FINANCE AND ADMINISTRATIVE COMMITTEE
	TO:	Mayor and Council
	FROM:	Barbara M. Roth, Director, Recreation and Culture Services
	PREPARED BY:	John Ryerson, Manager / Director, Varley Art Gallery
	DATE OF MEETING:	2004-Dec-06
	SUBJECT:	Governance - Varley Art Gallery and Foundation

RECOMMENDATION:

THAT the report entitled Governance - Varley Art Gallery and Foundation be received;

AND THAT the Advisory Board of the Gallery be amalgamated into the existing Board of the Varley-McKay Art Foundation of Markham;

AND THAT the size of the Board of the Varley-McKay Art Foundation of Markham be set at up to 16 plus two Councillors, and the Mayor, Ex-Officio;

AND THAT staff be directed to review and update the 1998 terms of reference to bring them into alignment with current policy and management practices;

AND FURTHER THAT Council approves the following appointments to the Board of the Varley-McKay Art Foundation of Markham:

Heather Sifton (to replace Jennifer Deacon who has retired)

Bill Pickering

Howard Back

Robert McCulloch

Donald Hindson

Patricia Loveland

Brian Roman

Michael Roth

Stanley Neal

Lana Champion

Anna Gauci

Karen Chadwick

Beverly Schaeffer

Erin Shapero, Councillor

Jim Jones, Regional Councillor

PURPOSE:

The purpose of this report is to obtain Council approval

· to amalgamate into one Board the current Advisory Board of the Gallery and the Board of the Varley-McKay Art Foundation of Markham

· of the proposed structure of the Board

· to review and update the 1998 terms of reference

· of the appointment of Heather Sifton to the Board

BACKGROUND:

Stewart Coxford, past Board Chairman of the Varley Advisory Board, led a review of governance relating to the operation of the Varley Art Gallery, consulting both Boards individually and in a joint Board meeting that included Regional Councillor Jim Jones and Councillor Erin Shapero. The one opinion that was consistently put forth was that the two Boards should be amalgamated. The matter of efficiency and clarification of duties and responsibilities was paramount. In the past there has been ambiguity regarding the roles of the two groups. Members feel there was duplication of effort, lack of clarity of roles, ambiguity on the art acquisition process and fundraising roles, and insufficient and proper recognition of volunteers and supporters.

Current structure of the Board

	Advisory		Foundation
13	Board appointments	6	Board appointments
1	BIA appointment	2	Executors
2	Councillors	2	Councillors
		1	Mayor, Ex-officio
			(all but two are on the Advisory Board)
Total of 16		Total of 11

Recommended structure of the Board

The bylaws provide for up to 22 persons on the Board, and fundraising boards tend to be large. Recommended size is up to 16 plus two Councillors and the Mayor, Ex-officio.

Benefits of Amalgamating the Board and the Foundation

The ability to invest in high quality exhibitions, supporting research, programs and art acquisitions, is a primary need for program vitality and attendance.

The Boards must make the decisions on art acquisitions following accepted gallery standards as determined by professional ethics and Canada Customs and Revenue Cultural Property gift criteria. Currently this role has been split between both boards and is one of the areas of ambiguity that needs resolution.

By combining the two Boards into one, it will streamline Board governance and allow for growth in the fundraising capacity of the Foundation.

The overall governance of the Foundation is not being impacted. The proposed changes are primarily to enhance the Board’s fundraising and sponsorship capabilities.

The 1998 terms of reference need to be reviewed in conjunction with the Board, Legal Services, and Financial Services to reflect alignment with current policies and management practices.

FINANCIAL CONSIDERATIONS:

No financial implications are to be considered in this report.

BUSINESS UNITS CONSULTED AND AFFECTED:

Legal Services

Financial Services

Barbara M. Roth, Director, Recreation and Culture Services

Jim Sales, Commissioner of Community and Fire Services

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