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AMICO Executive Committee

Art Museum Image Consortium

Minutes of the
Executive Committee Meeting
January 27, 1998
Los Angeles, California

A scheduled meeting of the Executive Committee of the AMICO Board was held on January 27, 1998 from 2:00 - 5:00 p.m. at the Mirimar Sheraton Hotel, Los Angeles, California. Detailed Briefing Papers were distributed, and should be read in conjunction with these minutes.

In Attendance
Chair: The meeting was chaired by Harry S. Parker III, Chairman of the AMICO Board
Members: Maxwell Anderson, Hugh Davies, Vishakha Desai, Shirley Thomson.
Staff: Millicent Gaudieri and Anita DeFanis, Association of Art Museum Directors David Bearman and Jennifer Trant, Archives & Museum Informatics
Regrets: Robert Bergman, Malcolm Rogers

1. Background, Status Report and Plans
David Bearman and Jennifer Trant presented a briefing on recent actions and plans.

1.1 Five Year Plan
The AMICO Five-Year Plan [main points below] was presented and approved. Max Anderson and Vishakha Desai emphasized the importance of beginning as soon as possible with K-12. The Plan will be recommended to the AMICO Board.
Date Project Focus Activities (new and ongoing)
1997/98 Start up Define standards and procedures
1998-99 University testbed
  • Contract with RLG.
  • R&D project with OCLC Research Division.
1999-00 Public Library testbed
  • Contract with OCLC.
  • AMICO Library available for university & museum licensing.
  • R&D on K-12 distributors.
2000-01 K-12 testbed
  • Contractor not yet identified.
  • AMICO Library available for university and public library licensing.
2001-02 Internationalization
  • Make significant connections with foreign libraries of digital holdings and foreign distribution systems.
  • AMICO Library available for all licensees.
  • All distribution contracts re-negotiated.

1.2 University Testbed Project (Academic Year 1998-1999)

1.2.1 RLG As Distributor
The general provisions of the contract being negotiated with RLG to distribute The AMICO Library were presented by Bearman and Trant. RLG has agreed to act as an AMICO distributor for the University Testbed and the subsequent two years. It was noted that the agreement with RLG both represents a significant investment on their part. As a result, there are penalties in the contract should AMICO fail to meet its commitments. It was agreed that AMICO Counsel should review the final draft.

Moved by Max Anderson, seconded by Hugh Davies, that the Contract with RLG be approved in principle, subject to final signature by Harry S. Parker III. Carried unanimously.

1.2.2 Selection of Participants
The recommendations of the User and Uses Committee on selection of participants in the University Testbed were reviewed. It was felt that provision be made for acceptance of Harvard University's proposal, provided they further clarified how faculty would be involved in the use of the Library.

Moved by Hugh Davies, seconded by Vishakha Desai, that the recommendations of the Users and Uses Committee on the University Testbed Participants be recommended to the Board, subject to the proviso regarding Harvard University. Carried unanimously.

In addition, A&MI was requested to approach OhioLINK and the California Digital Library (which proposed to be testbed participants) to discuss the possibility that they become future year distributors.

1.2.3 Compilation of the 1998 Testbed Library
The very tight schedule for compilation of the initial (testbed year) AMICO Library was discussed. It was agreed that all Board members need to be aware of, and committed to, the schedule. The Executive Committee approved the schedule below and agreed to the deadlines.
Date Task
January 31 Receive the full listing of works to be included in The AMICO Library from all members
February Receive test data from all AMICO members, and develop a specification for the testbed year web site and subscription product
by March 31 Receive the full data, including images, on each work of art and the signed License to AMICO from all members
April Collate the data into a unified file and run verification routines in April
April 31 Turn over the integrated file to RLG
May Return the verified data to members
June Test the RLG web site application in June
July/August Test the RLG subscription product application in July and August

1.3 Planning for Public Library and K-12 Activities
Issues requiring attention now so we will be ready for future years were discussed. A&MI was authorized to seek partners to plan public library and K-12 testbeds. Collaborative activities were stressed, and A&MI was authorized, if appropriate, to apply for funding for AMICO from TIAPP and/or IMLS and/or pursue negotiations with OCLC to make The AMICO Library available through public libraries and possibly K-12 education in 1999/2000.

2. Formalizing AMICO as an Organization
The need for AMICO to have mechanisms of governance, was discussed.

2.1 Appointment of General Counsel
Bearman and Trant proposed accepting an offer by Michael Shapiro, General Counsel, National Endowment for the Humanities, to serve as General Counsel to AMICO at a highly discounted fee. The proposition was discussed, and enthusiastically approved. Harry Parker will appoint Michael Shapiro as General Counsel, AMICO.

2.2 Incorporation of AMICO
It was agreed that AMICO should plan to incorporate as a separate organization from the AAMD Educational Foundation, sometime in the first 1/2 of 1998. General Counsel will be instructed to act on this timetable.

2.3 Operations, ByLaws and Committees
It was agreed that formalization of AMICO's operations was necessary, including establishing terms of membership on the Board, giving the Executive Committee the power to act on behalf of the Board, and giving the Chairman power to sign contracts on behalf of AMICO. Bylaws for AMICO should be drafted by General Counsel.

The Executive Committee recommended to the Chairman that Committees be established to guide AMICO's operations. The Executive Committee would make operational decisions for the Consortium, on behalf of the Board. Other committees for Development and Membership would be responsible for identifying and soliciting support for AMICO's activities, and recruiting and approving new members. This framework will be presented to the Board.

2.4 Membership
Membership terms, the plans for membership growth, and the requirements for members to sign agreements contributing their documentation to AMICO were reviewed and discussed.

2.4.1 Membership Growth and Goals
The membership criteria adopted in October were reaffirmed: any non-profit institution holding works of art and willing to abide by terms of membership is eligible to join AMICO whether a member of AAMD or not and whether in North America or not.

The Executive Committee accepted membership growth targets as projected (twelve members next year) and agreed to try recruit 3-4 foreign national art galleries to join AMICO. In addition, A&MI was authorized to continue developing relationships with other digital art library initiatives with an eye to possibly exchanging content in the future.

AMICO Chairman Harry Parker called for acceptance of a goal of 250,000 works and 100 AMICO members in five years and the commitment to make The AMICO Library the place to look for art on-line. This goal, and the membership growth strategy, were heartily embraced and it was agreed to present both to the Board.

2.4.2 Membership Committee
It was agreed that a Board Membership Committee was needed. Bob Bergman was proposed as Chair (in abstentia);Harry Parker agreed to contact him with the Executive Committee's invitation.

Membership procedures and agreements will be drafted by A&MI, in consultation with the Membership Committee, and with the assistance of AMICO General Counsel. These will be based on the circulated DRAFT AMICO Membership Criteria and Process.

The first new members will be invited to join AMICO in July of 1998.

2.4.3 Membership Agreement
A formal membership agreement will be necessary for AMICO. A&MI were instructed to work with General Counsel on drafting this, for presentation at the next Board meeting.

2.5 Advisory Committee
The proposed Advisory Committee, including representatives of AMICO's various constituencies was discussed and approved. Archives & Museum Informatics was asked to approach its initial members. The Executive Committee and Board will consider adding other members at a later date, particularly to ensure international representation.

Moved by Vishakha Desai, seconded by Hugh Davies, that Harry Parker invite the proposed members to form an Advisory Committee to AMICO.

3. Legal Language of Licenses
The need for legally binding licenses was discussed. Terms drafted by AMICO Committees were approved in principle. General Counsel will be instructed to draft the necessary documents.

4. Finances

4.1 Budgets and Costs to Date
AMICO's five year budget, current year budget and AAMD expenditures to date were presented and reviewed. It was agreed that expenditures prior to October 1 were for AAMD planning of AMICO and that the AMICO Chair would ask the AAMD Trustees to absorb those expenses in their budget.

It was agreed that expenditures for AMICO since October 1 should not cause AAMD to be in a negative cash-flow position as a result of AMICO at the end of this fiscal year (June 30, 1998). Since the current projection is that AMICO expenditures would cause this result, it was agreed that if other sources of funding do not become available prior to June 30, AMICO members (probably institutions represented on the Executive Committee) might be asked to advance payment of their dues to AMICO so that funds would be received by AAMD prior to June 30. Harry Parker, Mimi Gaudieri and A&MI will monitor this situation.

4.2 Fundraising
The Executive Committee reviewed AMICO's fundraising needs to through 2002, when AMICO's deficit will peak. It heard a report on the status of A&MI discussions with the Mellon Foundation.

It was agreed to establish a Development Committee. Max Anderson was nominated as Chair and accepted. The Committee was instructed to pursue further funding opportunities, including IMLS and TIIAP grant runs this spring, and approaches to foundations other than the Mellon.

4.3 Fallback Position
It was acknowledged that AMICO needs to explore other options for ongoing financing, in order to ensure its ongoing activities, should philanthropic or grant support be delayed or not forthcoming.

5. Future Opportunities

A&MI was authorized to discuss the possibility of linking The AMICO Library with JSTOR, as proposed by the officers of the Mellon Foundation.

5.2 Macmillan Reference and the Grove Dictionary of Art
The letter from Ian Jacobs, Managing Editor of Macmillan Reference was reviewed, and the possibility of linking The AMICO Library to this resource was discussed. It was noted that this is the kind of opportunity that would only come to AMICO, as Macmillan does not see it possible to negotiate separately with individual museums. Several issues remain unclear, though. including the nature of the images and rights required, possible license fees, and the distribution of possible income. A&MI was authorized to continue discussions with Macmillan, bearing in mind the educational mission of AMICO. It would be essential that any agreement did not interfere with the ability of individual AMICO members to license their works independently.

5.3 National Level Agreements
A&MI reported on discussions with the Joint Information Systems Committee (JISC) a body funded by the Higher Education Funding Council for England, the Scottish Higher Education Funding Council , the Higher Education Funding Council for Wales, and the Department of Education, Northern Ireland, about the possibility of providing The AMICO Library to UK higher education users. A&MI was authorized to continue this discussion.

5.4 Software Development
A&MI described the interest of potential distributors of The AMICO Library in developing delivery and use software that will enhance the value of The AMICO Library. It was agreed that a Distributors Development Agreement should be drafted, under which such organizations would be given free license to The AMICO Library for a limited period of time for the sole purposes of software development and testing.

6. Board Meeting Agenda Review
The Agenda for the Board meeting was reviewed and approved.

7. Other Business

7.1 Other Museum Licensing Activities
Other activities in the museum and imaging licensing areas were noted and their agendas reviewed. AMICO's position as the sole activity museum-governed initiative focused on the creation of a digital art library with international content, from the collections of international museum members, that included contemporary works of art was noted

7.2 Bridgeman Art Library
A proposal from the Bridgeman Art Library outlining a means of collaboration with AMICO was distributed. It was agreed to present this to the Board, but not to endorse it, as Bridgeman has a commercial mandate, and this activity would be outside the realm of AMICO's stated mission.

7.3 Next Meeting
It was agreed that the Executive Committee of AMICO would meet again in conjunction with the AAMD meeting, to be held in Worcester, MA, June 2-4, 1998.

8. Adjournment
The meeting was adjourned at 5:00 p.m.

Prepared by Archives & Museum Informatics
May 26, 1998

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