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AMICO Executive Committee

AMICO Executive Committee
Minutes of the Meeting
September 28, 1998
Whitney Museum of Art
New York City

Attendance: Harry Parker (chair), Maxwell Anderson, Vishakha Desai, Hugh Davies,

Samuel Sachs

Regrets: Malcolm Rogers, Robert Bergman

Staff: Jennifer Trant (Executive Director), David Bearman (Director, Strategy and Research), Michael Shapiro (General Counsel)




1. Call to Order *

2. Minutes of the last meeting *

3. Executive Committeee Membership *

4. Operations and Projects *

4.1 AMICO Membership Agreement *

4.2 Indemnification *

4.3 Electronic Information Policies *

4.4 AMICO Library University Agreement *

4.5 Distribution of Revised Drafts of Agreements *

4.6 University Testbed Usage Statistics *

4.7 AMICO Library Quality and Data Integration *

4.8 Other Distributors *

4.9 Art Museum Network (and AMICO web sites) *

5. Budgets, Funding and Staffing *

6. Executive Session *

7. Artists Rights *

8. Membership Recruitment *


  1. Call to Order
  2. After lunch and informal discussion of membership and recruiting, the meeting was called to order at 2:00pm.

  3. Minutes of the last meeting
  4. Minutes of the last meeting were reviewed; it was noted that they reflected a reconstruction of the meeting as the original notes were stolen.

    Motion — Hugh Davies: That the minutes of the June meeting be approved.

    Second — Max Anderson

    Approved — Unanimously.


  5. Executive Committee Membership
  6. By unanimous assent, Samuel Sachs was nominated to join the Executive Committee. His membership will be recommended to the Board at the next meeting in January 1998, prior to the AAMD.


  7. Operations and Projects
    1. AMICO Membership Agreement
    2. Jennifer Trant reported that all but one Founding Member had signed and returned the Membership Agreement, prior tot he launch of the Testbed the end of August 1998. A few minor modifications in the agreement were permitted, including elimination of the arbitration clause in the Getty agreement, changes in choice of law for some public institutions, and the inclusion of modifications to some language to exclude "undue burden" on the members.


    3. Indemnification
    4. The stumbling block for the Los Angeles County Museum of Art has been the question of Indemnification The Walker Art Center also raised this issue in a cover letter returned with their Membership Agreement, asking the Executive Committee to review the terms of indemnification. LACMA also requested clarification on AMICO’s insurance

      Michael Shapiro outlined the issues. He also reviewed the case of Corel vs. Bridgeman which was recently argued in the 5th District Court. Executive Committee members discussed options.

      It was agreed that the purpose of the AMICO D&O insurance was that it was to be used to protect members and officers.

      Motion - Max Anderson: "Be it resolved that in the case of any damages arising from intellectual property violations, the AMICO Directors & Officers Insurance policy will be used as a first recourse in settling claims."

      Seconded — Sam Sachs

      Approved — Unanimously

      The Executive Committee also asked Jennifer Trant to explore extending the limits of the policy to $2 and $5 million and to report back to the January 1999 meeting.

      It was further agreed that AMICO was built on mutual trust and that the terms "jointly and severally indemnify and hold harmless" in the indemnification clause of the AMICO membership agreement were an appropriate expression of AMICO policy and should not be altered.

    5. Electronic Information Policies
    6. It was noted that, as discussed at the AMICO Members Meeting in Los Angeles, many AMICO institutions do not have Electronic Information Policies in Place. It was agreed that Michael Shapiro would prepare a workshop on electronic information policies, that included the discussion of a sample policy. This workshop would be offered to AMICO members and others in conjunction with Museums and the Web, in New Orleans in March, 1999.

    7. AMICO Library University Agreement
    8. Jennifer Trant reported that the University Testbed came online on August 24 as the Research Libraries Group (RLG) had agreed. Most universities have signed agreements and are now using the library. Columbia, Texas, Princeton and Harvard have not yet signed, but the issues posed by them are expected, ultimately, to be resolved. Cal State has withdrawn from the Testbed, citing budgetary restrictions.

      Trant noted that The AMICO Library University Agreement will, very likely, need to be substantially simplified and adapted, especially with respect to record keeping, if we are to succeed in licensing next year. The volume of licensing in university libraries has now become so great an administrative burden that there is little willingness to agree to monitoring and reporting obligations. A possible compromise may be two university agreements — one with limited resolution, downloading or adaptation rights and no monitoring and one with higher resolution, local mounting and adaptation rights with monitoring. Trant and Bearman will continue to explore this issue with the University Testbed Participants.

    9. Distribution of Revised Drafts of Agreements
    10. Changes to both the AMICO Membership Agreement and The AMICO Library Museum and University Agreements will be summarized by Michael Shapiro. A revised/amended AMICO Membership Agreement will be circulated in the coming months. Members will have the option to sign the revised agreement if they wish.

      Both the university and museum license will be redrafted to reflect changes proposed and accepted already, and in the latter case, to simplify the presentation. In developing a public library license, AMICO will need to consider a limitation on quality of image reproduction.


    11. University Testbed Usage Statistics
    12. It was noted that the Research Libraries Group will be keeping statistics on the use of The AMICO Library during the Testbed, and that these will be shared with AMICO Members and University Testbed Participants.

    13. AMICO Library Quality and Data Integration
    14. The varying quality of the cataloging contributed to The AMICO Library was noted by the Executive Committee. Trant reported on the establishment of an Editorial Committee at the Members’ Meeting in Los Angeles, to standardize usage of fields and to work with the various vocabulary tools developed by the J. Paul Getty Trust. The Executive Committee agreed that we should try to standardize usage as much as possible, but that rather than enforce particular rules, AMICO would work with thesauri and search engines to integrate the library virtually. It was noted that, while the GII was no longer going to operate as an independent program, the Trust was likely to preserve the Vocabulary. AMICO will continue its work on matching routines, and collaborate on the maintenance and development of these tools.

    15. Other Distributors
    16. Negotiations will be taking place this fall and winter with other distributors of The AMICO Library (besides RLG). Talks have begun with OhioLINK and the California Digital Libraries. Preliminary discussions with the Videomuseum Association are continuing to seek a basis for collaboration with French museums.

      Discussions include both the terms for making the Library accessible and consortial pricing models. These models were discussed and it was the sense of the Executive Committee that consortial agreements should not be negotiated to return less than 50% of the income which AMICO could reasonably expect to receive from the members of a consortium if they all subscribed separately. As an example, it was noted that few OhioLINK universities could reasonably be expected to subscribe, while a larger portion of RLG members and California Digital Library institutions would be expected to subscribe, even if individually.

      It was agreed that the goal of subscriptions in these first years of AMICO are to encourage broad use and that experiments providing access to K-12 and public library users by the distributors should be encouraged. These guidelines, along with the desirability of three year agreements to give AMICO a sound basis for income projections in these early years, were accepted as the basis for a negotiations. Bearman and Trant will report to the Board at its January 1999 meeting on progress made in securing contracts for multi-institutional subscriptions.


    17. Art Museum Network (and AMICO web sites)

    Max Anderson reported that the Art Museum Network would be moving to the Whitney, which was assuming its debts from the Art Gallery of Ontario. He also reported that the AAMD will receive some support for the AMN through a gift from Intel. AMN will continue to host the AMICO Public and Members’ web sites.


  8. Budgets, Funding and Staffing
  9. Jennifer Trant and David Bearman reported on the management of AMICO, which has continued under contract to Archives & Museum Informatics. They recommended formal naming of Jennifer Trant as Executive Director, and hiring of a Member/Client Services Coordinator and a Technical Services Coordinator as soon as possible. Bearman will fulfill the role of Directory, Strategy and Research on a part-time consulting basis.

    Trant and Bearman reported on and urged formal adoption of the FY 1998/99 budget. It shows the likely receipt of an IMLS grant by IUPUI in partnership with AMICO (confirmed by an announcement that day). Other grant proposals have not yet been decided on, but are not highly likely.

    Harry Parker and Max Anderson will accompany Trant and Bearman to the Mellon Foundation on September 29 for an informal meeting with their Secretary, Richard Ekman. Other fundraising efforts should be considered this fall.


    Motion — Max Anderson: Be it resolved that the goal of the 1999/2000 budget should be to show an equal proportion of income from membership and license fees.

    Seconded — Vishakha Desai

    Approved — Unanimously

    It was further agreed that AMICO should set a goal of balancing its budget within three years. Finally, it was agreed to attempt to reduce the AMICO debt through distribution of any surplus income at the end of each Fiscal Year, as was done in July 1998, based on the percentage of overall debt owed each party.


  10. Executive Session
  11. The Executive session approved hiring plans and the FY98/99 budget. Archives & Museum Informatics will present a formal proposal to the Chairman for staffing and administering AMICO based on these plans.


  12. Artists Rights
  13. The desirability of finding a basis for agreement with contemporary artists concerning licensing of educational use of their works was discussed. It was agreed that this is of great importance to AMICO members and the long-term viability of The AMICO Library, and of particular concern to museums of contemporary art.

    Discussion centered on the need for AMICO to have a position and give a consistent message. It was agreed that past history of museums having different policies created some bad feelings among artists, but that museums are asserting intellectual property rights of their own and therefore need to respect the rights of others.

    It was agreed that a resolution on Artists Rights should be taken to the AMICO Board in January: that "AMICO would share income it receives from licensing works of contemporary art when this activity (within the framework of AMICO as a not-for-profit organization) ‘makes a profit’".

    The Executive Committee authorized Trant and Bearman to proceed with artists rights organizations on the basis that AMICO is not opposed to sharing income with contemporary artists, in proportion to the works in The AMICO Library. Any concrete agreements should be brought to the full Board for approval, in January 1999 if possible.


  14. Membership Recruitment
  15. Harry Parker reminded the members that a growing membership is critical to AMICO’s success, for symbolic and financial reasons. He welcomed the three new members to the Consortium (The Frick Collection, The Whitney Museum of American Art, and the Library of Congress). Max Anderson reported that the Detroit Institute of Arts and the Hermitage had also agreed to join AMICO.

    The Executive Committee reviewed a list of AAMD members and each member of the present agreed to personally contact specific individuals about membership, and report back to the Executive Committee.


  16. Adjournment

The meeting was adjourned at 5:00.

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