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Oakland Museum Of California Board Of Trustees Meeting Minutes
Regular Meeting
January 27, 2005
Museum Restaurant
4:00 p.m. – 6:00 p.m.

ROLL CALL

Trustees

Virginia Furth, Lance Gyorfi, Anthony Harris, Melvin Harrison, John McDonald, Christopher McLain, Missy Nelson, Phyllis Pfeiffer, Dennis Power, Marianne Robison, Katherine McKenney Shea, Timothy Silva, Mary Perry Smith, Brian Washington and Penelope Wong

Trustees Excused:

William Chiasson, Matthew Cox, Christopher Curtis, Richard DeAtley, Harold Jones, Jacqueline Kane, Daryl Lillie, Judith McKee, Maria Ochoa, Laurence O’Neil, and Margaret Russell

Staff Present:

Sue Baizerman, Amy Billstrom, Inez Brooks-Myers, Carey Caldwell, Deborah Cooper, Carey Fruzza, Richard Griffoul, Dorothy Hood, Drew Johnson, Harvey Jones, Aimee Klask, Christiaan Klieger, Daliah Massehian, Bill McMorris, Mark Medeiros, Arthur Monroe, Karen Nelson, Carolee Smith, Anne Spears-Dickson, Tom Steller, Scott Thiele, and Karen Tsujimoto

Volunteers Present:

Peter Barnett, Michael Coleman, and Lois Corrin

Guest:

Lynne Heinrich

1. CALL TO ORDER/INTRODUCTIONS – Lance Gyorfi
Chair Gyorfi called the meeting to order at 4:10 p.m.

2. APPROVAL OF MINUTES – Lance Gyorfi
On a motion duly made and seconded (Shea/Furth), the following resolution was unanimously adopted:

RESOLVED, that the minutes of the November 18, 2004 Board of Trustees meeting is approved as mailed.

3. CHAIR’S REPORT – Lance Gyorfi
Chair Gyorfi briefly reviewed the report, Executive Director and Board of Trustees Expectations FY2004/05, which was distributed with the mailed board packet. Executive Director Power and the Executive Committee will review it throughout the year.

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

RESOLVED, that the report, Executive Director and Board of Trustees Expectations FY2004/05, is approved as mailed.

Trustees were asked to review the Priorities for the Foundation 2004/05, also included in the board packet. Chair Gyorfi said all members who attended the Board Retreat would receive an individual assessment letter that indicates the amount due for incurred retreat expenses. He asked that checks be sent to Executive Assistant Dorothy Hood. Several members who brought items to be donated to the White Elephant Sale told a story as to why the item was of significance to them. Trustee Furth reminded members that the White Elephant Sale Preview would be on Sunday, January 30, 2005.

4. EXECUTIVE DIRECTOR’S REPORT – Dennis Power
Executor Director Power announced that Development Director Jan Berckefeldt has resigned and will leave February 11, 2005. Ms. Berckefeldt will be working on an architectural restoration project at the Palace of Fine Arts. The director and trustee Gyorfi have begun looking for a replacement for Ms. Berckefeldt. Ms. Berckefeldt was praised for her contributions to the museum over the last seven years.

The What’s Going On? exhibit attendance has averaged 750 visitors a week for a total of 15,500 visitors since its opening. The exhibit will be heavily advertised for the next five weeks until its closing. Trustees were asked to encourage others to attend What’s Going On? The California Cultural and Historical Endowment awarded the museum $2,887,500 and representatives from that organization will conduct a site-visit on February 25, 2005.

As a result of the budget deficit, steps have been taken to cut back on museum programs and the proposed Aftershock exhibition. It is proposed that part of the budget balancing will be to use funds from the sale of unaccessioned art. The deficit will have to be less next fiscal year. Chair Gyorfi said there has been a deficit for the last three years and in addition to the low attendance of What’s Going On?, operational cost have been higher than anticipated. Director Power will determine what needs to be changed and then make the necessary recommendations to the Finance Committee.

Mark Medeiros, Deputy Director for Curatorial Affairs, reporting on gallery renovations said the schematic design for the Art Gallery is 100% completed. The schematic design for the History and Natural Sciences galleries are at 85% now and expected to be 100% completed by the end of February. Chief Curator of Art Phil Linhares said the art staff and Gallagher and Associates worked very well together and the department is pleased with the design. Mr. Medeiros described how the input provided by the trustees at the offsite was incorporated into the schematics.

5. AUDIT COMMITTEE - Christopher McLain
Trustee McLain said a new law regarding the annual audit of the Foundation and financial statements mandate that there be an Audit Committee which oversees of the audit. The Audit Committee is independent of the Finance Committee and shall meet with the auditors and staff regarding the audit. The committee also has the authority to recommend the appointment or firing of an auditor.

Trustees were asked to approve the Audit Committee Charter that was included in the board packet with changes as follows:

Compositions

Paragraph 1 – “The Committee will consist of not fewer than three members who may or may not be members of the Board.” Changed to read: “The Committee will consist of not fewer than three members (who may or may not be members of the Board) as appointed by the board from time to time.”

Paragraph 2 – “….Members of the Committee may be removed or replaced by the Chair of the Board.” Changed to read: “….may be removed or replaced by the Board.”

General Principles as to Independent Auditor

Paragraph 1 – “The committee has the sole authority and responsibility for the appointment, compensation, evaluation, oversight and where appropriate, termination of the Foundation’s Independent Auditor and will review the quality control procedures, experience and qualifications of the senior members of its audit team…..” Changed to read: “The committee shall recommend to the Board the appointment or termination of the Foundation’s Independent Auditor. The Committee has the sole authority and responsibility for the compensation, evaluation, and oversight of the Foundation’s Independent Auditor, and will review the quality control procedures, experience and qualifications of the senior members of its audit team….”

Paragraph 4, 3rd indentation – the following sentence was deleted because it was stated in 1st indentation: “Actively engage in a dialogue with the Independent Auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the Independent Auditor.”

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

RESOLVED, that the Oakland Museum of California Foundation Audit Committee Charter is approved as changed.

A copy of the finalized version of the Audit Committee Charter is attached to these minutes.

6. WOMEN’S BOARD REPORT – Mary Perry Smith
Trustee Smith thanked members who made donations to the White Elephant Sale and encouraged all trustees to attend the sale to meet and greet shoppers. Another $80,000 will be given to the museum, which brings the total contribution from the Women’s Board for this year to $730,000, and an additional $116,000 is now held aside for future acquisitions.

7. GOVERNMENT RELATIONS – Brian Washington
Trustee Washington briefly reviewed the committee’s minutes previously distributed to trustees. One of the committee’s goals is to deepen the relationship with city administrators and to make contact with each city council member. Trustees were asked to inform Mr. Washington or Mr. Gyorfi of any personal city contacts they may have.

8. AUDIENCE DEVELOPMENT – Anthony Harris
Trustee Harris distributed an Audience Development Committee Update report.

9. MARTS & LUNDY REPORT – Lynne Heinrich
Consultant Lynne Heinrich of Marts & Lundy reported on the results of the “situation analysis” that was requested by the board. Twenty-five influential people were interviewed. Ms. Heinrich found that the range of gifts being considered from interviews to date ranges from $1.0 to $2.5 million. Recommendations include:

o Dropping the proposed campaign goal from $69 million to $39.6 million, made up by $23.6M from Measure G, $4M for public and private funds already raised, $10M in new public and private funds, and $2M in planned gifts for the endowment fund. Thus the new campaign goal for trustees to consider is $10 million.
o A phased campaign as follows: Preparation from January through July 2005, a Quiet Phase from August 2005 through July 2007, and a Public Phase from August 2007 through July 2009 or 2010.
o Revise the campaign mix to be relevant, appealing, and exciting.
o Review the current exhibition and public programs calendar to ensure sustained and renewed interest in and visibility for the museum.
o Broaden the donor base while maintaining ties with the traditional constituency.
o Design “high-touch” communications and cultivation strategies to convey strength and vision of leadership.
o Re-engage the Leadership Task Force on a one-on-one basis.
o Review methods of mass communication the funding constituency.
o Negotiate an MOU between the museum foundation and city of Oakland.
o Deepen the relationship with museum guilds.
o Counteract the possible concern of some about architect Kevin Roche’s reduced involvement in the renovation.
o Regarding museum staff, replace the resigning development director, plan on spending $.15-.20 per dollar raised on campaign costs, and realign the executive director’s workload to allow 60 percent of his time to be spent on the campaign.
o Regarding campaign leadership, consider a multi-tiered approach with a few key leaders and ensure that the museum board is fully supportive and gives generously.

Chair Gyorfi thanked Ms. Heinrich for her presentation and reviewed some of the Foundations priorities. Current cost for Phase I is now $44.6 million, which is $5 million over the total of money in hand and to be raised. The following should be taken into consideration in the making of adjustments to Phase I:

o What will have the most influence on stability and growth attendance over time?
o Most likely to entice large donors to participate – create success in fundraising?
o Must do to retain accreditation
o Most important Mission and our societal role?
o Address needs and experience to make visitor experience most pleasurable – to enhance a likely return
o Most likely to generate the “wow” sensation

The next step in making decisions regarding Phase I is for the Campaign Cabinet and Senior Staff to review and discuss the Marts & Lundy report and to make a final recommendation to the board. Chair Gyorfi will bring that recommendation back to the February board meeting.

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


Brian Washington
Secretary

 
 

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