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Following the Mellon Foundation grant, officers of the Society and NYU began work on a formal contract establishing terms and arrangements for an af­filiation. After nine drafts of the contract, NYU and the Society still were unable to reach an agreement, and on February 15, 1994, Rochell wrote to the Mellon Foundation, formally asking for a one-month extension. The Foundation granted the request.

Even with the extension, Rochell and Ross still struggled to come to an agree­ment. The major points of contention centered around NYU's desire to estab­lish clear lines of authority through the establishment of a library advisory board; NYU's redefinition of the library collections to include the prints, photographs, and architectural drawings; and the inclusion of non-New York colonial materi­als in NYU's representation of the Society's mission statement. Ross contended that these points would prove unacceptable to government officials, who had agreed to fund "an integrated Society," not a fragmented one. Ross and Winokur planned to present the contract for action at the Society's board meeting set for March 15, 1994, the very day the Mellon Foundation's grant was scheduled to lapse.

On March 14, 1994, Ross and Winokur received a letter from a group of pub­lic officials.

The letter was jointly signed by Ronnie Eldgridge, council member; Franz Leichter, state senator; Ruth Messinger, Manhattan borough president; Manfred Ohrenstein, state senator; Scott Stringer, state assembly member; and Elizabeth Starkey, chair of Community Board Seven.
The letter expressed "dismay at the complete lack of communica­tion regarding the Board's planning for the future of The New-York Historical Society." It also urged the Society's board to table any action regarding the New York University contract until city and state elected officials had been briefed.
Apparently, an effort to brief public officials had been planned, and a meeting between Ross and a group of politicians had been scheduled for Friday, March 11. Unfortunately, the meeting was canceled at the last minute, although who was responsible for canceling it is a matter of debate. (H. Winokur Jr, personal communication, 1995).
The letter further stated that "if the Board decides to move ahead with this de­cision without any public comment our future commitment to the Society will be in jeopardy." The letter concluded: "We hope you reconsider the manner in which you are managing the Society and take steps to address the serious breach of trust that has resulted from your management."

On the morning of March 15, an article appeared in the New York Times de­scribing the basic terms of the proposed contract. "The board of the financially starved New-York Historical Society," the article began, "is to vote this morning on an arrangement that would hand over to New York University effective con­trol over nearly all of the Society's holdings other than its art collection. Much of the art collection is expected to be sold later this year to help raise money for the Society."

Goldberger (1994).
Neither of these first statements was entirely accurate. While it was true that NYU argued in the contract for an independent advisory board to over­see the library, that board was going to report to, and be controlled by, the N-YHS board. Second, the Society did not intend to sell much of its art collection. The tone of the article was to characterize NYU's potential affiliation with the Soci­ety as a hostile takeover. This characterization was adopted as fact by many observers of die situation, including most of the important public officials.

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Source:  OpenStax, The new-york historical society: lessons from one nonprofit's long struggle for survival. OpenStax CNX. Mar 28, 2008 Download for free at http://cnx.org/content/col10518/1.1
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