|
I.
|
Calling of the Meeting to Order – Diane B. Wilsey, President
|
|
|
|
|
|
The annual meeting of the Board of Trustees of the Fine Arts Museums of San Francisco was held on Tuesday, June 24, 2008, in the Board Room of the Legion of Honor, Lincoln Park, San Francisco. A quorum was present, that being one-third of the number of Trustees in office. President Wilsey called the meeting to order at 3:15 p.m.
President Wilsey presided; Mrs. Gough acted as Secretary.
|
|
|
|
|
II.
|
Calling of the Roll
|
|
|
|
|
|
The following Trustees were present:
Cheryl L. Bancroft
Kermit H. Boston
David H. S. Chung
Barnaby Conrad III
Marion Moore Cope, Vice President for Annual Support
Denise B. Fitch
Elise Friedman
Monica Maduro, Vice President for Marketing and Audience Development
Robert P. Morrow III
Marianne H. Peterson
Louise H. Renne
Jeanne Robertson
Shelagh Rohlen
Lisa M. Sardegna
Trevor D. Traina
Diane B. Wilsey, President\
On motion, duly seconded and carried unanimously, the following Trustees were excused:
Adolphus Andrews, Jr.
Edward D. Baker III
Roger Barnett
Shelby W. Bonnie
T. Robert Burke
Carol W. Casey
Iris S. Chan
Penny Coulter
Molly Murphy Crowley
Harrison S. Fraker, Jr.
Karen B. Francois
John A. Friede
Lauren Hall
Gretchen Kimball
Kathryn Lasater
Carl Pascarella
Michael H. Podell
George B. Saxe
Arlene Schnitzer
Randolph R. Scott
Susan S. Swartz
Jim Tananbaum
Lonna Wais
Robert T. Wall
David Winton
Lisa Zanze
The following ex-officio Trustees were unable to be present:
Mayor Gavin Newsom
Lawrence Martin, President, Recreation and Park Commission
Other Trustees in attendance were:
Richard W. Goss II
Florence Sue Wong
Paul A. Violich, Vice President for Finance
|
|
|
|
|
III.
|
Report of the Nominating Committee – Louise H. Renne, Chair
|
|
|
|
|
|
A. Chair Renne presented the report of the Nominating Committee.
|
|
|
|
|
|
Report on Trustees Retiring from the Board of Trustees of the Fine Arts Museums of San Francisco
Having completed three terms of three years each, the following Trustees will retire from the Board of Trustees at the conclusion of this meeting:
Cheryl Bancroft
T. Robert Burke
Robert P. Morrow III
Shelagh Rohlen
George B. Saxe
On behalf of the Board of Trustees, Chair Renne extended appreciation to each of these Trustees for their nine years of dedicated service. The Board of Trustees acknowledged Trustees Bancroft, Burke, Morrow, Rohlen and Saxe with a round of applause.
|
|
|
|
|
|
B. Consideration and Possible Action to Elect the Following New Trustees to the Board of Trustees for an Initial Three-Year Term
The nominees for election to the Board of Trustees for an initial term of three years to expire at the conclusion of the annual meeting in June 2011 were:
Juliet de Baubigny
Carlos A. Garcia
Janet W. Lamkin
David Lamond
Lawrence B. Low
Nancy McFadden
Venetta S. Rohal
Jeana Toney
On motion, duly seconded, there was no discussion among the Trustees. There was no public testimony. The Board of Trustees voted unanimously to elect the nominees to initial three-year terms to expire at the conclusion of the annual meeting in June 2011.
|
|
|
|
|
|
C. Welcome New Trustees
Trustees Juliet de Baubigny, Carlos A. Garcia, Janet W. Lamkin, Lawrence B. Low, David Lamond, Venetta S. Rohal and Jeana Toney joined the meeting. Nancy McFadden was unable to be present. The new Trustees were welcomed with a sustained round of applause.
|
|
|
|
|
|
D. Consideration and Possible Action to Re-elect the Following Trustees to a Second Three-Year Term
The nominees for election to a second term of three years to end at the conclusion of the annual meeting in June 2011 were:
Kermit H. Boston
Penny Coulter
Denise B. Fitch
On motion, duly seconded, there was no discussion among the Trustees. There was no public testimony. The Board of Trustees voted unanimously to elect the nominees to second terms of three years to expire at the conclusion of the annual meeting in June 2011.
|
|
|
|
|
|
E. Consideration and Possible Action to Re-elect the Following Trustees to a Third Three-Year Term
The nominees for election to a third term of three years to end at the conclusion of the annual meeting in June 2011 were:
John A. Friede
Michael H. Podell
On motion, duly seconded, there was no discussion among the Trustees. There was no public testimony. The Board of Trustees voted unanimously to elect the nominees to third terms of three years to expire at the conclusion of the annual meeting in June 2011.
|
|
|
|
|
|
F. Consideration and Possible Action to Approve the Decision of Louise H. Renne to Not Seek Re-Election to the Board of Trustees for a Third Term of Three Years
Chair Renne reported that she was not seeking re-election for a third three-year term at this time due to business obligations which preclude her active participation as a Trustee.
On motion, duly seconded, there was no discussion among the Trustees. There was no public testimony. The Board of Trustees voted unanimously to accept the decision of Louise H. Renne to not seek re-election to the Board of Trustees for a third term of three years at this time.
Chair Renne extended appreciation to the Nominating Committee members for their efforts in recommending an impressive slate of candidates. President Wilsey thanked Chair Renne for her years of service as Chair of the Nominating Committee and as a member of the Board of Trustees, and expressed the hope that she will return to the Board to serve her third term in the not-too-distant future.
|
|
|
|
|
|
G. Consideration and Possible Action to Adopt a Resolution Setting the Number of Trustee Positions
Chair Renne read the following resolution setting the number of Trustee positions:
WHEREAS, The San Francisco Charter, Section 5.105, provides for a variable number of Trustees; and
WHEREAS, The Charter sets the number of Trustees at no more than sixty-two, with the exact number to be set by the Board of Trustees from time to time; now, therefore, be it
RESOLVED, That the Board of Trustees of the Fine Arts Museums of San Francisco does hereby set the number of Trustees at forty-six (46) until such number is changed by this Board.
On motion, duly seconded, there was no discussion among the Trustees. There was no public testimony. The Board of Trustees voted unanimously to adopt the above resolution as Board Resolution 1643.
|
|
|
|
|
|
H. Consideration and Possible Action to Revise the Bylaws of the Board of Trustees of the Fine Arts Museums of San Francisco as Recommended by the Nominating Committee at its May 20, 2008 Meeting to Allow a Retired Trustee to Be Considered for Re-election to the Board of Trustees for up to Three Additional, Consecutive Terms of Three Years; to Change the Month of the Annual Meeting from April to June; and to Update Two Sections (Article V, Nominating Procedure, Section 1, Nominations, and Section 2, Corporation of the Fine Arts Museums Nominations) to More Accurately Reflect Present Policy and Practice
Chair Renne reviewed in detail each of the following proposed revisions to the Bylaws of the Fine Arts Museums of San Francisco, which had been mailed in advance to all Trustees:
The Nominating Committee held three meetings to prepare the slate of nominations and to discuss the number of terms a Trustee may serve. A Trustee may currently serve a total of nine years, three consecutive three-year terms. The Nominating Committee has recommended that following a period of at least one year after a Trustee has completed three consecutive three-year terms, such former Trustee may be considered for re-election to the Board of Trustees for up to three additional, consecutive three-year terms where the Board of Trustees finds that such former Trustee has demonstrated extraordinary service to the Museums and that such former Trustee’s absence would be detrimental to the Museums. If this modification is approved by the Board of Trustees, it will be possible for a Trustee to serve on the FAMSF Board of Trustees for a total of eighteen years. In order to implement this change, it is necessary to amend the Bylaws of the Fine Arts Museums of San Francisco as set forth below.
Article I, Board of Trustees, Section 1, Trustees
The Nominating Committee recommended that ARTICLE I, Board of Trustees, be amended to read as follows:
“Section 1. TRUSTEES. The Board of Trustees of the Fine Arts Museums of San Francisco shall consist of not more than 62 Trustees, of which the Mayor and the President of the Recreation and Park Commission shall be ex-officio members, the exact number to be set by the Board from time to time. With the exception of ex-officio members, Honorary Trustees and Trustees Emeriti, each Trustee shall be elected for a term of three years. Maximum continuousExcept as otherwise provided herein, the tenure of a Trustee shall be limited to three consecutive terms of three years. Following a period of at least one year after a Trustee has completed three consecutive three-year terms, such former Trustee may be considered for re-election to the Board of Trustees for up to three additional, consecutive three-year terms where the Board of Trustees finds that such former Trustee has demonstrated extraordinary service to the Museums and that such former Trustee’s absence would be detrimental to the Museums.”
The Nominating Committee further recommended that a new Trustee Emeritus category be established to which a former Trustee may be elected in the future based upon outstanding and exceptional meritorious service to the Fine Arts Museums of San Francisco. A former Trustee may also be elected an Honorary Trustee. The Nominating Committee recommended that ARTICLE I, Board of Trustees, Section 1, Trustees, be further amended to read as follows:
“… A former Trustee may be elected a Trustee Emeritus or an Honorary Trustee; Trustee emeritus these status categories will be reviewed every three years annually. A Trustee Emeritus is shall be elected based upon outstanding meritorious service to the Museums as a Trustee and in expectation of continued participation and commitment to the goals of the Fine Arts Museums of San Francisco. An Honorary Trustee is elected for life in special recognition of an extraordinary commitment to the Fine Arts Museums of San Francisco and may be awarded to individuals who have never served as a Trustee. None of the Trustees shall receive any compensation for his or her services. [Charter Section 5.102]”
Article IV, Meetings, Section 1, Regular Meetings
In addition, there are several technical revisions to the Bylaws which, if adopted, will bring the Bylaws current with present policy and practice. ARTICLE IV, Board of Trustees, Section 1, Regular Meetings, was proposed for amendment to change the month of the
annual meeting of the Board of Trustees from April to June. The second sentence of
Section 1, REGULAR Meetings, would now read:
“The annual meeting will occur in AprilJune of each year.”
Article V, Nominating Procedure, Section 1, Nominations, and Section 2, Corporation of the Fine Arts Museums Nominations
With regard to Nominating Procedures, ARTICLE V, Board of Trustees, Section 1, Nominations, outdated references to the National Council, which is now called the International Council, have been deleted. The second sentence of ARTICLE V, Board of Trustees, Section 1, Nominations, is recommended to read as follows:
“The Board of Trustees of the Fine Arts Museums of San Francisco will entertain nominations for members of the Board of Trustees, Officers, Executive Committee, Honorary Trustees, and Trustees Emeriti, and National Council.”
Section 2 also deletes references to the National Council. The third sentence of ARTICLE V, Board of Trustees, Section 2, Nominations, is proposed to read as follows:
“The Nominating Committee shall present its nominations to the Board of Trustees of the Fine Arts Museums of San Francisco; provided, however, that in the case of nominations as Honorary Trustees, or Trustees Emeriti or members of the National Council, the nominations may be presented to the Executive Committee of the Fine Arts Museums of San Francisco.”
Section 2 has been further revised to state that the Nominating Committee shall review Trustee Emeritus and Honorary status categories annually rather than every three years. The last sentence of Section 2, is proposed to read:
“The Nominating Committee shall also review the status of each Trustee Emeritus and Honorary status categories annually every three years and make recommendations in regard thereto to the Board of Trustees of the Fine Arts Museums of San Francisco.”
A motion to amend the Bylaws of the Fine Arts Museums of San Francisco as noted above was made and seconded. There was no discussion among the Trustees. There was no public testimony. The Board of Trustees voted unanimously to amend the Bylaws of the Fine Arts Museums of San Francisco as set forth above.
|
|
|
|
|
IV.
|
Report of the President – Diane B. Wilsey
|
|
|
|
|
|
A. Consideration and Possible Action to Approve the Minutes of the April 10, 2008 Meeting of the Board of Trustees
There being no discussion among the Trustees or members of the public, the minutes of the April 10, 2008 meeting of the Board of Trustees, having been mailed in advance to all Trustees, were unanimously approved.
|
|
|
|
|
|
B. Consideration and Possible Action to Approve the Report of the May 21, 2008 Meeting of the Acquisitions Committee of the Fine Arts Museums Foundation – John E. Buchanan, Jr., Director of Museums, for George Hecksher, Vice President for Collections and Chair of the Acquisitions Committee
On behalf of Chair Hecksher, John E. Buchanan, Jr., Director of Museums, provided the report of the May 21, 2008 meeting of the Acquisitions Committee of the Fine Arts Museums Foundation.
|
|
|
|
|
|
1. Purchases
Mr. Buchanan reported that the Acquisitions Committee recommended one work of American Art and two sets of monotypes to the Board of Trustees for purchase approval as listed below and on page 1 of Appendix I of these minutes:
American Art
The Spine and Tooth of Santo Guerro, 2007, by Al Farrow (American, b. 1943) – The artist has been exhibiting in the Bay Area since 1971. This sculpture is his most important work in both technical and aesthetic terms. It is an elaborate construction of a beautifully crafted scale model of a Gothic cathedral. Closer examination reveals that nearly the entire structure is fabricated from deconstructed gun components, as well as bullets and steel shot. The Spine and Tooth of Santo Guerro augments the de Young Museum’s stong holdings of works with political content and commentary.
Prints and Drawings
These 24 monotypes, Set 4-11-75 of 14 monotypes and Set 4-13-75 of 10 monotypes by Richard Diebenkorn (American, 1922-1993), are very rare and were created in 1975 at the peak of Diebenkorn’s use of so-called “Ocean Park” imagery. Appreciation was extended to Phyllis Diebenkorn, wife of the artist, who made the acquisition of these two sets of monotypes possible.
|
|
|
|
|
|
2. Funded Purchases
The following funded purchases were briefly discussed: War Club: Sub-Housing, 2007 and Dance Club: Beach House, 2007, by Michael Arcega (American, b. 1973); Real Doll Thinking, 2007, Käthe Thinking, 2007, Triple Swish, 2007, by Lynn Hershman Leeson (American, b. 1941); Coyote Stories, 2005, by Chris Burden (American, b. 1946); Spells and Incantations, 2007, by Jane Hammond (American, b. 1950), which is currently on view in the Jane Hammond: Paper Work exhibition at the de Young Museum through August 31, 2008; Sampler, Poetry by Emily Dickinson / Art by Kiki Smith, 2007 and Sampler, 2007, by Kiki Smith (American, b. 1954); Man’s sash (tor), c. 1800-1850, Micronesia, Caroline Islands, Pohnpei, and Lidded basket (kaipo), late 19th – early 20th century, Tanzania, Haya people.
The funded purchases, listed on page 2 of Appendix I of these minutes, were recommended to the Board of Trustees for purchase approval.
|
|
|
|
|
|
3. Gifts
Mr. Buchanan particularly noted a number of artworks gifted to the Museums
including Rest, 1984, by Gilbert (b. 1942) and George (b. 1943), a poster-sized image of this artwork was on view at the meeting; 64 decorative arts teapots by various artists; Bust of Giovanni Segantini, ca. 1894, by Paul Troubetskoy (Russian, 1866-1938); Untitled 4.17.01, 2001, by Frank Lobdell (American, b. 1921); Three Shadows in a Landscape, ed. 1/40, 2003, by William Kentridge (South African, b. 1955); Pair of woman’s evening shoes, (two pairs) ca. 1950 and ca. 1955, by Sarkis Der Balian (French, ca. 1905-1996); and Cope for a figure of the Madonna, ca. 1750, France.
Mr. Buchanan expressed sincere appreciation to all of the donors. The gifts offered to the Museums by the Fine Arts Museums Foundation are listed on page 3 of Appendix I of these minutes.
|
|
|
|
|
|
President Wilsey introduced the following resolution:
RESOLVED, That the Board of Trustees of the Fine Arts Museums of San Francisco does hereby approve the appended May 21, 2008 report of the Acquisitions Committee of the Fine Arts Museums Foundation, including approving the works of art acquired through purchase and donation as gifts to the Fine Arts Museums of San Francisco from the Fine Arts Museums Foundation.
On motion, duly seconded, there was no discussion among Trustees. There was no public testimony. The Board of Trustees voted unanimously to adopt the above resolution as Board Resolution 1644.
|