I.

Calling of the Meeting to Order – Diane B. Wilsey, President

A meeting of the Board of Trustees of the Fine Arts Museums of San Francisco was held on Thursday, January 26, 2006, 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.  The meeting was called to order at 3:20 p.m.

President Wilsey presided; Mrs. Gough acted as Secretary.

II.

Calling of the Roll

The following Trustees were present:

Adolphus Andrews, Jr.
Cheryl H. Bancroft
Alvin H. Baum, Jr.
Kermit W. Boston
T. Robert Burke
Carol W. Casey
Iris S. Chan
Barnaby Conrad III
Marion Moore Cope
Penny Coulter
Denise B. Fitch
Harrison S. Fraker, Jr.
Elise Friedman
Dr. Rupert Garcia
Lauren Hall
Nion McEvoy
Robert P. Morrow III
Marianne H. Peterson
Shelagh Rohlen, Vice President for Annual Support
Mara E. Rosales
Trevor D. Traina
Lonna Wais
Nancy Willis
Diane B. Wilsey, President

On motion, duly seconded and carried unanimously, the following Trustees were excused:

Arlene Ackerman
Del M. Anderson
Shelby W. Bonnie
Molly Murphy Crowley
Karen B. Francois
John A. Friede
Richard N. Goldman
Nancy Hamon
Jacqueline Hoefer
Diane B. Lloyd-Butler, Vice President for Marketing and Communications
Lorna F. Meyer
Josie Mooney
Michael H. Podell
Louise H. Renne
Jeanne Robertson
George B. Saxe
Randolph R. Scott, Vice President for Audience Development and Civic Affairs
Carlos Villa
David Winton

The following ex-officio Trustees were unable to be present:

Mayor Gavin Newsom
Gloria Bonilla, President, Recreation and Park Commission

Other Trustees in attendance were:

Belva Davis
Frankie Jacobs Gillette
Richard W. Goss II
George Hecksher, Vice President for Collections
Gail Merriam
J. Alec Merriam
Dodie Rosekrans
Florence Sue Wong

III.

Report of the President – Diane B. Wilsey

A. Words of Welcome to John E. Buchanan, Jr., Director of the Fine Arts Museums of San Francisco, Effective February 1, 2006

President Wilsey welcomed John E. Buchanan, Jr., to the meeting, noting that his appointment as Director of the Fine Arts Museums of San Francisco is effective next Wednesday, February 1, 2006.  She introduced Lucy Buchanan, and the Board of Trustees welcomed Lucy and John Buchanan with a heartfelt and sustained round of applause. 

B. Training Session on Chapter 67 of the San Francisco AdministrativeCode, the Sunshine Ordinance – Adine Varah, Deputy City Attorney

President Wilsey advised that the Sunshine Ordinance, Chapter 67 of the San Francisco Administrative Code, requires all officials, who file statements of economic interest with the San Francisco Ethics Commission, to be trained annually on the Sunshine Ordinance and to file a declaration that they have done so.

Deputy City Attorney Adine Varah was introduced and proceeded to review the key points outlined in the Sunshine Ordinance training material, “Sunshine Laws and Conflict of Interest Laws for Board Members,” which was distributed to Trustees.  Ms. Varah noted that the City’s commissions, boards and committees exist to conduct the people’s business.  The public meeting laws, San Francisco’s Sunshine Ordinance, and the State of California Brown Act, ensure that the deliberations and actions of public bodies are conducted openly.  These laws serve to inform the public of matters to be discussed and acted upon, allow the public to participate in these deliberations, and keep the public informed of what occurred through public meeting records.  She emphasized the following points:

1. A meeting occurs whenever a majority of the members of a policy body come together at the same time and place.  As stipulated by the San Francisco Charter, one-third of the number of Trustees in office constitutes a quorum for the FAMSF Board of Trustees.
2. A meal gathering before, during, or after a meeting is considered to be part of the meeting.
3. Purely social, recreational, or ceremonial occasions sponsored by or organized for the public body are to be open to the public.  Members of the public body must be careful not to discuss business during these purely social occasions.
4. Passive meetings include social, recreational or ceremonial occasions to which a majority of the body has been invited, meetings of advisory committees created to advise a member of a policy body, or certain committees created by the initiative of a member of a policy body, the Mayor, or a department head.
5. An unlawful meeting may take place even if a majority of the members are not present in the same place at the same time.  A fax or e-mail to obtain the approval of a committee action is considered a “seriatum” meeting.  This occurs when a majority of the members communicate outside of a public meeting through a series of communications.
6. A notice and agenda must be issued 72 hours before a regular or special meeting.
7. The agenda must include a meaningful description of each item of business, a designation as to whether an agenda item is an action or a discussion item, and a description of appended documents.
8. An item not listed on the agenda cannot be discussed at a meeting. However, commission/board members may respond to a public member’s statements or questions, ask clarification questions to determine whether a subsequent discussion is necessary, and may discuss a matter under limited emergency circumstances.
9. Fairly detailed minutes and tape recordings of meetings are required and are part of the permanent records of San Francisco Charter boards and commissions.
10. Closed sessions are permissible to address certain personnel matters, pending or threatened litigation, and real estate negotiations.  Tape recordings of closed sessions must be kept at least ten years or permanently.
11. Each member of the public must be allowed to speak before or during the discussion of any item on the agenda for up to three minutes before action is taken and on any item within the subject matter jurisdiction of the body, even if the item is not on the agenda.
12. Individuals giving public comment have a right to anonymity and must be given the same amount of time to speak.  The policy body is not required to respond to public comment.
13. Willful failure of any elected official, department head, or other managerial City employee to discharge duties under the Sunshine Ordinance would constitute “official misconduct.”
14. In November 2004, San Francisco voters passed State Proposition 59, a constitutional amendment regarding public meetings and public records law.  The measure elevated public access to meetings of government bodies and writings of government officials to a constitutional right.

Ms. Varah concluded her remarks and encouraged Trustees to contact her with any questions (415-554-4670).  Trustees were reminded to sign and return the Sunshine Ordinance Declaration Form, distributed at the meeting, to Judy Gough, Executive Secretary, for filing with the Ethics Commission.  Deputy City Attorney Varah was thanked for her presentation with a round of applause.  There was no public comment.

C. Consideration and Possible Action to Approve the Minutes of the December 15, 2005 Executive Committee of the Board of Trustees Meeting

President Wilsey reported a correction to the December 15, 2005 Executive Committee minutes at the bottom of page 3609 pertaining to the revisions to the FAMSF Bylaws.  It was noted that all staff were excused from the December 15^th meeting, and Deputy City Attorney Varah was present throughout the closed session.  The correction to the minutes adds a statement by Ms. Varah confirming that the meeting would continue to remain open to the public.  On motion, duly seconded, there was no discussion among the Trustees.

Tomasita Medál provided public testimony.  She noted the revisions to the Bylaws pertaining to the Sunshine Ordinance to be addressed later in the agenda and requested clarification regarding the correction to the December 15, 2006 Executive Committee minutes.  At the request of President Wilsey, Deputy City Attorney responded that the correction to the minutes reiterated that the meeting would remain open to the public although staff was excused.  With regard to the proposed revisions to the FAMSF Bylaws pertaining to the Sunshine Ordinance, the changes merely quote text of the amended Sunshine Ordinance and cite the current Sunshine Ordinance Section number. There is no restriction of public comment.

There being no further public testimony, the minutes of the December 15, 2005 Executive Committee meeting, as corrected and having been mailed in advance to all Trustees, were unanimously approved.

D. Report of the Acquisitions Committee of the Fine Arts Museums Foundation - George Hecksher, Vice President for Collections, and Chair of the Acquisitions Committee of the Fine Arts Museums Foundation

1. Consideration and Possible Action to Accept the Report on 2005 Year-End Gifts of Works of Art

Chair Hecksher reported that 568 partial and full gifts of art were received from 60 donors at the end of 2005.  He expressed appreciation to the donors for their continued generosity and support of the Fine Arts Museums. 

Chair Hecksher introduced Timothy Anglin Burgard, Curator of American Art, who presented several year-end gifts.  Mr. Burgard advised that approximately 250 of the 568 year-end gifts were received from a Trustee and his wife.  This extraordinary gift increases the Foundation’s partial interest in their collection to sixty percent.  A donor impressed by their contemporary crafts gallery at the de Young made it possible for the Museums to acquire a partial interest in Adorned Burial, 1999, by William Morris, renowned American glass blower.  Adorned Burial, a life-size blown-glass skeleton, has been installed in the lower level access corridor of the new de Young leading to the temporary exhibition galleries.  Mr. Burgard concluded his remarks by discussing Painting with Yellow and Green, 1962, by Matta (Roberto Sebastian Antonio Echaurren Matta), which was on view at the meeting and is a gift from an estate.  Matta, an important Chilean artist, was a key figure in shaping the work of artists, such as Arshile Gorky, Jackson Pollock, and Willem de Kooning, who became the core foundation of the abstract expressionism movement. 

Robert Flynn Johnson, Curator of Prints and Drawings, discussed two works on paper featured in the current exhibition at the Legion of Honor, Connoisseurship and Commerce:  The Legacy of R. E. Lewis, which were donated to the Museums as year-end gifts:  Centaure Visant les Nues (Centaur Aiming at the Clouds), 1895, by Odilon Redon, and Bathesheba, 1779, by Richard Earlom.  He presented the following gifts:  24 important photographs of Indian baskets by Edward Sheriff Curtis and 10 etchings by Bellgian artist James Ensor.   One of each of the Curtis and Ensor works on paper were on view at the meeting.

Chair Hecksher particularly acknowledged the following year-end gifts: 
1) American Art:  Gaspe, Tapestry, 1962, by Lee Gatch; The Music Room, 1972, by James Weeks; and Sounding Sculpture, 1975, by Harry Bertola; 2) Prints and Drawings: Seasonal Gate, 1975, by William T. Wiley; Billet-Doux, 1975, by William Dole; Fanfare (FO26), 1975 by William Dole; a gift of 23 photographs from a curator honoring a number of Trustees and the former Director of Museums; Untitled, late 20^th century, by Herbert Bayer; and a group of nine artworks including 5 etchings/engravings by William Hogarth and two lithographs by Honoré Daumier; 3) Textiles –  a gift of 18 tribal pieces; a gift of 18 objects of western couture and culture; and Dervish hat, 19^th century, from a curator in memory of her father.  President Wilsey particularly noted a gift of 5 Indonesian masterworks to the Africa, Oceania, and Americas collection, and a rare 18^th century hand-painted Man’s Robe, presently display in the Textiles gallery at the de Young.

On motion, duly seconded, there was no discussion among Trustees.  There was no public testimony.  The Board of Trustees voted unanimously to accept the Report on 2005 Year-End Gifts of Art attached as Appendix I of these minutes.  The Board of Trustees recognized the generosity of the donors with sincere appreciation.

2. Consideration and Possible Action to Authorize a Change in Accession Date for Income Tax Purposes for a Bequest of Thirty-Seven Artworks from June 2, 2005 to December 23, 2005

Chair Hecksher presented a request received from a donor to change the accession date for income tax purposes for a bequest of thirty-seven artworks from June 2, 2005 to December 23, 2005.  On motion, duly seconded, there was no discussion among Trustees.  There was no public testimony.  The Board of Trustees voted unanimously to authorize a change in accession date for income tax purposes for a bequest of thirty-seven artworks from June 2, 2005 to December 23, 2005.

3. Consideration and Possible Action to Approve the Purchase of Panel with a Vase of Flowers, 1600-1650, Recommended by the Acquisitions Committee on September 27, 2005

At the request of Chair Hecksher, Martin Chapman, Consulting Curator of European Decorative Arts, presented a rare 17^th century Italian artwork, Panel with a Vase of Flowers, recommended for purchase by the Acquisitions Committee at its meeting on September 27, 2005.  Mr. Chapman noted that the object is on display in Gallery 5 and encouraged Trustees to join him in viewing the Pietra Dura panel it at the end of the meeting.

Mr. Chapman circulated photographs of Panel with a Vase of Flowers, a hardstone panel, consisting of semi-precious stones and marble, made in the Medici workshops in Florence, Italy, between 1600 and 1650.  The art of manufacturing hardstone mosaics was raised to its highest point under the Medici rulers of Florence.  It represents a significant addition to the Museums’ collections of European decorative arts and Renaissance, Mannerist and Baroque art. 

The Board of Trustees recognized the generosity of a Trustee, who agreed to partially fund the Pietra Dura panel.  On motion, duly seconded, there was no discussion among Trustees.  There was no public testimony.  The Board of Trustees voted unanimously to approve the purchase of the Pietra Dura panel, noted as follows:

Opificio delle Pietre Dure (Grand Ducal Hardstone Workshops), Florence, Italy.  Attributed to Urbano Ferruci (working early 17^th Century) from a design by Matteo Nigetti (1580-1648)
Panel with a Vase of Flowers, 1600-1650

E. Consideration and Possible Action to Revise the Bylaws of the Fine Arts  Museums of San Francisco as Recommended by the Executive Committee at  Its Meeting on December 15, 2005 to Clarify the Terms of Trustees and the Term of the President of the Board of Trustees, and to Update References to  the City’s Sunshine Ordinance
 
At the request of President Wilsey, Deputy City Attorney Varah, discussed the revisions to the FAMSF Bylaws, which would allow a fifth term for the President of the Board of Trustees (Article I, Board of Trustees, Section 1, Trustees, page 1), clarifies the terms of a Trustee by deleting language no longer in effect (Article I, Board of Trustees, Section 1, Trustees, page 1), and updates references to the City’s Sunshine Ordinance (Article IV, Meetings, Section 7, Public Testimony, and Section 8, Public Comment, pages 4 and 5).  These revisions were recommended by the Executive Committee at its December 15, 2005 meeting to the Board of Trustees for approval:

ARTICLE I, Board of Trustees
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 continuous tenure of a Trustee shall be limited to three consecutive terms of three years. or less provided, however, that a Trustee who is elected to fill an unexpired term of less than one year may in addition serve three consecutive three year terms.  A Trustee who has served two consecutive terms of five years or less shall rotate off the Board.  A Trustee who has served one term of five years or less may serve one three year term before rotating off of Board. The President shall be eligible for up to five terms a fourth term as a Trustee, which term ends when the individual ceases serving as President.  Any vacancy on the Board because of death, resignation, removal or any other cause shall be filled by the vote of the majority of the Trustees in office at the time.  A former Trustee may be elected a Trustee Emeritus; Trustee Emeritus status will be reviewed every three years.  A Trustee Emeritus is elected 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.  None of the Trustees shall receive any compensation for his or her services.  [Charter Section 5.102]

ARTICLE IV, Meetings

Section 7.  PUBLIC TESTIMONY.  A member of the public shall be allowed to give testimony before orduring consideration of prior to action being taken on any item by the Board of Trustees or the Executive Committee at a public meeting.   The President may place a limit on testimony; provided that each person shall be permitted to be heard once for up to three minutes.   Time limits shall be applied uniformly to members of the public wishing to testify.  the limit shall be not less than three minutes for each speaker on each item.  A member of the public shall announce his or her name and address prior to giving testimony. [S.F. Administrative Code Section 16.5-1 and Sunshine Ordinance Section 67.1517]

Section 8.  PUBLIC COMMENT.  During the public comment period on the agenda, a member of the public shall be allowed to address the Board or Executive Committee on items of interest to the public that are within the subject matter jurisdiction of the board which are not listed on the agenda.  Members of the public may address the Board for up to three minutes.  The President or the Board of Trustees may limit the total testimony to 30 minutes. [Government Code Section 54954.3 and Sunshine Ordinance Section 67.15 17]

On motion, duly seconded, there was no discussion among Trustees. There was public testimony from Tomasita Medál, who inquired as to whether the Bylaws revisions were related to a change in the San Francisco Charter.  She recalled that the Charter references that the Board of Trustees is to reflect the diversity of the San Francisco community and, once again, encouraged the Trustees, through its nominating process, to address this matter.  Ms. Varah clarified that the action to be taken by the Board of Trustees pertains to the proposed amendments to the FAMSF Bylaws.  She stated that the FAMSF Bylaws do not supercede the San Francisco Charter and are not legally required to reiterate Charter provisions.

There was no further public testimony.  The Board of Trustees voted unanimously to amend the FAMSF Bylaws as noted above.

F. Consideration and Possible Action to Change the Date, Time and Location of the March 2006 Executive Committee Meeting

President Wilsey introduced the following resolution, changing the date, time and location of the March 2006 Executive Committee meeting to Thursday, March 2, 2006, at 4 p.m., in the Board Room at the Legion of Honor.  She particularly noted that the change would permit Executive Committee members to conveniently attend the opening of the exhibition, Master Drawings from the Goldyne Collection, immediately following the meeting.

RESOLVED, That the Board of Trustees of the Fine Arts Museums of San Francisco does hereby change the date, time and location of the Executive Committee meeting from Thursday, March 9, 2006, noon, Piazzoni Murals Room, de Young, Golden Gate Park, 50 Hagiwara Tea Garden Drive, San Francisco, to Thursday, March 2, 2006, 4:00 p.m., Board Room, Legion of Honor, Lincoln Park, 34^th Avenue and Clement Street, San Francisco.

On motion, duly seconded, there was no discussion among Trustees.  There was no public testimony.  The Board of Trustees voted unanimous to adopt the above resolution as Board Resolution 1593.

IV.

Acting Directors’ Report – Robert Futernick, Associate Director of Museums, Steve Dykes, Deputy Director of Budget and Finance, and Debbie Albuquerque, Deputy Director of Operations and Personnel

A. Report on Current and Future Exhibitions – Robert Futernick, Associate Director of Museums

President Wilsey expressed appreciation to Robert Futernick, Associate Director of Museums, Steve Dykes, Deputy Director for Budget and Finance, and Debbie Albuquerque, Deputy Director for Operations and Personnel, for collectively serving as Acting Director of Museums during the month of January 2006, following the retirement of Harry S. Parker III effective December 31, 2005, and prior to the arrival of John E. Buchanan, Jr., the new Director of Museums as of February 1, 2006.  The Board of Trustees recognized their efforts with a round of applause.

Mr. Futernick reported that Hatshetpsut:  From Queen to Pharoah, the de Young’s inaugural temporary exhibition, will close on Sunday, February 5^th.  It is anticipated that projected attendance figures will be met.  Installation of International Arts and Crafts:  William Morris to Frank Lloyd Wright immediately follows the de-installation of Hatshepsut. 
This exhibition organized by the Victoria and Albert Museum in London, is curated by Mr. Chapman and Lynn Orr, Curator of European Painting.  International Arts and Crafts opens at the de Young on March 18^th and runs through June 18, 2006.  At the Legion of Honor, After the Ruins, 1906 and 2006: Rephotographing the San Francisco Earthquake and Fire opened on December 17^th and concludes on June 4, 2006.  Connoisseurship and Commerce:  The Legacy of R. E. Lewis continues through February 19^th, followed by the installation of Master Drawings from the Goldyne Collection, which will be on display from March 4^th through June 4, 2006.  Monet in Normandy opens at the Legion on June 17^th.
 

B. Consideration and Possible Action to Adopt a Resolution Authorizing the Board President and Director of Museums to Submit the Fiscal Year 2006-07 City Budget – Steve Dykes, Deputy Director of Budget and Finance

Mr. Dykes presented the following resolution authorizing the Board President and the new Director of Museums to submit the Fiscal Year 2006-07 City Budget Request at the end of February.  The current fiscal year City budget was increased to $8.5 million primarily due to the addition of 42 new positions, mostly guards, to open and operate the de Young museum.  The Fiscal Year 2006-07 City Budget Request of approximately $10 million will reflect a full twelve months of expense to operate the de Young, compared to the $8.5 million for the first nine months of de Young operations in the Fiscal Year 2005-06 City budget.

RESOLVED, That the Board of Trustees of the Fine Arts Museums of San Francisco does hereby authorize the Board President and the Director of Museums to sign and submit the Fiscal Year 2006-07 City Budget Request.

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 1594.

C. Update on the City Budget – Steve Dykes, Deputy Director for Budget and Finance

The cost of utilities is approximately $200,000 higher than budget due to the use of more utilities than projected to maintain the appropriate climate-controlled environment at the de Young and the increase in cost for natural gas.

D. Consideration and Possible Action to Adopt a Resolution Acknowledging Funding Expended by the Corporation of the Fine Arts Museums During the Period July 1 through September 30, 2005 – Steve Dykes, Deputy Director for Budget and Finance

Mr. Dykes advised that the City’s Sunshine Ordinance requires the Fine Arts Museums to disclose the amount and source of all gifts received.  He presented the following resolution, which acknowledged funding expended by the Corporation of the Fine Arts Museums during the period July 1 through September 30, 2005.

WHEREAS, The Corporation of the Fine Arts Museums is a 501(c)(3) not-for-profit corporation that exists to support the activities of the Fine Arts Museums of San Francisco and served as the developer of the new de Young Museum; now, therefore, be it

RESOLVED, That the Board of Trustees of the Fine Arts Museums of San Francisco does hereby acknowledge with gratitude funding in the amount of $5,000,992 expended by the Corporation of the Fine Arts Museums for operations and $2,407,131 for the new de Young Museum in Golden Gate Park during the period July 1 through September 30, 2005.

On motion, duly seconded, there was no discussion among Trustees.  There was no public testimony.  The Board of Trustees voted unanimous to adopt the above resolution as Board Resolution 1595.

E. Consideration and Possible Action to Adopt a Resolution Acknowledging Bequests of Funds Received During the Period July 1 through September 30, 2005 - Steve Dykes, Deputy Director for Budget and Finance

In accordance with the City’s Sunshine Ordinzne, bequests receved by the Fine Arts Museums must also be disclosed.  Mr. Dykes introduced the following resolution acknowledging that the following bequest of funds were received by the Museums during the period July 1 through September 30, 2005:

RESOLVED, That the Board of Trustees of the Fine Arts Museums of San Francisco does hereby acknowledge the following bequests of funds received during the period July 1 through September 30, 2005:

Estate of Dorothy F. Boyesen, $41,400
Estate of Karen L. Southwick, $2,000

On motion, duly seconded, there was no discussion among Trustees.  There was no public testimony.  The Board of Trustees voted unanimous to adopt the above resolution as Board Resolution 1596.

V.

Public Comment

Members of the public may address the Board of Trustees on items not on the agenda that are within the subject matter jurisdiction of the Fine Arts Museums of San Francisco. Speakers may address the Board for up to three minutes; the President or the Board of Trustees may limit total comments to thirty minutes.  There was no public comment.

VI.

Meeting Schedule, Future Events and Current and Future Exhibits

A.2006 Board of Trustees Meetings

B.2006 Executive Committee Meetings

Future Events

D.Current and Future Exhibitions (*Exhibitions organized by FAMSF)

VII.

Adjournment - Diane B. Wilsey, President

There being no further business, President Wilsey adjourned the meeting at
4:15  p.m.

Respectfully submitted,

Judy Gough
Executive Secretary


Note:  These minutes set forth all actions taken up by the Board of Trustees on matters stated, but not necessarily in the order in which the matters were considered.