|Orchestra Hall's Stage during the Lockout|
Osmo Vanska has resigned. The musicians are producing their own concerts and continuing with their community and educational outreach activities. Indeed, one might point out that the musicians have actually accomplished a great deal in the last year given the circumstances. They have been building a base of supporters. They've given us more music. What has the MOA given us?
MN Representative Phyllis Kahn's Proposed Legislation
Local, state and federal government officials have weighed in at different times about the MOA's lockout of the musicians, urging both sides to find a way to sit down, talk, and get the job done. The MOA seems to turn a deaf ear to such pleadings. They did, however, agree to work with a mediator that Governor Dayton had facilitated. That looked like good news and possible progress until the MOA bypassed the mediator and mediation process in order to make their proposals to the musicians public, and then "sell" them in the media. As the MOA management prepared to negotiate in good faith? Can we believe anything they say now? Much ink has been used to write about the Publisher and CEO of the Minneapolis Star Tribune, Michael Klingensmith, serving on the MOA Board and possibly giving the MOA unfair advantage with price breaks on full page ad rates. And where is Graydon Royce? I'm surprised that he hasn't done more investigative reporting on this situation.
Then, along came Phyllis.
MN State Rep. Phyllis Kahn doesn't just bitch and moan, she takes action. I respect and admire her for that. She has introduced legislation for the State Legislators to consider once they're back in session in February. I read with intense interest the description of this legislation in the press release her office sent out and posted on her website. She wants to establish broad-based community ownership of the Minnesota Orchestra, a la the "Green Bay Packers model." The purpose is to retain the Orchestra, what she calls "...this cultural and economic asset..." for the state. So what does her legislation do? It does the following:
-- directs the governor to facilitate the formation of a corporation or other form of business organization,
-- this corporation would acquire the Minnesota Orchestral Association and the Orchestra
-- this corporation would identify a private governing structure (as opposed to one from the government)
-- the corporation would offer common stock to anyone who wanted to buy it
-- No individual or company (or pension fund or other investment entity) could own more than 5% of the common stock
-- this corporation would sell at least 50% of the stock to members of the general public but no one person or entity could own more than 1% of this block
-- this corporation may offer a class of preferred stock. The corporation's governance documents must specify the rights that accrue to each class of stock, common or preferred.
-- this corporation's governance documents must insure that artistic decisions will be made by the people employed to make those kinds of decisions, not the Board of Directors
The press release goes on to list other orchestras in the world that have this kind of community ownership. It looks to me like Rep. Kahn would like to see the state wrest control of the Minnesota Orchestra away from its Board of Directors. To me, that means she's frustrated also with the Board's lack of accountability as well as its unresponsiveness to the community at large. Businesses in downtown Minneapolis have been adversely affected by the musician lockout, as well as other music organizations, and especially students at local schools and colleges, concertgoers, people all over the world who listen to the MN Orchestra concerts via MPR whether on the radio or streaming online, Carnegie Hall, among others. Rep. Kahn wants to insure, as she says in the press release, that the uncertainty of the past year does not happen again.
First of all, creating a corporation, a holding company, to direct the governance of the MOA will not insure that what's happened during the last 13 months won't happen again. It will depend on the people involved and only increase the odds that it won't. Second, the original founders wanted to keep the governing structure as a non-profit, and specified that no capital stock would be offered by the MOA. Buying stock is an investment that usually means a monetary return on that investment. This pushes the MOA closer to a for-profit operation with concerns about insuring that its investors enjoy a good return.
My Response and Recommendation
I propose that the state respect the wishes of the original founders who sincerely and genuinely wanted an association of people coming together to support and enjoy "the best music," as they stated in the first article of the original articles of incorporation. They did not want a for-profit corporation. They created an Association with a membership open to the general public -- anyone could join. I think we need to return to that governing structure. Rather than offering stock, the corporation offers membership, creating a group of people intensely concerned about the orchestra and its future, as well as the smooth and fiscally responsible management of the Association. Each person who's a member has the right of one vote, either in person or by proxy. In this age of technological communication, I propose membership be offered not only to Minnesotans but to anyone, anywhere in the world.
Membership could be a different levels of "dues" and participation, with certain benefits of membership, i.e. free concerts, possibly discounts on subscriptions, and so on. This would not interfere with any donations made by non-members but increase the amount received yearly. The membership would function like shareholders in a corporation as far as governance, i.e. electing the Board of Directors from the membership and being the people the Board is accountable to.
Furthermore, I propose that the class structure of the Board be eliminated. All Directors will be Regular Directors, except for those invited to be Honorary Directors, and have voting rights. I think dividing the Board into thirds for staggering 3-year terms of service is a good idea, too. The officers will be elected out of the Board, except for the President whose responsibilities for the day-to-day operation of the Association demands that he or she be an arts administrator with experience in non-profit management and orchestras.
Since the membership would be open to anyone, musicians could be members, vote for the Board of Directors, maybe even serve on the Board. I really like Rep. Kahn's stipulation that artistic concerns remain with those who have been hired to deal with them, and not the Board. The current President and Board have done their best to put the fiscal survival of the MOA ahead of its artistic survival. You cannot ignore the artistic survival and focus only on the money. They have followed for-profit methods of operation to address the financial crisis, also, which have not worked. The MOA needs non-profit arts administrators in leadership positions, not bankers, attorneys, and accountants.
Non-members could still buy tickets, attend concerts, and make donations to the MOA -- anyone can. Non-members could also advise the Board in specific matters, as the Board sees fit. But the Board will be accountable to the membership again. I would really like to see non-local musicians on the Board. For example, the New York Philharmonic has Joshua Bell on their Board. With classical music going through a difficult period of increasing audience among younger generations and showing its relevance to life in an age of technology and 24/7 connectivity, it would benefit the organization to encourage younger professionals to be members, also.
My last proposal? Please invite Osmo Vanska back as Music Director....