At the Annual Meeting, members will have an opportunity to hear presentations on acquisition finalists and then vote on a work for the SCA to purchase for the Art Institute of Chicago’s permanent collection.
The Acquisition Committee of the Society for Contemporary Art at the Art Institute of Chicago is pleased to announce the five acquisition finalists for 2018: a video installation by Gretchen Bender (American, 1951-2004), thirty works on paper by Gordon Bennett (Australian, 1955-2014), six works on paper by Geta Brătescu (Romanian, born 1926), an installation by Tom Burr (American, born 1963), and a painting by Adam Pendleton (American, born 1984).
An exhibition of the acquisition finalists will be on view in the Stanley McCormick Memorial Court North Garden and in the Modern Wing at the Art Institute of Chicago May 5 – August 15, 2018.
On May 9, Society for Contemporary Art members will be invited to hear presentations and will select one artwork to purchase this year. Please be aware that you must be a member in good standing to attend and vote. Couples may share a single membership vote. Absentee ballots will only be available May 7-9. Please email firstname.lastname@example.org for more information on absentee ballots. In preparation for meeting, please review the following:
Board of Directors Slate for 2018-19
Stephanie Skestos Gabriele
1st Vice President
2nd Vice President and Programming Co-Chair
Nominating and By-laws
Macol Stewart Cerda
Summary of ByLaw Changes
Article I: Name and Purpose. This Article was changed primarily to add legal language that the IRS currently expects from 501(c)(3) organizations. A sentence clarifying that the Board has broad discretion to act in furtherance of the Society’s purposes was also added.
Article II: Offices. This Article was amended to address issues the Society has had with updating its registered agent and deciding who that person should be.
Article III: Members. Section 2: Voting Rights. This Section was amended to clarify the items on which members may vote. Members’ ability to vote to amend bylaws was included here in addition to in the amendment section for clarity. Further, the language was modified to create consistency between the role of the board and the members in purchasing and donating artwork. Finally, the language was modified to emphasize requiring people to view proposed art in person before being permitted to submit an absentee ballot.
Article IV: Member Meetings. This Article was mostly amended to address some technical issues raised about who schedules meetings (President) and what is included in the notices of meetings. Language in section 6 about the members being able to vote without a quorum was deleted because state law does not allow it.
Article V: Board of Directors. Section 1: General Powers. This section was amended to be consistent with the member voting section and to clarify that the Board has the power to spend Society funds in furtherance of the Society’s purpose on items other than art itself, such as for programming.
Section 2: Number, Tenure, and Qualifications. This Section was amended to permit the Board to increase the number of Board members (within the overall limit) during the year in the event that additional qualified members are interested in joining the Board.
Section 6: Quorum. The quorum language was modified to increase the required quorum as the number of Board members increases.
Article V: Board of Directors., Section 8: Vacancies. This Section was modified to clarify that a vacancy may occur if the Board increases the number of Board members (within the overall limit) mid-year.
Article VI: Officers. Section 3: Removal of Officers. This Section was amended to allow Officers to resign.
Article VI: Officers. Section 6: Vice President. This Section was amended to make a Second Vice President optional.
Article VI: Officers. Section 7: Treasurer. This Section was amended to update the Treasurer’s responsibilities to reflect the actual practice of the Society. In particular, it requires regular review of financial reports, providing regular reports to the Board, and delegating day-to-day financial duties to staff with oversight.
Article VII: Interested Directors and Officers. Section 1. This Section was mostly modified for clarity to emphasize the rule against self-dealing by Board members.
Article XI: Fiscal year. The Section was amended to change the fiscal year to the end of July each year to allow adequate time to process annual acquisitions.
Article VIII: Indemnification of Directors and Officers. This Section was amended to require the Board to indemnify members and officers if they were acting in good faith.
Article IX: Contracts, Checks, Deposits and Funds. Section 2: Checks, Drafts. This Section was amended to limit the Officers with the ability to sign checks while giving the Board flexibility to add signers when necessary.
ARTICLE I: Name and Purpose. The name of the organization shall be Society for Contemporary Art (the “Society”). The Society is incorporated as an Illinois not-for-profit corporation, and it shall operate exclusively for charitable and educational purposes as defined and interpreted under Section 501(c)(3) of the Internal Revenue Service (or any future corresponding Code). Specifically, the purpose of the Society shall be to stimulate the production and appreciation of contemporary art by: (1) acquiring contemporary art for presentation to The Art Institute of Chicago (“The Art Institute”); (2) arranging exhibitions of contemporary art; (3) fostering the discussion of and popular interest in contemporary art; (4) conducting educational programs relating to contemporary art; and (5) using the Society’s funds to support contemporary art at The Art Institute. The Board of Directors (the “Board”) of the Society shall have broad discretion to determine the use of Society funds to support contemporary art at The Art Institute, subject to the provisions of these Bylaws.
No substantial part of the activities of the Society will be propaganda or otherwise attempting to influence legislation, and the Society will not participate or intervene in (including publishing or distributing statements relating to) any political campaign on behalf of a candidate for public office. Notwithstanding any other provisions of these Bylaws, the Society shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code (or any future corresponding Code).
Upon dissolution, all of the Society’s assets shall be distributed for one or more exempt purposes with the meaning of Section 501(c)(3) of the Internal Revenue Code (or any future corresponding Code) or shall be distributed to the Federal Government, or to any state or local government for public purpose. Any such assets not so disposed of shall be disposed of by the Circuit Court of Cook County, exclusively for such charitable and educational purposes or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE II: Offices. The Society shall have and continuously maintain an office in Chicago, Illinois, and may have other offices within or without the State as the Board may determine from time to time. The Society shall appoint, and reappoint as necessary, a registered agent with the Illinois Secretary of State, who may or may not have the same address as the principal office of the Society.
ARTICLE III: Members.
Section 1: Qualifications. The Board shall have the authority to determine the qualifications for membership in the Society, including the amount of annual member dues, if any. All members of the Society must be members in good standing of The Art Institute.
Section 2: Voting Rights. Members shall be permitted to vote on the following items: (1) annual election of the Board’s directors and officers; (2) any purchase and contribution of art to The Art Institute; and, (3) any amendment(s) to these Bylaws. Members may vote in person at meetings, or by email, mail or absentee ballot as provided below; proxy votes are not permitted.
Votes to purchase and contribute art may be made in person or by absentee ballot only. A member may not vote in favor of the purchase and contribution of art without first viewing the art in person. After viewing the art in person, a member may receive an absentee ballot that must be returned in person or received by mail or email before the annual meeting to be counted. The Board shall ensure adequate notice is provided to members of the art to be voted on to enable members reasonable time to cast an absentee ballot.
All other member votes may be made in person or by email, mail or absentee ballot. The Board may adopt by resolution additional guidelines concerning the process for votes by members.
Where a couple has made a single annual contribution to the Society, they shall collectively be deemed a single member entitled to a single vote, with each member of the couple receiving half of a vote and together being counted as a single member for quorum purposes. When only one individual from a couple with a single membership is present at a meeting of the Society, that individual shall receive a single full vote and be counted as a full member for purposes of a quorum.
ARTICLE IV: Member Meetings.
Section 1: Annual Meeting. An annual meeting of the members shall be held in the Spring of each year on a date set by the President. At the annual meeting, members will be permitted to vote to elect directors and officers of the Board and to purchase and contribute art to The Art Institute.
Section 2: Special Meeting. A special meeting may be called by the President of the Board, a majority vote of the Board, or a majority of the members of the Society.
Section 3: Place of Meeting. The Board shall set the place of the annual meeting or special meeting called by the Board within Cook County, Illinois. If no designation is made, the meeting shall be at the principal office of the Society in Chicago, Illinois.
Section 4: Notice of Meeting. Notice of the date, time and place of the annual meeting shall be delivered to each member not less than fifteen (15) or more than forty (40) days before the meeting. Notice of the annual meeting shall contain the names of individuals seeking election as officers and directors of the Board and information concerning the art to be voted on for purchase and contribution, including information on how to view the art and cast an absentee ballot. Notice of a special meeting shall contain notice of the purpose of the meeting. Notice may be delivered to members via email or U.S. Mail as per their stated preference to the Society. Notice is considered delivered when sent via email or when placed in the U.S. mail with prepaid postage to the member’s address on file with the Society.
Section 5: Informal Action by Members. Any action members may take by vote, with the exception of voting on the purchase and contribution of art, may be taken by the members pursuant to a vote by mail or email if submitted to them by the Board.
Section 6: Quorum. Twenty-five percent of the members of the Society shall constitute a quorum at any member meeting. Votes by mail, email or absentee ballot received prior to or at the meeting shall be counted as present for purposes of the quorum. If a quorum is not present, a majority of the members present at the meeting may adjourn the meeting.
ARTICLE V: Board of Directors.
Section 1: General Powers. The affairs of the Society shall be managed by its Board. The Board may spend the Society’s funds, including payments to The Art Institute for programming, in furtherance of the purposes of the Society; provided however, expenditures to purchase and contribute art to The Art Institute must be approved by a majority of members who vote, whether in person at the annual meeting or by submitting an absentee ballot. The Board may accept on behalf of the Society any contribution, gift, bequest or devise for the benefit of the Society.
Section 2: Number, Tenure, and Qualifications. The number of directors shall not be less than seventeen (17) or more than twenty-one (21), which number may be adjusted by the Board within those limits from time to time. Each director shall hold office for a term of one year commencing July 1 following the annual meeting at which the director was elected. At the annual meeting, the members will be permitted to vote on election or re-election of all of the members of the Board. Directors need not be residents of Illinois.
Section 3: Regular Meetings. The President shall call regular meetings of the Board and ensure that adequate notice (at least two weeks) of regular meetings is provided to all Board members. The Board shall meet at least quarterly each fiscal year.
Section 4: Special Meetings. A special meeting may be called by the President or an officer of the Board, or by a majority of directors. The person or persons calling the special meeting may fix the time, date and location for the meeting, provided that the location be in Cook County, Illinois.
Section 5: Notice of Special Meetings. Notice of a special meeting must be given at least 2 days before the meeting via email or overnight mail based on the Board member’s preference on file with the Society, and it must contain the purpose of the meeting. Attendance at a special meeting waives any objection to inadequate notice unless the purpose of attendance is solely to object to notice.
Section 6: Quorum. A quorum shall be reached when the number of Board members present at the meeting equals half of the current Board members plus one person. In the event that there is an odd number of Board members, the number of Board members necessary for a quorum shall be rounded up to the next full person (e.g., if there are 19 Board members, a quorum is reached with 11 people – 9½ rounded up to 10, plus 1). If a quorum is not present at a meeting, a majority of directors present may adjourn the meeting.
Section 7: Manner of Action. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board, except as otherwise provided by law.
Section 8: Vacancies. A vacancy occurs when the number of Board members is less than the maximum number of Board members. Any vacancy may be filled by the Board, and a director elected to fill a vacancy shall serve until the next Board takes office the following July 1.
Section 9: Informal Action by Directors. Any action that shall or may be taken by the Board may be taken without a formal meeting if the action is signed or approved in writing (including email) by a majority of the Board.
Section 10: Removal of Directors. A director may be removed from office by a vote of two-thirds of the directors of the Board. A director may resign by providing written notice to the President.
ARTICLE VI: Officers.
Section 1: Officers. The officers of the Society shall be the President, Vice President, Secretary and Treasurer. The Board may authorize such other officers as it deems appropriate and necessary by resolution from time to time.
Section 2: Election and Term of Office. Officers shall be elected annually at the annual meeting by the members. Each officer shall hold office for one year commencing July 1 after the annual meeting at which the officer was elected. Officers shall not hold the same office for more than 4 consecutive years. After a lapse of one year, any person previously elected as an officer for four consecutive years may again be elected to the position they held.
Section 3: Removal of Officers. An officer may be removed from office by a vote of two-thirds of the directors of the Board. An officer may resign by providing written notice to the President, or to the Vice President if the President is resigning.
Section 4: Vacancies. In the event of a vacancy in any officer position, the Board shall elect a replacement officer to fill the vacancy from among the directors of the Board who shall serve until the next slate of Officers take office the following July 1.
Section 5: President. The President shall be the principal executive officer of the Society and shall in general supervise and control all of the business and affairs of the Society. The President shall preside at all meetings of the members and the Board. The President may sign any contracts or other instruments which the Board authorizes to be executed, unless otherwise directed by the Board or authorized by applicable law. The President in general shall perform all duties incident to the office of President and such other duties authorized or delegated by the Board.
The President shall also establish such committees as he or she deems appropriate and shall designate the chairperson and those members of the Society to serve on the committees and shall set forth the powers and duties of the committees.
Section 6: Vice President. In the absence of the President, or in the event of the President’s inability or refusal to act, the Vice President shall perform the duties of the President with the powers of and restrictions on the President set forth in these Bylaws. The Vice President shall also perform all duties authorized or delegated by the President or the Board. At the Board’s discretion, the Board may authorize the election of a second Vice President. In the event that the Board authorizes election of a second Vice President, at the time of the election, the Vice Presidents shall be designated first or second Vice President and shall undertake the responsibilities of this section in that order.
Section 7: Treasurer. The Treasurer shall be responsible for all funds and securities of the Society and for oversight of the finances of the Society. The Treasurer shall regularly review the financial reports and bank accounts of the Society and shall report quarterly to the Board on the financial status of the Society, including a report on the Statement of Financial Position and the Statement of Financial Transactions. From time to time the Board may appoint an Assistant Treasurer from amongst the elected Officers or Members of the Board for purposes established by the Board. The Treasurer and Assistant Treasurer (if so authorized) shall perform all duties incident to the office of Treasurer and such other duties as may from time to time be authorized or delegated by the President or the Board. The Treasurer may delegate certain duties of the Treasurer to the Society’s staff, provided that the Treasurer shall retain oversight of those duties. The Treasurer shall communicate with the Society’s auditor in connection with each annual or other audit to determine whether there are financial issues that should be addressed by the Treasurer, the Board, and/or the membership.
Section 8: Secretary. The Secretary shall ensure that proper minutes are recorded of the meetings of members and the Board, and that proper notices are provided pursuant to these Bylaws. The Secretary shall be the official custodian of the Society’s records and shall ensure that a record is maintained by the Society of members, directors, and officers, their contact information, and their contact preferences for purpose of official notices. The Secretary shall in general perform all duties incident to the office of Secretary and such other duties as may from time to time be authorized or delegated by the President or the Board.
ARTICLE VII: Interested Directors and Officers.
Section 1: The Society may enter into a contract with a Director or Officer, or an entity in which a Director or Officer has a financial interest, only if one of the following conditions are satisfied:
(a) The material facts as to any relationship or interest and as to the contract or transaction are disclosed or are known to the Board, and the Board in good faith authorizes the contract or transaction by the vote of a majority of the disinterested Directors; or
(b) The material facts as to any relationship or interest and as to the contract or transaction are disclosed or are known to the members entitled to vote thereon, and the contract or transaction is specifically approved by vote of the members; or
(c) The contract or transaction is fair to the Society as of the time it is authorized, approved or ratified by a majority of the disinterested Board or the members.
ARTICLE VIII: Indemnification of Directors and Officers. The Board may defend and indemnify any officer or director of the Society to the fullest extent permitted by law. The Board shall defend and indemnify any officer or director who was exercising business judgment in good faith.
ARTICLE IX: Contracts, Checks, Deposits & Funds.
Section 1: Contracts. The Board may authorize any officer or officers, agent or agents of the Society, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society, and such authority may be general or confined to specific instances.
Section 2: Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Society, shall be signed by the Treasurer, President, the Assistant Treasurer, or other Officer as designated by the Board.
Section 3: Deposits. All funds of the Society shall be deposited from time to time to the credit of the Society in such banks, trust companies or other depositories as the Board may select.
ARTICLE X: Books and Records. The Society shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of meetings of its members and Board, and shall keep at the principal office a record of the name, addresses and email addresses of the members entitled to vote. All books and records of the Society may be inspected by any director or his agent or attorney for any proper purpose at any reasonable time; provided however, any expenses associated with the review of books and records will be paid by the director reviewing them.
ARTICLE XI: Fiscal Year. The fiscal year of the Society shall end on the last day of July in each year.
ARTICLE XII: Waiver of Notice. Whenever any notice is required to be given under the Illinois Not-For-Profit Corporation Act or these Bylaws, a waiver in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XIII: Amendments to By-Laws. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the members present at any regular meeting or at any special meeting, provided that at least fifteen days written notice is given of the intention to alter, amend or repeal or to adopt new Bylaws at such meeting.
Sponsored by Sotheby’s
Total Recall, 1987
Eight-channel color video installation with sound
Installation view at Tate Liverpool, Liverpool, England, 2014
Courtesy of the Gretchen Bender Estate, OSMOS, and Metro Pictures, New York. Photo: Jason Mandella.
At the heart of Gretchen Bender’s radical production in sculpture, mixed media, and video art is a profound interest in images and their circulation in mass media. Bender’s methods of appropriation and interrogation of media culture associate her with other artists who question issues of representation and the impact of mass culture on the individual, including, among others, Dara Birnbaum, Judith Barry, Sherrie Levine, Cindy Sherman, Barbara Kruger, and Richard Prince. Bender traversed boundaries of television, gallery, theater, and nightclub to establish a space that simultaneously entertains and critiques the monolithic role of constructed imagery.
Named after the Paul Verhoeven film, Total Recall is a monumental installation. The 18-minute “electronic theater,” as the artist described it, sets disparate visual material including CGI animation, network news interstitials, corporate logos, and Hollywood film clips to a pulsating soundtrack by composer Stuart Argabright. Like much of Bender’s work, Total Recall evokes the political climate of the time, including Reagan-era military initiatives, cold war politics, and the civil war in El Salvador as represented by Hollywood. Bender’s approach—appropriating and recontextualizing the images as a visual assault—deters the audience from passive viewing and instead exposes commercial television for its manipulative operation and rapid consumption of contemporary culture.
Notepad Drawings, 1995
Thirty drawings: Watercolor, gouache, ink, and ballpoint on paper
8 x 5 inches each
(One of thirty pieces)
Courtesy of the Estate of Gordon Bennett and Milani Gallery, Brisbane
Gordon Bennett’s paintings, drawings, installations, and performance videos confront Australia’s colonial past and its legacy, manifested in racial prejudice and violence against Indigenous people and communities. Many of his works refer to his Aboriginal and Anglo-Celtic descent, yet he resisted reductive categorizations of identity based on ethnicity and race. As he explained in his “Manifest Toe” from 1996, “Identity [should] not be the source of selfassertion and exclusion, but a target of questioning through which people might start to depart from the historical limits of their identification.” Using methods of appropriation and irony, he juxtaposed and merged Western art histories such as Abstract Expressionism and Pop Art with indigenous iconographies like the dot painting of the Papaya Tula art cooperative of the Australian Western Desert.
Bennett’s drawings and writing form the foundation of his practice. His Notepad Drawings are a key example. He includes myriad popular culture and art-historical references against the black, red, and yellow of the Australia Aboriginal flag as he critiques reactionary and racist mindsets through archetypes like Mr. Average White Guy and Mrs./Ms. Average Australian. Disengaging language from its syntax, Bennett arranges highly charged racial slurs as alphabetized lists. Although the language in these drawings is imbued with irony, humor, and self-reflexivity, the images eloquently recount the unacknowledged and unresolved history of Australia.
Romanian, born 1926
Axia The Studio, 1970
21 ¼ x 13 inches
(One of six from The Studio series)
Courtesy of the artist and Ivan Gallery, Bucharest
Geta Bratescu studied at the Academy of Fine Arts in her hometown of Bucharest, Romania, in the late 1940s, only to be expelled at the instigation of the newly instantiated Communist Party. She returned to study at what is now the Bucharest National University of the Arts in 1969 and gained access to her first studio. The primacy of the studio as a site of production in Bratescu’s oeuvre is clearly demonstrated in several early works, including The Studio series presented here. For Bratescu, the studio was a free space in which she could redefine herself, explore the relationship between image and action, and negotiate the boundary separating the artist’s private environment and the government-controlled public sphere in Communist Romania.
Occupying the studio physically and conceptually enabled Bratescu to experiment with how an image can transform into anthropomorphic shapes and objects, for instance, how drawing a line generates a position of the body or a certain gesture of the hand. Her approach to drawing and the geometric simplicity of the line was the foundation of her pioneering work in photography, video, and performance in the 1970s. Liberated from the canvas, the otherwise mundane or simple gesture of the line is given agency as a “corporeal movement through space” that creates the rhythms, gestures, and playful choreographies of form that pervade all aspects of Bratescu’s practice.
American, born 1963
The Railings (May, 1970), 2017
Blackened steel, etched polished steel, tempered glass
23 panels: 42 inches x 103 feet overall
Courtesy of the artist and Bortolami Gallery, New York
New York–based artist Tom Burr’s minimal sculptural installations investigate the body’s relationship to the built environment. The Railings (May, 1970) positions the well-known queer French novelist and playwright Jean Genet as a stand-in for the artist.
In 1968 Genet traveled to Chicago to cover the Democratic National Convention for Esquire magazine, and he witnessed firsthand the brutal response of police to protesters. There he also made contact with members of the beleaguered Black Panther Party. Sharing their commitment to racial and class equality, Genet returned to the United States in 1970 to advocate on their behalf. Genet, a white, gay man, and the Panthers, a radical black network of civil rights activists, proceeded to collaborate on a series of campus speeches. This culminated in a May Day event in Burr’s hometown of New Haven, Connecticut, for which Genet wrote a speech as a call to action against racism and black oppression. The entirety of the address is etched into the polished steel grip of the 104-foot-long handrail of The Railings.
Inscribed onto the fence, the “May Day Speech” links Burr, Genet, and the Panthers within a continuum of social and political address that transgresses the boundaries of race, gender, and sexuality. The sculpture, taking the form of a code-compliant railing, imposes order and regulation while simultaneously communicating a provocative message of resistance.
American, born 1984
Black Dada (D), 2017-2018
Silkscreen ink on canvas
Two panels: 48 x 76 x 1 ½ inches each; 96 x 76 x 1 ½ inches overall
Courtesy of the artist and Shane Campbell Gallery, Chicago
Adam Pendleton is a New York–based Conceptual artist whose paintings, performances, and publications displace existing texts and images in an effort to establish, in his words, “a future dynamic where new historical narratives and meanings can exist.” Black Dada, Pendleton’s ongoing series of black-on-black paintings, combines units of visual language with appropriated art-historical imagery. This technique is demonstrated in Black Dada (D), in which Pendleton takes the letter D from “Black Dada” and pairs it with a blackened silhouette of a signature Sol LeWitt white cube structure.
For Pendleton, Black Dada is a conceptual attitude that imagines new futures in which linear histories become source material rather than fixed narratives. He simultaneously registers and camouflages his distinct sources with the goal of intersecting and rerouting divergent histories—from Dada and Abstract Expressionism to Conceptual art and the Black Arts Movement. The indeterminacy of blackness both as a color and as a social construct allows for the open projection, and subsequent collision, of sequestered accounts of art and politics onto the canvas.