The Crisis at Fine Arts Museums SF
• • • • • • • • March 2025 • • • • • • • •
The current crisis at the Fine Arts Museums (FAMSF) goes far beyond grappling with Mayor Lurie’s 15% budget cut request for FY 25-26. It is a foundational crisis rooted in the FAMSF Board’s governance structure. Aside from the Law Library Board of Trustees, the FAMSF Board of Trustees is the only self-appointing Board or Commission in the City and County of San Francisco. Neither the Mayor nor the Board of Supervisors have any control over the selection or appointment of the FAMSF Trustees. After more than five decades as a Charter-mandated self-perpetuating body and repeated violations of its own Bylaws, it appears the FAMSF Board of Trustees has effectively ceased to exist.
In June 2008, October 2009, and April 2019, the FAMSF Board of Trustees considered Amendments to its Bylaws, which would have ultimately extended the maximum tenure for a Trustee from 3 three-year terms to an unlimited number of terms. On each attempt, the proposed Amendments failed to receive the approval of a majority of the FAMSF Board of Trustees. But the Board recorded the Amendments as approved and proceeded to act accordingly. Over time, as more FAMSF Trustees were holding over in violation of the 3 three-year term limit, the FAMSF Board of Trustees finally lost a quorum in June 2015.
In March 2024, the Sunshine Ordinance Task Force found the FAMSF Board of Trustees in violation of Sunshine Ordinance § 67.5 and 67.16 for holding a secret Executive Committee meeting, and for failing to publish minutes of that meeting.”
The agenda for the June 4, 2015, FAMSF Board of Trustees’ meeting reports forty-six Trustees, including two Trustees on leave of absence. At least fifteen Trustees were needed to hold a meeting and conduct business. Charter Section 5.105 defines a quorum as “one third of the trustees in office at the time.” Charter Section 5.105 prohibits the Board from acting in the absence of a quorum. Of the nineteen Trustees in attendance at the June 4, 2015, meeting, at least five Trustees had exceeded the three-term maximum. As Board President, Diane Wilsey was exempt from the 3 three-year term limit for Trustees, but it appears she was sitting in violation of the 5 three-year term limit for FAMSF President.
At the October 8, 2009, Board of Trustees meeting, the Board considered but failed to approve a Bylaws Amendment to remove the 5 three-year term limit for FAMSF President. Diane Wilsey was first elected FAMSF President on April 9, 1998. June 6, 2013, should have been her last meeting as President but FAMSF Trustees voted to elect her to a sixth term.
In November 2018, Lauren Curry, Deputy City Attorney for the Fine Arts Museums, was asked to provide an opinion regarding what appeared to be the FAMSF Board of Trustees’ loss of quorum and the expired tenure of the Board President. She never responded to the request. Two months later, a Nominating Committee Agenda for a January 8, 2019, Board of Trustees meeting, identifying 12 individuals as its members (all of whom were FAMSF Trustees), lists as the third item of business – Consideration and Possible Action to Recommend Bylaws Amendments to the FAMSF Board of Trustees and the COFAM Board of Trustees - Attorney-Client.
At the April 2, 2019, FAMSF Board of Trustees meeting, the Trustees considered three new amendments to the Bylaws. The first Amendment would eliminate the one-year retirement requirement before a Trustee who had served an initial three 3-year terms could serve an unlimited number of additional terms. The second Amendment would change the Board’s regular meeting schedule. The third Amendment would reduce the threshold for approval of amendments to the Bylaws from the approval of a majority of the full Board to simply the approval of a majority of the members present at the meeting at which the Amendments are considered.
It appears there were only seven legal, sitting Trustees present at the April 2, 2019, FAMSF Board meeting. The remaining Trustees were either in violation of the 3 three-year term limit, in violation of the 5three-year term limit for President, or were elected at meetings for which there was no valid quorum. The agenda for the April 2, 2019 meeting reports thirty-five Trustees, including two on leave of absence. At least eleven Trustees were needed for a quorum. Without a quorum, the Board was incapable of conducting any business and had no authority to approve any Amendments to the FAMSF Bylaws. Nonetheless, the Board recorded the Amendments as approved.
The Amendment to reduce the threshold for approval of changes to the FAMSF Bylaws was especially troubling. Bylaws dictate how a Board or organization is governed. Amendments to bylaws can have very serious consequences, so best practices recommend that a heightened majority approve amendments to bylaws. At simple majority approval of the full Board, the threshold for approval of amendments to FAMSF Bylaws was already considered low. The April 2019 proposal to reduce the threshold even further made absolutely no sense until the agenda for the next meeting of the FAMSF Board of Trustees was released.
At the June 4, 2019, meeting, FAMSF President Diane Wilsey proposed and the Board approved Resolution #1884, ratifying all prior actions of the Board according to the newly reduced threshold for approval of FAMSF Bylaws approved at the April 2, 2019, meeting. That’s like Major League Baseball suddenly deciding to lower the threshold for winning the World Series from best of seven games to best of five games and then going back in time to change the results of thirty-four World Series. Fourteen teams have won after being down 1-3. Twenty teams have won after being down 2-3.
FAMSF Resolution #1884 appears to be City officials’ attempt to try to resolve the Board’s longstanding loss of quorum crisis by traveling back in time to resurrect the prior failed attempts to extend the terms of the FAMSF Trustees. Setting aside any debate over the legality of Resolution #1844, the FAMSF Board of Trustees lacked a quorum for the June 4, 2019, Board meeting. At the time, eleven Trustees were needed for a quorum but of the eighteen Trustees present, at least nine Trustees had exceeded the 3 three-year term limit. Without a quorum, the Board was incapable of conducting any business and had no authority to approve Resolution #1884.
Charter Section 15.105 empowers the Mayor and the Board of Supervisors to seek the suspension and removal of any FAMSF Trustee guilty of official misconduct. Charter Section 15.105 defines official misconduct as “any wrongful behavior by a public officer in relation to the duties of his or her office, willful in its character. . .”
In March 2024, the Sunshine Ordinance Task Force (SOTF) found the FAMSF Board of Trustees in violation of Sunshine Ordinance Sections 67.5 and 67.16 for holding a secret FAMSF Executive Committee meeting on June 22, 2016, and for failing to publish minutes of that meeting. [SOTF Order of Determination #24003]
On June 22, 2016, via Resolution #1828, the FAMSF Executive Committee voted to postpone the election and re-election of FAMSF Trustees and Officers and to extend the terms of the current FAMSF officers, including FAMSF President Diane Wilsey. This secret, unnoticed meeting was held less than two weeks after FAMSF Secretary Megan Bourne received an email asking if Diane Wilsey was continuing as FAMSF President since her current term had expired on June 6, 2016.
In June 2024, the SOTF found the FAMSF Board of Trustees in violation of Sunshine Ordinance Sections 67.7(a) and 67.7(d) for acting on an item not appearing on the posted agenda at the September 2009 FAMSF Executive Committee meeting. The SOTF also found the Board in violation of the Ralph M. Brown Act, specifically Government Code Section 54953(c), for engaging in two rounds of secret ballot voting in October and November 2009. [SOTF Order of Determination #24005]
At the September 10, 2009, FAMSF Executive Committee meeting, FAMSF Trustees secretly discussed and voted to recommend to the Full Board the approval of two FAMSF Bylaws Amendments. The first would allow the President to serve an unlimited number of terms. The second would allow Trustees to serve an unlimited number of terms following a one-year retirement at the end of their initial third term. Both Amendments were proposed at the October 8, 2009, FAMSF Board of Trustees meeting but failed to receive enough votes for approval. The agenda for the October 8, 2009, meeting reports thirty-nine Trustees, so twenty affirmative votes were needed to amend the Bylaws. Only seventeen Trustees attended the October 8, 2009, meeting.
If FAMSF Trustees were acting in the public’s best interest, why would they vote to transfer power over the appointment of the Board President to a private entity? And on what legal authority?”
On October 15, 2009, ballots were sent to six Trustees who did not attend the October 8, 2009, FAMSF meeting. Only three Trustees returned ballots approving an unlimited number of terms for the FAMSF President. On November 5, 2009, a second round of ballots was sent out to the remaining Trustees who were not present at the October 8, 2009, meeting (except Trustee Molly Crowley). It is not clear who ordered the two rounds of secret ballot voting but copies of the Ballot Vote Summary released by FAMSF confirm former City Attorney Louise Renne and current FAMSF Trustee Carl Pascarella were among the FAMSF Trustees who participated in the secret ballot voting.
On March 5, 2025, the SOTF found the FAMSF Board of Trustees in violation of Sunshine Ordinance Sections 67.5 and 67.16 for holding secret meetings in 2011, 2015, and 2018 to appoint Michelle Gutierrez, Richard Benefield, and Edward Prohaska III as FAMSF Acting Directors and failing to publish minutes for those meetings. [SOTF Order of Determination #25014]
The FAMSF website currently lists eleven Trustees, not counting the Chair Emerita, a non-voting position. Six of the trustees (Jack Calhoun, Heather Preston, David Fraze, Brian Meehan, Jason Moment, and Carl Pascarella) have exceeded the 3 three-year term limit for FAMSF Trustees. The remaining five Trustees (Tobi Adamolekun, Jamie Bowles, Margaret Conley, Thomas Horn, and Dorka Keehn) were elected at meetings which lacked a quorum.
FAMSF recently announced that David Spencer will be replacing Jason Moment as FAMSF President, effective May 20, 2025. The announcement seemed premature. The FAMSF Board of Trustees has not elected David Spencer as the new President. But it turns out, at the May 31, 2023, Board meeting, FAMSF Trustees voted to transfer control over the election of the President to the COFAM Board of Trustees. Deputy City Attorney Lauren Curry spoke at the meeting in support of the Amendment.
Under the May 2023 Bylaws Amendment, the FAMSF Board of Trustees is responsible for the election of all officers except the President. The selection and appointment/election of the FAMSF President is now being treated as a private matter, handled behind closed doors by COFAM, the non-profit organization that operates the DeYoung and Legion of Honor of Museums. The Chair of the COFAM Board of Trustees automatically becomes President of the FAMSF Board of Trustees.
The Board President is an important position. The President serves as the public representative of the Fine Arts Museums, sets the agenda for all Executive Committee and Board of Trustees meetings, serves as the primary contact between the FAMSF Director and the Board of Trustees, and is responsible for all Board communication with the Trustees. If FAMSF Trustees were acting in the public’s best interest, why would they vote to transfer power over the appointment of the Board President to a private entity? And on what legal authority?
Deputy City Attorney Lauren Curry has not responded to a request for comment as to why the City Attorney supported this amendment. There does not appear to be any local law or Charter provision allowing a private entity to control the appointment or election of the President of a public Board or Commission. David Spencer is not even a FAMSF Trustee. He was elected to the FAMSF Board in June 2010 but retired in June 2022.
FAMSF is clearly in crisis. Will City officials take action to restore transparency and accountability to the Fine Arts Museums? Time will tell.
Anmarie Mabbutt is a California attorney and longtime SF resident
March 2025
