ADMINISTRATIVE REPORT

Date: July 9, 1998
Author/Local: S. Harvey/6001
CC File No. 4006

TO:	Vancouver City Council
FROM:	Director, Office of Cultural Affairs in consultation with the Director of Finance
SUBJECT:	Vancouver Art Gallery - Amendment to ByLaws

RECOMMENDATION

THAT Council approve an increase in the number of Trustees of the Vancouver Art Gallery Association from 18 to 24 as outlined in this report.

GENERAL MANAGERS' COMMENTS

The General Managers of Community and Corporate Services recommend approval.

COUNCIL POLICY

The operating/lease agreement between the City and the Vancouver Art Gallery Association requires Council approval of amendments to their by-laws.

PURPOSE

This report seeks Council approval for an increase in the Board of Trustees of the Vancouver Art Gallery Association (VAG) from 18 to 24 Trustees as requested by the VAG.

BACKGROUND

In 1996 the VAG amended its by-laws to reduce the number of Trustees from 30 to 18. Some members of the VAG had questioned the reduction in the size of the Board, and consequently, at the VAG Annual General Meeting held Wednesday, March 25, 1998 the Board recommended, and the membership approved, an increase in the number of Trustees from 18 to 24. The increase is to be phased in as follows:

In 1998 Appointive Trustees 12

Elective Trustees 12

In 1999 Appointive Trustees 8

Elective Trustees 16

The proposed bylaw changes requires Council approval.

DISCUSSION

Bylaw 4.1 of the Vancouver Art Gallery Association calls for governance by a Board consisting of "Elective Trustees", elected by members of the Association, and by "Appointive Trustees", appointed by the Volunteer Committee to the Vancouver Art Gallery Association, the Director and Part-President of the VAG (ex-officio), and the opportunity for appointment of a member of City Council, or its alternate. The current and proposed by-law states that in the event that Council does not make an appointment, a Trustee is appointed by the other Trustees.

Council policy does not permit Councillors to sit as active trustees of non-profit societies which receive civic funding and therefore has not made annual appointments to the Vancouver Art Gallery Association Board of Trustees. The change to the by-law still provides for the opportunity for Council to appoint a member or an alternate.

The proposed change provides for both an increase in total board size and a shift in numbers from Appointive to Elective Trustees. This shifts the "source" for nomination and subsequent appointments to the membership and reduces the number of appointments from within the Board.

CONCLUSION

Staff support this proposed amendment to the VAG by-laws. It provides for a larger governance resource and more direct accountability through election by its members.

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(c) 1998 City of Vancouver