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Reading the Fine Print: What’s Wrong with the Fisk/Crystal Bridges Agreement? CORRECTED

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The heading of the 64-page, court-filed roadmap for $30-million collection-sharing arrangement between Fisk University and Crystal Bridges Museum

In yesterday’s BlogBack, former Crystal Bridges curator Chris Crosman laid out his arguments in favor of Fisk University’s $30-million sale of a half-share in its Stieglitz Collection to Alice Walton‘s Crystal Bridges Museum of American Art. The bulk of the proceeds—some $22.5 million—is to be used to beef up the financially shaky university’s endowment. Professional artworld guidelines (which Crosman criticized) stipulate that proceeds from art sales should be used for the benefit of the collection, not for general operations, capital expenses or payment of debts.

An examination of the 64-page, court-filed document setting out all the terms of the Fisk-Crystal Bridges agreement (court approval of which was first reported two weeks ago on CultureGrrl, here) reveals that while Crystal Bridges will own a half-share of the collection, it will have the lion’s share of control over it, as well as the possibility of one day acquiring it in full. The half-sale of the collection violated the written no-sale stipulation of its donor, artist Georgia O’Keeffe, requiring Fisk to obtain court approval to deviate from the conditions of gift.

As indicated in the preliminary agreement between the two parties (which I first reported about in 2007), the final court-approved agreement puts Crystal Bridges in the driver’s seat, by giving it power to select (in consultation with Fisk and with the university’s approval) four of the five members of the joint Collection Committee overseeing the art. Aside from the chief curator or director of Fisk University Galleries, the other committee members will be: the chief curator of Crystal Bridges; a conservator “proposed by Crystal Bridges”; a “noted scholar” on American Modernism, “proposed by Crystal Bridges”; “an individual with significant experience in the art museum industry, proposed by Crystal Bridges.”

What’s more, the agreement gives the Arkansas museum the right of first refusal if Fisk ever decides to sell its half-share of the collection. (The agreement also gives Fisk a right of first refusal in the highly unlikely event that Crystal Bridges should decide to sell and that Fisk would have the money to buy.)

To protect the collection from possible future creditors (perhaps in light of the University’s tenuous financial condition), Fisk and Crystal Bridges are establishing a Tennessee limited liability corporation, Stieglitz Art Collection LLC, to shield the artworks from liquidation.

According to the Operating Agreement of Stieglitz Art Collection LLC (beginning on p. 10 of the above-linked court document), the collection, now at Fisk, will be shown at Crystal Bridges from Fall 2013 to Summer 2015 and will (subject to possible schedule revisions) shuttle between the two venues every two years. This means that O’Keeffe’s intended beneficiaries, Fisk students seeking to view and study the collection, will have easy access to the works for only two of their four undergraduate years. Crystal Bridges will bear all costs of packing and shipping, both ways. Costs of conservation, restoration, repairs and cleaning are to be shared equally, according to the agreement.

The agreement appears to provide some wiggle room for deviation from donor O’Keeffe’s stipulation that the entire collection be exhibited intact. The Collection Committee can, at its discretion, authorize “an appropriate curatorial representation of the collection,” with selections from each of five categories. The stated purpose of this fractional display is “to follow appropriate practices and guidelines for preservation of the Collection”—a concern that’s appropriate for light-sensitive works on paper, which need to be rotated off view, but seems less pertinent to painting and sculpture.

Also loosening O’Keeffe’s written restrictions is the provision that the Collection Committee “shall take into account” (rather than “adhere to”) O’Keeffe’s “concept” that the collection be exhibited separately from other works, on white or light-colored walls, in a dedicated room or rooms.

Another provision will require the Collection Committee to “consider [rather than “adhere to”] the intent of Georgia O’Keeffe,” in deciding whether to loan works to other institutions. (She forbade all loans, except for those to one-person retrospectives at major museums.)

Fisk, according to the agreement, “proposes utilizing” $3.9 million of the $30-million sale proceeds to fund an endowment for care of the collection. Another $1-million gift from Alice Walton will be used as an endowment to renovate and maintain Fisk’s Carl Van Vechten Gallery, where the Stieglitz Collection is displayed.

In her statement hailing the long-sought, hard-fought agreement, Fisk’s soon-to-retire president, Hazel O’Leary exulted that the Walton windfall would “ensure the future financial security of Fisk, with most of the funds being used to strengthen Fisk’s endowment.”

Surprisingly, though, Fisk’s announcement makes no mention of allocating the proposed $3.9-million endowment for care of the collection, as contemplated in the court document’s description of the agreement. This may not bode well for Fisk’s future stewardship of Georgia O’Keeffe’s gift. [NOTE: See CORRECTION below.]

Some $5.9 mlllion will be used to defray “direct and indirect costs of seven years of litigation (including accounts payable).” One wonders how legal costs would have been paid had the financially strapped Fisk lost its court battle for the $30 million. (Could this have been a contingency-fee arrangement?)

For a more detailed breakdown of how Fisk plans to apportion its $30-million bonanza, read the university’s full announcement, here.

CORRECTION: While there’s no mention of the $3.9 million endowment for care-of-collection in the detailed breakdown of the allocation of the $30 million (enumerated at the end of Fisk’s announcement), a CultureGrrl reader has pointed out that the third paragraph of the announcement does state this: “Fisk has also created a special endowment at The Community Foundation of Middle Tennessee, into which Fisk will pay $3.9 million. That fund may be used only to pay the costs associated with the care and exhibition of the Collection.”

I regret and apologize for my error.

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