I.

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

A regular meeting of the Board of Trustees of the Fine Arts Museums of San Francisco was held on Thursday, January 27, 2011, in the Piazzoni Murals Room of the de Young Museum, Golden Gate 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 3:10 p.m. by Diane B. Wilsey, President.

President Wilsey presided; Mrs. Gough acted as Secretary.

II.

Calling of the Roll

The following Trustees were present:

Adolphus Andrews, Jr.
Carol W. Casey
David H. S. Chung, Vice President for Finance
Jason M. Fish
Vanessa Getty
Frankie Jacobs Gillette
Frederick M. Goltz
Cynthia Fry Gunn
Lauren Hall
Lucy Young Hamilton
Laure Fullerton Headrick
Gretchen Kimball
Kathryn Lasater, Vice President for Development
Louise H. Renne
Venetta S. Rohal
Lisa M. Sardegna
David Spencer
Jeana Toney
Trevor D. Traina
Robert T. Wall
Diane B. Wilsey, President
Lisa Zanze

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

Edward D. Baker III
Zachary S. Bogue
Carol N. Bonnie
Penny Coulter
Belva Davis, Vice President
Juliet de Baubigny
Denise B. Fitch
Karen B. Francois
John A. Friede
Elise Friedman
Carlos A. Garcia
Wheeler S. Griffith
Katherine Harbin
Janet W. Lamkin
David Lamond
Lawrence B. Low
Monica Maduro (Leave of Absence)
Nancy McFadden
Carl Pascarella
Arlene Schnitzer
Susan S. Swartz
Jim Tananbaum

The following Ex-Officio Trustees were unable to be present:

Mayor Edwin M. Lee
Mark Buell, President, Recreation and Park Department

Other Trustees in attendance were:

Cheryl Bancroft
George Hecksher, Vice President for Collections
Jack McDonald
Lorna F. Meyer
Paul A. Violich

III.

Report of the President – Diane B. Wilsey

A. Consideration and Possible Action to Approve the Minutes of the December 14, 2010 Meeting of the Executive Committee of the Board of Trustees

There being no discussion among the Trustees or members of the public, the minutes of the December 14, 2010 Executive Committee meeting of the Board of Trustees, having been mailed in advance to all Trustees, were unanimously approved.

B. Training Session on Chapter 67 of the San Francisco Administrative Code, the Sunshine Ordinance – Virginia Elizondo, 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 Virginia Elizondo proceeded to review the key points outlined in the Sunshine Ordinance training material, “Sunshine Laws for Board Members,” which was distributed to Trustees.  She 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 email 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 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. Elizondo concluded her remarks; Trustees may contact her with any questions at 554-4654.  Trustees were reminded to sign and return the Sunshine Ordinance Training Declaration Form, distributed at the meeting, to Judy Gough, Executive Secretary, for filing with the Ethics Commission.  President Wilsey thanked Deputy City Attorney Elizondo for her presentation.  There was no public comment.

C. Consideration and Possible Action to Accept the Report of 2010
Year-End Gifts of Works of Art – George Hecksher, Vice President for Collections and Chair of the Acquisitions Committee

Chair Hecksher, Vice President for Collections and Chair of the Acquisitions Committee of the Fine Arts Museums Foundation, reported that 54 artworks were received from 28 donors at the end of 2010.  He expressed gratitude to the donors for their continued generosity and support of the Fine Arts Museums.

At Chair Hecksher’s request, Timothy Anglin Burgard, Curator in Charge of American Art, discussed the remaining partial interest gift of a major sculpture by Henry Moore, Two Piece Reclining Figure, No. 9 (1968).  It was installed in Wilsey Court as part of the Fifth Anniversary of the de Young celebration last October.  This was particularly noteworthy as the sculpture was on view in the sculpture garden of the new de Young when it re-opened in October 2005. 

Chair Hecksher acknowledged the following year-end gifts from several current and former Trustees:  a) twelve works of pre-Columbian art; b) a Salvador
Dali sculpture, Space Venus (1964); c) two portfolios by Robert Bouché, The Morning After: Frankfurt, Madrid and Portugal and The Morning After: Paris; d) a partial interest in twelve works of contemporary craft from the wife of a late former Trustee; e) an American painting, Untitled (New Jersey beachscape), by Walter Stuempfig; and f) 43 drawings by Ruth Asawa.  In addition, Silvered Venetian with Spring Green and Wine Spotted Flowers, 2010, by Dale Chihuly, was gifted by the artist and his wife in honor of late Trustee George Saxe.  Chair Hecksher also noted a year-end gift of three Diane Arbus photographs, ca. 1961-1971.

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 of the 2010 Year-End Gifts of Works of Art attached as Appendix I of these minutes.  The Board of Trustees recognized the continued generosity and support of the donors with sincere appreciation.

D. Other Informational Items

Bequest of the Remaining Ten Percent Partial Interest in Ponds and Streams by Wayne Thiebaud

Chair Hecksher then asked Mr. Burgard to comment on the recent bequest from a former Trustee.  In the 1960’s, Wayne Thiebaud turned his interest to the California landscape.  Ponds and Streams, 2001, depicts the Central Valley from an almost abstract vertical perspective and exemplifies Thiebaud’s motif of the fine line between nature and culture.  It is most fitting that this painting is the bequest of a renowned environmentalist, whose estate made it possible for the Museums to acquire the remaining 10 % interest in this painting.  Ponds and Streams will be presented at the next Acquisitions Committee meeting in February for approval recommendation to the Board of Trustees.

Appointment of Chief Financial Officer

President Wilsey announced the appointment of Michele Gutierrez as Chief Financial Officer of the Museums.  The position has been vacant for over a year, and at the recommendation of the auditors, the Museums have moved forward with this appointment.  A search will be conducted for this position, and Ms. Gutierrez will be a candidate. 

Appointment of Chief Operating Officer

President Wilsey also noted that Julianne Markow will assume the responsibilities of Chief Operating Officer effective March 7.  She advised that a smooth transition is expected and that the hiring of a COO will allow John E. Buchanan, Jr., Director of Museums, to spend more time on securing extraordinary and successful exhibitions for the Museums.  She applauded him for the exemplary job he has done in managing the Museums and bringing remarkable, high quality exhibitions to the Fine Arts Museums and San Francisco.

President Wilsey discussed the authority of the Board of Trustees in the management of the Museums and emphasized the broad powers of the Board as stipulated in the Bylaws.

IV.

Report of the Director – John E. Buchanan, Jr.

President Wilsey advised that Mr. Buchanan was unable to attend the meeting due to an emergency.  Associate Director Robert Futernick presented the Report of the Director.

A. Consideration and Possible Action to Approve Loan Requests

Mr. Futernick presented the following loan requests:

1. From: Institut de Cultura: Museu Picasso, Barcelona, Spain

For: Eating Fire: Picasso’s Discovery of Paris (1900 – 1907)
Institut de Cultura: Museu Picasso: 6/29/11 – 10/16/11

Paul Gauguin (French, 1848–1903)
L'arlèsienne, Mme. Ginoux (The Woman from Arles, Madame Ginoux), 1888
Colored chalks and charcoal with white chalk on wove paper
Sheet: 561 x 492 mm (22 1/16 x 19 3/8 in.); Frame: 854 x 744 x 44 mm (33 5/8 x 29 5/16 x 1 3/4 in.)

Fine Arts Museums of San Francisco, Memorial gift from Dr. T. Edward and Tullah Hanley, Bradford, Pennsylvania, 69.30.78

Stipulations:The painting must be accompanied by a FAMSF courier to and from the Institut de Cultura: Museu Picasso, Barcelona.  Spain.  All related expenses will be paid by the requesting organization.

2. From: Allentown Art Museum, Allentown, PA

For: Shared Treasures: The Legacy of Samuel Kress
Allentown Art Museum: 10/16/11 - 1/15/12

Giovanni Battista Tiepolo (Italian, 1696–1770)
The Empire of Flora, ca. 1743
Oil on canvas
28 1/4 x 35 in. (71.8 x 88.9 cm)
Fine Arts Museums of San Francisco, Gift of the Samuel H. Kress Foundation

Stipulations:The painting must be accompanied by a FAMSF courier to and from the Allentown Art Museum, Allentown, PA.  All related expenses will be paid by the requesting organization.

3. From: Musée d’Orsay, Paris, France

For: The Cult of Beauty: The Aesthetic Movement 1860-1900
Musée d’Orsay: 9/12/11 - 1/15/12

John Roddam Spencer Stanhope (English, 1829–1908)
Love and the Maiden, 1877
Tempera, gold paint and gold leaf on canvas
137.2 x 200.7 cm (54 x 79 in.); Frame: 177.8 x 242.6 x 13.3 cm
(70 x 95 1/2 x 5 1/4 in.)

Fine Arts Museums of San Francisco, Museum purchase, European Art Trust Fund, Grover A. Magnin Bequest Fund and Dorothy Spreckels Munn Bequest Fund 2002.176

Stipulations:The painting must be accompanied by a FAMSF courier to and from the Musée d’Orsay, Paris, or be part of a couriered shipment for The Cult of Beauty exhibition.  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 or public testimony.  The Board of Trustees voted unanimously to approve the loans, subject to the conditions stated.

B. Consideration and Possible Action to Adopt a Resolution Authorizing
the Board President and Director of Museums to Submit the Fiscal Year 2011-12 City Budget

Mr. Futernick introduced the following resolution authorizing the Board President and Director of Museums to submit the Fiscal Year 2011-12 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 2011-12 City Budget Request.

On motion, duly seconded, there was no further discussion among Trustees.  There was no public testimony.  The Board of Trustees voted unanimously to adopt the above resolution as Board Resolution 1705.

C. 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, 2010

The city’s Sunshine Ordinance requires the Fine Arts Museums to disclose the amount and source of all gifts received.  Mr. Futernick presented the following resolution, which acknowledges funding expended by the Corporation of the Fine Arts Museums during the period July 1 through September 30, 2010.

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; 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 $7,841,989 expended by the Corporation of the Fine Arts Museums for operations during the period July 1 through September 30, 2010.

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 1706.

D. Consideration and Possible Action to Adopt a Resolution  Acknowledging Bequests of Funds Received During the Period July 1 through September 30, 2010

In accordance with the city’s Sunshine Ordinance, bequests received by the Fine Arts Museums must also be disclosed.  Mr. Futernick introduced the following resolution acknowledging the subsequent bequests of funds received by the Museums during the periods July 1 through September 30, 2010:

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, 2010:

Carson Sisters Trust, $89.23
Estate of Henry Perrin, $27,000
Mohr Family Trust, $591.71

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 1707.

V.

Public Comment

Members of the public may address the Board of Trustees on items 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 the total comment to thirty minutes.  There was no public comment.

VI.

Meeting Schedule, Future Events and Current and Future Exhibits

A. 2011 Board of Trustees Meetings

B. 2011 Executive Committee Meetings

C. Future Events

D. Current and Future Exhibitions[1]

Legion of Honor - Major Special Exhibitions

de Young Museum -  Major Special Exhibitions

VII.

Adjournment - Diane B. Wilsey, President

There being no further business, President Wilsey adjourned the meeting at 3:50 p.m.

Respectfully submitted,

Judy Gough
Executive Secretary, Museums