Board of Trustees

Oakland Museum Of California Board Of Trustees Business Meeting Minutes
Annual/Regular Meeting Minutes
May 24, 2007
JAMES MOORE THEATER
4:00 P. M. – 5:30 P.M.

ROLL CALL

Trustees

Dale Block, John Bowe, Matthew Cox, Christopher Curtis, Richard DeAtley, Steven Douglas, Rich Edwards, Lori Fogarty, Lance Gyorfi, Anthony Harris, Christopher McLain, Marianne Robison, Deborah Roessler, Katherine McKenney Shea, Sandra Wolfe, Penelope Wong, and Sheryl Wong.

Trustees Excused:

Susan Chamberlain, Jacqueline Kane, John McDonald, Darren Oliver, Margaret Russell, Timothy Silva, and Bruce Westphal.

Staff Present:

Ann, Dickson, Mark Medeiros, Catherine Millar, Cherie Newell, and Howard Thornton .

Volunteers Present:

Gay Auerbach, Lois Corrin, Dave Elliott, Joan Goria, and Gail Weininger.

1. CALL TO ORDER/INTRODUCTIONS – Sheryl Wong
Chair Wong called the meeting to order at 4:15 p.m.

2. APPROVAL OF MINUTES – Sheryl Wong
Corrections to the minutes under the Finance Committee Report were made as follows:

Paragraph 1 – The City contributed $6 million for overhead, guards, and curators, the Foundation contributed $6 million, and about $1 million came from profits of the trips sponsored by the guilds. The sentence was changed to read….about 1 million came from guild revenues (including the trips sponsored by the guilds).

Paragraph 3 – The Finance Committee has been working on policies for reporting and allocating endowment funds… The sentence was changed to read…The Finance Committee has been working on policies for reporting of endowment funds…

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

RESOLVED, the March 23, 2007 Board of Trustees meeting minutes are approved as corrected.

3. CHAIR'S REPORT – Sheryl Wong
Chair Wong thanked all committee chairs for their dedicated efforts throughout the year and museum staff for their hard work. The goals and priorities established by each committee for the year, along with the progress toward those goals were distributed for review by trustees The 2007-2008 priorities and goals for the Foundation will be established and will be reported on later in the year.

Chair Wong, along with trustee Lance Gyorfi, and Executive Director Lori Fogarty gave a report to the City’s Life Enrichment Committee that was well received. A public school teacher also spoke on behalf of the museum. Trustees Wong, Gyorfi, and Shea met with City Council members to discuss the needed museum building repairs. Although Council members Quan and Chang spoke in favor of the request, it is not certain if the museum will prevail because of the other needs of the City.

While in Washington, D.C., Chair Wong met with Senator Dianne Feinstein, staff in Senator Barbara Boxer’s office and a representative from Congress member Barbara Lee’s office. Ms. Wong later received a call from Ms. Lee’s office and was informed of the IMLS grant awarded to the Oakland Museum. The representative also invited the museum to send Lee’s office any brochures about the Oakland Museum.

No board meetings will be held during the summer but there will be committee meetings and each trustee will be contacted regarding committee assignments.

Chair Wong thanked outgoing trustee and president of the Women’s Board, Deborah Roessler, for her dedicated service while on the board and presented her with a gift and bouquet on behalf of the foundation as a token of appreciation.

Chair Wong also thanked Dorothy Hood for her continued support and work for the trustees, and presented her with a bouquet as an expression of thanks.

4. EXECUTIVE DIRECTOR’S REPORT – Lori Fogarty
Executive Director Fogarty reported the Donor Forum held for the opening of the Yosemite exhibition was very successful with over 200 people attending. The members opening for the exhibit was attended by over 1000 people. In addition, the Yosemite Fund also held an opening which was quite successful. Curator of Photography Drew Johnson was thanked for doing a good job in putting the exhibition together.

The Edge: Where California Culture, Critters, and Environment Collide will open June 2, 2007. This is an interdisciplinary exhibition organized by the Museum’s art, history, and natural sciences departments. The Institute of Museum and Library Services (IMLS) awarded the Museum $150,000 for the conservation and housing of the museum’s Native American collection. Glowing remarks were made by those who reviewed the proposal regarding the museum’s conservation of the collection.

Several staff positions are open and the museum will be hiring the following positions: Senior Curator of Art, Associate Curator of Decorative Art, Chief Curator of Natural Sciences, Chief Curator of History, Accounting Manager, Membership Manager, and Donor Relations Coordinator.

5. FINANCE COMMITTEE REPORT – Rich Edwards
After reviewing the performance and services of Washington Mutual Bank (WaMu), the committee removed the foundation’s funds from WaMu and transferred them to First Republic Bank. The policy was clarified that checks require the signature of two people and the committee reviewed the list of five people who are authorized to sign checks.

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

RESOLVED, that the Foundation Chair, Executive Director, Deputy Director, Administrative Manager, and the Capital Campaign Director are authorized to sign all Foundation checks.

In terms of the City budget, the Museum’s request is fairly flat with the only significant difference being the increased cost for operations of the CCRC. The Foundation is proposing a $600,000 increase in the budget from last year. Mr. Edwards also noted improvements in Finance Department reporting and budgeting. The annual budget has now been input by month and, in the future, all monthly reports will reflect income and expenses against the budget rather than as a percentage of the year. The software systems for Finance and Development are also now linked, ensuring improved integration and reconciliation. It was also noted that Foundation employees will receive a 4% salary increase to match the 4% salary increase of City employees.

Exhibitions will be held in the High and Low Bays during the renovation of the galleries although overall exhibit expenses will be less because of the closure of some galleries. Memberships and admissions are projected to decrease although admissions vary depending on the Great Hall shows rather than being driven by the collection gallery presentations. A goal of $200,000 for special event income is included in the budget, with anticipation of the continuation of the biennial Gala or some other special event.

The Facilities Rentals Department no longer bills individual departments for expenses. The income from facility rentals for outside events pays employee wages even when they are setting up events for house staff. The Department’s budget will be reviewed and broken down into more detail to reflect costs and income for outside events versus internal event support.

The budget has been increased in the Marketing Department due to the hiring of a new a Marketing Manager position.

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

RESOLVED, that the Oakland Museum of California Foundation’s Budget for Fiscal Year 2008/2009 is approved.

Trustee Lance Gyorfi said there has been some confusion about the handling of the endowment funds; gifts to the endowment, undesignated gifts and how the Foundation/staff approves and handles gifts. This new Gift Acceptance policy for approval and handling of gifts has been developed to clear up the confusion and clarify roles/responsibilities. In addition, we are addressing such issues as reinvestment of endowment gains/dividends in excess of the annual operating support draw to grow the endowment; changing the name Quasi Endowment Fund to Board Designated Fund to avoid confusion; and clarify the handling of any "undesignated" gifts made to the Foundation. When the gift is received by the OMCA Foundation, if no specific purpose is stated, planned gifts and bequests greater than $25,000 will automatically be allocated to the Board Designated Endowment Fund (contained in Fund 2). Undesignated planned gifts and bequests under $25,000 will be allocated at the discretion of the Executive Director. The Executive Director may request other designation for bequests between $25,000 and $100,000, the Finance Committee has the authority to approve these requested designations; for any gifts greater than $100,000 other designation must be approved by the Board. The Foundations endowment funds continued to be managed by Dodge and Cox. Total assets of the Foundation contained in the three accounting funds total about $12 million.

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

RESOLVED, the following:

1. Investment gains and losses beyond the annual established rate of return (established by the Board of Trustees’ Finance Committee and usually between 4-5%) are to be allocated annually back to the principal balance of each individual permanently restricted endowment fund (approximately 40 funds, currently), beginning with Fiscal Year 2008. This represents a change from current policy where all investment gains and losses are accrued in unrestricted or temporarily restricted accounts.

2. The name of the temporarily restricted net asset account, “quasi-endowment,” will be changed to “Board Designated Fund.”

3. If no specific purpose is stated, planned gifts and bequests greater than $25,000 will automatically be allocated to the Board Designated Fund. Undesignated planned gifts and bequests under $25,000 will be allocated at the discretion of the Executive Director. The Executive Director may request other designation for bequests between $25,000 and $100,000, the Executive Committee has the authority to approve these requested designations; for any gifts greater than $100,000 other designation must be approved by the Board.

4. Beginning in FY 2008, following the end of the year and after receiving the financial reports on the endowment investment gains and losses, the development department will prepare and disseminate reports to the grantors of each of the endowment funds reporting the current value of their fund and the income earned and uses of income for the past year.

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

RESOLVED, that the Gifts Acceptance Policy dated May 23, 2007 is approved by the Board of Trustees as presented.

6. AUDIENCE DEVELOPMENT REPORT – Anthony Harris
Ann Dickson, Director of Marketing and Communications reported in the absence of Anthony Harris and thanked members for voting to create a Marketing Manager position. The committee continues to focus on branding and has reviewed suggestions made by eAgency and decided that the positioning and core messages needed additional work. The committee has moved forward regarding the creation of the new graphic identity. Two agencies, Pentagram and Skidmore, Owens, and Moore (SOM), submitted proposals and were interviewed and a selection should by made by Memorial Day.

Yosemite marketing efforts include a media sponsorship from Diablo Magazine; a marketing partnership with Amtrak; a Comcast cable commercial running in June; BART platform ads and shelter ads for the month of June; and a PSA on KQED television and radio. The newly hired General Manager of the Museum Store, Howard Thornton, was introduced. Mr. Thornton has a wealth of experience including experience in product development. The last meeting for the summer will be held on June 26th and the committee will focus on graphic identity.

7. CAPITAL CAMPAIGN – Sheryl Wong
The Capital Campaign has reached 60% of goal and Ms. Wong thanked Linda Larkin, Director of the Capital Campaign, for all of her work. Trustee Deborah Roessler’s term has expired and will be leaving the board. She was thanked for all of her work as the Women’s Board representative and was presented a bouquet and a crystal poppy bowl. Ms. Roessler will continue to serve on other board committees.

8.WOMEN’S BOARD – Deborah Roessler
Trustee Roessler announced that Tamra Hege is the newly elected president of the Women’s Board. Ms. Hege has been a member of the museum and Women’s Board for many years. The Women’s Board is working on their budget and reviewing their expenses, such as necessary warehouse repairs that will cost about $50,000. The amount that will be given to the museum will be known by June. The Women’s Board has changed banks, leaving Bank of America for Wells Fargo Bank because Wells Fargo has been very supportive of the Oakland Museum.

9. COMMITTEE ON TRUSTEES REPORT – Dale Block
Trustee Block announced that trustees unanimously elected by e-mail the following new members: Steven Anderson, Brian Cherry, Ralph Clark, Quinn Delaney, Virginia Furth, Joseph Hurwich, Gerald Johnston, Harold Jones, Anita Martinez, John McDonnell, Jr., and Steven Read. The new members have been invited to attend the Annual Meeting.
The Board of Trustees slate of officers for 2007/2008 is:

Sheryl Wong – Chair
Lance Gyorfi – Vice Chair
Sandra Wolfe – Vice Chair
Richard Edwards – Vice Chair & Treasurer
Christopher McLain – Secretary

10. DEVELOPMENT COMMITTEE REPORT – Sandra Wolfe
Development Director Catherine Millar said the budget will be discussed at the June 11, 2007 meeting. Development has raised $1.920 million or 91% of goal of $2.150 million. It is projected that $2.05 million will actually be raised, which is $100,000 short of goal. Membership is on track reaching goal and presently is at 89% of goal. The Foundation has surpassed its goal of $204,000 and is at $271,000 which is 133% above goal.

Additional income of $130, 000 is expected by the end of the June from the following: $45,000 from Individual Gifts, $50,000 from Membership, $25,000 from Corporations, and $10,000 from direct mail. Also, additional income of $4,365,295 has been realized for other projects which are tracked outside the operating goal, such as, $380,410 in endowment funds, $647,485 from the Women’s Board, and $3,259,438 towards the Capital Campaign.

11.RENOVATION OVERSIGHT COMMITTEE REPORT – Lance Gyorfi
No report given

12. ADJOURNEMENT – Sheryl Wong
There being no further business Chair Wong adjourned the meeting at 5:40 p.m.

Christopher McLain
Secretary