Free Library and Rosenbach working on merger

The Free Library of Philadelphia Foundation would take over the Rosenbach Museum and Library under the terms of a letter of intent approved Tuesday by their boards.

The memorandum of understanding leaves important details to be negotiated, but aims to make the Rosenbach a subsidiary of the library by June 30.

Such a deal would likely require the approval of the Pennsylvania Office of Attorney General, and, depending on the way it is structured, perhaps also of Orphans' Court.

What is definite is that the Rosenbach will not alter its operation in a way the public would notice except for a change in signage, and to the extent that its collections and other materials would have a much wider audience in generous display spaces at the Free Library's central library. Leaders of both said the merger makes great sense given that in some areas - Shakespeare, for instance - one library's collection helps complete the other's.

"On so many levels it is a natural alignment," said Free Library president and director Siobhan Reardon. " . . . I do think the universe of knowledge around our rare collection is not gigantic, and would venture to say it's similar for the Rosenbach, so when you talk about the combination . . . the universe of people who can take advantage of both institutions grows exponentially."

"This is a two-plus-two-equals-five," said Derick Dreher, director of the Rosenbach, renowned among rare-book followers as home to the valuable Bay Psalm Book, papers of Dickens, hundreds of presidential letters, and thousands of pieces of Maurice Sendakiana both dark and whimsical.

An additional bit of resonance is historical: A.S.W. Rosenbach, the colorful antiquarian book dealer who founded the library and museum with his brother Philip, was a Free Library trustee for 30 years. He donated his collection of early rare children's books to the Free Library in 1947, and treasures of bibliophiles for whom he bought and sold rare volumes also ended up there.

Money is ultimately driving the merger. Though the Rosenbach laid off much of its staff in June after being hit with a deficit, no immediate crisis exists, leaders say. Organized through a trust from 1950, it has no mortgage or debt, and its endowment has grown through gifts in perpetuity that underwrite specific staff jobs. But operating grants are harder to land, and by living within its means the library and museum is not realizing its potential, says board chair Arthur Spector.

"All this requires operating at a very tight, low level, and I don't think the collection deserves that," said Spector, who first approached the Free Library Foundation in May.

The Rosenbach's budget requires that 75 percent of income be raised annually; the other 25 percent is from admission and membership fees, endowment income, and shop revenue. The current endowment market value is $5.2 million, with pledges bringing it up to $7.5 million.

"We're too reliant on philanthropic support," Spector said. The Free Library has a large, sophisticated development operation, and would help "bulk up our development staff."

"We're doing fine, but it's hard work, and we have not been successful in getting to the next level," said Dreher.

The merger would involve a transition fund raised by both libraries, to restore staff and build membership and philanthropic support so it is self-sustaining. The goal: $3 million over five years.

Leaders of both acknowledge that merging is a response to changing philanthropic practice. Foundations have grown less likely to give general operating support (grants unrelated to one-time programs), and those that do require more paperwork, which demands staff time the Rosenbach no longer has the resources for.

Bruce K. Fenton, the Pepper Hamilton lawyer working on the merger for the Free Library of Philadelphia Foundation (and also the Historical Society of Philadelphia's board chair), suggests that nonprofit mergers will increase.

". . . [T]here is a long-standing belief that there are too many nonprofit institutions," he said. "There are all sorts of institutions that serve incredibly important purposes, but organizations like William Penn and Pew have said that combinations of those institutions . . . would be a good thing for the city, because people keep going to the same donors asking for support, and there are only so many resources that our donor base, or that of any city, has."

The Rosenbach would be renamed the Rosenbach of the Free Library of Philadelphia Foundation.

The deed of trust crafted by Philip Hyman and Abraham Simon Wolf Rosenbach to create the museum and library says nothing that would prevent a merger - and in fact gives trustees explicit permission to distribute part or all of the collection.

"If the Trustees consider it better to house the collection belonging to the trust in an existing institution, they are authorized to do so," the deed states. It goes further, authorizing the trustees "to break up the collection and to make outright gifts of it, item by item, to any public library or libraries," or other organization.

"I think they realized that a static collection is something you didn't want. You always wanted to trade up," said Dreher.

Neither A.S.W. nor Philip Rosenbach married or had children, but a grandniece and -nephew are being informed of the change, Dreher said.

The memorandum of understanding outlines merger details only as they are currently intended. Specific terms would have to be negotiated before ending up in a consummated agreement. Among them: whether the Rosenbach would maintain a separate corporate structure; whether the Free Library Foundation would absorb its endowment; issues relating to donors; whether two boards would be kept, and, if so, what their responsibilities would be.

Likely outcomes are being discussed. No current employees would be let go as part of the merger, Spector said; director Dreher would stay, reporting to Reardon. The aim would be that the Rosenbach and the Free Library maintain separate boards, with some overlapping membership.

What kinds of governmental approvals are required depends on those details, said Fenton. Recent models are used as reference points: The joining of the Historical Society of Philadelphia and the Balch Institute for Ethnic studies in 2006 was a total integration of collections, board, and assets; the 2011 takeover by Drexel University of the Academy of Natural Sciences left each with a distinct identity.

Both libraries' officials noted that parts of the Rosenbach inventory and some rare-book holdings of the Free Library are complementary, and that programs and shows drawing on materials from both could attract more funding and a wider audience.

The Rosenbach is small but rich in many areas, reflecting the brothers' voracious buying and catholic tastes. It owns James Joyce's manuscript for Ulysses, the papers of poet Marianne Moore, Bram Stoker's notes for Dracula, Thomas Jefferson's inventory of slaves, more than 100 letters of George Washington, 600 of Lewis Carroll, and the largest manuscript materials relating to Dickens' Pickwick Papers and Nicholas Nickleby.

It also owns portraits by Thomas Sully and Gilbert Stuart, ancient Egyptian sculpture, the nation's largest collection of oil-on-copper miniature paintings, furniture and clocks, and other decorative items.

The Free Library has undertaken an inventory of its vast collection, which includes works of art. It may consider deaccessioning materials not related to its areas of strength. Though no decisions have been made, it has been in touch with New York auction houses.

The Rosenbach's most visible recent strength is its Maurice Sendak material, more than 10,000 objects. It owns only a few hundred; most are owned by the noted children's author's estate (he died in 2012). His will directs the estate to negotiate a deal with the Rosenbach that allows all items to remain. Additionally, the will leaves to the Rosenbach Sendak's own collection of rare children's books.

"What you can do with Sendak on the Parkway you can't do here. We have one room down there," said Spector, referring to tight exhibition space on the first floor of the Rosenbach's 1860s townhouses at 2008-10 Delancey Place.

Spector says that currently a Sendak exhibition - one opens in June  - might draw 15,000. "If we brought it over to the Parkway, there would be 500,000," he said.

Sendak himself provides another historical connection between the big repository on the Parkway and the jewel on Delancey. In 1966, he came to see the Free Library's important Beatrix Potter collection, and mentioned that he liked Melville. The librarian told him he might want to go over to a museum and library called the Rosenbach, kindling his long association.

Said Dreher: "The connections never stop."