Case study: the Family Planning Association

01/05/2019: FPA staff member calls Wellcome Collection with news that FPA is closing imminently.

At this stage, the amount of information that the FPA staff member has is limited: they don’t know what records are held in FPA’s offices, whether FPA is authorised to transfer the records or whether ownership has transferred to the liquidators, and when exactly the organisation is closing (at this stage, they believed closure would be as soon as the end of the week).

02/05/2019: Wellcome Collections Development team call their key contact at FPA to find out more about the situation, focusing on questions around ownership and the overall extent of material for possible transfer.

Following this, the team at Wellcome start clearing their calendars and considering the logistics of potentially bringing onsite a large amount of material at very short notice.

Wellcome contact the Crisis Management Team for Business Archives for advice on the following:

• Who legally owns the records of an organisation once it announces insolvency? Is this the charity itself or the company co-ordinating the liquidation?
• Should Wellcome Collection speak to the liquidators directly to request this information, or should this be led by the organisation itself?
• Who is responsible for signing the donation agreement, ensuring the records have been legally transferred?

At this point, the FPA inform Wellcome that the liquidators have ownership of the records. Wellcome approach the liquidators to seek their permission to donate the archive to Wellcome making the case that the archive records do not have financial value and so are unlikely to be of interest to them as assets.

The Collections Development team then contact FPA to discuss the records that are held with an offsite storage provider. They ask if it is possible for FPA to withdraw these records before the official liquidation, offering to pay any related costs.

The team then contact the Belfast and Wales branches of FPA to enquire about potential further FPA records that may be held in Belfast and Wales.

03/05/2019: Wellcome is contacted by an FPA trustee who provides new information on the closure of FPA: the official liquidation date is 14th May. This means that FPA still has legal ownership of their assets, and as such are able to authorise the transfer without needing permission from the liquidators.

The Collections Development archivists visit FPA’s office in London and fill 32 boxes of archival material on the day. Records are not listed due to time constraints, and instead plans are made to list and organise the material once transferred to Wellcome.

Policy records and sensitive material are not boxed up at this stage as FPA need to discuss this further and decide whether they are happy to transfer this material.

At the end of the site visit, a hard drive is left with FPA to add born-digital records for transfer.

Staff at FPA try to obtain information about material held in off-site storage.

A donation agreement is sent to FPA trustees to sign, to formally transfer ownership of the records to Wellcome. In normal circumstances, this agreement would include a full list of records for transfer in the appendix. In this case, the extent of material for transfer is kept deliberately broad and open-ended, as it is unclear what the extent of born-digital material or records from off-site storage might be.

07/05/2019: Donation agreement for FPA archive material signed by FPA trustee and returned to Wellcome.

08/05/2019: Additional material (mostly books) is collected from an FPA staff member’s home, who had taken the material home for safekeeping.

09/05/2019: The FPA agree to donate policy records and these are collected. FPA decide that they do not want to transfer more recent trustee minutes or records with sensitive information on individuals. Although Wellcome have robust access procedures for managing sensitive data ethically and legally, it was not possible within the time constraints to reassure the donor sufficiently about how we would hold this information securely.

FPA obtain list of boxes held with the offsite storage provider. From this list, Wellcome identifies boxes of potential archival value and arranges for these to be transferred from storage to Wellcome. Due to limited information on the list, decisions are made at a high level with need for further appraisal once transferred.

10/05/2019: The archive team arrange a courier to collect 42 boxes and 1 oversized package from FPA’s offices.

15/05/2019: FPA officially enter liquidation and are now in the ownership of a receivership body. Material is still held in offsite storage and communication proves difficult. Now that the FPA is in liquidation, the Wellcome must communicate with the receivership body about any outstanding matters.

16/05/2019: Wellcome receive an email from The National Archives enquiring about whether Wellcome was aware of FPA closing.

17/05/2019: Permission is granted by liquidators to withdraw FPA material held in offsite storage.

30/05/2019: The Wales branch of FPA inform Wellcome Collection that they are setting up a new project rather than closing and will be in touch to donate historical records in future.

FPA hard drive returned containing approximately 4,800 digital files (5.61 GB).

02/07/2019: FPA material acquired is listed by archivists at Wellcome and sent to our offsite storage.

04/07/2019: A printing and distribution firm purchases the FPA website along with its publications and online resources, intending to re-open the FPA’s online shop and make FPA leaflets available for purchase under licence from Public Health England.

In response, the Wellcome contacts their legal department to see what impact this has on a copyright for the material deposited.

Legal clarify that as the use of the FPA name by Wellcome would be non-commercial it is unlikely to result in any dispute. The acquisition of FPA assets do not affect the Wellcome’s acquisition of FPA documents and copyright unless the FPA was insolvent at that time.

• This work required a lot of resource and staff capacity. It would not have been possible without reprioritising workloads at very short notice
• It is not always possible to rescue everything: We had to accept that we could not acquire trustee records and material containing sensitive data as we did not have the time to reassure the donor sufficiently
• There was a lot of confusion over information in the first few vital days (e.g. when the organisation was closing, who had ownership of records). Be prepared for information to shift unexpectedly and respond accordingly
• If material is held in other locations find out who the best point of contact is at these locations. Prepare to negotiate with off-site storage providers to have boxes retrieved.
• Try to get clarity on dates of closures, when you can have access to the site where archives are held, and whether IT support will stop which could lead to sudden loss of digital records.
• It is important to prioritise drawing up a donation agreement to be signed before the liquidation date. This agreement needs to be in place, even if it is not physically possible to transfer records before the liquidation date. The details of items to transfer can be kept open ended to provide some flexibility.
• If material is held in other locations find out who the best point of contact is at these locations. Prepare to negotiate with off-site storage providers to have boxes retrieved.
• There is a lot of emotion around an organisation closing suddenly, particularly when people have lost their jobs. When working at the FPA’s offices, there were other staff members there packing up their belongings and in a state of shock. Sensitivity is vital.
• It is important to consider records beyond the physical footprint in a charity’s offices: for example, digital records, records held in staff member’s homes, websites, and social media channels.
• Prioritise boxing up material, rather than focusing on listing and appraisal on site. Resource will be needed to do this appraisal and listing work when the material has been acquired.
• Check whether the organisation’s website has been captured by the UK Web Archive, and prioritise this ahead of any date when the website may be taken offline.
• Communication with third parties such as liquidators and off-site storage companies can be slow and require a lot of chasing.
• Check who has authority to sign the donation agreement: For FPA, the agreement had to be signed by one of the trustees as the CEO and other key members of staff had already been made redundant.
• We were reactive to the situation as it unfolded, and this was the first time we’d had to respond to an organisation closing suddenly: What can we do to be more prepared in future or proactive about managing archives at risk?
• We reflected on our experiences and documented everything we had done, to help us in case of future similar situations.

About ownership and liquidation process

• When is the liquidation date? This is important as ownership must be transferred before liquidators officially take ownership of the organisation.
• Are the liquidators aware of the archive and it being rehomed? If so, is there a sense of how amenable they are to this? Do they believe the archive has financial value or want to seize all assets?
• Who is the legal owner of the records and who holds copyright?
• If the organisation is still able to legally transfer the records, who has the authority to sign the paperwork? It may be that the trustees of the organisation are in a position to do so if CEOs or other senior members of staff have been made redundant.

Practical information

• When are you leaving your current office? Are staff still working in the office, and if not, will someone be able to grant access?
• Is the material all in one place? Where else are records stored? Is any material stored in off-site storage?
• Are there any branches of the organisation or members who may hold relevant records?
• Will IT support be discontinued and how will this impact access to digital records and servers?

About the archive material itself

• How much material is there and what is it? It may be necessary to prioritise the most important records if it’s not possible to acquire everything in time.
• Is this an accrual to an existing collection and if so what are the terms the donation agreement? Any previous accessions taken as loans would need to be transferred as gifts, along with any copyright.
• Are there any other formats such as born-digital records, audio-visual materials, or artworks / larger formats?
• Does the organisation have a social media presence, or other web resources?

Where to get support

• Legal teams. For advice on the transfer of ownership and copyright
• The Crisis Management Team for Business Archives.  This team of archivists and records managers and can be reached via email and have extensive experience in salvaging business archive collections.
• Charity Archives Crisis Management Team. A recently established group that can support charity archive at risk cases.
• Sector colleagues. Seek advice from peers via social media and networks.