Dear Nonprofiteer, How to reconcile Board and ensemble?

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:

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.


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7 Responses to “Dear Nonprofiteer, How to reconcile Board and ensemble?”

  1. Tony Says:

    I was wondering if you would weigh in on this. There are so many missteps in that fall out, it’s hard for me to make sense.

    But I wonder . . . the board backed the AD, deflected ensemble members emailing the board by trying to go around the AD’s back about, but also fired a 22-year ensemble member via email.

    It may be a little inside baseball, but how much culpability rests with the board in this specific case, (where no one is blameless for the fallout.)

    How much of this was unruly artists and how much was a lack of leadership and governance by the Board?

    Should it have ever gotten to that point? Is change management separate from governance?

    ps. I totally concur about the “blue-hairs.” I also think it’s easy for artists to forget that the “blue-hairs” are actually the audiences that supported Beckett, Pinter, Fornes, Churchill, and all the experimental writers in the 50’s 60’s, 70’s and 80’s before they were legendary playwrights.

    And they still go to the theatre on a regular basis.

    Most older audience members I’ve ever spoken to don’t want to be bored either, but they still show up in support of the theatre.

    After 40 plus years of sitting in the stalls, they just don’t conflate “shocking” or “new” with good, unlike many artists and producers.

    • Nonprofiteer Says:

      I don’t have enough inside information to apportion blame, even if I wanted to. The Board shouldn’t be firing ensemble members–that happy task, if necessary, is left to the Artistic Director–but is that really what happened, or was there just a misreading of the Board’s appropriate response to an effort to go over the Artistic Director’s head? That is, if the Board’s reply to the artist was, “We’re backing this guy, and if you can’t find a way to work with him that’s too bad,” the Board hasn’t overstepped its bounds and “fired” anyone: it’s just told someone an unpleasant truth.

      Your question–“Is change management separate from governance?”–is a great one; the answer, I think, is, “No, but it’s different.” That is, any governing body needs to be able to predict the consequences of the changes it institutes, and prepare itself to handle those consequences, while it also continues the day-to-day process of making sure the agency has the resources it needs to fulfill its mission and is deploying those resources appropriately (a nickel definition of “governance”). Change management, in other words, is governance that requires you double-check the bylaws and be certain who has the power!

  2. Ian Says:

    This is a topic near to my recent experience. I am a Development guy at an ensemble-driven theater in Chicago.

    Your counsel that the ensemble should always have a representative voice on the board is excellent – our organization has always adhered to this policy and it serves the interests of the company well, I think. What we have not had – and what was (I’m embarrassed to say, as it’s so abundantly sensible, I see now) revelatory to me was your suggestion that the ensemble rep should have the same financial obligations as the rest of the board, or, if they do not, at the very least these expectations must be shared and explicitly articulated.

    For our organization they are not and never have been – the assumption is that the ensemble rep has no fundraising or giving responsibility. I feel suddenly quite certain that if they did, then fundraising would come quite rapidly to occupy a more central place in the ensemble’s conception of how the company must operate and would serve to reduce sharply any lingering tendencies to view the board and staff and being in any way separate from or subordinate to the ensemble. A smashing idea that I feel ridiculous for not having arrived at myself.

    Thanks to you.

    • Nonprofiteer Says:

      If everyone accepted advice in your gracious spirit, we’d have a lot more high-functioning organizations! Happy to have been of help.

  3. Ed Says:

    Hi Nonprofiteer,
    Thanks for speaking to this. Your advice makes sense, though there is one problem it doesn’t address: with many small non-profit theatre companies with an ensemble, ensemble and staff *are* synonymous. For example, I’m an ensemble member with my company, as well as our PR/marketing director. Our Development director, Executive director, and Education/Outreach director are likewise artists in the ensemble of the company in addition to their staff positions. I actually think this is a good thing- the artist/business divide is an artificial one, and who has more investment in making sure the day to day operations of the company run smoothly than we do? But it does mean we don’t have non-staff ensemble members to put on the board, doesn’t it? Which brings me to a new business model for larger arts organizations that’s been proposed by Mike Daisey (of “How Theater Failed America” fame, in which staff positions should be occupied by the company’s artists in a staff/artist hybrid that bridges that artificial divide. I think it’s one great way to stop or at least reduce the manner in which non-profit arts organizations serve their community at the expense of the artists they employ (i.e., by treating them as underpaid migrant workers). But it does make it more difficult to solve the board/staff/artist conflict with the methods you describe above.

    • Nonprofiteer Says:

      You’re right, and I’m especially taken with your observation that the divide between “staff” and “artist” leads to an unhealthy tendency to treat artists as guns for hire instead of full partners. I don’t think, though, that the situation you describe (all staff are ensemble members) means that you can’t have the ensemble represented on the Board–it just means that ensemble representatives need to make a good-faith effort to serve in their representative rather than individual capacities on the Board. The reason it’s generally considered poor practice to put staff members on the Board is, as I’ve said, because we fear that individual concerns (“Will I get a raise?”) will outweigh group concerns (“Will we program a daring season?”). Members of the ensemble are, if anything, more likely to be thinking of the group than any other kind of staff member, and a simple reminder that they’re expected to do so (“You serve on the Board in a representative capacity, speaking for the whole ensemble”) should be sufficient to assure that artist/staffers approach company issues in the appropriate frame of mind.

  4. Dear Nonprofiteer, Does a staff member get a seat on the Board? « Says:

    […] The Nonprofiteer doesn’t have any books or pamphlets or anything (though she’s thinking maybe she ought to try writing one), but please feel free to refer staff and Board members alike to earlier postings here, as the issue has come up more than once. See, for instance, “How do we keep it all in the family?” and  also the first paragraph of the Nonprofiteer’s reply to “How to reconcile Board and ensemble.” […]

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