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Changed by Resolution of the Executive Committee

Amended 4/10/97, Article I, Section 1; Article II, Sections 1, 2, and 3. Clarified the Terms of the

President and Chairman

Amended 10/15/98, Article I, Section 1; Article II, Sections 1 and 3; Article III, Section 1.

Deleted References to Chairman Position

Amended 1/26/06, Article I, Section 1. Clarified the Term of Trustees and the Term of the

President

Amended 1/26/06, Article IV, Sections 7 and 8. Updated References to the City’s Sunshine

Ordinance

Amended 6/24/08, Article I, Section 1. Changed the number of terms a Trustee may serve from

three terms of three years to six terms of three years; Article IV, Section 1. Changed the annual

meeting to June; Article V, Sections 1 and 2: Deleted references to the National Council;

Article V, Section 2: Changed Nominating Committee review of Trustee Emeritus status from

every three years to an annual basis, and established Nominating Committee review of

Honorary status on an annual basis.

Amended 10/8/09, Article I, Section 1. Amended to allow a re-elected Trustee, following a period

of at least one year after a Trustee has completed three consecutive three-year terms, to serve

an unlimited number of consecutive three year terms. Amended to eliminate the sentence

regarding the number of terms a President may serve as Trustee.

Amended 01/30/13, Article III, Committees, Section 1. Executive Committee, Amended the

number of Executive Committee members to be at least thirteen, the exact number to be set

by the Board of Trustees from time to time.

Amended 04/02/19: Article I, Section 1. Trustees. The amendment removes the requirement for

Trustees who are retiring and have been re-elected to rotate off the Board for a year.

Amended 04/02/19. Article IV, Section 1. Regular Meetings. The amendment gives flexibility to

set four meetings per year according to the Board’s needs as opposed to prescribed months

ended 04/02/19. Article VI, Section 2. Amendment procedures. Changes the number of

Trustees required to adopt an amendment from a majority of all Trustees to a majority of

Trustees present at a meeting in which an amendment is proposed.

Amended 06/04/19. Article I, Section 1. Create the position of Chair Emeritus/Emerita

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DRAFT

AMENDED AND RESTATED BYLAWS

OF THE

BOARD OF TRUSTEES OF THE

FINE ARTS MUSEUMS OF SAN FRANCISCO

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TABLE OF CONTENTS

ARTICLE I. NAME .................................................................................................................... 4

ARTICLE II. PURPOSE ............................................................................................................ 4

ARTICLE III. AUTHORITY ........................................................................................................ 4

ARTICLE IV. PRINCIPAL OFFICE ........................................................................................... 5

ARTICLE V. TRUSTEES .......................................................................................................... 5

Section 1. NUMBER OF TRUSTEES. .................................................................................... 5

Section 2. APPOINTMENTS. ................................................................................................. 5

Section 3. ELECTION AND TERM ......................................................................................... 6

Section 4. COMPENSATION. ................................................................................................ 6

ARTICLE VI. OFFICERS .......................................................................................................... 6

Section 1. OFFICERS OF THE BOARD. ............................................................................... 6

Section 2. PRESIDENT. ........................................................................................................ 6

Section 3. VICE PRESIDENT(S). ........................................................................................... 7

ARTICLE VII. SECRETARY ..................................................................................................... 7

ARTICLE VIII. DIRECTOR OF MUSEUMS ............................................................................... 8

ARTICLE IX. COMMITTEES .................................................................................................... 8

Section 1. EXECUTIVE COMMITTEE.................................................................................... 8

Section 2. NOMINATING COMMITTEE. ................................................................................ 8

Section 3. OTHER COMMITTEES. ........................................................................................ 8

ARTICLE X. MEETINGS .......................................................................................................... 9

Section 1. REGULAR MEETINGS. ........................................................................................ 9

Section 2. SPECIAL MEETINGS. .......................................................................................... 9

Section 3. CLOSED MEETINGS. ........................................................................................... 9

Section 4. NOTICE OF MEETINGS. ...................................................................................... 9

Section 5. QUORUM. ............................................................................................................. 9

Section 6. VOTING. ............................................................................................................... 9

Section 7. REQUIREMENT TO VOTE. .................................................................................10

Section 8. LOCATION. ..........................................................................................................10

Section 9. ATTENDANCE. ....................................................................................................10

Section 10. RESIGNATION. .................................................................................................10

Section 11. PUBLIC COMMENT. ..........................................................................................10

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ARTICLE XI. NOMINATING PROCEDURE .............................................................................10

ARTICLE XII. EXECUTION OF CONTRACTS ........................................................................11

ARTICLE XIII. ADOPTION, AMENDMENT OR REPEAL OF BYLAWS ..................................11

BYLAWS CERTIFICATION ......................................................................................................12

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ARTICLE I. NAME

The Name of the Board shall be the “Board of Trustees of the Fine Arts Museums of San

Francisco.” It may also be referred to as the “FAMSF Board of Trustees” and “FAMSF Board.”

The title chosen by the FAMSF Board of Trustees for the department which oversees the

California Palace of the Legion of Honor and the M. H. de Young Memorial Museum is the “Fine

Arts Museums of San Francisco.” This title may be changed by not less than two-thirds of the

Trustees of the Fine Arts Museums. [Charter Section 5.105.]

ARTICLE II. PURPOSE

The Fine Arts Museums of San Francisco (“Fine Arts Museums,” “Museums” and

“FAMSF”) is a charitable trust department of the City and County of San Francisco (“City and

County”). [Charter Section 5.101.] The purpose of the FAMSF Board is to oversee the Fine

Arts Museums, comprised of the M. H. de Young Memorial Museum (“de Young”) and the

California Palace of the Legion of Honor (“Legion of Honor”).

The FAMSF Board is responsible for the protection, conservation and management of

the assets of the Fine Arts Museums, which include the land and buildings set aside for the

Museums’ use, any objects of art or other articles owned by or gifted to the Museums, and all

moneys in the trust fund of the Museums from the sale of its art and other articles. [Charter

Section 5.101; San Francisco Administrative Code Section 2A.155.3 and Section 2A.155.9.]

The FAMSF Board has custody over the Achenbach Foundation for Graphic Arts maintained at

the Legion of Honor. [Admin. Code Section 2A.155.2.]

The FAMSF Board shall assure that the Museums are open, accessible and vital

contributors to the cultural life of the City and County, and that the Museums' programs bring art

appreciation and education to all the people of the City and County. [Charter Section 5.105.]

ARTICLE III. AUTHORITY

The FAMSF Board shall exercise its authority, functions, powers, and duties in

accordance with the Charter for the City and County of San Francisco ("Charter") Section V and

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all rules, regulations, orders, and laws of the City and County, including, without limitation

thereto, the applicable provisions of the San Francisco Administrative Code and in accordance

with these Bylaws.

In order to fulfill its obligations under the Charter, the FAMSF Board may enter into

agreements with a not-for-profit or other legal entity to develop or operate the Museums and to

raise and maintain funds for the Museums' support. [Charter Section 5.105.] Operation of the

Museums includes, but is not limited to, sponsoring exhibitions, education and public

programming; managing donor relationships, gifts and fundraising efforts; and overseeing day-

to-day business at both the de Young and Legion of Honor. Such a cooperative understanding

exists with the Corporation of the Fine Arts Museums (“COFAM”) and the Fine Arts Museums

Foundation (“Foundation”).

COFAM and the Foundation are private, nonprofit organizations; they are not City

departments or agencies and the Fine Arts Museums do not have control over their corporate

functions or any ownership of any of their assets.

ARTICLE IV. PRINCIPAL OFFICE

The principal office for the business of the FAMSF Board shall be at the de Young

Museum in San Francisco, California, or at any such other place as the FAMSF Board from time

to time may determine.

ARTICLE V. TRUSTEES

Section 1. NUMBER OF TRUSTEES. The Board of Trustees of the Fine Arts

Museums of San Francisco shall consist of not more than 62 Trustees, the exact number to be

set by the FAMSF Board from time to time. [Charter Section 5.105.]

Section 2. APPOINTMENTS. The Board of Trustees of the Fine Arts Museums of San

Francisco is a self-perpetuating board; FAMSF Trustees are to be elected by the members of

the FAMSF Board. [Charter Section 5.105.]

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Section 3. ELECTION AND TERM. Each FAMSF Trustee shall be elected for a term of

three years. [Charter Section 5.102.] Except as otherwise provided herein, the tenure of a

Trustee shall be limited to three consecutive terms of three years. After a FAMSF Trustee has

completed three consecutive three-year terms, such former FAMSF Trustee may be considered

for re-election to the FAMSF Board of Trustees for an unlimited number of consecutive three-

year terms when the FAMSF Board of Trustees finds that such former FAMSF Trustee has

demonstrated extraordinary service to the Museums and that such former FAMSF Trustee’s

absence would be detrimental to the Museums. Any vacancy on the FAMSF Board because of

death, resignation, removal or any other cause shall be filled by the vote of the majority of the

FAMSF Trustees in office at the time within 90 days. A former FAMSF Trustee may be elected

a FAMSF Trustee Emeritus/Emerita. A FAMSF Trustee Emeritus/Emerita shall be elected

based upon outstanding meritorious service to the Museums as a FAMSF Trustee and in

expectation of continued participation and commitment to the goals of the Fine Arts Museums of

San Francisco.

Section 4. COMPENSATION. None of the FAMSF Trustees shall receive any

compensation for their services. [Charter Section 5.102.]

ARTICLE VI. OFFICERS

Section 1. OFFICERS OF THE BOARD. The officers of the Board of Trustees of the

Fine Arts Museums of San Francisco, with the exception of the FAMSF President, shall be

elected by a majority of the FAMSF Board of Trustees. The officers shall be a President, one or

more Vice Presidents, and such other officers as the FAMSF Board of Trustees may from time

to time appoint and whose duties and terms of office the FAMSF Board of Trustees shall

specify.

Section 2. PRESIDENT. The office of the FAMSF President shall have a term of three

years. The Chair of the Board of Trustees of the Corporation of the Fine Arts Museums of San

Francisco shall serve as the President of the Board of Trustees of the Fine Arts Museums of

San Francisco. In the event that there is no Chair of the Board of Trustees of COFAM, the

Acting Chair of the Board of Trustees of COFAM shall service as the Acting President of the

Board of Trustees of FAMSF, until a Chair of the Board of Trustees of COFAM is elected.

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The FAMSF President shall serve as a voting member of the FAMSF Executive

Committee; serve as the public representative of the FAMSF Board of Trustees; set the agenda

for all meetings of the FAMSF Board of Trustees and FAMSF Executive Committee; conduct all

meetings of the FAMSF Board of Trustees and FAMSF Executive Committee; except as

provided in Section 5.102 of the City Charter, appoint all committees of the FAMSF Board of

Trustees and serve as an ex-officio member of each such committee; serve as the primary

contact between the Director of Museums and the FAMSF Board of Trustees; and be

responsible for FAMSF Board communication with the FAMSF Trustees.

Section 3. VICE PRESIDENT(S). One or more FAMSF Vice Presidents shall be

elected annually from among the members of the FAMSF Board of Trustees to serve a term of

one year. All vacancies in the office of Vice President shall be filled by the vote of a majority of

the Trustees in office at the time, and the person or persons so elected shall serve the

unexpired portion of the term of the previous FAMSF Vice President. Each FAMSF Vice

President shall serve as a voting member of the FAMSF Executive Committee and shall have

such other powers and perform such other duties as may be delegated to them by the FAMSF

Board of Trustees or the FAMSF President.

ARTICLE VII. SECRETARY

The Secretary shall keep or cause to be kept, at the principal office or such other place

as the FAMSF Board may order, a recording and a book of minutes of all meetings of the

FAMSF Board and its committees, with the time and place of holding, whether regular or

special, and if special, how authorized, the notice thereof given, the names of those present at

FAMSF Board and committee meetings, and the proceedings thereof. The Secretary shall

keep, or cause to be kept, at the principal office in the City and County of San Francisco the

original or a copy of the Board’s Articles and Bylaws, as amended to date.

The Secretary shall give, or cause to be given, notice of all meetings of the FAMSF

Board and any committees thereof required by these Bylaws or by law to be given, shall keep

the seal (if any) of the Board in safe custody, and shall have such other powers and perform

such other duties as may be expressly prescribed by Board resolution. The Secretary shall not

be a Trustee of FAMSF.

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ARTICLE VIII. DIRECTOR OF MUSEUMS

The Director of Museums is the Chief Executive Officer and general manager of the Fine

Arts Museums of San Francisco and has, subject to the oversight of the FAMSF Board, general

supervision, direction, and control of the daily business of FAMSF. The Director of Museums

has the general powers and duties of management usually vested in the offices of general

manager or director of a department of the City and County of San Francisco and such other

power and duties as may be expressly prescribed by Board resolution.

ARTICLE IX. COMMITTEES

Section 1. EXECUTIVE COMMITTEE. The FAMSF Executive Committee shall consist

of at least three FAMSF Trustees, the exact number to be set by the FAMSF Board of Trustees

from time to time, including the FAMSF President and one or more FAMSF Vice Presidents,

who shall be elected annually from among the members of the FAMSF Board of Trustees to

serve terms of one year. The FAMSF Executive Committee shall only consider such matters

that the President deems necessary to be considered before the next meeting of the FAMSF

Board. All vacancies in the FAMSF Executive Committee, howsoever occurring, shall be filled

for the unexpired portion of the term by the FAMSF President. A majority of the FAMSF

Executive Committee shall constitute a quorum. The FAMSF Executive Committee shall

determine the manner and form of its proceedings and the time, place and notice to be given of

its regular or special meetings.

Section 2. NOMINATING COMMITTEE. The FAMSF Nominating Committee shall

consist of the President, one Vice President, and at least one other FAMSF Trustee selected by

the Board. Members of the FAMSF Nominating Committee (other than the President) shall be

elected annually to serve terms of one year. This Committee shall nominate individuals to serve

as Trustees of the FAMSF Board as provided in Article XI. A majority of the FAMSF Nominating

Committee shall constitute a quorum. The FAMSF Nominating Committee shall determine the

manner and form of its proceedings and the time, place and notice to be given of its regular or

special meetings.

Section 3. OTHER COMMITTEES. The FAMSF President may appoint such other

advisory committees as they shall deem appropriate for the purpose of advising the FAMSF

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Board and the FAMSF Executive Committee on matters pertaining to the Fine Arts Museums of

San Francisco.

ARTICLE X. MEETINGS

Section 1. REGULAR MEETINGS. There shall be a minimum of four regular meetings of

the FAMSF Board of Trustees in each calendar year. The time and place of the regular meetings

shall be set by resolution of the FAMSF Board of Trustees or the FAMSF Executive Committee.

[Government Code Section 54954 and Sunshine Ordinance Sec. 67.6.]

Section 2. SPECIAL MEETINGS. Special meetings of the FAMSF Board of Trustees

may be called at any time by the Secretary upon the order of the President, or at the written

request of a majority of the members of the FAMSF Board of Trustees. The notice shall specify

the time, place and business to be transacted, and no other business shall be transacted at the

meeting. [Government Code Section 54956 and Sunshine Ordinance Section 67.6.]

Section 3. CLOSED MEETINGS. The FAMSF Board is authorized to hold closed

sessions at regular and special meetings for limited purposes, in accordance with applicable state

and local laws. [Sunshine Ordinance Sections 67.8 and 67.8-1.]

Section 4. NOTICE OF MEETINGS. Notice of regular and special FAMSF Board

meetings shall be posted at least 72 hours before the meeting. [Sunshine Ordinance Sections

67.6 and 67.7.] If a meeting must be canceled, continued or rescheduled for any reason, notice

of such change shall be posted as soon as is reasonably possible. [Sunshine Ordinance Section

67.6.]

Section 5. QUORUM. At all meetings of the FAMSF Board of Trustees a quorum shall

consist of one-third of the number of Trustees in office at the time. [Charter Section 5.105.]

Section 6. VOTING. Unless otherwise provided in these bylaws, a majority or two-thirds

vote of the FAMSF Board of Trustees shall mean a majority or two-thirds of the number of

FAMSF Trustees present at the meeting at which the vote is taken. [Charter Section 5.105.]

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Section 7. REQUIREMENT TO VOTE. Each member of the FAMSF Board of Trustees

or any FAMSF committee present at a meeting must vote for or against any particular action put

before the FAMSF Board or FAMSF committee unless excused from voting by a motion adopted

by a majority of the FAMSF members present for good cause including conflict of interest.

[Charter Section 4.104(b).]

Section 8. LOCATION. All meetings of the FAMSF Board of Trustees shall be held in

San Francisco, California at the location designated in the notices thereof. [Sunshine Ordinance

Section 67.6.]

Section 9. ATTENDANCE. The FAMSF President may request the resignation of any

FAMSF Trustee who has three consecutive unexcused absences from FAMSF Board meetings.

Section 10. RESIGNATION. A FAMSF Trustee may resign at any time by giving written

notice to the FAMSF Board. [Admin. Code Section 16.89-15.] Unless otherwise stated in the

written resignation, a resignation shall take effect immediately at the time it is received by the

Secretary.

Section 11. PUBLIC COMMENT. Members of the public shall be allowed to give public

comment during consideration of any item by the FAMSF Board of Trustees or any FAMSF

committee at a public meeting. Public comment may also be given during a general public

comment period, where the public may address the FAMSF Board on issues within the subject

matter jurisdiction of the FAMSF Board but otherwise not on the agenda. Members of the public

have three minutes to make public comment; the presiding officer may limit public testimony to

less than three minutes per person where reasonable. [Sunshine Ordinance Section 67.15.]

ARTICLE XI. NOMINATING PROCEDURE

The FAMSF Nominating Committee will entertain nominations for members of the FAMSF

Board of Trustees, FAMSF Officers (with the exception of the FAMSF President), FAMSF

Executive Committee, and FAMSF Trustees Emeritus/Emerita. A majority of the members of the

FAMSF Board of Trustees shall be residents of the City and County of San Francisco. [Charter

Section 5.102.] In selecting trustees to serve on the FAMSF Board of Trustees, the FAMSF

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Nominating Committee shall give due consideration to nominees who are broadly representative

of the diverse communities of the City and County of San Francisco and knowledgeable in the

field of art and culture, as demonstrated by their experience, training, interest or philanthropic

activity therein. [Charter Section 5.105.] The FAMSF Board has no requirement that FAMSF

Trustees possess U.S. citizenship and voter registration. [Charter Section 4.101.]

The FAMSF Nominating Committee shall make recommendations to the full FAMSF

Board prior to the date that the FAMSF Board of Trustees is to vote on the election of such

persons. The FAMSF Nominating Committee may solicit recommendations from COFAM’s

Nominating Committee when considering new FAMSF Trustees and shall give strongest

consideration to the individuals recommended.

ARTICLE XII. EXECUTION OF CONTRACTS

The FAMSF Board of Trustees authorizes the Director or their designee to enter into any

contract or execute and deliver any instrument in the name of and on behalf of the Fine Arts

Museums of San Francisco, and such authority may be general or confined to specific instances

except as otherwise provided by a resolution of the Board. [Charter Section 5.101.]

ARTICLE XIII. ADOPTION, AMENDMENT OR REPEAL OF BYLAWS

No amendment of these Bylaws shall be made unless it is presented in writing at a regular

or special meeting of the FAMSF Board of Trustees and receives the vote of a majority of all the

members of the FAMSF Board of Trustees present at the meeting. The FAMSF Board shall give

10 days’ public notice before amending these Bylaws. [Charter Section 4.104.]

-- End --

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BYLAWS CERTIFICATION

I, the undersigned, do hereby certify:

That I am the duly elected and acting Secretary of the Fine Arts Museums of

San Francisco and that the foregoing Bylaws comprising twelve (12) pages, including this page,

constitute the Bylaws of the Board of Trustees of the Fine Arts Museums of San Francisco in

effect on this date.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of the

Board of Trustees of the Fine Arts Museums of San Francisco this ___ day of _______.

___________________________

Megan Bourne

Secretary

Adopted 10/07/82

Amended 04/07/83, Section 2. Nominating Committee - National Council

Amended 01/05/84, Article I, Section 1. Trustees - Unexpired Terms

Amended 01/09/86, Article I, Section 1. Trustee Emeritus and Honorary Trustee Status

Amended 01/09/86, Article IV, Section 2. Nominating Committee, Trustee Emeritus Status

Amended 10/06/88, Article III, Employees - Entire Section Deleted

Amended 10/06/88, Article V, Added Public Comment

Amended 06/14/90, Article I, Section 1. Trustee - Unexpired Terms

Amended 06/14/90, Article I, Section 3. Added Wording

Amended 06/14/90, Article II, Section 1. Deleted First Vice President

Amended 06/14/90, Article II, Section 2. Term for President Changed

Amended 06/14/90, Article III, Section 1. Executive Committee Reduced to Seven Members

Amended 06/14/90, Article III, Section 2. Deleted Nominating Committee

Amended 06/14/90, Article IV, Section 1. Annual Meeting Changed to April

Amended 06/14/90, Article V, Section 1 & 2. New Nominating Procedures

Amended 06/14/90, Article VI, Section 1. New Section, Designation of COFAM Trustees

Amended 10/10/91, Article I, Section I. Add Chairman

Amended 10/10/91, Article II, Section I. Add Chairman

Amended 10/10/91, Article II, Section II. Add Duties for President

Amended 10/10/91, Article II, Section III. New Section - Chairman

Amended 10/10/91, Article III, Section 1. Add Chairman

Amended 4/7/94, Various Sections - to comply with Charter changes of November 2, 1993 and

the Sunshine Ordinance of December 16, 1993

Amended 4/13/95, Article III, Section 1. Executive Committee Increased to Thirteen Members

Amended 4/11/96, Article IV, Section 1. Time and Place of Regular Board Meetings May Be