Boards

NPR Series May Help Expand Conversation About Theatre in US

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Keep your radio tuned and your ears open to your local NPR station for the next month or so, especially if you are a theatre professional. The network is doing a series over the next five weeks about the 75th anniversary of the regional theatre movement. In a piece that aired this morning, they provide a little bit of a preview of the topics they are going to hit on from the impact of Covid, to economic concerns, regional theatres as a feeder to Broadway and diversity, equity and inclusion efforts.

The short piece mentions many of the conversations and activities which have unfolded over the last few years, from the mass resignations at Victory Gardens Theatre; the “We See You White American Theater” statement; the viability of subscription model and questions about the utility of the non-profit governance structure:

Theaters also started rethinking subscription plans that prioritize well-off people who can purchase a season’s worth of prime seats in advance, while leaving everyone else scrambling for leftovers. And they began reconsidering the current, frustrating governance model at most non-profits, where theater artists must answer to a volunteer board of directors, often with little theater expertise, which has all of the authority and none of the accountability.

It may be useful to have these topics discussed by an outlet outside of the usual theatre channels. Being able to point to NPR stories may end up being like the consultant effect where an outside “expert” repeats everything internal staff has been saying resulting in decisions to mobilize to achieve important goals.

Most board members and patrons don’t read American Theatre and related information sources, but many do listen to NPR and find it a credible information source. The NPR series can provide an entree for conversation or simply raise awareness among the greater community involved with arts and cultural entities around the country.

How Will Non-Profit Law Change To Meet Shifting Expectations?

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Gene Tagaki raises some interesting thoughts over on the Non-Profit Law blog on the question of how legal concepts and structures may need to adjust to reflect changing values in the non-profit sphere.  He lays out some thoughts in regard to Charitability, Philanthropy, Governance, Technology, Fundraising, Advocacy, and Employment.

I provide this list with the intention of sparking enough interest in folks to read more deeply because I am only going to touch on a few ideas that popped for me.

One question he raised was whether the IRS would need to adjust its definition of 501(c)(3) entities:

“Would relief of historically discriminated groups of individuals without regard to poverty or distress now qualify as charitable? Would the sale of alternative energy sources for personal use be charitable even if at market rates?”

Tagaki also points out that there is a growing shift in how fundraising is accomplished and how the work of social good is being framed. He notes that crowdfunding focused on supporting a specific project or individual versus organizations which help many. He also cites corporate efforts to “charity-wash” their activities by positioning themselves as reducing social problems.

“Fundraising trends also raise other legal concerns as nonprofit fundraisers face competitive pressure from those raising money from crowdfunding platforms to help specific individuals rather than charities, businesses proclaiming to do more social good than nonprofits, and entrepreneurs looking to both help charitable causes while creating for themselves an opportunity to earn substantial amounts of money.”

Finally, Takagi observes there is a trend not only toward remote work, but also shared leadership of organizations. This approach is likely to exist in tension, if not complete conflict with a hierarchical board governance model legally required of nonprofits in the US.

“Many organizations are struggling with this movement as there are clear and proven benefits with traditional hierarchies and the law is built on boards having ultimate responsibility and authority over the activities and affairs of their corporations. But there are shifts in power that are possible, and laws or regulatory guidance that confirm the appropriateness of certain delegations of authority may be helpful. What are some of the distributed leadership systems that would be helpful if recognized by sector leaders as good practice and by lawmakers and regulators as acceptable?”

As always, many things to think about for the future.

Consent Agenda Probably Most Useful Than Ever Before

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In an ArtsHacker article I wrote back in 2015, I had advocated for the use of consent agendas as a way to quickly dispose of routine matters at board meetings and leave time for discussion of substantive issues.  Now that we are in a place where at least some members may be attending virtually, it is probably even more important to conduct business in a manner that incentivizes people to maintain full focus on the business at hand.

Some of the links in my original ArtsHacker post are no longer valid, but a quick web search will help you find a number of resources that address how to use a consent agenda such as the Council for Non-Profits.

Basically what happens is that the organizational staff prepares materials which it sends out in advance of the board meeting. Those materials are placed into a consent agenda which is approved as a whole at the start of a board meeting. The Council for Non-Profits lists the following as things which might be placed in such an agenda.

• Approval of board and committee minutes
• Correspondence requiring no action
• Committee and staff reports
• Updates or background reports provided for informational purposes only
• Appointments requiring board confirmation
• Approval of contracts that fall within the organization’s policy guidelines
• Final approval of proposals that have been thoroughly discussed previously, where the board is comfortable with the implications
• Confirmation of pro forma items or actions that need no discussion but are required by the bylaws
• Dates of future meetings

Best practice is that any questions board members have should be asked prior to the meeting so that they can be researched and addressed in advance. When the meeting starts, the chair asks if there are any parts that the board feels need to be removed from the agenda. If there are, those items are removed and then the meeting moves forward to approve the remaining items. The removed items are then addressed later in the meeting.

So if a board member has major corrections to the minutes or questions about something in the financials, they should make a request to have those things removed from the consent agenda. Once the agenda is approved, there is no backtracking to engage the board in discussion about those items such as whether the organization should be entering into a contract that was included in the consent agenda.

In my 2015 post, I linked to an article in which the author recounts his experience attending a meeting which used a consent agenda if you want a sense of what this looks like in practice.

The idea is that the first 5-10 minutes of a meeting are spent addressing the consent agenda and then the remaining time is used to address policy, governance, strategy, etc. It is much more time consuming to go around the room calling on each committee head only to have them report “no report,” or “we met last Tuesday and will have a report next meeting,” than to have that summarized on a sheet of paper you received 10 days before the meeting.

When the nominating committee is ready to propose new members or the governance committee has bylaw revisions to discuss, those topics should be addressed in the main of the meeting rather than listed in a consent agenda. The process isn’t meant to reduce transparency though it can be misused in that manner.

Perhaps the biggest impediment to successful use of this agenda is getting everyone to turn into their information far enough out that it can be assembled for review and then getting all the board members to read the materials in advance so that very little gets pulled out of the consent agenda.

It sounds like a lot of work, but avoiding the committee roll call with a 1-2 sentence report out and quickly getting to substantive discussion is worth the effort and keeps people engaged. While I have never been successful in getting any board I have been involved with, either as organizational staff or a member, to adopt a consent agenda, the times I have gotten “best meeting in a long time” compliments has been when we have been able to get past the reporting quickly and discuss past successes/impacts, exciting initiatives and involve the board in decision making that moved toward real progress.

Repeat Of Board Tensions In Chicago

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If you hadn’t caught the news in the last week, there is a major crisis at Victory Gardens Theater in Chicago which saw the mass resignation of their current cohort of resident artists. This is a seeming repeat of similar tensions in 2020 between the theater’s board and artists which also saw the mass resignation of artists.  Subsequently, the playwright of the show in production, cullud wattah, pulled the rights to the show which had been set to close July 17, leaving the theatre without any remaining programming.

The greatest detail about the conflict is laid out in a post by isaac gomez, one of the members of the erstwhile cohort. He discusses the suspension of the Artistic Director and resignation of the Acting Managing Director whose tensions with the board came to a head when they were shut out of conversations about a major financial purchase (apparently the purchase of an adjacent building) which the directors strenuously objected.

There was also the issue of a prolonged negotiation with the candidate for the executive director position which had been unoccupied for two years .  The artist cohort learned that their input into the selection was not welcomed when they were accidentally invited to a meeting. The executive director candidate, whose hiring the artists were urging, subsequently withdrew herself from consideration at some point in all the tensions.

Overburdened due to absent leadership and unfilled positions, many of the theatre’s staff left their positions as well, much of it on the upper management level.

While gomez’s account is certainly only one side of the story, he reflects regret about the situation noting that Victory Gardens has stood by their commitment to provide a degree of stability for creative artists unseen in the broader industry. However, by not living up to written commitments about providing access and transparency in decision making, gomez and colleagues feel that the board has been unable to move beyond the toxic cycle which caused similar issues two years ago.