Board of Trustees

Oakland Museum Of California Board Of Trustees Meeting Minutes
September 23, 2004
Museum Restaurant
4:00 P.M. - 6:00 P.M.

ROLL CALL

Trustees Present:

Ophelia Basgal, William Chiasson, Christopher Curtis, Virginia Furth, Lance Gyorfi, Melvin Harrison, Daryl Lillie, John McDonald, Christopher McLain, Missy Nelson, Jackalyne Pfannenstiel, Dennis Power, Marianne Robison, Margaret Russell, Katherine McKenney Shea, Mary Perry Smith, Brian Washington, and Penelope Wong

Trustees Excused:

Richard DeAtley, Anthony Harris, Harold Jones, Judith McKee, Kirk Miller, Maria Ochoa, Laurence O’Neil, and Phyllis Pfeiffer

Staff Present: 

Jan Berckefeldt, Carey Caldwell, Deborah Cooper, Richard Griffoul, Barbara Henry, Dorothy Hood, Linda Larkin, and Mark Medeiros

Volunteers Present:

Peter Barnett, Michael Coleman, Lois Corrin, Marilyn Couch, Jean Levin, and Mary Reynolds

1. CALL TO ORDER/INTRODUCTIONS– Jackalyne Pfannenstiel

Chair Pfannenstiel called the meeting to order at 4:10 p.m.

2. APPROVAL OF MINUTES– Jackalyne Pfannenstiel

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

RESOLVED, that the minutes of the July 22, 2004 Board of Trustees meeting be approved as mailed.

3. EXECUTIVE DIRECTOR’S REPORT – Dennis Power

Executive Director Power reported that the “Days of the Dead” exhibition will open October 13 and close on December 5, 2004. Trustees were asked to approve a resolution authorizing the Executive Director to apply for CCHE Grant Funds for the California Cultural and Historical Endowment (CCHE) under the California Clean Water, Clean Air, Safe Neighborhood Parks, and Coastal Protection Act of 2002.

On a motion duly made and seconded (Shea/Smith), the following resolution was unanimously adopted.

WHEREAS, the people of the State of California have enacted the California Clean Water, Clean Air, Safe Neighborhood Parks, and Coastal Protection Act of 2002, which provides funds to the State of California for the California Cultural and Historical Endowment (CCHE) Grant Program; and

WHEREAS, the CCHE has been delegated the responsibility for the administration of the Grant Program, setting up necessary procedures; and

WHEREAS, these procedures require the Grant Applicant to certify by resolution the approval of an application before submission of the application to the CCHE; and

WHEREAS, if the Grant Applicant is awarded a grant, the Grant Applicant will enter into a Grant Agreement with the CCHE for the Project;

NOW, THEREFORE, BE IT RESOLVED that the Oakland Museum of California Foundation

1. Approves the filing of a CCHE Grant Application for the Gallery of California History project in an amount of five million dollars ($5,000,000) to be funded from the California Clean Water, Clean Air, Safe Neighborhood Parks, and Coastal Protection Act of 2002 and;

2. Certifies that the Grant Applicant has or will have sufficient funds to operate and maintain the project, and where applicable, to complete the project; and

3. Certifies that the Grant Applicant has reviewed, understands and agrees to the General Provisions of the Grant Agreement; and

4. Appoints the Executive Director of the Oakland Museum of California as agent to conduct all negotiations, execute and submit all documents including, but not limited to, Applications, Agreements, payment requests and so on, which may be necessary for the completion of the project

Marketing Director Richard Griffoul directed the attention of members to the packet of news items regarding the “What’s Going On?” exhibit. This exhibit has received more attention from the media than any other museum exhibit.

In an effort to keep trustees apprised of the gallery renovation plans, Deputy Director Mark Medeiros would like to have representatives of the board attend each of the gallery renovation meetings held by the art, history, and natural sciences departments, and also for meetings regarding the common areas. Each department holds two meetings per month; one being a department meeting and the other with Gallagher & Associates. Trustees would report back to the board and then relay the input of trustees to staff. It is desired to have two to three trustee representatives per department. The meetings run about four to five hours and it is expected to be a two-year commitment. Trustees who agreed to attend meetings as board representatives are as follows:

Art Department – Daryl Lillie and Missy Nelson
History Department – Marianne Robison and Mary Smith
Natural Sciences Department – Katherine Shea

4. FINANCE COMMITTEE REPORT – William Chiasson

Trustee Chiasson reviewed the preliminary Budget Comparative Report. As expected, the results reflected significant deterioration in financial condition for the year. The deficit for the 2003/2004 fiscal year was $345,008. Contributing to this deficit was the continued downward trend in admissions revenue. Also, some of the deficit is traced to the costs associated with “What’s Going On? – California and the Vietnam Era.” The aforementioned deficit includes $508,311 in unrealized gains on investments. Without the unrealized gains, the deficit for the year would be $853,319.

Mr. Chiasson further noted that the increase in the deficit is of considerable concern. “Quasi-Endowment” funds are reduced to a very low level, approximately $600,000 at June 30, 2004. This means the financial flexibility is reduced, and if there is an unforeseen financial problem, the museum will be at risk.

Financial results are considered “preliminary” until completion of the fiscal audit by the independent audit firm of Armanino McKenna LLP. Armanino McKenna is scheduled to review the results of the audit at the Finance Committee meeting on October 7, 2004.

5. REPORT ON PENDING ARCHITECT & CCRC CONSTRUCTION MANAGEMENT CONTRACTS – Lance Gyorfi

Trustee Gyorfi reported the Decision Review Committee went through an extensive process in coming up with the selection of architects to work on the museum renovations. Mark Cavagnero and Associates, partnering with Michael Willis Architects, made an outstanding presentation and won out over Kevin Roche John Dinkeloo who partnered with Muller & Caulfield Architects. Roche and Dinkeloo will be credited as the conceptual design architects, Cavagnero as the design architect, Willis as the production architects.

Appreciation was extended to trustees Harrison, Curtis, and Power for their efforts in the selection of Vanir Construction Management to do the renovations for the CCRC. The bid from Vanir was significantly less than Turner Construction. Vanir has an excellent safety record and insurance coverage is being looked into. Appreciation was also extended to Deputy Director Mark Medeiros who is working on a very complicated contract with Gallagher & Associates.

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

RESOLVED, that Vanir Construction Management, Inc., is hereby selected as the project manager for renovation of 450 Lancaster Street and that the Executive Director is authorized to negotiate and execute a professional services agreement with Vanir in an amount not to exceed $136,000.

6. CAMPAIGN CABINET – William Chiasson

Trustee Chiasson said the object of the Campaign Cabinet is to make sure the campaign stays on track. Cabinet members interviewed two candidates for the position of consultant to the Capital Campaign. Lynne Heinrich of Marz and Lundy was selected. Ms. Heinrich and her company are strong in analysis and work well on a collaborative basis. Ms. Heinrich will look at the big ideas and engage in discussion on how to achieve the goal. This phase will take several months to complete. Ms. Heinrich will be working with Linda Peterson, who is directing the campaign branding and collateral materials, and both will attend the board conference.

7. NOMINATING COMMITTEE – Daryl Lillie

Trustee Lillie submitted the names of following three candidates:

Matthew J. Cox has a strong background in finance and organizational leadership. He is Senior Vice President and Chief Financial Officer at Matson Navigation Company, Inc.

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

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

Jacqueline P. Kane is very impressive, energetic, intelligent, and has many ideas on how the museum can work in the community. Ms. Kane is Senior Vice President, Human Resources at The Clorox Company.

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

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

Timothy L Silva is a former board member who expressed an interest in coming back and being involved with the Capital Campaign. Mr. Silva has many community contacts and is Senior Vice President, Regional Community Development Manager, at Wells Fargo & Company.

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

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

Trustee Lillie said the Nominating Committee intends to recommend at the October Annual Meeting the following slate of officers for the Oakland Museum of California Foundation Board of Trustees for 2004/2005:

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

Members have the right to suggest other names to be considered for nomination. Any suggested names should be given to trustee Lillie by October 13, 2004.

8. BOARD CONFERENCE PLANS – Lillie/Gyorfi/Chiasson

The Hyatt will establish a personal account for each person attending the conference and all conferees’ rooms will have a view of the golf course.

The conference program will be as follows:

Saturday at 8:30 a.m. a discussion of the Board Assessment
Saturday afternoon – breakout session with curators to discuss renovations. Each group will rotate among curators.
Sunday, 1st part – Capital Campaign discussion led by Lynn Heinrich and Linda Peterson
Sunday, 2nd part – Heinrich/Peterson led discussion on how to make the museum’s campaign different and better and how to make trustees a better member

9. ADJOURNMENT – Jackalyne Pfannenstiel

There being no further business the meeting was adjourned at 5:00 p.m., followed by a presentation by Gallagher & Associates.

Christopher M. McLain
Secretary