This article first appeared in the St. Louis Beacon, Oct. 29, 2012 - In a sometimes contentious meeting, the board of the Metropolitan Zoological Park and Museum District provided a mixed reaction to a plan to alter the governance the Missouri History Museum.
The proposal – which the History Museum’s Board of Trustees approved last week – would set up joint committees that consist of museum board members and members of the History Museum Subdistrict Commission. These committees would, among other things, oversee the museum’s budget and how much its top executives are paid.
The History Museum has been under fire regarding the purchase of property on Delmar that was designated for a community center but never developed, as well as compensation for museum head Robert Archibald. Reporting by the Post-Dispatch has brought much of that information to light.
Among other things, the plan -- put forth by former U.S. Sen. John Danforth -- would:
- Create a joint budget committee with an equal number of members from the museum board and the subdistrict board, to oversee, review and approve the museum’s annual budget.
- Create a similar joint committee for executive compensation. Each year, a nationally recognized consultant on executive compensation would be retained to help set salaries.
- 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.
- Be reviewed each December, with a committee of the subdistrict responsible for recommending possible changes. If disagreements arise that cannot be resolved during a six-month negotiating period, the agreement would terminate and tax revenue – currently $10 million a year – would end as of the end of the following year.
Some commissioners were pleased with the agreement: ZMD board chairman Ben Uchitelle called the proposal “a terrific, strong, new face for the commissioners and the trustees.”
He said the joint budget and compensation committees will provide commissioners will a greater scrutiny and influence.
“This new budget committee will consist of a joint number of commissioners and trustees,” Uchitelle said. "They'll put the budget together. They'll have to agree upon it. They'll know every ingredient."
Commissioner Tom Campbell concurred with Uchitelle, noting that the proposal was more "balanced."
"The details still need to be worked out," Campbell said. "But this arrangement allows for a private-public partnership in which there's a balance of authority, a balance of accountibility and a balance of input from [everyone involved]."
Others were less effusive.
Commissioner Gloria Wessels, for instance, said the balance of some of the joint committees needed to be weighted toward commissioners, as opposed to being equally split.
"I think that the commissioners should have the upper hand," Wessels said. "And I think there are trustees that have been there for a really long time. And if they have conflicts of interest, I think they should just recuse themselves from voting. But I think they should not be trustees anymore. They can be fundraising with the Jefferson Society or whatever. That would be great if they agree to do that."
She added after the meeting that St. Louis Mayor Francis Slay and St. Louis County Executive Charlie Dooley had to take an active role in shaking up the composition of subdistrict board.
Wessels also expressed dismay about Archibald's new contract, which was shortened last week from three years to one year. Archibald's base salary remains the same at $375,000. And any payout for his unused vacation days, valued at $580,000, would now come from private sources -- not the tax dollars the museum receives as part of the Zoo-Museum District.
She called the vacation payout “ridiculous,” adding that the situation is a morale buster for History Museum employees.
"The payout should not be made," Wessels said. "And if it must be awarded, the new governing board must make that decision."
While noting that parts of the agreement were steps in the right direction, Commissioner Charles Valier said the agreement at times lacked “transparency” to the public.
“There is a glaring error in all of this,” Valier said. “There is no provision with respect to transparency. Now typically what a nonprofit corporation does in this situation is they adopt in their articles a provision that says they accept the state’s Sunshine Law. And this hasn’t been done. Until that’s done, we aren’t going to have full transparency.”
Campbell though said that applying the Sunshine Law could threaten the museum in terms of contributions, especially from donors who want to remain anonymous.
“I don’t think this is time to let government further encroach in these institutions,” he said.
Valier said other institutions hadn’t lost donations because of the Sunshine Law, adding that transparency would be critical to regaining public trust.
Subdistrict commissioners are set to take up the agreement at noon tomorrow at the History Museum.
Scrap over audit
The majority of the meeting revolved around an audit peering into the museum's governance, conflict-of-interest guidelines and compensation regulations.
Among other things, the document called the purchase of the Delmar property, which was bought in 2006 for $875,000 from former Mayor Freeman Bosley Jr. and his partner, "reckless and not in the public interest.” Bosley was a member of the museum board from 1999 to November 2005.
The audit called the museum’s board “too large and unwieldy to properly govern” museum operations and called for changes in its contract with the subdistrict.
Campbell spent most of the meeting harshly criticizing the documents, which he said was riddled with "typos," "factual inaccuracies" and "hearsay." For instance, Campbell noted that the audit showed Bosley Jr. left the board in November 2006 instead of November 2005.
"We need to get this right," Campbell said. "And typos are typos. And everybody's going to laugh about typos. But we need to get this right. We are the public servants in this. And the product we turn out -- each and every product -- has got to get it right."
Wessels and Valier eventually expressed frustration with Campbell for not providing feedback before the meeting.
"If you're so good with detail, give me help," Wessels said, adding that Campbell's comments were "sarcastic" and "mean."
Ultimately, the board voted to have stakeholders meet with ZMD's audit committee to hash out any objections.
