Several friends and I have started a new musical arts ensemble and are seeking to incorporate as a non-profit. There are 8 artists in the ensemble, so we are a very small organization. Since starting the ensemble was my idea, I have been serving as “Artistic Director,” choosing music, organizing rehearsals and performances, etc., as well as being an Artist in the ensemble.
We are currently working on our Bylaws and so have been thinking about how to structure our Board. We have decided to have all the usual positions (President, VP, Secy, Treas) plus an Artist Representative, and a variable number of at-large Board members (no more than 5). We have a provision in our (in-process-of-being-written) Bylaws where the Board can only select or remove the Artistic Director with a 2/3 consensus of the Artists.
At this point, all of our Artists will serve on the Board in some capacity (either as Officers or as at-large members), though we want to allow for a future time when the Artists get to be just Artists and let other people run the business side of things. The other Artists want me to have a say-so in the running of the organization since the group was formed by my “vision”.
So my question is this: Is it legal, ethical, practical, etc., for me to serve as both President AND Artistic Director (and an Artist in the ensemble)? Or should one of the other Artists serve as President and I (as Art Dir) be only ex-officio with no vote?
I should also mention that my husband is also an Artist in the Ensemble, and so would also sit on the Board (for now).
Thank you very much for any advice you can give. Signed,
Wearing Many Hats
Last issue first: it is never a good idea to have a married couple on the Board of a nonprofit, nor is it a good idea for one-half of the couple to serve on the Board while the other is employed by the agency. (I gather you’re not getting paid as Artistic Director, but if you can be selected or fired by the Board, you’re an employee.) A husband and wife on the Board stacks the voting since more often than not they will vote together, and the more important the issue the more likely they will march in lockstep. Majority or not, they constitute a bloc, and blocs or factions create trouble on any Board.
And if your husband’s on the Board and you’re the Artistic Director, you’ve stacked the deck in your own favor on every issue while at the same time guaranteeing the maximum damage to the Board (your husband’s resignation) in case of any disagreement. Don’t start out your nonprofit life with a built-in conflict of interest.
Further, as you seem to realize, no staff member (including the Artistic Director) should serve on the Board at all (whether President or not) except in an ex officio, non-voting capacity.
But let me suggest that you pause here to consider why you want to create a nonprofit structure at all. Don’t become a nonprofit because “all arts groups are nonprofit;” the Nonprofiteer did that for a client once and it was a disaster. As soon as there’s any money involved, you’ll find yourself fighting with the Board over whether those dollars should go directly to you, as Artistic Director; to the artists, in some proportionate way; or back into the institution. So imagine yourself confronting that question now, and build the structure that will get you the answer that you want.
It’s fine to fill your Board with ensemble members and thus guarantee complete artistic and financial control of the agency by its artists. But if you do, an “ensemble representative” would be redundant and should be omitted from your bylaws.
You might further consider that if you’re entirely ensemble-governed, you’re missing the opportunity to use the Board for its central purpose, which is to connect the group to the wider community (and, yes, raise money from that wider community to support the work you do). You do your art for people; perhaps some of them should be represented on the Board—not just to do “the business stuff” but to help you maintain perspective about the relationship of your work to its audience.
In other words, as the Nonprofiteer has said in other contexts: nonprofit and 501c3 status are not mere legal trivialities to permit you to collect donations tax-free. They’re statements about the kind of organization you are, namely, one answerable to the community through its Board. You’re trading a certain amount of freedom for a certain amount of stability. If you’re not ready to do that, skip nonprofit status and live hand-to-mouth til you’re ready to be a full-blown community institution–or until you figure out how to support your art entirely at the box office.
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