About CAA

Proposed Amendments to the CAA By-Laws

Summary of Proposed Changes

The CAA Board of Directors recommends that the membership vote to amend the By-laws to establish the category of Appointed Director to the board and grant the Treasurer, an existing officer, full status as a board member, with both voice and vote.

The Appointed Directors, who would be nominated by an Appointed Directors Nominating Committee for election by the board, would expand the expertise available to the board
The maximum number of Appointed Directors serving on the board at any one time would be three, in addition to the maximum of twenty-five Elected Directors allowed by the current By-laws
The Appointed Directors could not serve as Elected Officers, to avoid any actual or perceived undue influence by Appointed Directors over the association’s decisions
The Treasurer, who traditionally has overseen the CAA’s financial health and its endowment and regularly gives counsel on financial and organizational management issues, would become a voting member of the board. His or her initial term would be for four years, which may be renewed by the board for successive four-year terms

Rationale for Changes in Governance

In the almost one hundred years that CAA has been in existence, its Board of Directors, elected from the membership, has included some of the most prominent and active artists, art historians, and museum and other visual-arts professionals. The board ideally functions as a kind of brain trust for the visual arts in guiding our internationally respected organization, and has assumed a character that is well known and admired internationally.

CAA leadership would like to broaden and enhance services to members, and it realizes the need to turn to expert advice outside the field to accomplish this goal. Short-term consultants do not have the opportunity to fully understand the culture of the organization that board service provides. CAA has long relied upon the generous, long-term expertise of our Counsel and Treasurer. Their dedicated assistance, which ensures that CAA’s fundamental character and matters of content are determined by board members who are experts in the visual arts, has been invaluable.

In 2007 a Governance Task Force—cochaired by Barbara Nesin (Department Chair of Art Foundations, the Art Institute of Atlanta and CAA President-Elect) and Virginia Mecklenberg (Senior Curator, Smithsonian American Art Museum and past Vice President for External Affairs) and joined by Catherine Asher (Professor, Department of Art History, University of Minnesota and past Vice President for Publications) and Kevin Consey (former Director, Berkeley Art Museum and Pacific Film Archive and past Secretary)—was convened by Nicola Courtright (Associate Dean of the Faculty, Amherst College and, at the time, CAA President).

The task force presented preliminary recommendations at a meeting of the board on October 28, 2007, proposing that a new category of board member, “Appointed Director,” be created. After discussion with the board and CAA members, a consensus emerged that this new category be established for board service. In October 2009, the board voted to recommend to the membership that the association’s By-laws be amended to provide for Appointed Directors. These amendments will be the subject of a vote by the membership at the Annual Conference’s Annual Members’ Business Meeting in Chicago on February 12, 2010, at 5:15 PM.

Frequently Asked Questions

Why do we need this By-law amendment?

Challenges to membership societies have increased a great deal in the last decade. Even before the recent financial downturn, membership societies became more complex and expensive to operate. Fundraising, strategies to make the organization structure more efficient, and advice on offering member services in new ways, such as through digital technologies, are just some of the areas that are increasingly important to address and could aid our organization in its mission. CAA will benefit enormously from a variety of views and skills that will contribute to the organization’s growth and stability.

What kind of experts will be candidates for Appointed Directors?

In addition to the areas of law and finance that currently are represented on the board, CAA should seek expertise in marketing, technology, and philanthropy, among other areas. Other nonprofit organizations have benefited from adding leaders from other fields to their boards.

Why don’t Appointed Directors stand for election, like other board members?

Unlike other candidates, an Appointed Director will not necessarily be well known to the membership, although an Appointed Director would have high standing in his or her field and will be a seasoned professional who serves on other boards, such as those of museums, foundations, or other arts organizations.

Why must Appointed Directors vote on matters that come before the board? Can’t they just come to meetings and give advice?

It is a sign of respect for the time and thought Appointed Directors will give to CAA—one would hope as much as the Elected Directors do—that they would receive both voice and vote. It is unlikely that individuals who are respected experts in their fields would join our board merely as advisers. It’s also a measure of our faith in their commitment to CAA. For these reasons, the proposed amendments to the By-laws also will give the Treasurer, who is currently a nonvoting board member, a vote.

Why are Appointed Directors and the Treasurer eligible for more than one term?

The option of reappointing Appointed Directors to serve beyond their initial terms of service will assist in supporting CAA’s long-term goals, provide continuity, and retain institutional memory. (In contrast, an Elected Director may extend his or her service on the board beyond a four-year term only if he or she is elected an Officer for a one-year term.)

Why is the Counsel’s position different from other board members?

As is customary on other boards, the Counsel serves at the discretion of the association for as long as it desires his or her legal skills. When legal counsel serves on boards, he or she often does not have a vote to ensure that the board is provided with impartial advice.

Once the By-laws are amended, how can a CAA member propose a candidate for Appointed Director?

Members may submit proposals at any time for Appointed Directors in writing to the Vice President for Committees, who also will be Chair of the Appointed Director Nominating Committee.

Published on December 4, 2009.