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Oakland Museum Of California Board Of Trustees Meeting Minutes
October 28, 2004
Museum Restaurant
5:00 p.m. – 6:00 p.m.

Regular Meeting | Annual Meeting

REGULAR MEETING

ROLL CALL

Trustees Present:
Ophelia Basgal, William Chiasson, Matthew Cox, Christopher Curtis, Richard DeAtley, Virginia Furth, Lance Gyorfi, Anthony Harris, Melvin Harrison, Daryl Lillie, Judith McKee, Christopher McLain, Kirk Miller, Missy Nelson, Maria Ochoa, Jackalyne Pfannenstiel, Phyllis Pfeiffer, Dennis Power, Marianne Robison, Margaret Russell, Katherine McKenney Shea, Timothy Silva, Brian Washington, and Penelope Wong

Trustees Excused:
Harold Jones, Jacqueline Kane, John McDonald, Laurence O’Neil, and Mary Perry Smith

Staff Present:
Jan Berckefeldt, Dorothy Hood, Christiaan Klieger, Mark Medeiros, William Milny

Volunteers Present:
Peter Barnett, Lois Corrin, Marilyn Couch, and Mary Reynolds

Guest Present:
Charles Wollenberg

1. CALL TO ORDER/INTRODUCTIONS – Lance Gyorfi

Chair Gyorfi called the meeting to order at 4:55 p.m. New board member Matthew Cox and returning board member Timothy Silva where introduced and welcomed. Chair Gyorfi distributed gifts to retiring board members Ophelia Basgal, Kirk Miller, and Jackalyne Pfannenstiel and expressed his appreciation to each for their work and contributions made to the Foundation.

On a motion duly made and seconded (Curtis/Washington), the following resolution was unanimously adopted:

WHEREAS, Jackalyne Pfannenstiel has served with distinction as Chair of the Oakland Museum Foundation Board since October of 2003; and,

WHEREAS, serving in this capacity requires tremendous dedication, commitment, creativity and leadership; and,

WHEREAS, Ms. Pfannenstiel has served as Chair during a time of both unusual opportunity and as well as challenge; and,

WHEREAS, Ms. Pfannenstiel has responded to this challenge thoughtfully and effectively, and always in the best interests of the Oakland Museum of California; and,

WHEREAS, Ms. Pfannenstiel's leadership as Chair has specifically resulted in improved financial reporting; the creation of a platform to support an unprecedented capital campaign; the completion of plans for a fully renovated and redesigned museum; and enhanced Board participation and dedication in furtherance of the Oakland Museum of California's mission.

NOW, THEREFORE, BE IT RESOLVED, The Trustees of the Oakland Museum of California gratefully thank Ms. Pfannenstiel for her unselfish work, and for her unconditional gift of thought, time and energy on behalf of the Museum and the Board; and,

RESOLVED FURTHER, The Board offers its very best wishes and lasting friendship to Ms. Pfannenstiel.

2. APPROVAL OF MINUTES – Lance Gyorfi

On a motion duly made and seconded (Curtis/DeAtley), the following resolution was unanimously adopted:

RESOLVED, that the minutes of the September 23, 2004 Board of Trustees meeting is approved as mailed.

3. CHAIR’S REPORT – Lance Gyorfi

Chair Gyorfi said it was confirmed at the board conference that the basic strategies established to strengthen audience development, financial strength, and improve collections are correct. It was also agreed to focus on the following: the Capital Campaign/renovation; get a written agreement with the City; look at the performance of exhibits; make revisions of mission, strategy, and tactics; and return to a more stable financial situation. Chair Gyorfi said he is confident the financial situation will improve under the leadership of William Chiasson who chairs the Finance Committee. The same confidence was expressed in Anthony Harris who has agreed to chair the Audience Development Committee.

Chair Gyorfi urged trustees to review the draft copy of the Trustees Handbook for it is critical to continue to build relationship with each other and staff. It is also important to continue to build a relationship with the City and to assist in this effort Brian Washington has agreed chair the Government Relations Committee. Lastly, there is a need to improve relationships with donors and supporters.

As an aide in helping to keep an eye on critical issues, the following matrix will be used as a guide:

Item or Area Person
Responsible.
Expected
Compl.
Comments
Campaign/Renovation      
Campaign mat’ls Jan B via Linda Petersen Dec 04  
Current assessment Jan B via Lynn Heinrich Dec 04  
City/Foundation Agreement Lance Gyorfi Mar 05  
Initial Mtg. w/ city Lance & Brian Dec 1, 04 Meeting date established and City Atty (Margaret Fujioka) assigned to work on MOU
Museum Staff Accountability      
Board priorities document (includes several acctbly items - HBS recommendations) Lance & Dennis Dec 04 Finalize doc and agree on metrics.
Review with board in Jan
Museum metrics monitored Dennis Power Nov 04 Report to board qtrly.
Process to analyze special exhibits for achieving objectives, attendance, costs vs. budget, revenues, memberships Dennis with Audience Dev Dec 04 Start look backs now to learn for future. Est. clear goals for future exhibits
Ensure staff understands their limits of delegation of authority Bill Chiasson
Lance Gyorfi
Dec 04 Put in place a delegation of authority process.
Revision of Mission/Strategy      
Ad Hoc committee to propose revisions Lance Gyorfi Jan 05 Committee members being solicited
Robust, regular strategic planning process in place      


Mr. Gyorfi said he will try to improve the structure of the meetings and will continue to make the meetings interesting and will also look for other locations to hold meetings. Also, trustees were encouraged to make suggestions on how to improve meetings and to make suggestions for various meeting locations. Trustee Richard DeAtley suggested holding a meeting at the Collection Center.

4. EXECUTIVE DIRECTOR’S REPORT – Dennis M. Power

Executive Director thanked Ms. Pfannenstiel for her leadership and for moving the reporting process to a new level and said staff is looking forward to working with Mr. Gyorfi who brings with him good organizational skills and a good sense of humor.

Since the opening of “What’s Going On?” 150 memberships have been sold at the Admission Desk. The number of school groups attending have been as high as 300 per week but will probably stay at around 200. Attendance for the “Days of the Dead” event was approximately 1,880.

Visitor feedback for the “What’s Going On?” has been excellent; however, attendance has been low. It is estimated that only 20,000 to 30,000 visitors will attend the show until closing; the reason for low attendance will be examined. Because of limited funds, the exhibit has had reduced advertising. Eventually there will be an increase in advertising, visitors will be offered discounts to come back to see the show, and group rates will be given. All veterans will be admitted free to the museum on Veteran’s Day.

The marketing plan for “What’s Going On?” will be reviewed by trustee Pfeiffer and the Audience Development Committee, and it was also suggested the marketing plan for “What’s Going On” be sent to the entire board.

Dr. Power also reported as follows: the plans for the museum renovations are going very well; the contract with the lobbyist, Townsend Public Affairs, was terminated about a month and half earlier than planned; trustees Harrison, Curtis and staff interviewed three architectural firms to work on the CCRC and recommended hiring Michael Willis Architects. The architect will work under the direction of the CCRC project manager Vanir Construction Management. It was requested that a resolution be passed regarding the hiring of Michael Willis Architects as the CCRC architect.

On a motion duly made and seconded (McLain/DeAtley), the following resolution was unanimously adopted:

WHEREAS, the Oakland Museum of California Foundation is authorized by the City of Oakland to manage renovation of 450 Lancaster Street, a building under long-term lease by the City, for the purposes of becoming the California Collections and Research Center; and
WHEREAS, following the assessment of three local architects capable of working with the Foundation’s project manager Vanir Construction Management; now, therefore,
BE IT RESOLVED, that the Board of Trustees hereby authorizes the Executive Director to negotiate and execute an agreement with Michael Willis Architects in a base amount not to exceed $356,000 including subconsultants, with the option of an additional $12,000 should the City of Oakland require Fundamental Commissioning to confirm the mechanical improvements meet the LEED specified standards, and for printing and other reimbursable expenses not to exceed $5,000; and be it
FURTHER RESOLVED, that to the extent allowable costs for the architectural services shall be met from Measure G bond proceeds.

5. FINANCE COMMITTEE REPORT – William Chiasson

Trustee Chiasson reported that as of the first two months of the fiscal year there was a $600,000 deficit, which is primarily due to low attendance and the cost of mounting the “What’s Going On” exhibit. The draft management letter from auditor Armanino McKenna focuses on three areas: getting clarity around the City and Foundation relationship; the segregation of duties for the approval of items; and greater clarity of contract approvals and what curators can approve. As stated in “Nonprofit Integrity Act Area of Governance,” a separate committee must be establish to review the auditor’s reports for this task should not be done by the Finance Committee.

6. NOMINATING COMMITTEE REPORT – Daryl Lillie

Trustee Lillie submitted the name of Canh Viet Le as candidate to be a member of the Board of Trustees. Several trustees met Mr. Le and said he is intelligent, charismatic, and would be a stellar addition to the board.

On a motion duly made and seconded (Lillie/Harrison), the following resolution was unanimously adopted:

RESOLVED, that Canh Viet Le is elected to the Oakland Museum of California Foundation Board of Trustees for a term ending as of the Annual Meeting in October 2007.

Ms. Lillie asked those members who attended the board conference to fill out the distributed board assessment form and asked all to review the draft of the Board of Trustees Handbook. She also said helpful materials can be ordered through BoardSource and had literature on hand for anyone interested. Executive Assistant Dorothy Hood will establish a reading file of BoardSource material.

7. OTHER – Lance Gyorfi

Chair Gyorfi said a review of committee compositions will be made and asked that members let him or Daryl Lillie know which committee they would like to serve on.

Charles Wollenberg, Professor of History at Vista College, was introduced to give a brief overview of the “What’s Going On?” exhibit. He was a consultant for the exhibit and also has trained the museum’s history docents for many years. Professor Wollenberg said he knew the show would be controversial but believes the museum was right it doing it for it is now time to speak on this issue and bring it into the mainstream. The Oakland Museum of California is the first museum to do something of this magnitude. Also, a small portion of exhibit will travel throughout California. Professor Wollenberg was thanked for providing his insight and for the work he put into bringing the exhibit into fruition.

8 ADJOURNMENT – Lance Gyorfi

There being no further business Chair Gyorfi adjourned the meeting at 6:15 p.m.

Brian Washington
Secretary

 
 
 

Annual Meeting
October 28, 2004
4:00 – 5:00 P.M.

ROLL CALL

Trustees Present:
Ophelia Basgal, William Chiasson, Matthew Cox, Christopher Curtis, Richard DeAtley, Virginia Furth, Lance Gyorfi, Anthony Harris, Melvin Harrison, Daryl Lillie, Judith McKee, Christopher McLain, Kirk Miller, Missy Nelson, Maria Ochoa, Jackalyne Pfannenstiel, Phyllis Pfeiffer, Dennis Power, Marianne Robison, Margaret Russell, Katherine McKenney Shea, Timothy Silva, Brian Washington, and Penelope Wong

Trustees Excused:
Harold Jones, Jacqueline Kane, John McDonald, Laurence O’Neil, and Mary Perry Smith

Staff Present:
Jan Berckefeldt, Dorothy Hood, Christiaan Klieger, Mark Medeiros, and William Milny

Volunteers Present:
Peter Barnett, Lois Corrin, Marilyn Couch, and Mary Reynolds

Guest:
Tom Gard

1. CALL TO ORDER/INTRODUCTIONS – Jackalyne Pfannenstiel

The Board of Trustees Annual Meeting was called to order at 4:10 p.m. by Chair Pfannenstiel.

2. FINANCE COMMITTEE REPORT – William Chiasson

Trustee Chiasson introduced Tom Gard of the Armanino McKenna accounting firm that is currently performing the foundation’s audit. Mr. Gard said the audit is about 95% completed. The Balance Sheet shows that total net assets of $988,027 for fiscal year 2004 are approximately $80,000 more than last year; it is a good sign for assets to be trending upward. Total unrestricted net assets of $2,707,506 are approximately $500,000 less than last year. As indicated on the Income Statement, total revenues for fiscal year 2004 are $8,580,492, which is approximately $1 million higher than the previous year, and contributions have increased about $500,000. However, there is a concern with the negative cash flow of $447,925.

Mr. Gard said the audit went well with basically no problems. The Foundation will receive a management letter from Armanino McKenna that will include suggestions regarding the integrating of financial systems, the improvement of internal controls, and establishing procedures for contract approval. Mr. Gard said he would be available to answer any questions after members completed reading the Financial Statement Report.

3. EXECUTIVE DIRECTOR’S REPORT – Dennis M. Power

Director Power reviewed some of the highlights of the year:

Master Plan

o Gallagher & Associates were selected as exhibit design firm – schematic design underway
o Mark Cavagnero Associates and Michael Wills Architects selected as architects – scope of work being defined

Attendance

o For fiscal year there were 132,400 visitors – compares to 150,600 last fiscal year
o 53,700 school children and youth in groups – compares to 54,000 last fiscal year

Education Department Highlights of Events

o 10th Annual Dias de los Muertos
o Family Explorations (e.g., Lunar New Year, WinterFest)
o Sciences in our Schools, Youth Explorations Science Club
o Gold Rush Programs
o Even Start Family Art and Literacy Project
o Teachers Advisory Committee

Art Department Exhibitions

o David Ireland: The Way Things Are
o Fred Martin: A Retrospective
o Marvin Lipofsky: A Glass Odyssey
o Theresa Thau Heyman: A Curator’s Legacy
o Capturing Light: Masterpieces of California Photography – traveled to Latin America

History Department Exhibitions

o Reflections in Black
o Facing Hate: A community Responds
o Henry J. Kaiser: Think Big! including, The Cares of Kaiser-Frazer: A Car for Everyone
o In Our Own Voice: The Making of a Korean Community

Natural Sciences Department Exhibitions

o Annual Fungus Fair
o Portrait of an Estuary: San Francisco Bay
o Annual California Wildflower Show

Professional Services Department Projects

o Four exhibitions in the Oakland International Airport
o Renegotiation of the Airport contract
o Exhibits at 555 City Center and the Sculpture Court in 1111 Broadway

Director Power thanked all of the museum’s partners: Oakland Women’s Board; Docents, Museum Services Council, and Visitor’s Information volunteers; Art, History, and Natural Sciences guilds; Latino, African American, and Asian Pacific advisory committees; Mayor Jerry Brown and Oakland City Council; and a special thank you to the Oakland Museum of California Foundation Board of Trustees.

4. CHAIRMAN’S REPORT – Jackalyne Pfannenstiel

Chair Pfannenstiel said that she and the other retiring board members, Ophelia Basgal and Kirk Miller, would like to share some their thoughts regarding their time on the board of trustees.

Ms. Basgal said that some of the things that stand out for her are the education programs, the passage of Measure G, and the professionalism the members brought to the organization. Ms. Pfannenstiel was thanked for improving the process regarding financial reports.

Mr. Miller said there is a tremendous quality and creativity among staff. The staff is first-class and he hopes the city will fully embrace the work of staff. He also welcomed the opportunity getting to know members of the board and praised the leadership of Ms. Pfannenstiel.

As Chair, Ms Pfannenstiel said she wanted to improve the managerial and financial process and to more involve the trustees in the process. She acknowledged and thanked the leadership of committee chairs Lance Gyorfi, Melvin Harrison, Christopher Curtis, Richard DeAtley, and Virginia Furth. She also acknowledged retiring members Kirk Miller, who chaired the Audience Development Committee and Ophelia Basgal who chaired the Government Relations Committee. Executive Director Power was acknowledged for his hard work and creativity and skills.

Ms. Pfannenstiel passed on to trustees the following suggestions:

o Learn about the museum. Spend off-duty time at museum.
o Learn the financials. Understand what is in the financial statements.
o Focus on museum attendance.
o Read the bylaws. Some portions of the bylaws should be revised if they are not going to be followed.
o Thank the City of Oakland; it can be a strong advocate.
o To the extent that trustees can, they should volunteer.
o Make sure the board meetings are of value.
o Enjoy fellow trustees.

5. NOMINATING COMMITTEE REPORT – Daryl Lillie

Trustee Lillie requested that members vote on the slate of officers approved by the Nominating Committee.

On a motion duly made and seconded (Pfannenstiel/Furth), the following resolution was unanimously adopted:

RESOLVED, that the following members of the Oakland Museum of California Foundation Board of Trustees will hold office for 2004/2005:

Chair: Lance Gyorfi
Vice Chair: Melvin Harrison
Vice Chair: Judith McKee
Treasurer: William Chiasson
Secretary: Brian Washington

6. ADJOURNMENT – Jackalyn Pfannenstiel

There being no further business the meeting was adjourned at 4:55 p.m. to be followed by the Regular Meeting.

Christopher M. McLain
Secretary

 
 

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