Friday, March 7, 2014

Steps to Governance Reform at the Minnesota Orchestral Association



On Tuesday, February 25, 2013, Minnesota State Representative Phyllis Kahn introduced to the Minnesota House of Representatives bill H. R. 1930.  The purpose of this bill is to provide a process and proposing coding for new law that would create community ownership of the Minnesota Orchestra similar to the Green Bay Packers’ model.  The ownership would be in the form of common stock purchased by people in the local community.  This would breach Article II of the current MOA Articles of Incorporation which states: “There shall be no capital stock of this corporation.”

I have written about MOA governance before last October 30, November 4, and November 6, and it was in the last blog post that I addressed Rep. Kahn’s proposal for community ownership and my recommendation for a membership governance structure as existed at the MOA from 1907 to 1990.  I have also written an article about membership governance structure published at MinnPost.com March 7, 2014 (after 3 p.m.) in the Community Voices section.  My purpose with today’s post is to show my readers what is involved in changing back to a membership governance structure, and identifying the difficult steps.

Step One
The most difficult step or the easiest.  The MOA Board of Directors needs to make the decision to change the MOA governance structure.  They will vote on it.  This is a voluntary change.  Now it’s possible that Rep. Kahn’s bill could be modified to change it from community ownership to creating an oversight organization made up of community members including lawmakers, musicians, SOSMN, Orchestrate Excellence, etc. that would guide the MOA Board through the governance reform process.  If that happens, the decision to change governance structure is no longer a decision, but an instruction from the State.  I’d hate to see that happen, actually.  So the question becomes: does the MOA Board have the courage and the wisdom to learn from their mistakes in the last 24 years and vote to change the governance structure back to a membership structure that will have checks and balances to insure accountability?

Step Two
Membership for nonprofit corporations is governed in Minnesota by Minnesota Statue 317A and the section on Members begins with 317A.401.  The Board would need to read this bill and proceed writing new Articles of Incorporation and bylaws for the MOA.  They vote on these documents.  When passed, the new Articles of Incorporation must be filed with the Secretary of State by the President and Secretary.  The bylaws are internal documents and do not need to be filed with the State, but I would urge the MOA Board to include job descriptions for board members, the Chairman, and the President in the bylaws as suggested by Ken Dayton in his article Governance is Governance.

During this step, the Board will need to decide what the membership structure will be.  Will they create membership classes, i.e. different levels of dues for individuals that will translate into different numbers of voting rights?  Or no classes and everyone has one vote?  Will the membership be limited to Minnesota or include the entire nation or other countries?  With the internet, Minnesota Orchestra concerts can be heard all over the world now.  If open to an international membership, they will need to specify in what currency dues must be paid.  They will need to outline the membership responsibilities also; those involving forming a Board of Directors and then the Board’s officers will need to be included in the new Articles of Incorporation.

Step Three
Tell the world!  This would involve a joint PR and marketing campaign to announce that the MOA is creating an opportunity for people to become voting members of the Association.  This announcement would describe who can become a member, how to become a member, the benefits of membership, and the responsibilities of membership.  Anyone can be a member who pays the annual dues.

It’s important that this announcement talk about non-members, too.  If you don’t want to become a member of the MOA, you can still buy tickets to concerts (of course!), and you can still donate money and volunteer your time to the MOA (of course!).  But members participate in the governance of the MOA.

Step Four: The Membership Campaign
“Would you like to become a member of the Minnesota Orchestral Association?”
Development and Marketing would work together to develop the membership materials to include an application, membership card, and benefits package, plus a member guide booklet that describes the responsibilities of a member.  These two departments can also use their direct mail and telemarketing lists for mailings to people who have already had experience with the Orchestra.  The message can also be included in subscription renewals, brochures, and an in-person sign-up either in the Orchestra Hall lobby box office or some other location in the lobby.  Banners about membership could hang in the lobby.  Membership ads could be included in Showcase.

This step is really labor intensive.  However, once the process has been set up and is operating smoothly, it can become routine.  I see the membership work falling under the Development Department, supervised by the President and his Executive Assistant.

Conclusion
I have outlined here the major steps that I see would be involved in changing the governance structure of the MOA.  There are probably many additional steps under each major step.  The smoothness of the transition will depend on the commitment of the Board, executive management and the staff, and the support that they receive from the musicians and Artistic.  Once the membership structure has been set up and is operating, Development would need to address with the President how membership meetings and votes will be set up and proceed as written in MN Statute 317A.  The Board will no longer need only a vote of its members to proceed with an initiative, but a vote of the membership.  The Board will also need to work with the staff to insure that the membership is kept informed about the business of the MOA.

The MOA Board has yet to announce its decisions regarding the open Music Director position
and President Michael Henson’s future, so I don’t expect them to look at the MOA governance structure soon, even though it is just as crucial as the other decisions.  If you agree with the membership governance structure for the MOA, please contact your MN State Representative and tell him or her 1) you do not support Rep. Kahn’s H.R. 1930, and 2) you do support instead a membership governance structure as outlined here.  You can also contact MOA Chairman Gordon Sprenger to let him know your thoughts and ideas about governance.  And you are most welcome to add comments below….

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