Despite being drafted more than a year ago, the governing provisions have not been executed. All that's required is the signatures of UL President Ray Authement and the president of the UL Foundation's board. The version of the bylaws given to The Independent is the same version that was drafted more than a year ago.
That draft states: "The business of the Museum shall be managed by a Museum Governing Board, which shall have full power and authority â?¦" The provisions add: "The Museum Governing Board will have sole responsibility and authority for the operation and maintenance of the Art Museum and all physical facilities comprising the Museum project." Although there is no direct reference to whether the board is responsible for terminating museum staff, it does state that the board is to be responsible for managing "the selection of a museum curator and staff."
UL Vice President of Academic Affairs Steve Landry says the board was never consulted before Authement placed former Director Herman Mhire on administrative leave in August ("Museum Meltdown," Nov. 23). Whether the board or Authement had that authority is unclear since the board has apparently been operating without provisions.
But that's not what the current UL Foundation president says. Rusty Cloutier, president of the foundation board, says in an e-mail, "I have seen the agreement, and it was done and signed by Jim Prince." But former foundation President Jim Prince, under whose watch the bylaws were drafted, says that isn't the case. He writes in another e-mail: "I may have seen a copy of the draft agreement; however, I do not recall whether said agreement was ever finalized and/or executed."
Mark Tullos, UAM's deputy director, says he can't locate a copy of the provisions but believes they had been adopted and signed by Authement. "Of course, I wasn't involved in any of that, so I don't know," he says. But a memorandum from last year states that not only was Tullos involved, he was provided with a draft of the provisions. Dated Nov. 2, 2004, Foundation Executive Director Julie Falgout sent Tullos the eight-page copy of the bylaws with the following cover letter:
"Mark, per our conversation, I am enclosing the final draft of the Governing Board provision bylaws for the University Art Museum Governing Board. The documents need to be authorized by the University President and Foundation President.
"However, I wanted you to have them to include in your board manuals. I will forward final copies for your records once authorized." Copies of this memo were also sent to Mhire and Landry.
And if the status of the bylaws isn't confusing enough, no one seems to know who has authority over the governing board. Landry says, "I think the governing board was formed to try to establish a close working relationship between [the university and the foundation]. It's hard to say it's one or the other. It's intended to guarantee participation by both." While the foundation owns the land and the museum facility, the university leases the property from the foundation and provides the museum with staff and operational costs.
Lead donor Paul Hilliard, who pledged a $3 million gift for the museum, is still confused about the governing board. "I don't know what its job is," he says. "Was it ever supposed to do anything? As far as I know, Authement came to every meeting of the governing board and controlled the agenda. So I would guess that most of them just sat there and didn't say anything because they knew this was just out there to make people think that there was actually a group of citizens." Landry says it is common for Authement to attend the meetings of university boards.
Mhire says Authement attended the meetings and controlled the governing board, even though the university president wasn't a member of the board. "He dominated most discussions whenever significant decisions had to be made," Mhire says. "The governing board usually followed the president's lead and voted accordingly. I cannot recall a single moment when a board member expressed a point of view different from the president's, or openly disagreed with the president's position on any aspect of museum policy or operation."
Hilliard is also unclear as to if or why the bylaws have never been signed or executed. "Maybe it's a fraudulent document, what they call a spurious instrument ' it doesn't mean anything," he says. "Was it just out there for public consumption? I don't know the answer to that."
Authement says, "The governing board is in a state of flux, but it is very near to completing its bylaws." For now, Landry is taking responsibility for the bylaw confusion.
"I was personally responsible for having those executed between the president and the foundation," Landry says. "We totally began to operate in the context of those governing procedures without me having them executed. â?¦ Given the attention that we're giving to it now, and recognizing my own failings in not having this executed, I will bring it to the next governing board meeting to see if they still stand now."
A new long-term strategic planning committee is studying the bylaws to see if they are in line with the stringent accreditation process administered by the American Association of Museums, a goal the university will have to attain in order to attract the large-scale exhibitions that will sustain the museum. Given the confusion and lack of clear governing authority for the museum, national accreditation seems little more than a pipe dream without significant changes to the museum's bylaws.
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