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Governing museums

Overview

Every museum has a slightly different purpose. Being clear about your own purpose will make it easier to get the right people involved and make the best decisions for your future.

The museum world in Scotland is rich and diverse. There are hundreds of museums in Scotland and thousands across the UK. Museums Galleries Scotland is the development body for all of these institutions and we've developed a National Strategy for museums, known as Going Further.

The government, local authorities and funders all have their own priorities which recognise museums to a greater or lesser extent. Take time to understand this world. It will help you to identify potential partners, collaborators and funding opportunities.

What you need to know

This section will help you to:

  • Understand the museum world and how you fit into it
  • Find potential partners and look for collaboration opportunities
  • Define your purpose from the outset to make everything easier further down the line
  • Involve the right people, including potential users, organisers and decision makers
  • Choose the right governance model, a crucial detail in running your museum

Understanding your context

Museums will always be influenced by the policies and priorities of those around them. Knowing how your work aligns with the priorities of others could open up new opportunities, influence and funding.

National Context

Museums in Scotland are part of a rich, diverse ecosystem, which means there is always support and advice available. It's a sector that welcomes collaboration across the whole nation and is backed by a national strategy, Going Further that is always looking to the future of museums.

There are more than 400 museums in Scotland, over 250 of which are Accredited within a wider community of 1750 Accredited museums in the UK. Out of such a wide range of museums, there are bound to be some establishments that have collections pertinent to your project.

Museums Galleries Scotland and other organisations offer extensive advice, access to training and funding.

Local context

Your operating context within your region can be informed by a range of different influences, including:

  • Popularity with tourists
  • Education and health priorities
  • Demographics

Understanding these different facets of your local context will help to steer the purpose of your museum.

Going Further

Going Further is the name of the strategy for museums in Scotland and sets a national context for the sector.

The strategy states that "Scotland's museums and galleries will be ambitious, dynamic and sustainable enterprises: connecting people, places and collections; inspiring, delighting and creating public value."

In identifying how museums need to respond to current and future challenges, it prioritises:

  • Maximising the potential of our collections and culture
  • Strengthening connections between museums, people and places to inspire greater public participation, learning and well-being
  • Empowering a diverse workforce for sector organisations and encourage a culture of enterprise
  • Fostering a culture of collaboration, innovation and ambition
  • Developing a global perspective using Scotland's collections and culture

For more information, read the delivery plan for the strategy.

What to look for

  • Analyse your context based on several external factors, summarised in the acronym PESTLE: Political; Economic; Social; Technological; Legal; Environmental.
  • Plan your reactions for things outside your control and shape the outcome of anything you can influence.
  • Demonstrating how your museum fits into the Going Further strategy will help you to secure support from other museums, as well as Museums Galleries Scotland.
  • Don't get so absorbed in your project that you forget to keep an eye on how things are changing around you.
  • The high volume of museums in Scotland means that funding applications are very competitive.

Defining your museum's purpose

In order to successfully govern a museum, you need to have clearly established the purpose of your museum.

Work out:

  • Why your museum exists
  • What you want to achieve
  • Who is it for

The importance of purpose

Making these decisions will form the foundations of your organisation and clear communication of your purpose is essential for any funding applications.

Museums rarely have enough money, people or time to achieve everything they would like. Given these constraints it is important to focus your resources on the decisions and activities that make the most difference and that make your museum distinct from others.

It is crucial to spend time defining the fundamental principles of your museum and acting upon those principles throughout the life of your museum. Making the right choices now will save time and frustration later.

Who is involved

While it is tempting to take these decisions on your own, it is important to involve everyone setting up the museum together with other stakeholders who have an interest in your project or are key to its success. Ensure that everyone understands the basic principles behind your museum so that you can all make informed decisions.

How to identify your mission

Answer the following questions to devise a series of statements that define your organisation.

Purpose

  • What benefits do you provide the stakeholders?
  • Who benefits?
  • What will change as a result of your work? For example, are collections conserved? Do visitors learn about a specific subject?

Values

  • What are your beliefs and principles?
  • Why do you care?

Strategy

  • What is the commercial logic of your museum?
  • What will you be good at?
  • What are your constraints? Time, money, space?

Standards and behaviours

  • What rules and procedures do you have to run on a day to day basis?

Who is involved?

A successful museum is as much about people as processes or infrastructure. Effective museums are open, responsive and accountable. They actively engage users, beneficiaries, members, partners and others with an interest in their work.

Building a coalition of support

Get people involved in your museum every step of the way.

This means including people in:

  • Design
  • Development
  • Decision making
  • Delivery

The people you have involved could be anyone from potential visitors to people with a background in running museums. Your governing body and workforce are among the most important stakeholders.

Identify those who have a genuine and legitimate interest in your work. This might include audiences, beneficiaries, donors, members, volunteers, staff, partners, regulators, or other government bodies and funders. They need to have a clear understanding of your work and your plans for the future.

Understanding stakeholders

As time and money are always in short supply, it is important to involve the right people in the right way. Ignoring key stakeholders will take you longer to achieve your ambitions. It is also very easy to spend too much time with people who love your work but are limited in how much they can help the development of the museum.

When assessing the needs of stakeholders, incorporate the following legislation:

Use this matrix to assess how much people should be involved:

[Matrix in original document - Merge with contents of pop-out box]

Involving others

For each major stakeholder, ask:

  • How do you communicate and consult with this stakeholder?
  • Is this sufficient or too much?
  • How do you you include their views in your decision making?
  • How can you improve this?

There are five main ways in which you can involve people in your museum, for different levels of engagement according to your needs:

  • Inform - Tell other people about your museum
  • Consult - Take stakeholder opinions and comments on the museum
  • Co-decision - Share decisions about the direction of the museum
  • Co-deliver - Actively involve others in delivering your museum's aims
  • Empowerment - Give others ownership of different facets of the museum

Creating a governance model

The choice of a governance model is one of the most important decisions that your museum will make. It has major implications for how you can operate – defining your area of activity and managing opportunities and risks.

The model is defined by the legal document that establishes your organisation, defines your purpose and determines how you will operate. It is the ‘rule book’ for the museum. Although there are a small number of options, there is no ‘one size fits all’ and it is best to take this decision slowly.

As this choice has legal and financial implications, you should seek legal and financial advice before making any final decisions.

Governance models, simplified

A governance model is a formal document which contains:

  • What the museum is set up to do
  • How the museum will do it
  • Who will run it
  • What happens if changes need to be made
  • What happens when the museum wishes to close
  • How the museum will be run, including arrangements for meetings, voting and more

The document must be approved by the governing body in Scotland, and may possibly need approval from:

  • Office of the Scottish Charity Regulator, to become a registered charity
  • HM Revenue and Customs, for tax and Gift Aid purposes
  • Local Authority, for rate relief
  • Financial Conduct Authority, for Industrial and Provident Societies
  • Companies House, for registered companies
  • Museums Galleries Scotland, to be Accredited

Key points

  • Make sure that the governance model you choose allows you to operate within the law
  • Look especially at liability - does it protect your people against risk?
  • Check that your trustees and directors understand their responsibilities.
  • Local authorities and universities are empowered by national legislation to run museums and do not require a separate governing document.
  • Take legal advice from a recognised specialist before taking any final decisions.

Most types of museums adhered to three legal statutes:

Types of governance model

Aside from operating within a Local Authority or University, there are five common forms of legal status used by museums in Scotland, outlined below.

Alternatively, many museums are interested in becoming a ‘social enterprise’. It is commonly agreed to be a business with primarily social objectives whose surpluses are principally reinvested for that purpose in the business or in the community, rather than being driven by the need to maximise profit for shareholders and owners. Nearly any type of organisation can be a social enterprise as long as they have social objectives and reinvest some surpluses for that purpose.

Trust Deed

These are appropriate for managing a specific collection or building. A Trust Deed will set out the terms of the Trust, including purposes for which buildings, collections and monies are held and by whom.

Benefits

  • Simple to set up
  • Can become a charity
  • Inexpensive to administer

Key points

  • Cannot employ people or own property, including collections, without a holding trustee
  • All trustees are individual and severally liable

Unincorporated Association

This model is more appropriate for local history societies and groups. A constitution or ‘rules’ will set out the powers and objectives of the organisation.

Benefits

  • Simple to set up
  • Can become a charity
  • Inexpensive to administer

Key points

  • Cannot employ people or own property, including collections, without a holding trustee
  • All trustees are individual and severally liable
  • Need to keep track of legal members with voting rights, as opposed to supporters

Limited Company

The organisation is governed by Articles of Association. Common forms include:

  • Company Limited by Guarantee
  • Company Limited by Shares
  • Public Limited Company
  • Community Interest Company

These articles need to be approved by the Office of the Scottish Charity Regulator (OSCR) in order for the company to be considered a charity. The company is also regulated by Companies House. Community Interest Companies must also have their articles approved by the CIC Regulator.

Not all legal forms of governing documents are acceptable to OSCR or for Museum Accreditation. In some instances their acceptability will depend on small details dependent on your constitution. Read guidance on accreditation for further information.

Benefits

  • A limited company has a legal identity, so it can employ people and own property in its own right
  • Can have a membership, but this is not essential
  • Limited liability for members and directors
  • Share or membership models can create additional sources of income
  • Some models allow for payment of directors and trustees

Key points

  • OSCR will not accept companies limited by shares
  • OSCR does not allow the distribution of profit or benefit to members
  • If a charity, the organisation is accountable to two regulators, which brings increased administration

Industrial and Provident Society

This model is often used to buy or sell goods or services for the benefit of their members or community.

An Industrial and Provident Society (IPS) is an incorporated organisation and is governed by its own rules and IPS Acts. These organisations are regulated by the Financial Conduct Authority and some are considered ‘exempt charities’. This means that they are not currently eligible to become traditional Registered Charities but they can be treated as charitable for tax purposes by HMRC.

Benefits

  • Has a legal identity, so can employ people and own property in its own right
  • Local ownership through sale of shares can build support and generate income
  • Opportunity to offer dividends to members
  • Can be recognised as a charity

Key points

  • OSCR will only accept some IPSs as charities
  • Future regulation of charitable IPSs yet to be agreed
  • Must demonstrate why another governing model is not appropriate
  • Share capital can be withdrawn, subject to rules

Scottish Charitable Incorporated Organisation

This model is frequently used by smaller museums that want to limit their liability. The Scottish Charitable Incorporated Organisation (SCIO) model has most of the benefits of a traditional company limited by guarantee. The main difference is that the SCIO has to report to OSCR and not to Companies House.

Benefits

  • Has a legal identity, so can employ people and own property in its own right
  • Only one regulator, so no need to report to Companies House

Key points

  • A few grant distributing trusts and foundations might not recognise a SCIO as eligible
  • Possible complexity when using assets as collateral for a loan or for remortgaging

Case study: Cupar Heritage Centre

Cupar Heritage Centre is a community-run organisation which celebrates the history of Cupar through displays, exhibitions and events. Although it is a Scottish Charitable Incorporated Organisation (SCIO), it is not yet an accredited museum. The centre is the culmination of the desire to celebrate and record the town’s history.

The perfect opportunity arose when they connected the space available at the railway station with funding to make use of it. They have now become an established part of Cupar’s heritage and are consulted in their own right on matters affecting the town’s future.

In their own words

As a former Royal and Ancient Burgh, Cupar has a rich heritage as a seat of judicial affairs and local government. Interest in collecting and documenting our history dates back to the mid-19th century, but it wasn’t until the 1980s that the local authority had any real plans to open museums in the north east Fife district. And even then, they ran out of money before they reached us.

Then about fifteen years ago, Heritage Arts and Leisure came on the scene. As Heritage Arts and Leisure we continued the tradition of holding local talks and collecting artefacts and aimed to become a centre of excellence from which a museum would emerge.

By chance we discovered that there was space available at Cupar Station, plus ScotRail were offering funding for community groups to ‘adopt a station’. It took us four years, from our expression of interest in 2007 to opening the doors for the first time in 2011, to piece together the funding and complete the building work.

We changed our name to Cupar Heritage in 2009 to reflect our activities more succinctly as another organisation was emerging with an arts focus.

People

We worked hard to enlist public support and now have more than twenty active volunteers from all walks of life. We have become a ‘go to’ organisation in our own right for matters relating to Cupar’s history and heritage – this in turn helps build our profile.

Governance

We chose to become a Scottish Charitable Incorporated Organisation to combine our charitable objectives with the right level of protection for our people and collection.

Being a museum

We have robust procedures for documenting our collection which we hope will hold us in good stead for Accreditation. We are running out of storage space and a priority for us is to address our storage needs.

We hope to become an Accredited museum one day. In the meantime we make the most of networking opportunities and take part in museum forum events where we can.

Finance

We are entirely volunteer run. We rely on donations from visitors, member subscriptions and occasional grants for specific projects. Our premises are on a long lease at a peppercorn rent.

We are most proud of...

  • Getting our museum up and running
  • Keeping our programme of talks going
  • Winning an award for our station project

Our advice for others

  • Do your homework - look at other museums and heritage centres to learn from others.
  • Network and get to know people.
  • Be patient. Not everyone will share your enthusiasm.
  • Build community support to get people behind you. Try and get local politicians on your side.
  • Make the most of advice and help from your local volunteer centre.

The Big Question

Choosing a governing model that allows you to operate and protects you and your collections is an important decision in setting up your museum.

These next critical questions will help you assess whether you are legally set up to run a museum and how you fit within the museum sector and wider world.

Are you well governed?

Resources

Understanding your context

Defining your purpose

Who is involved?

Governance models