldness—for fully realizing changes and enhancements that will ensure our strength and relevance to future generations.

This campaign aims to achieve three essential goals. First, put the Museum’s house and campus in order with much-needed facility repairs and improvements. Second, strengthen finances through endowment and annual fund growth. Finally, ensure that the Museum’s renowned collection is preserved and presented for discovery yet again by new generations of learners and visitors. It is a pivotal moment, and the next step must be bold.

All museums are challenged by changing times. Visitors expect more inclusive storytelling. They crave innovative and honest interpretations of history that include the widest possible range of views and voices. This campaign will help the Museum adapt to fulfill the needs and expectations of a new generation of scholars, enthusiasts, and everyday visitors. Philanthropy matters to the bottom line. Contributed revenue currently accounts for 35 percent of the operating budget. A Bold Step Forward will strengthen our base of support for the long term. Your gift is important, and all gifts count.

On behalf of the entire Board of Trustees and the Corporators, we sincerely thank those who have helped us reach this impressive milestone. To those who will be inspired to join us in this next phase, we welcome your vote of confidence in us as, together, we take A Bold Step Forward for the region and for the arts.

Cynthia Strauss

Mark Fuller Trustee Trustee Development Committee Co-Chair Development Committee Co-Chair

“MUSEUMS USED TO BE VERY CLOSED … LIKE A TEMPLE. WE NEED TO REACH OUT. WE NEED TO INTERACT WITH COMMUNITIES IN DIFFERENT WAYS. OUR GALLERIES NEED TO BE ABLE TO ENGAGE WITH PEOPLE. OUR CAFÉ, OUR LIBRARY—THESE ARE RESOURCES FOR PEOPLE IN THE CITY TO USE IN DIFFERENT WAYS THAT SUPPORT THEM IN THEIR LIVES AND IN THEIR CREATIVE PURSUITS.”

—Kulapat Yantrasast, designer, architect, and founder of WHY Architecture

Modernizing and Enhancing the Campus

CAPITAL IMPROVEMENTS: $45 MILLION GOAL

Moving the Museum forward means transforming existing spaces, as well as adding and reimagining others. It also demands improvements and enhancement to critical infrastructure. Working with award-winning international architect Kulapat Yantrasast and his team at WHY Architecture, the Museum has developed a creative and financially sustainable vision for the physical campus. Retaining art and visitor experience as foundational principles, a major new multi-year master plan shows how the Museum will be transformed into an inclusive and easy-to-navigate experience with unexpected moments of awe and delight.

With a $45 million goal, the Campaign will fund this bold vision and essential upgrade. This is the Museum’s most significant capital improvement effort in generations, with key projects including the now-completed Lancaster Plaza and custom-built fine art library. Other important projects include a new central elevator, major systems upgrades, and an exciting new state-ofthe-art gallery to showcase more than 1,500 pieces of the Museum’s important arms and armor collection.

NEW ARMS AND ARMOR GALLERY

The John Woodman Higgins Collection of Arms and Armor is the second largest and one of the most distinguished such collections in the Americas. The Campaign will support a cutting-edge, 5,000-square-foot gallery to display this astonishing collection, including recent acquisitions. Presenting a new global vision of arms and armor, the gallery will dramatically enhance the Museum’s national visibility while thrilling audiences with an immersive museum experience.

Stefan Rormoser, Armor for Field and Tilt, of Count Franz von Teuffenbach, 1554, steel; brass; lampblack; modern leather, The John Woodman Higgins Armory Collection, 2014.80

“BECOMING THE MUSEUM WE ENVISION DEMANDS A SECURE FINANCIAL FOUNDATION—FOR MEETING IMMEDIATE NEEDS AND FUTURE STABILITY THROUGH GIFTS OF UNRESTRICTED OPERATING FUNDS AND ENDOWMENT SUPPORT. EVERY GIFT IS A VOTE OF CONFIDENCE IN OUR MISSION.”

—Dr. Sohail Masood, Trustee

Strengthening Financial Stability

Flexibility to Thrive in Changing Times

UNRESTRICTED: $30 MILLION GOAL

Unrestricted support is the single most important factor in the Museum’s ability to open its doors every day, develop and present programs, care for the collection and the campus, and reach the many communities we serve. Unrestricted giving also provides us with flexibility to manage unexpected developments and agility to pivot quickly in a changing environment.

During the Campaign, we will raise $30 million in unrestricted gifts by sustaining and growing the Membership, Salisbury Giving Society, Business Partners, and Benefactor giving programs—all critical to the Museum’s financial health. Multi-year pledges are encouraged, and donors will be recognized for their cumulative giving during the campaign period.

Financial Sustainability for

ENDOWMENT: $30 MILLION GOAL

the Future

Growing the endowment by $30 million over the course of the Campaign is vital to ensuring the long-term financial strength of the Museum. Currently, the endowment is valued at approximately $110 million, generating $5.5 million in annual operating funds. Anticipating rising operational costs in coming years, we seek to increase the endowment to sustain and enhance day-to-day operations.

Endowment gifts may be made unrestricted or restricted to a specific use, such as special exhibitions, facilities maintenance, conservation and collections care, or key staff positions.

“THE WORCESTER ART MUSEUM VALIDATED WHO I WAS AS A PERSON, CONNECTING ME TO THE THERAPEUTIC ACTS OF MAKING ART, LOOKING AT ART, AND GIVING ME THE CONFIDENCE TO BELIEVE THAT EVERYTHING I HOPED FOR COULD BE A REALITY.”

—Jarrett J. Krosoczka, New York Times bestselling author, illustrator, and past Museum art student

Enabling a Transformative Presentation of a Global Collection EXHIBITIONS, COLLECTIONS CARE, AND PUBLIC PROGRAMMING: $20 MILLION GOAL

Since opening its doors in 1898, the Museum has built an internationally acclaimed collection respected and admired by museums, collectors, art lovers, and scholars from around the world. Through thoughtfully acquired artwork, changing gallery presentations, adult and school programs, and special exhibitions, the Museum responds to shifts in the cultural landscape, inspiring visitors of all ages to learn, enjoy, and come back for more.

Special exhibitions dive deep into the collection and expand historical scholarship about objects, artists, and contexts. They give the public a chance to see artworks otherwise not on view or perhaps never shown, such as works on paper, which can only be exhibited temporarily and infrequently. The collection’s stewards include a talented team of curators, conservators, and educators who continuously reinterpret the collection in new ways while ensuring preservation and care of objects on and off display.

School and community programs—including studio classes—are also central to our mission. One-third of the Museum’s campus is designated for educational purposes. The Higgins Education Wing consists of ten studio classrooms, a research library with 60,000 publications free and open to the public, and spacious student and community galleries. Public programs provide inspiration for artists and art lovers of all ages, through self-directed and facilitated learning.

REIMAGINING EARLY AMERICAN ART

Our pre-1900 American galleries of fine and decorative arts include a renowned collection of early American portraiture. Campaign support will fund an ambitious effort to reimagine this collection and the stories it tells through new interpretations—programs, installations, object labels, and wall texts—designed to provide a more inclusive historical context for this world-class collection.

Museum Campaign for the Worcester Art Museum 11

Attributed to Zedekiah Belknap, Sarah and Elizabeth Farley, about 1835, oil on canvas, Krashes Collection and Loring Holmes Dodd Fund, 2021.41

“WE ARE ALREADY HALFWAY TO OUR GOAL OF TRANSFORMING THE MUSEUM. WE INVITE YOU TO TAKE A BOLD STEP FORWARD WITH US TOWARD THIS EXCITING FUTURE.”

—Matthias Waschek, The Jean and Myles McDonough Director

Funding Priorities and Ways of Giving

Campaign funding focuses specifically on programs and projects that will position the Museum for continued and expanded leadership in art for the region and for Greater Boston. A Bold Step Forward for the Worcester Art Museum represents a major step forward for the arts in Massachusetts and beyond—now and into the future.

CAPITAL IMPROVEMENTS—CURRENT USE GOAL: $45 MILLION

• Critical Capital Improvements Fund

• New Arms and Armor Gallery

• Reimagination of Early American Galleries

• Central Elevator

• Building Improvements

END OWMENT FUNDS AND NAMED POSITIONS GOAL : $30 MILLION

• Unrestricted Endowment

• Facilities Endowment Fund

• Endowed Positions (Curatorships and Other)

• Collections Care and Conservation Fund

• Special Exhibition Endowment Fund

UNRESTRICTED—CURRENT USE GOAL : $30 MILLION

• Membership

• Salisbury Giving Society

• Benefactor Program

• Business Partners

EXHIBITIONS AND PUBLIC PROGRAMS—CURRENT USE GOAL : $20 MILLION

• Galler y Installations and Interpretation Fund

• Special Exhibition Fund

• Learning and Community Partnership Fund

While Planned Gifts are not counted toward campaign goals, they are welcome and encouraged.

TAKE A BOLD STEP WITH US

There are many ways to participate in A Bold Step Forward, and gifts of all sizes are welcome. What matters most to you about the Museum? With many ways to give, you know your support helps to secure a vibrant present and exciting future.

LEARN MORE

For more information about supporting A Bold Step Forward, Campaign for the Worcester Art Museum, including priorities for endowed positions, options for donor recognition, and more details about ways to participate, please contact Marillyn Earley, Chief Advancement Officer at MarillynEarley@worcesterart.org

Please also visit our campaign web page at worcesterart.org/bold-step-forward.

55 Salisbury Street

Worcester, MA 01609

worcesterart.org/bold-step-forward