A Coup-de-Festival

A friend of mine alerted me last week to a recent series of events at the New Hampshire Music Festival. I’ve been trying to make sense of what I’ve read in news articles, on the Festival musicians’ website, and from a outside organization of dissident supporters called SOON (Save Our Orchestra Now).

The only adequate word in the English language to describe the current situation is the one that begins with “clusterf” and ends with “ck.” It’s an important story for our industry,  made doubly important by the involvement in the Festival of one of the most prominent people in our field, former Chicago Symphony CEO and former League of American Orchestras president Henry Fogel.

Yesterday a critical meeting of the NHMF Board took place. Some idea of its nature can be gleaned from the following appeal from SOON:

Word has just been received that the Annual Meeting for the NHMF will take place at Gilford H.S. at 4:00 PM on Wed., Nov. 18, 2009.

Part of the mailed announcement was a summary of proposed changes in the bylaws. Article IV of the proposed changes reads as follows:

“The Board of directors may elect persons nominated by the Governance Committee to serve on the Board of Incorporators for terms of 1 year.

“The Incorporators shall support and serve as a resource and advisory group to the Board of Directors and Officers of the Corporation.”

Also being proposed are Amendments to the Articles of Agreement for the Corporation. Article 5 reads as follows:

“There are no members of the corporation. The only persons who have governance authority or control over the Corporation are the Board of Directors.”

The existing bylaws, dated 2/13/2004, state that any contributor shall be an Incorporator (Article III), that Incorporators shall be the ones who elect Directors (Article IV.1) and that any changes in the bylaws must be approved by a 2/3 vote of the Board of Directors, “subject to repeal or change by action of the Incorporators”.

The proposed changes will exclude donors from being Incorporators unless they are chosen by the Board of Directors. Moreover, election of Board members shall be by Board members only, and Board members will be able to change the bylaws at their whim without input from the Festival contributors.

These changes must be defeated at the upcoming meeting.

They weren’t. According to an article this morning in the Laconia Citizen:

An announced change in the festival’s articles of agreement and its bylaws at the beginning of the meeting prevented incorporators (or donors) from making motions or taking votes at the meeting, a move which upset some.

Later in the meeting, Susan Weatherbie, vice-chair of the board of directors, said the festival’s bylaws had not been reviewed since they were created in the 1950s. She said changing the bylaws and articles of agreement was necessary to help the festival run more efficiently and to streamline the decision-making process…Weatherbie said, as a business, the festival needs clear, strong leadership and it needs to address the problem of declining ticket sales. She said leaving the articles of agreement as they were would delay what the board feels are necessary changes.

“We cannot and will not be held back,” Weatherbie said, by those who would try to “subvert and threaten our plan to reinvigorate our orchestra.”

It’s worth noting that the Board and management apparently consider musicians who don’t like what they’re doing to be not only subversive, but subject to termination for doing so. A letter from David Graham, Festival President and CEO, sent to the musicians on October 13, 2009, made that crystal clear:

We have been very clear that our new model is built on the concept of collaboration in music making and a generosity for nurturing one another and students. This is a core value for the Festival going forward and is essential to our success. The actions of some incumbent musicians are clearly inconsistent with that value. We are aware that some incumbent musicians continue to work to support SOON and the objectives it stands for and continue to publicly criticize the new direction the Festival has chosen to take.

As we proceed to implement the Personnel Policy, we reserve the right to fairly evaluate whether those musicians seeking employment in the summer 2010 season can be expected to support the festival and the new direction it is taking based on all the circumstances.

And people still wonder why musicians want to be unionized.

The Citizen article went on to report:

Instead of having all incorporators vote on key issues, Weatherbie said the festival will form a new board of incorporators that will act in an advisory role to the board.

Comments from the audience were held until the end of the meeting, at which time many wanted to know why there were no annual reports or at least copies of financial statements made available to the audience.

McLear said after the meeting the was adjourned that it was an oversight and that copies should have been available.

Terry Thomason of Gilford said he felt “morally and ethically” bound to speak at the meeting. Thomason said he has been a patron for more than 20 years and, for most of those years, he bragged to friends across the country and abroad about the first-class orchestra in the backwoods setting of the Lakes Region. He said last year, he felt things were changing, and not for the better.

“I thought, this is not my orchestra anymore,” Thomason said…Finding out about the decision to take voting privileges away from incorporators was especially disappointing, he said.

“Shutting down all input from the people who pay the bills and fill the seats is reprehensible,” Thomason said.

He added that, had he been allowed, he would have made a motion to take a vote of no confidence in the board and management of the festival…

The meeting also included a presentation on the festival’s education programs, which involve working with preschool and early grade school children, using music to enhance brain development and learning capabilities.

David Graham, president of the festival, said music can help young children improve their memory, recognize patterns and think creatively.

Apparently much of the education program is performed by Deborah Graham, who’s the Festival’s development director – and also married to David Graham, whose total compensation in the 2007 Form 990 (the latest available on Guidestar.org), was reported as $125,828.

Grizzled veterans of the orchestral labor wars of the 1990s (and I am certainly one) will find particularly piquant the nugget that sitting at the head table, with David Graham, David Graham, Rusty McLear, Susan Weatherbie and Ron Sibley, was… Ralph Craviso.

There is much, more to this story, and I hope to write about it in the next few days.