Dear Nonprofiteer,
I’m curious about your take on a recent situation with a non-profit arts organization here in Chicago–American Theater Company. [Nonprofiteer's note: most of this group's ensemble members seceded to form a new company after 18 months' worth of conflict with a new Artistic Director and the Board which picked and backed him.]
I’m not personally involved, but I also belong to an arts organization with a similar structure and in which similar tensions have occasionally (though fortunately to a much lesser degree!) developed between ensemble members and our artistic director. In our case the board intervened to mediate and we wound up altering some of our procedures in a compromise of sorts. The link to an article on the ATC situation is below:
http://www.chicagoreader.com/features/stories/thebusiness/090409/
Not a pretty situation. One of the solutions people have suggested is the ensemble members of the company should have retained a presence on the board, or made sure that the bylaws of the organization ensured them more oversight and involvement. But you seem to suggest that staff (which often, though admittedly not always, includes ensemble members) should *not* be on the board, or if they are they ought not to have any real governing power.
How does an ensemble of a non-profit theatre company prevent a company from essentially being hijacked out from under them in those circumstances, though? Does one just hope for the best and pray that ensemble-board-staff relations never get that toxic? Is the ensemble formation of many theatre companies (especially in Chicago) inherently incompatible with the non-profit structure? I’d love to hear your take on this.
Signed, Concerned With Arts Governance
Dear Concerned:
The distinction between staff and ensemble is essential here. Staff member concerns are individual and personal and therefore should not be represented on the Board except through the filter of an Executive Director, whose perspective is broader. But an arts ensemble’s concerns are collective and have to do with the mission of the group, and therefore should be represented on the Board of Directors.
(But let’s be clear: if a staff member does, for whatever reason, become a Board member, s/he should have exactly as much power as any other Board member, which is to say, a single vote. S/he should also have the same duties as any other Board member, as described below. Equality of Board membership is essential to proper Board operation, which is why it’s included as one of the ten items on the Nonprofiteer’s Board Member’s Bill of Rights.)
It’s too much to say that the ensemble structure is fundamentally incompatible with nonprofit governance, but it does pose special challenges. Unless the ensemble is prepared to constitute itself as the Board–and, thus, take on all those aggravating fundraising and finance and governance tasks, presumably in its spare time from making art–it needs to cede some of its control to a group of people who are dedicated to the mission but not themselves enacting that mission. How much control?
Well, unless the bylaws specifically say otherwise, TOTAL control of a nonprofit rests with its Board of Directors–not with its founder(s) or the artists who make the work. So a wise and wary ensemble will reserve powers to itself in the bylaws, for instance, “No Artistic Director may be hired by the Board without concurrence of two-thirds of the Ensemble,” or “No Ensemble member may be fired by the Artistic Director without concurrence of a majority of the Ensemble.”
And, since it’s unwieldy to have the Board check in with the ensemble on lesser issues (but those lesser issues always have the potential to become greater issues), the ensemble should insist on formal representation on the Board: at least a single member and probably two. The ensemble representative(s) should serve rotating terms on the Board, just like regular Board members; but they should be elected to their terms by the ensemble rather than by the rest of the Board.
Whether during his/her term the ensemble representative should make the financial contribution expected of all other Board members should be decided explicitly–the Nonprofiteer thinks it should, on the theory that it’s a lot harder for ensemble members to sneer at the Board once they’ve experienced the Board’s job for themselves, and that includes the part of a Board member’s job which involves stretching him/herself financially to provide the company with the resources it needs. But she understands the arguments on the other side, so either decision is acceptable–provided that a decision gets made and clearly articulated: “Our ensemble representatives don’t make the regular Board financial contribution but in every other way are full and equal Board members” OR “Our ensemble representatives make the regular Board financial contribution, though of course they’re welcome to raise that money from the rest of the ensemble or any other source accessible to them if simply writing the check poses a hardship.”
It’s always easy to describe after the fact what should have happened at a nonprofit that’s gone south, and the American Theater Company situation is no exception: public comments have recommended everything from additional communication between Board and Artistic Director (on the one hand) and ensemble (on the other) to drawing and quartering any or all of the parties. Here’s the Nonprofiteer’s quick take: in the absence of a reservation of powers to the ensemble, the Board did exactly the right thing in backing the Artistic Director it had hired, and in making clear to ensemble members that they could either work with him or find another artistic home. You back your guy or you fire him; you don’t negotiate over his future with company supporters, no matter how well-meaning or connected.
This isn’t to diminish the value of what ensemble members contributed to the company–but if a single big donor had demanded the Artistic Director’s head, we’d all understand if the Board said, “Thanks for your contributions, but they don’t buy you the right to dictate the company’s direction;” in fact, we’d do more than understand it–we’d expect it. The ensemble members are great contributors but unless they also govern themselves–which means raise all the money–they’re but one voice in the direction of the company; and unless that voice is formally represented on the Board, it’s actually just somebody shouting from the peanut gallery.
And by the way, we could do with a little less ageism and sexism in the commentary about “blue-haired little old ladies on the Board.” Those being described, whatever their age, gender or color, are people willing to work like dogs so other people can have the glory–or whatever glory might attach to working in small nonprofit theaters. If theater artists don’t like what Board members do, they’re welcome to step in and take responsibility themselves. Failing that, though, they should mind their manners.
