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Zoo-Museum board members criticize new History Museum contract

This article first appeared in the St. Louis Beacon, Nov. 8, 2012 - Some members of the Zoo-Museum District board remain critical of the newly changed contract between commissioners of the History Museum subdistrict and the museum’s board of trustees, saying it still does not provide the public enough of a look into how the museum operates and spends public money.

Discussion at a meeting in Clayton Thursday continued debate over oversight at the museum and the compensation of its president, Robert Archibald. Efforts to defuse controversy over the purchase of land on Delmar for a community center that never was built have included the new arrangement. The new contract is supposed to give new authority to members of the museum’s subdistrict over budget and compensation decisions.

While the new arrangement has been praised by Mayor Francis Slay, County Executive Charlie Dooley and others, four members of the Zoo-Museum District board – the eight-person board that administers public funds for the History Museum and four other cultural institutions – had little good to say about the changes.

A statement released after the meeting and signed by four members of the board – Gloria Wessels, Jerome Glick, Charles Valier and Robert Lowery Sr. – reiterated their view that oversight by trustees of the museum is inadequate. As a result, they said, both the public and the museum staff suffer.

“Our concern is for the employees of the History Museum,” the statement said. “How must they feel when their president and leader makes so many mistakes in judgment, but still is rewarded by the trustees with over a million dollars with a one-year contract and immediate payout for accrued vacation? Their morale must be very low. The trustees have shown little concern for their employees, not only by giving such a generous contract to Dr. Archibald, but rewarding him with greater compensation during these hard economic times.”

Earlier in the meeting, Ben Uchitelle, who chairs the overall Zoo-Museum District board, talked much more favorably about the new arrangement, calling it “terrific” and urging his colleagues to give it time to work.

“We’ve got to give this a chance to get going,” Uchitelle said, adding that rather than looking at the missteps that led to the contract changes, the board should be looking ahead.

“We’re going forward with the History Museum because it’s one of our jewels,” he added. “We don’t want to continue to tear it down.”

If the new checks and balances don’t work, he added, “commissioners have a hammer to end the arrangement and discontinue tax support.”

But Uchitelle’s view did not seem to carry much weight with the other board members, who complained about the difficulty of getting information from the museum.

“They’re transparent when they want to be transparent,” Valier said of the museum’s board of trustees, “and they’re not transparent when they don’t.”

Later in the meeting, Glick responded:

“I beg to differ with you. They profess transparency. It never exists.”

New contract draws fire

Among the areas that drew strong criticism for a lack of openness was the new contract between the museum’s trustees and the subdistrict board. It was adopted by both bodies last month.

Brokered by former Sen. John C. Danforth at the request of Slay, Dooley and others involved with the museum, it was an effort to regain public confidence in the wake of revelations about the museum’s purchase of land on Delmar  belonging to former Mayor Freeman Bosley Jr. While Bosley had been on the museum’s board, he was no longer a member when the deal was concluded in 2006.

Addressing questions of a possible conflict of interest, Danforth said before he accepted the request that he wanted everyone to understand that he is a partner in the Bryan Cave law firm, which has long done legal work for the museum. He said he would be able to act independently of that arrangement, but he wanted to bring it into the open.

Still, his relationship with the law firm has prompted complaints, including a comment at Thursday’s meeting by Wessels, who said, “I find that too much of a conflict of interest.”

Glick noted that a letter written by Danforth on the subject of the contract changes was written on Bryan Cave stationery.

“How can he be independent?” Glick asked.

The broad outline of the changes were presented to the museum’s board of trustees on Oct. 26; they accepted them after discussion and clarification. The museum subdistrict’s board voted in favor of the changes on Oct. 30.

Besides giving members of the subdistrict board seats on committees that control budgeting and compensation for the museum, the changes also include new terms that:

  • Require the subdistrict's approval of any unbudgeted expenditure of more than $300,000.
  • Require that all real estate purchases be approved by the subdistrict whether or not public money is involved.
  • Make sure that the subdistrict board receives a copy of the annual detailed audit report by the museum’s independent auditor.
  • Reaffirm that the board and the staff of the museum control its day-to-day operations.

But the members of the board who criticized the changes at their meeting Thursday said the alterations were not hammered out in open debate, and they questioned Danforth’s role.
More specifically, their statement said:

  • Archibald’s new contract, which specifies that he will be paid $580,000 for unused vacation days from private funds, not tax dollars, creates “a distinction without a difference.” Shifting money from one pocket to another still means that the money paid to Archibald will not be available for museum operations, they said.
  • Minutes from meetings of the museum’s board of trustees for the past seven years show that “no project proposed by the president has been turned down, much less, questioned,” which they said shows a lack of oversight or “good stewardship.”
  • In general, the board of trustees, which the museum’s bylaws says can have 45 members appointed by the board, “is too large a body to effectively provide oversight for the museum, as we are now seeing, and because it combines fund raising with oversight, it creates a group that (is) neither trained nor effective at doing both…. More importantly, when governance breaks down, as it has in this case, there is no person responsible to the taxpayers, who are footing the bill, with authority to remove and replace trustees.”

In between the time that the museum’s board approved the changes in the contract and the time the changes were accepted by the subdistrict board, the compensation committee of the trustees changed the terms of Archibald’s contract. It was shortened to one year from three, and the changes in what money would pay for his unused vacation days were also made.
The final document has not yet been completed or signed, a spokesman for the museum said Thursday.

Valier said that because the changes would not take effect until the new contract begins on Jan. 1, 2013, the renegotiation should have been handled by a committee made up of members from both groups, the museum board of trustees and the subdistrict board.

Asked whether he thought the changes were deliberately made before the subdistrict board would vote on the new contract, so they would follow the letter of the existing contract if not the spirit of the revisions, Valier responded:

“I think the facts speak for themselves.”

John Danforth and Ben Uchitelle are contributors to the Beacon.

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