Background and Board Motion
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It all started with a simple question
Re: T.W. Wood Gallery Board Meeting Materials 3/8 5:30-7:30
Mon, Mar 6, 2017 3:11 pm
Charles Green ([email protected])
To:ginnycallan.woodartgallery + 9 more Details
In an effort to save meeting time, can someone comment on;
1- Deaccessioning sales of paintings, how were they selected, why are they not suitable for our collection, from whom and when were they donated, finally were any conditions connected to our acceptance?
Not only did I did not get an answer to this question, Theo ruled the question out of order at the meeting saying this was covered at a board meeting years ago and he was unwilling to discuss it at the board meeting.
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The following comes from material I distributed at the June 2017 board meeting and my vote on withdrawing funds from the trust account to be used for salaries and other operating expenses.*
June 2017 board meeting
In accordance with Vermont law (Cite as: 11B V.S.A. § 8.30) § 8.30. General standards for directors and (Cite as: 11B V.S.A. § 8.33) § 8.33. Liability for unlawful distributions; statute of limitations (1) from every other director who voted for or assented to the distribution without complying with the applicable standards of conduct described in section 8.30 of this title;
I voted No and distributed to the board copies of the Vermont law and ethical conduct positions from major art organizations
1) On Monday, March 06, 2017 3:12 PM I asked “In an effort to save meeting time, can someone comment on “Deaccessioning sales of paintings, how were they selected, why are they not suitable for our collection, from whom and when were they donated, finally were any conditions connected to our acceptance?”
2) Up to Tue, Apr 4, 2017 9:02 pm, I was under the impression that money being spent from the Trust Fund was unrestricted, but it really wasn’t. Then I received the email from Theo (Wood’s President) stating in part that we can specifically change the language in the by-laws to include PITI payments on a purchase money mortgage expanding the language about investment in real property to include interest, taxes and insurance which are now not considered assets, regardless of how you change the bylaws. They are operating expenses.
3) Also, Theo said that Linda (Board Member) was wrong in stating that the board was violating ethical principles. I researched what standard principals were for Art Museums and found the following: ” Funds received from the disposal of a deaccessioned work shall not be used for operations or capital expenses. Such funds, including any earnings and appreciation thereon, may be used only for the acquisition of works in a manner consistent with the museum’s policy on the use of restricted acquisition funds. In order to account properly for their use, the AAMD recommends that such funds, including any earnings and appreciation, be tracked separately from other acquisition funds.” And there is more on the back of this page.
4) After that meeting, Theo and I had an extended discussion during which he stated that “no one would ever question our actions and if you are concerned with past actions, it is your responsibility to look into the possible misuse of funds”. I did check into the 2011 990ez and although they had operated at a loss, there was not anything eye brow raising. The 2012 filing did report a significant increase in assets due to the sale of deaccession works;
“Deaccessioned art works from the collection were sold. Proceeds from the sale were used to enhance the endowment, improve a storage vault and relocation of the Gallery operations.
11/18/12 $663.75, East Barre Antique Mall, 133 Mill St, East Barre, VT
7/17/12 $157,950.00 Debra Force Gallery, 13 East 69th St Ste 4F, New York NY 10021
4/9/12 $225,237.50 Debra Force Gallery, 13 East 69th St Ste 4F, New York, NY 10021″
The 2015 filing placed the total of cash, savings and investments at $172,122 and this concerns me as it appears that funds raised from the sale of deaccessioned art has been used for other than investing in tangible assets.
5) Then there are issues involving IRS 990 filings and the suspension of our not for profit status. I brought this to the attention of Bertil and Ginny last summer stating that they were not available to the public on Guide Star, a WEB source for all not for profit organizations; they brought me into the office and showed me the copies of 2013 and 2014 on the office computer. No one followed up as to why we were not listed on this nationally accepted site for verifying tax status.6
6) At Bertil’s (Wood’s Treasurer) request, we met on Tue Apr 25 informally to review the 990 submissions and I made the following observations
- For 2012, 2013, and 2014 form 990 not 990EZ should have been filed.
- The 990 requires board review and approval, the 990EZ does not.
- For 2015, the form submitted was not signed although Ginny’s name was typed below the signature line. Normally the Treasurer signs the form, although any officer can.
- For 2016, from what I have read, art in the collection does not have to be declared as an asset; however deaccessioned work does and would require a 990, not 990EZ.
7) The most troubling situation is lack of Fiduciary Liability Insurance, as each board member is now financially exposed.
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At the conclusion of this meeting it was agreed that the Development Committee review the issues involved and hire a lawyer for a second opinion if the issue could not be resolved to everyone’s satisfaction.
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The July 2017 Board Meeting:
CANCELLED 7/18 BOARD MEETING, 8/1 5 PM NEXT BOARD MTG
Greetings Board members,
Theo and I met today and decided to cancel the July 18th Board meeting. Our next scheduled Board meeting is just 2 weeks later on Tuesday August 1.
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The August 2017 Board Meeting:
I sent an email prior to the meeting that saying I did not see any reference to the transfer of funds nor my material concerning the ethics, law, and history of this action in the minutes. I stated that I wish for it to be included.
Linda (Board Member) emailed a copy of an AP article “Art Auction to Pay Mass. Museum’s Bills Stirs Anger” and stated in the email “I also believe that it addresses the use of that money from prior sales can not be used to pay bills.”
At the meeting no vote was taken with regard to the transfer of funds.
At the meeting, I informed the board that Rebecca Green (a benefactor) would donate up to $5,000 in order to establish an ongoing group “The Friends of the Wood”. The Group would meet twice a year, be updated on the activities and donations would be matched up to $100 per person per meeting. I felt that the Wood needed to establish a base of support within the community. The offer was passed over to the Development Committee as it was felt that it might distract from the planned Gala.
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The September 2017 Board Meeting:
Discussion of the “Friends of the Wood” proposal was again delayed as it was felt it might distract from the Membership Drive.
There was no vote on transfer of funds.
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On October 4th an email from Ginny
Greetings,
Theo and I have meeting twice to work on a 2018 Development plan and will be meeting again next week .
Bertil and I reviewed a 2017 fall membership drive
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On October 5th after the Development Committee had met many times and not addressed the transfer of funds, refused to discuss establishing a Group to support the Wood and there had been many Board Meetings at which board approval for the transfer of funds was never made, I resigned in frustration!
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The Next Step was the meeting with my personal lawyer to obtain the Vermont Attorney General’s review.
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An email from Ginny
October 2017 Board Meeting
Subject: TONIGHT’S BOARD MTG CANCELLED! 10/13 5;30 BOARD GALA PREP!
Hi All,
I just spoke with Theo and we are cancelling tonight’s Board and Development meetings. Attendance numbers are low and we might not have a quorum. There isn’t anything really pressing other then the Gala.
Unbelievably, four out of five members of the Development Committee were available and still the Development meeting was cancelled.
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