The Wilmington Historical Society Board of Trustees has accepted and adopted as its ethics policy the American Association for State and Local History Statement of Professional Standards and Ethics (As Adopted by AASLH on 6/02), with the addition of a Part E under Conflict of Interest which serves to clarify that portion.
The American Association for State and Local History is a membership organization comprised of individuals, agencies and organizations acting in the public trust, engaged in the practice of history and representing a variety of disciplines and professions. The Association expects its members to abide by the ethical and performance standards adopted by all appropriate discipline-based and professional organizations. The following ethical statements and related professional standards are provided for the guidance of all members of the Association. The Wilmington Historical Society is a member in good standing of the American Association for State and Local History, and as such, the Wilmington Historical Society Board of Trustees makes these standards its own.
Historical Resources including Collections and other evidence of the past, provide the tools through which we interact with the past and are the bedrock upon which the practice of history rests. In fulfillment of its public trust, the Wilmington Historical Society Board of Trustees and those associated with it must be responsible stewards of the collections within their direct care and are challenged to be advocates on behalf of the historical resources within the Wilmington community.
A. Wilmington Historical Society board members shall give priority to the care and management of the collections within their care and always shall act to preserve their physical and intellectual integrity.
B. The Wilmington Historical Society Board of Trustees shall manage historical resources, including collections, in accord with comprehensive policies officially adopted by its governing authority.
C. Collections shall not be capitalized or treated as financial assets.
D. Collections shall not be deaccessioned or disposed of in order to provide financial support for the institutional operations, facilities maintenance or any reason other than preservation or acquisition of collections, as defined by institutional policy.
E. Historical resources shall be acquired, cared for and interpreted with sensitivity to their cultural origins.
F. It is important to document the physical condition of collections, including past treatment of objects, and to take appropriate steps to mitigate potential hazards to people and property.
Providing non-discriminatory access to historical resources through exhibitions, tours, educational programs, publications, electronic media and research is critical in fulfilling the public trust and mission of the Wilmington Historical Society. Access and limitations of access are governed by institutional policies and by applicable rights of privacy, ownership and intellectual freedom.
Historical interpretation may be presented in a variety of formats.
A. All interpretation must be based upon sound scholarship and thorough research.
B. Intellectually honest interpretation reflects the cultural context of the subject matter and recognizes the potential for multiple interpretations.
C. No interpretation shall use collections in a consumptive manner, except as categorically delineated and specifically allowed within the collection policy.
The primary responsibility for governance, institutional policies, financial stability and legal accountability of the Wilmington Historical Society rests with the Board of Trustees. Operational responsibility rests with the staff, paid or volunteer.
A. Individuals employed in the practice of history deserve respect, pay and benefits commensurate with their training, dedication and contribution to society. Volunteers deserve the same consideration as their paid colleagues.
B. The Wilmington Historical Society shall maintain personnel policies, adopted by the Board of Trustees and distributed to all staff, documenting the terms of employment.
C. The Wilmington Historical Society has the responsibility to engage personnel, including volunteers, who have appropriate training and expertise and to provide them with opportunities for additional training necessary to continue to meet their responsibilities.
D. If the Wilmington Historical Society Board of Trustees employs an administrator, that person alone is responsible for the employment, discipline and release of all other staff, subject to established personnel policies.
E. The Wilmington Historical Society Board of Trustees shall maintain financial records from which accurate information can be generated to manage in a fiscally sound manner.
Revenue Producing Activities
Activities that involve the marketing and sale of products, programs, services, and facilities are acceptable ways to produce support revenues and increase public awareness of, and participation in, historical activities.
A. No such activities shall be undertaken that violate or compromise the integrity of the Wilmington Historical Society’s mission, the ability of it or individual to meet professional standards or the Wilmington Historical Society’s not-for-profit status.
B. Control of a product (e.g., exhibition, publication, program) shall neither be delegated nor abrogated to outside parties in order to obtain financial support.
C. The Wilmington Historical Society Board of Trustees shall review the potential cultural sensitivity of materials considered for commercial use with representatives of the appropriate affiliated communities.
Conflict of Interest
The Wilmington Historical Society exists to serve the public interest and must always act in such a way as to maintain public confidence and trust.
A. All Wilmington Historical Society Board of Trustees, members, employees and volunteers shall be careful to avoid the appearance and the reality of using their positions or the information and access gained from their positions for personal gain or for the benefit of another organization. They must exercise discretion and maintain the confidential nature of proprietary information.
B. Board members, volunteers and employees shall refrain from personal collecting in any manner that conflicts with the interests or credibility of the Wilmington Historical Society and its policies. The Wilmington Historical Society is encouraged to obtain statements of personal collecting interests before individuals become associated with them.
C. Collections shall not be made available to any individual on any basis for personal use, either on or off the premises or for any other purpose and contrary to the adopted collections policies.
D. The Wilmington Historical Society’s representatives must protect the integrity of this institutions from both the reality and the appearance of undue influence by donors, sponsors and other sources of financial support.
E. The Wilmington Historical Society adds here and adopts the “Conflict of Interest Policy” as set forth in Appendix A of the “Application for Recognition of Exemption Under Section 501 (c) (3) of the Internal Revenue Code (Revised June 2006 Edition) as follows:
Purpose The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (Wilmington Historical Society’s) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer, trustee or director of the Wilmington Historical Society or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
1. Interested Person
Any director, principal officer, trustee, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
a. An ownership or investment interest in any entity with which the Wilmington Historical Society has a transaction or arrangement,
b. A compensation arrangement with the Wilmington Historical Society or with any entity or individual with which the Wilmington Historical Society has a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Wilmington Historical Society is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
1. Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
2. Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
3. Procedures for Addressing the Conflict of Interest
a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
c. After exercising due diligence, the governing board or committee shall determine whether the Wilmington Historical Society can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Wilmington Historical Society’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
4. Violations of the Conflicts of Interest Policy
a. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
b. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall contain:
a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
a. A voting member of the governing board who receives compensation, directly or indirectly, from the Wilmington Historical Society for services is precluded from voting on matters pertaining to that member’s compensation.
b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Wilmington Historical Society for services is precluded from voting on matters pertaining to that member’s compensation.
c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Wilmington Historical Society, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
a. Has received a copy of the conflicts of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the Wilmington Historical Society is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of objective bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Wilmington Historical Society’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, the Wilmington Historical Society may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
The Wilmington Historical Society shall act to ensure that the breadth of American cultural experiences and perspectives is represented accurately in all programmatic, staffing and operational activities The Wilmington Historical Society shall provide leadership to the field in becoming representative of our diverse society through equity in staffing, training, collecting, programming and marketing.
Historical scholarship and interpretation depend upon free and open exploration and interpretation of the human experience.
A. At the same time, the Wilmington Historical Society must respect other legal, ethical, and cultural standards regarding individual privacy, human-based research and access to and use of sensitive cultural materials.
B. The Wilmington Historical Society and its representatives shall respect the rights and authority of individuals and cultures that had no voice in the disposition of those collections related to them.