I.

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

A meeting of the Executive Committee of the Board of Trustees of the Fine Arts Museums of San Francisco was held on Thursday, December 15, 2005, in the Rohlen Conference Room, Administrative Suite, de Young, Golden Gate Park, 50 Hagiwara Tea Garden Drive, San Francisco.  A quorum being present, the meeting was called to order at 11:20 a.m. [1] by Diane B. Wilsey, President. 

President Wilsey presided; Mrs. Gough acted as Secretary.

II.

Calling of the Roll

Present:

Alvin H. Baum, Jr.
Marion Cope
Diane B. Lloyd-Butler, Vice President for Marketing and Communications
Nion McEvoy
Robert P. Morrow III
Marianne H. Peterson
Michael H. Podell
Louise H. Renne
Shelagh Rohlen, Vice President for Annual Support
Randolph H. Scott, Vice President for Audience Development and Civic Affairs
Lonna Wais
Diane B. Wilsey, President

Excused:

Iris S. Chan

Other Trustees in Attendance:

Richard W. Goss II
George Hecksher, Vice President for Collections
J. Burgess Jamieson
Steven MacGregor Read
Paul A. Violich, Vice President for Finance

III.

Report of the President – Diane B. Wilsey

A. Consideration and Possible Action to Approve the Minutes of the October 20, 2005 Meeting of the Board of Trustees

There being no discussion among the Trustees or members of the public, the minutes of the October 20, 2005 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 Minutes of the November 17, 2005 Special Meeting of the Board of Trustees

There being no discussion among the Trustees or members of the public, the minutes of the November 17, 2005 special meeting of the Board of Trustees, having been mailed in advance to all Trustees, were unanimously approved.

C. Consideration and Possible Action to Adopt a Resolution of Appreciation Honoring Harry S. Parker III Upon His Retirement as Director of the Fine Arts Museums of San Francisco

President Wilsey regretfully acknowledged Mr. Parker’s retirement at the end of December and recognized that today’s meeting was his final Board meeting as Director of the Fine Arts Museums of San Francisco.  She read the following resolution in his honor:

WHEREAS, On December 31, 2005, Harry S. Parker III will retire as Director of the Fine Arts Museums of San Francisco, having completed more than eighteen years of distinguished service to the Museums; and

WHEREAS, Less than one year following his appointment as Director of Museums on July 1, 1987, the Board of Trustees approved his bold proposal to reorganize the de Young and Legion of Honor, maintaining each with a distinct identity consistent with their respective histories and collections; and

WHEREAS, The reorganization plan called for the exhibition of the European, Ancient, and Prints and Drawings collections at the Legion of Honor, with the Museums’ holdings in American art, the arts of Africa, Oceania, and the Americas, and Textiles exhibited at the de Young; and

WHEREAS, Concurrent with the reorganization plan, Mr. Parker recommended and the Board of Trustees approved a new acquisition priority in the area of 20^th century and contemporary art, in order for the institution to become more vital and relevant, and to present the most comprehensive view of art history possible; and

WHEREAS, Under Mr. Parker’s leadership, the Museums developed a new vision and mission statement for the institution, with an emphasis on education, outreach, diversity, and the Museums’ role as an active and essential part of community life; and

WHEREAS, The October 17, 1989 Loma Prieta earthquake led to the renovation and seismic upgrade of the Legion of Honor, which was completed in 1995 and displays over 1,200 objects from the collections of 4,000 years of Ancient and European art and works on paper; and

WHEREAS, Mr. Parker continued to build the exhibition and program schedule at the Legion of Honor, to usher in a new era of public interest in the museum following its renovation and to position it to carry our institution forward, particularly during the construction period for the new de Young; and

WHEREAS, The seismic risk to the de Young necessitated its rebuilding, which was accomplished following almost ten years of planning including the selection of Herzog & de Meuron Architekten AG to design the building, Fong & Chan Associates as the principal architects, and Hood Design to develop the landscape; and

WHEREAS, Mr. Parker directed the efforts of the de Young planning process, including feasibility studies, program analyses, and environmental assessments, while also successfully obtaining all required regulatory and political approvals; and

WHEREAS, The Board in conjunction with Mr. Parker led the staff in the construction of the building, the bond financing, the movement of the collections, the planning and installation of the galleries, the management of the capital campaign, and the implementation of the opening events; and

WHEREAS, Following two years and ten months of construction and nine months of installation of the collections, the new de Young in Golden Gate Park opened to grand acclaim on October 15, 2005 attracting over 50,700 visitors to the opening weekend festivities; and

WHEREAS, The new de Young showcases nearly 2,000 works of art and features vastly expanded gallery space for the arts of Africa, Oceania, and the Americas, 20^th-century and contemporary art, textiles, and photography, highlighting the diversity and international scope of the collections and underscoring the institution’s commitment to making the collections as accessible as possible to the public; and

WHEREAS, Mr. Parker was instrumental to the reinstatement of indemnification eligibility to the de Young, emphasizing the importance of the civic and private effort to restore the de Young’s international role in creating and receiving distinguished exhibitions of worldwide significance; and

WHEREAS, During his tenure, 23,179 artworks valued at approximately $226,921,522, entered the Museums through purchase and gift, most notably substantial collections acquired for the arts of the Americas, Africa, and Oceania, demonstrating a commitment to expanding the diversity of the collection and representing world cultures; and

WHEREAS, Mr. Parker’s dedication to international cooperation has led to extraordinary collaborative efforts between countries, including the exhibition, Courtly Art of the Ancient Maya, and its related programs, the loan of select works from the African art collection to venues in Mexico, and Mexico’s loan of the ancient Olmec sculpture, Colossal Head, Monument #4, for the opening of the new de Young; and

WHEREAS, Mr. Parker spearheaded the effort to computerize and fully account for the entire collection of over 105,000 works of art at the Legion of Honor and the de Young; and

WHEREAS, In 1990, the Board of Trustees approved an ambitious and visionary Audience Development plan developed and implemented by Mr. Parker, which increased attendance, ensured public access, attracted a diverse audience that was more representative of San Francisco and Bay Area communities, created a large regional base of support, informed the community and the public of the Museums’ mission and programs, created opportunities for community involvement in developing museum policies and programs, educated visitors through interpretive materials and teaching programs, and promoted the image of the Museums locally, regionally, nationally, and internationally; and

WHEREAS, Mr. Parker also worked skillfully to diversify the Museums’ staff, including the adoption of an Affirmative Action plan in 1993; and

WHEREAS, Since 1987, the Museums have presented seventy-seven major exhibitions, thirty-one of which were organized or co-organized by the Museums, including Teotihuacan: City of the Gods, Monet: Late Paintings of Giverny from the Musée Marmottan, Facing Eden: 100 Years of Landscape in the Bay Area, Pergamon: The Telephos Frieze from the Great Altar, Faberge in America, Masters of Light: Dutch Painters in Utrecht during the Golden Age, Picasso and the War Years: 1937-1945, Wayne Thiebaud: A Paintings Retrospective, Courtly Art of the Ancient Maya, and Hatshepsut: from Queen to Pharaoh; and

WHEREAS, During Mr. Parker’s tenure, sixty-one books and exhibition catalogues were published by the Fine Arts Museums of San Francisco, among them Courtly Art of the Ancient Maya, Pergamon: The Telephos Frieze (volumes 1 and 2), Masterworks of American Painting at the de Young, Picasso and the War Years: 1937-1945, Artists’ Books in the Modern Era 1870-2000: The Reva and David Logan Collection of Illustrated Books, and Artwear: Fashion and Anti-fashion; and

WHEREAS, Mr. Parker’s commitment to education expanded the depth and breadth of the Museums’ educational offerings, drawing national attention and acclaim for the Museums’ innovative programs and establishing the de Young, in particular, as a major center for art education; and

WHEREAS, In 1996, the Museums launched the groundbreaking and critically acclaimed website, www.thinker.org, which offers the largest online Imagebase of any museum in the world and continues to serve over three million worldwide users each year; and

WHEREAS, During Mr. Parker’s tenure, museum membership has risen from 45,000 households in 1996, when the membership program split from the Museum Society shared with the Asian Art Museum, to a current level of 65,000, which is still

rapidly rising and approaching levels not seen in the history of our institution since the Treasures of Tutankhamen; and

WHEREAS, Since 1987, the Friends and Associates Annual Fund program has grown to over 1,220 donors representing $3.8 million dollars in annual contributions, attesting to Mr. Parker’s fundraising adeptness; and

WHEREAS, Mr. Parker’s financial acumen is exceptional and resulted in balanced operating budgets before the closure of the de Young for construction, as well as keeping deficits as low as possible during the construction period by containing expenses and holding popular exhibitions; and

WHEREAS, The remodel of the Legion of Honor and the building of the new
de Young will contribute substantially to the financial stability of the institution for years to come; and

WHEREAS, As a Department Head for the City of San Francisco, he worked tirelessly as an advocate for the Museums as well as the city’s other cultural institutions, skillfully negotiating the Museums’ City budget appropriation each year, securing increased funding to support the operation of the new de Young, and maintaining strong ties with the mayor, supervisors, and other City departments and officials; and

WHEREAS, Under Mr. Parker’s stewardship, the Foundation’s Endowment has grown from $23 million in 1987 to a current total of $96 million, with an additional $5.8 million to be received in early 2006, bringing the Endowment to a total of over $100 million; now, therefore, be it

RESOLVED, That the Board of Trustees of the Fine Arts Museums of San Francisco does hereby extend its deepest gratitude to Harry S. Parker III for his visionary leadership and myriad accomplishments, especially his tenacity and resolve in renovating the Legion of Honor and building the new de Young, which have brought the Museums to their respected place in the museum world; and, be it

FURTHER RESOLVED, That this Board elects Harry S. Parker III an Honorary Trustee; and, be it

FURTHER RESOLVED, That this Board expresses its appreciation to Ellen Parker, the ultimate ambassador of good will, who has been constant in her devotion to the Fine Arts Museums and serving the institution in countless ways, including her active participation as a member of the Flower Committee, her presence at innumerable Museum events, and most recently volunteering on a daily basis in the Development Department to prepare for the opening of the new de Young; and, be it

FURTHER RESOLVED, That this Board does hereby express its heartfelt thanks to and great affection for Ellen and Harry Parker, and by acclamation extends every good wish to them in the future; and, be it

FURTHER RESOLVED, That this Board proclaims that it will forever be “just wild about Harry.”

The Board of Trustees acknowledged Director Parker with a sustained and heartfelt standing ovation.  On motion, duly seconded, there was no discussion among Trustees.  There was no public testimony.  By acclamation, the Board of Trustees voted unanimously to adopt the above resolution as Board Resolution 1591.  President Wilsey presented Director Parker with a framed copy of the resolution.  Mr. Parker expressed his sincere gratitude to the Board of Trustees for its support and willingness to address challenging matters over the years.  He stated that it has been a privilege to have served as Director of the Fine Arts Museums of San Francisco for the past eighteen years.

President Wilsey presented two proclamations from Mayor Gavin Newsom and the Board of Supervisors honoring Director Parker, which declare December 15, 2005, “Harry Parker Day in San Francisco”.

D. Consideration and Possible Action to Approve the Appointment of an Acting Director of Museums from January 1 through January 31, 2006

President Wilsey noted that John E. Buchanan, Jr., will assume the responsibilities of Director of the Fine Arts Museums of San Francisco effective February 1, 2006.  He will represent the Museums at the Association of Art Museum Directors meeting from January 30^th through February 3^rd, and his first day in the office will be February 6^th.  President Wilsey recommended that Robert Futernick, Associate Director of Museums; Steve Dykes, Deputy Director of Budget and Finance; and Debbie Albuquerque, Deputy Director for Operations and Personnel, collectively serve as Acting Director of Museums during the month of January 2006.  Mr. Parker clarified that the City requires that the Museums’ City employees be represented by a senior City employee, namely Ms. Albuquerque.   In addition, President Wilsey noted that, at her request, Judy Gough, Executive Secretary, Museums, will attend their meetings in an effort to keep the President informed of developments during the month of January.

On motion, duly seconded, there was no discussion among Trustees.  There was no public testimony.  The Executive Committee voted unanimously to approve the appointment of Robert Futernick, Associate Director of Museums; Steve Dykes, Deputy Director of Budget and Finance; and Debbie Albuquerque, Deputy Director for Operations and Personnel; to collectively serve as Acting Director of Museums during the month of January 2006.

E. Consideration and Possible Action to Adopt a Resolutio n Authorizing the Director to Accept Year End Gifts of Art – George Hecksher, Vice President for Collections, and Chair of the Acquisitions Committee of the Fine Arts Museums Foundation

The following resolution, recommended for adoption by the Acquisitions Committee of the Fine Arts Museums Foundation, was presented by Chair Hecksher:

RESOLVED, That the Board of Trustees of the Fine Arts Museums of
San Francisco, upon the recommendation of the Chair of the Acquisitions Committee, does hereby authorize the Director (or his designee) to accept gifts of art offered to The Fine Arts Museums Foundation and the Fine Arts Museums of San Francisco

from September 27, 2005 (last Acquisitions Committee meeting) through December 31, 2005, if in his (or his designee’s) judgment, he deems it acceptable; and, be it

FURTHER RESOLVED, That the Director shall report to the Boards of
Trustees of The Fine Arts Museums Foundation and the Fine Arts Museums of
San Francisco at their next meetings, the gifts of art accepted during this period.

On motion, duly seconded, there was no discussion among Trustees.  There was no public testimony.  The Executive Committee voted unanimously to adopt the above resolution as Board Resolution 1592.

F. Consideration and Possible Action to Recommend to the Board of Trustees Revisions to the Bylaws of the Fine Arts Museums of San Francisco 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

President Wilsey reviewed the circumstances leading to the consideration of a amendment to the FAMSF Bylaws pertaining to the term of the President.  She reported that each of the final candidates considered for the Director of Museums position inquired as to the length of her term as President and were advised that her term as President will expire in April 2007.  For reasons of continuity and the pending retirement of several key senior staff members, the matter of an additional term for the President became an important consideration for the final candidates.  President Wilsey stated that a commitment was made to Director Designate John Buchanan to pursue a change in the Bylaws to make an additional three year term as President possible.  In addition, she expressed the desire to address this matter as expeditiously as possible.  President Wilsey emphasized that the Board of Trustees elects its officers, including the President, through a nominating process at the recommendation of the Nominating Committee.  She further noted that the Nominating Committee might wish to consider the matter of term limits.  Given this unique situation, Deputy City Attorney Adine Varah assisted in drafting the following revision to the FAMSF Bylaws:

Article I, Board of Trustees, Section 1, Trustees, page 1:

“… The President shall be eligible for a fourth additional terms as a Trustee, which term ends when the individual ceases serving as President. … “

At the request of President Wilsey, search consultant Mark Oppenheim reiterated the concerns of the final candidates regarding this matter.  Ms. Varah pointed out that the Bylaws change represented a policy change and does not alter the requirements for electing officers.  A Trustee may serve three consecutive three year terms.  The proposed Bylaws amendment would make it possible for a President to serve additional three year terms. 

Discussion ensued among the Trustees.  At the request of President Wilsey, all staff were excused from the meeting.  Deputy City Attorney Varah was present and confirmed that the meeting would continue to remain open to the public.  The Executive Committee continued its deliberations.  It was the consensus to revise the Bylaws to reflect that a President shall be eligible for up to five terms.  Ms. Varah then discussed additional proposed revisions to the Bylaws, which clarify the terms of Trustees by deleting language no longer in effect and which update references to the City’s Sunshine Ordinance. 

There was no public comment.   The Executive Committee voted unanimously to recommend the following revisions to the Bylaws of the Fine Arts Museums of San Francisco to the Board of Trustees of the Fine Arts Museums of San Francisco at its next meeting on January 26, 2006.

Article I, Board of Trustees, Section 1, Trustees, page 1:

Clarifies the terms of Trustees and the term of the President of the Board of Trustees

Section 1.  TRUSTEES.  …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.  …

Article IV, Meetings, Section 7, Public Testimony, page 4

Updates references to the City’s Sunshine Ordinance

Section 7.  PUBLIC TESTIMONY.  A member of the public shall be allowed to give testimony beforeor during 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 andSunshine Ordinance Section 67.1517]

Article IV, Meetings, Section 8, Public Comment, pages 4 and 5

Updates references to the City’s Sunshine Ordinance

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]

President Wilsey requested staff to return to the meeting.

G. Consideration and Possible Action to Approve the Resignation of Joy Ou from the Board of Trustees of the Fine Arts Museums of San Francisco Effective December 1, 2005

A motion was made and seconded to approve the resignation of Joy Ou from the Board of Trustees of the Fine Arts Museums of San Francisco effective December 1, 2005.  There was no discussion among Trustees.  There was no public testimony.  The Executive Committee voted unanimously to approve the resignation of Joy Ou from the FAMSF Board of Trustees effective December 1, 2005.

IV.

Director’s Report - Harry S. Parker III

A. Consideration and Possible Action to Approve Loan Requests

Mr. Parker presented the following loan requests:

1. From:   San Diego Museum of Art, San Diego, CA

For: Goya Portraits
San Diego Museum of Art:  4/8/06 to 6/18/06

Francisco José de Goya y Lucientes (Spanish, 1746-1823)
Don Ramon de Posada y Soto, 1801
Oil on canvas, 110.2 x 85.7 cm (43 3/8 x 33 ¾ in.)
Fine Arts Museums of San Francisco, Gift of the Samuel H. Kress Foundation
61.44.26

Stipulations:   The painting will be accompanied by a FAMSF courier to San Diego and return to San Francisco.  All related expenses will be paid by the requesting organization.

*****

2. From:  Sterling and Francine Clark Art Institute, Williamstown, MA

For:  The Clark Brothers Collect Renoir to Matisse, Homer to Hopper
Sterling and Francine Clark Art Institute:   6/3/06 to 9/4/06
Metropolitan Museum of Art:  9/24/07 to 1/30/08

Thomas Pollock Anschutz (American, 1851-1912)
The Ironworkers’ Noontime, 1880
Oil on canvas, 17 x 23 7/8 (43.2 x 60.6 cm)
Fine Arts Museums of San Francisco, Gift of Mr. and Mrs. John D. Rockefeller 3rd
1979.7.4

Stipulations:  The painting will be accompanied by a FAMSF courier to Williamstown and New York and return to San Francisco.  Painting must return to FAMSF between venues. All related expenses will be paid by the requesting organization.

*****

A motion was made and seconded to approve the loan requests noted above.  There was no discussion among Trustees.  There was no public testimony.  The Executive Committee voted unanimously to approve the loans subject to the conditions stated.

V.

Public Comment

Members of the public may address the Executive Committee on items that
are within the subject matter jurisdiction of the Fine Arts Museums of San Francisco.  Speakers may address the Executive Committee for up to three minutes; the President
or the Executive Committee may limit the total comment 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, the meeting was adjourned at 12:20 p.m.

Respectfully submitted,



Judy Gough
Executive Secretary

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