Something Old, New, Borrowed, and Blue State

It has been a long time coming but I now believe that there is an end to the beginning in sight.

Something Old – a Recap

The implosion of the Minnesota Orchestra, so brilliantly dubbed the “Minnegeddon,” has shattered the illusion that the governance model of the 1950s is adequate to the task of running a major orchestra in this new millenium. That an artistic institution of this size and quality could be so cavalierly flushed down the drain by a Board led along the garden path by a few blowhards and an incompetent Executive Director, despite the vociferous objections of the musicians and the community at large, puts a blinding spotlight on the concept of public trust – the responsibility to manage and nurture these great institutions that help in the creation of a better society.

I have been criticized for saying that the system is broken yet not suggesting a way to fix it. I plead guilty to this charge, as I have not been able to come up with any idea that I thought had a ghost of a chance of 1) being adopted and/or 2) working. That has changed.  At the end of this post I will let my plan out of the stable. I’m pretty sure that it will generate a lot of hither and fro-ing but I have one request – before you start telling me what an idiot I am I dare you to do better.

Meanwhile, I am obviously not the only one thinking of ways to help the Minnesota Orchestra. We have letters to the Editor in the Star Tribune.  We even have 5 year plans. And I’m pretty sure that anyone locked into social media who has been paying attention to this debacle has run across someone espousing some idea or the other. The problem is that none of these plans get to the root of the problem – governance.

The problem is not money. It is not the actions of the Board, the intransigence of the musicians, the less-than-helpful economy, or anything else that you want to fixate on. The problem is nothing BUT governance. To pretend that with a fundraising campaign and/or decimating the orchestra and/or a new administration we can wish away all the issues that have been unearthed over the past 3 years at the M.O. is pure fantasy. All that will do is postpone the inevitable and ensure that some future generation of Board/musicians/administration will find themselves staring at the same dead end that this generation has engraved on their eyes.

We could flog this particular horse for many posts to come but I hardly think it is worth the effort. I quoted Socrates in my last post and it’s worth bringing that line back –

“The secret of change is to focus all of your energy, not on fighting the old, but on building the new.”

Enough said. If any of you out there still believe that the current governance model makes sense, especially in the case of the Minnesota Orchestra, then good luck with that. I’m moving on, and I firmly believe that everyone who has the best intentions for the Minnesota Orchestra must do so as well. Other orchestras might not be ready for the change, but this one surely is.

Something New – New Ideas

Inspiration comes from various sources, and when it comes to tackling a large problem the old adage that “no man is an island” rings true.  I did not dream up my plan completely out of the blue.  Indeed, the first seed was planted by the good folks at SOSPCO – Save Our SPCO. In case you have been living under a rock, the M.O. is not the only orchestral fiasco the Twin Cities has had to offer up this year. SOSPCO has been most vocal in their desire to see change at the SPCO and they came up with the idea of crowdsourcing enough money to buy a couple seats on the SPCO Board.

It took very little persuading on their part to get me to kick in $50. However, for days afterwards I had the nagging feeling that their plan just didn’t go far enough. Two seats on the Board, what is that going to do? You could certainly be gadflys, but with 40+ members of the Board are you really going to have any influence? From the governance perspective not much has changed with the settling of the SPCO situation – power resides in the hands of the Board chair and the CEO, and not very many other places. Same as it ever was.

And then, as I was walking down the street one day, it hit me – why not revamp the governance model completely and use the SOSPCO idea as a starting point? That is what I have done….. but with a twist.

Something Borrowed – Those Darn Furrners!

Once I decided to offer a revamped governance model there are only a couple directions I could take it. The critical aspect was getting The People involved through the SPCO model, something that finally gives the audience a voting interest in their belovéd cultural institution. The next was to redraw lines of power – with rights comes responsibilities, and I firmly believe that in the current governance model those two things are severely mangled. After that was figured out there was nothing to do but shop it around to some people…..

…. Who promptly told me that it would never work. Well, I’m a stubborn SOB, and I think that the only reason it wouldn’t work is that people don’t want to change. Besides, there must be something out there like this. This is where the miracle of the google search came in.

There are two (and perhaps more) august and thriving orchestras that employ a governance model which is c. 85% similar to what I am going to propose. These orchestras have used their models for decades, through thick and thin, and they have grown to be considered amongst the best orchestras in the world. The musicians have a vested interest in working with management because they – meaning the musicians – run the organization. The people are represented on the Board level. There is considerable space for philanthropists and government support. These two orchestras are the London Symphony Orchestra and the Berlin Philharmonic.

I admit that I was a bit annoyed to find that someone had already done my work for me, but I was also elated to find working governance models so similar to mine. There are obvious differences in how those two orchestras are run, and furthermore there are differences between those models and the one I propose. For example, counting on government support in the USA is a non-starter. There are some other differences, but the main thrust of the plans are the same. Better yet, I have friends in both bands so I got to ask some questions (thanks and a shout out to Sarah and Betty).

Now I know this can work because it is working already! Then why haven’t we tried it? Laziness, entrenched interests, and the façade of a working governance model have all colluded to keep the reforms necessary from happening. Musicians and management would actually have to approach each other as equals and with respect. Musicians and the Board would have to do the same. Both of those constituencies would have to stop using the Management as a whipping boy, and everybody would have to listen to what The People have to say! Respect, Listening, Rights, and Responsibilities. The polar opposite of how most orchestras in this hemisphere “function.” But two orchestras work this way, and they work pretty well. Only one more step to take.

Something Blue State – Adapt

How to make the plan work in Minnesota? First of all, there are some great positives of living here that must be built upon.

  1. The People love their orchestra and have great pride in its 100+ year history.
  2. These Scandahovians take great pride in their cultural institutions in general, and because of the shenanigans of the past year they are pretty fired up (you betcha!).
  3. The Musicians have learned a great deal about what it takes to put on concerts, work PR and social media, and connect with the grass roots.
  4. There are more Fortune 500 companies per capita here than anywhere else.
  5. This is now 2013 – technology, social media, and the age we live in make it easier than ever to connect directly to the people.
  6. We live in Minnesota, which has a bizarre, hilarious, and fascinating history of confounding the status quo.  Hey, we’ve given you Paul Wellstone, Fritz Mondale, Jesse Ventura, and Michelle Bachmann.  Beat that!

There are plenty of other positives but that will do for now. To be sure there are plenty of negatives as well, but I prefer to follow the wisdom of Socrates and channel my energy into building the new rather than dwelling on the old.

This plan is by no means completely finished. I acknowledge that some people may perceive it as deeply flawed but it is the best I can do. My goal is to create a working governance model with better checks and balances, with rights and responsibilities, which will allow the Minnesota Orchestra to move forward to a brighter future. It is a gamble. So what. Life is a gamble.

Please note – this is a suggestion for re-organization! But if for some reason the Board of the M.O. decides to go down with the ship then this could as easily be adapted to take over what is left of the old Minnesota Orchestra.

Please note #2 – and this is really, really important:  Anyone out there who thinks that a major symphony orchestra like the M.O. can thrive without the help of the people I call Philanthropists is completely delusional. These people are essential to the long term fiscal well-being of any organization of this type, and I absolutely foresee a major role for them in any future institution. I believe that the majority of the M.O. Board were hoodwinked. I have lived in this fabulous area for 20 years now and I simply do not believe that this could have happened any other way. Call me näive if you will, but that’s my position.

Please note #3 – in order for this or any plan to have any traction the following needs to go:

  1. Mr. Corporation – I’ve said it before and I’ll say it again: no musician I have talked to will work for Michael Henson. Period.
  2. The Blowhards – I reiterate what I said in the paragraph above: I believe that the majority, or at least a good number, of the Board was led down the garden path by a misguided few. Those Blowhards have to go. Might I suggest a comfortable retirement with Bain Capital?
  3. Entitlement – OK, one will never fully get rid of artist’s sense of entitlement. We are born with it. Instead, how about channeling it into something productive, for once.
  4. Apathy – if you love your orchestra and you know it clap your hands? No. Get up offa that thing and make a difference, because right now most of the audience is just talkin’ loud and sayin’ nothing (with apologies to JB).

 

The Plan

 

A New Governance Model for the 21st Century Orchestra

 A co-operative orchestra owned by The Community, operated by Management, and directed by Musicians.

 

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THE FRIENDS OF THE MINNESOTA ORCHESTRA

– The Bylaws of this new orchestra will specify the creation of The Friends of The Minnesota Orchestra,  the purpose of which is to encourage community involvement, ownership, and responsibility for the orchestra.  

  • The Friends will be comprised of those most passionate about maintaining the highest artistic standards for the orchestra.
  • Any member of the public who fits the description outlined above may become a member of The Friends.
  • Any member of The Friends can vote for, and run for, the position of Board Representative which will represent The Friends on the Board of Directors of the orchestra.
  • Members of The Friends renew every year, and members receive premium seating options for the upcoming season (+other perks).
  • Members of the orchestra may not become members of The Friends during their tenure in the orchestra.
  • The Friends must be fully subscribed in order for their representatives to be allowed to vote on Board matters.
  • Membership in The Friends does not preclude any individual from donating more money directly to the organization.
  • No member of The Friends may serve as the Board Representative for The Friends for more than 3 consecutive 2 year terms.

In this plan the community will claim ownership of the new orchestra. The yearly contributions of The Friends, in conjunction with the endowment of the  orchestra, creates a stable level of funding, and due to the community representation on the Board level the membership of The Friends has an incentive to underwrite their orchestra and ensure long-term fiscal stability for the organization. I propose 3 levels of The Friends: $100, $1,000, and $5,000. 

THE BOARD OF DIRECTORS

  • The Board will be comprised of 9 people. Musicians elect 5 current members of the orchestra to the Board. The Friends will elect 2 current members to the Board. Philanthropists will hold two seats on the Board.  The Music/Artistic Director and the Executive Director will sit on the Board but not have voting rights
  • The Chair of the Board will be one of the Musician members of the Board.
  • Board elects the Music/Artistic Director.
  • Music/Artistic Director is elected to one 5 year term, and can be re-elected only once.
  • The three supporting committees – Artistic, Operations, and Philanthropy – report to the Board of Directors.
  • Board elects the 5 Trustees of the Philanthropy Committee.
  • Board has ultimate fiduciary oversight for the organization.
  • Board has the power to set the amount that The Friends is expected to raise for the organization via membership/subscription on a tri-annual basis.
  • Bylaws stipulate that the M.O. budget must be balanced each fiscal year.
  • Bylaws stipulate that all members of the orchestra receive the same salary. Principals receive salary +15%.
  • Work rules for employees are set by the Board and enforced by Management through the Operations Committee.
  • Budget for a next season will not be approved if three of the four non-musician Board members vote against it.
  • Programming for a next season cannot be approved if three of the four non-musician Board members vote against it.

 

3 Committees –

Artistic, Operations, and Philanthropy

Although the committees will function independently they will each report to the Board of Directors for final approval on all major matters. In addition, to foster trust and an efficient working environment each committee will have a non-voting member on the other committees.

ARTISTIC COMMITTEE

  • Artistic Committee will consist of the Music/Artistic Director, two Musician representatives, one The Friends representative, the Artistic Administrator, the Education Director, the P.R. Director, and the Marketing Director.
  • Artistic Committee oversees the artistic direction of the organization.
  • Music/Artistic Director will be empowered to set the artistic goals of the organization and deal with artistic matters in a manner consistent with the present governance model.
  • Music/Artistic Director will function as Chair of the Artistic Committee.
  • The next season must be approved by the Artistic Committee before it can be presented to the Board of Directors.

PHILANTHROPY COMMITTEE

  • Philanthropy Committee will consist of the five Trustees elected by the Board, two Musician representatives, two The Friends representatives, the Executive Director, the Development Director, and the V.P. of Finance.
  • Philanthropy Committee oversees the fiscal direction and the philanthropic efforts of the organization.
  • The Chair of the Philanthropy Committee will be one of the 5 Trustees.
  • Trustees may serve up to 3 consecutive 2 year terms.
  • Trustees may not be members of The Friends during their tenure on the Philanthropy Committee.
  • The annual budget originates in the Philanthropy Committee and must be approved by a majority of the Committee before it can be presented to the Board of Directors.
  • The annual budget cannot be approved if 4 of the 5 Trustees vote against it.

OPERATIONS COMMITTEE

  • Operations Committee will consist of 3 Musician representatives, the General Manager, the Personnel Manager, the H.R. Manager, and the Facilities Director.
  • Operations Committee oversees contractual and personnel matters, tour and concert logistics,  and the operation of facilities used by the organization.
  • The Chair of the Operations Committee will be the General Manager.

 

CHECKS, BALANCES, AND INCENTIVES 

The key to the plan is interdependency.  Each constituency – Musicians, The Friends, the  Philanthropists, and Management – is incentivized to work well with the others in order to ensure high artistic standards and long-term fiscal stability.

Each constituency has Rights and Responsibilities. Most importantly, each committee is populated by the people most directly involved with that area of the organization.

MANAGEMENT’s role essentially remains the same – prepare budget and manage orchestra – except that it is Management’s responsibility (and in Management’s best interest) to ensure full subscription levels in The Friends, and management’s relationship with the Board and the musicians becomes a full partnership.  If Management engages the community in such a way to ensure The Friends is fully subscribed then it is a sign of confidence in the direction of the organization.

ARTISTIC decisions are in the hands of those most qualified to make them. Crucially, P.R. and Marketing serve to support the artistic mission of the organization. While the Music Director is empowered to make broad decisions in this area the term limits will prevent any long-term artistic stagnation.

PHILANTHROPY is still key to the continued fiscal health of the orchestra, but the responsibility for fiduciary oversight has been divorced from the task of raising money.

THE FRIENDS is the other crucial change from the old governance model. This ensures that The People have a voice in the continued success of the orchestra.

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Well, there it is. Best I can do. If you can do better let me know, but please don’t write a 3 thousand word comment and expect me to approve it. Get your own blog, it’s not that hard.

Let the hate mail begin.

 

37 thoughts on “Something Old, New, Borrowed, and Blue State”

  1. I love your plan, Bill. I know that there might need to be tweaking to make it a go, but you have said clearly what I have said all along—while people are fixated on the financial side of the dispute (as the MOA has presented it), the problem isn’t the money, it’s the vision and power of the main players on the Board plus the CEO and President. So if the musicians accept ONLY a financial agreement, they will be back where they started in a very short while—which would be tragic indeed.

    Thank you, thank you, thank you for speaking the truth and coming up with a plan that takes all stakeholders into account and fosters great governance and artistic vision.

  2. Me too! I think it is a really balanced approach with a structure that encourages participation by everyone. In many ways, we’ve all been locked out for a very long time. Let’s take this opportunity to grab the bull by the horns (ours is one of the best sections in the country!) and restructure a working model that values and respects ALL parties involved. There is so much passion and energy not being harnessed by those in charge. I don’t think it is delusional to think that this boat could be turned around in pretty short order.

  3. Bill, have you followed the developments with the London Symphony, which is rumored to be going away from the model of the orchestra members ownership/control of the organization?

  4. Bill, I commend you on coming up with this model. This is what the St Paul Chamber Orchestra model should have looked like. Instead, we have a management dominated system in which they choose many of the musicians who help make decisions, including the search committee that just announced the re-hiring of Bruce Coppock with three musicians all chosen by the management.
    Your ideas are well balanced and inclusive, and also allowing musicians to elect their own representatives. I hope these ideas can come to fruition.

  5. Good ideas very clearly articulated. Let me play devil’s advocate for a moment, however. How do you plan to go from point A (current status quo) to point B (your model)?

    • I don’t. The beauty of being a conductor is that you get to dream this crap up and let other people do the dirty work.

      • Aha. :-)

        Perhaps this is a good spot for the rest of us to brainstorm?

        Let me toss a couple of ideas into the pot:
        Is it possible to change the governance without dissolving the existing organization?
        Could there be, theoretically, an interim conservatorship of some sort?

  6. This is a fascinating idea. It goes a long way toward getting the right people for each job and getting people working together. I like the Public’s stake in its Public Benefit Corporation.

    Granted that the point is to get more people with “interests” involved in governance, a point I think is excellent. However, with employees as a majority of the board of directors, one would want to be careful not to run afoul of the state law or IRS regulations about conflict of interest. Maybe you’ve already taken that into account.

  7. Hate mail? Too much thought and consideration has gone into this manifesto to dismiss with
    mindless vitriol. I had to come back and reread this to make sure it was just as brilliant the second time.

    Permit me an observation or two:
    BOTH the London Symphony Orchestra and Berlin Philharmonic formations were the result of musicians being abused, and taking managerial matters into their own hands. What is being contemplated by musicians in Minnesota today has been done in the 19th and 20th Centuries.

    Also, this country has had a history of orchestra musicians managing themselves. A self-directed model occurred when the New York Philharmonic Society was a true society. The conductor was elected, the proceeds from each concert season was divided up amongst the players. This was how matters began in 1843 and continued through just about all of the 19th Century (though I don’t know exactly when the Society model was discarded). This model was not a roaring success, and fortunately your plan here anticipates some of their nearly fatal pitfalls.

    Bravo!

  8. Noch einmal, Bravo to you Bill for not only brainstorming but trumpeting a possible solution to this dismal situation. You’ve considered everything, so very impressed, old friend!

    If you want to talk to the former LSO MD, he’s at Carnegie, remember that.

  9. Interesting, Bill … lots of great ideas – agree the old model is horribly broken

    a couple of questions – work rules for employees (musicians?) decided by the Operations Committee; principals receive salary +15% – what is the role of the musicians union in this scenario?

    keep the ideas coming please

    • Thanks Holly.

      re: The musicians union – this is not about the AFM. This is about the Minnesota Orchestra. The AFM never came into my calculations. As far as I know the union is suppose to be for the benefit of the musicians, not the other way around, so I don’t know why their would be a union issue with the musicians actually running their own orchestra and setting their own conditions to work.

  10. Thanks Bill for the shoutout to SOSPCO. I’ve been a working member of SOSPCO since its inception and there have been days when I’ve been so incredibly frustrated and SAD in terms of what we’re up against. But, being small, we can be nimble!! I do hope that some sort of new music organization comes out of the catastrophe of two lockouts, and that the individual audience members can be energized not just for good but for constructive change and results. We’re the largest stakeholder group, and we’ve been locked out too!

  11. It would be nice if a few composers were somewhere in the governing body. I know that is a pipedream, but one can hope. Also, in education committees, might there be some spots for real music educators who are out in the trenches everyday.

    • real music educators? i hope you are not implying that those of us who work in orchestra music educators are not “real music educators.” i would have to take offense to that.

  12. I meant no offence. But I think that future audiences are going to depend,at least in part, on the kids who play in school bands and orchestras. Purely instrumental music is not a big part of mass musical culture (if it was, we’d see a tv show like “The Horn” rather than “The Voice”)

  13. Bill, if you have any further questions about our structure at the Berlin Phil, I’d be happy to respond. Good luck to all, Fergus McWilliam (ex-Trustee, Berlin Phil Foundatiom)

    • I would love to have the chance to correspond, friend Fergus! Your insights would be most welcome.

  14. My question is the small size of the Philantropic Comm and Board. Symphony Boards are often the largest in their community because of the social aspect of Symphony fundraising. I’m not sure such a small group would be effective in securing enough major gifts (above the Friends levels.)

  15. Just to add a note about out MN cultural climate: we are also the center of a long and venerable tradition of co-op organizing – from the abused Finnish miners on the Range to the Non-partisan League and the Farmer-Labor Party, to the Cenex brand, to the new wave revival of the ’70s, which resulted in consumer-owned stores all over the cities.

    Minnesotans UNDERSTAND co-ops and worker-self-management. I love your plan.

  16. Much respect for the effort but let’s be honest, not much new here.

    Enterprises fail for many reasons, but ultimately the issue is expertise. If any party within the structure lacks the necessary expertise to complete the task, then the venture will fail. Revising structure does not guarantee the presence of expertise any more than would empowering one group over another. Orchestras would do well to adopt the outlined principles of community investment, internal cooperation, and respect, but beyond that it is down to placing the right individuals to achieve the required progress.

    Care over the size of the Board? Absolutely! But fix it where your operation needs it – not some arbitrary number. Care over the membership of the Board? Of course! Appoint appropriate individuals and ensure they understand the task. Lead them through the terms: product, workforce, management, and executive, as defined in the orchestra field, towards mission and vision. Let’s have a shared sense of purpose, demonstrate this with each stakeholder group represented at the governance level, and provide effective committee support.

    In short (very wary of exceeding the 3000 word challenge): it is people and organisational culture, that determine whether we climb to success or slip to failure, not structure.

    • Really? Not much new? Then please show me where the not so new stuff is happening in the orchestral world today.

      • I really didn’t mean to be rude – my apologies if I offended you.

        You yourself credit the LSO and Berlin Phil as inspiring your thoughts. The self-governing orchestra is not new. Your model suggests careful control over the number of individuals involved in the governance body and serious efforts to ensure stakeholder and community,ownership of the operation. These are established practices for success. Your goals for the structuring of committees make absolute sense and again, successful operations have found mechanisms by which each committee can fulfill its purpose most effectively.

        The Wolf Report of 1990 (commissioned by the American Orchestra League) is a landmark in the development of orchestras’ abilities to grasp the future and approach its challenges head on. Those who took its lessons seriously, implemented many of the above changes in their efforts to prepare for ever-more-difficult times.

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