For twenty one years, Diane “Dede” Wilsey has ruled the Fine Arts Museums of San Francisco but questions have now surfaced as to the legitimacy of her reign. When she was first elected president of the Board of Trustees in June 1998, the FAMSF bylaws allowed the president a maximum of four three year terms.
Twice she sought Board approval of an unlimited tenure for the president. On her first attempt, in December 2005, the executive committee refused to indulge her. In October 2009, she tried again. At the time, 41 trustees served on the Fine Arts Museums Board and the bylaws required the approval of a majority of all trustees for an amendment allowing an unlimited tenure for president. She needed at least 21 votes to extend her power beyond June 2013 but only 17 trustees attended the meeting. Despite the lack of board approval of an unlimited tenure for the president, the FAMSF bylaws were changed and the language regarding the five-term limitation on the tenure of the president was removed. A decade later, Wilsey continues to serve as the Fine Arts Museums president.
According to official meeting minutes, on at least three other occasions, October 1998, June 2008 and January 2013, it appears Wilsey tried to amend the FAMSF bylaws but failed to receive enough votes. The June 2008 vote is particularly important. At the June 2008 meeting, Wilsey proposed to extend the maximum term of trustees from nine to 18 years after a minimum one year retirement once the first nine years were served. At the time, a minimum of 23 affirmative votes were needed to amend the bylaws but only 16 trustees attended the meeting. If the board’s vote on June 24, 2008 is confirmed deficient to amend the bylaws, it could wipe out nearly the entire current Board of Trustees. It would mean 31 of the sitting trustees have either exceeded the nine year limit or were elected at a board meeting that lacked a proper quorum. Four more trustees would need to retire at the end of next week’s meeting having reached the end of their third three year term.
This would leave only two trustees, Zachary Bogue and David Shimmon, properly sitting on the Board.
As a self-appointing body, it is not clear what will happen if the Fine Arts Museums Board is left without a valid quorum. Mayor London Breed and Recreation and Park Commission President Mark Buell are ex-officio members of the Board of Trustees but they do not have voting power.
In November 2018 the City Attorney’s Office was notified of the apparent failed attempts to amend the bylaws in June 2008 and October 2009. Asked to comment on questions as to the validity of the tenure of the board president and more than two dozen Trustees, City Attorney Lauren Curry never responded.
Last week The San Francisco City Attorney’s Office was asked to issue an official opinion as to whether the meetings of COFAM, the private nonprofit that runs the day to day operations at the DeYoung and Legion of Honor Museums, are actually public meetings under local and state public open meeting laws. The membership of the FAMSF Board of Trustees and the COFAM Board of Directors is nearly identical. The COFAM Bylaws require all FAMSF trustees to serve as COFAM directors during their tenure on the FAMSF Board. If the COFAM meetings are deemed “public,” it will expose the inner workings of the museums which have been fraught with scandal ever since former FAMSF Director John Buchanan died in December 2011.
Since Buchanan’s passing, the Fine Arts Museums of San Francisco have struggled. The past eight years the museums have seen four directors come and go. Max Hollein was the most recent director to pass through the Fine Arts Museums’ revolving doors. His services did not come cheaply. Between his public FAMSF salary and his COFAM supplemental compensation, Hollein earned more than $1,000,000/year. Despite the seven figure salary, like his predecessor Colin Bailey, he lasted less than two years at the helm of the Fine Arts Museums.
No one faulted Hollein for leaving San Francisco. His new job as Director of the New York Metropolitan Museum of Art is one of the most prestigious positions in the art world but he may have had a little extra motivation to move on. The announcement that he was stepping down as FAMSF Director came just three months after Moody’s downgraded the museums’ bonds to near junk status and just four days after Wells Fargo issued official notice that it was calling the museums’ bonds, requiring payment in full of the $60,775,000 principal and any unpaid interest by April 23, 2018.
In October 2018, FAMSF trustees approved former Metropolitan Museum of Art Director Thomas Campbell as Hollein’s replacement. Allegations of sexual harassment and financial mismanagement had forced Campbell’s sudden resignation from the Metropolitan Museum in June 2017. Campbell earns approximately $834,879/year as the Fine Arts Museums director, $249,120 from the City/FAMSF and $585,759 from COFAM. According to Ethics Commission filings, despite being required to do so, Campbell and former directors Hollein and Bailey and interim directors Michelle Gutierrez Canepa and Richard Benefield never reported any supplemental COFAM compensation on the annual Form 700 Conflict of Interest Disclosure Form. The Fair Political Practices Commission is investigating the matter.
Whether Campbell outlasts his predecessors remains to be seen, but one thing is certain, the June 4, 2019 Board of Trustees Meeting at the Legion of Honor should be one for the ages. FAMSF officials refuse to comment but all indications are Diane Wilsey’s reign as the President of the Fine Arts Museums of San Francisco may finally be coming to an end.
Anmarie Mabbut is a San Francisco attorney and open government advocate specializing in municipal fee legislation, public-private partnerships and public park access. She can be reached at email@example.com.