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Orchestra governance should honor the founders’ intent

A proposal to sell community shares (along the lines of the Green Bay Packers’ model) undermines the founders’ solidly nonprofit principles.

I propose that a membership governance structure be implemented again for the current Minnesota Orchestral Association to ensure that the board will answer to and be acccountable to a diverse group.
MinnPost photo by Corey Anderson

State Rep. Phyllis Kahn, DFL-Minneapolis, has proposed a community ownership model for the governance structure of the Minnesota Orchestral Association (MOA), with a holding corporation selling shares in the MOA to the community, similar to the Green Bay Packers’ model.  On Feb. 25, she introduced H.R. 1930, a bill that would set in motion a change in governance structure that was never intended by the MOA’s founders.

During my research into MOA’s governance for a three-part series on my  Eyes on Life blog, I learned that the founders had something very different in mind.

Article II of the Articles of Incorporation, filed in 1907, created a membership of the association, one in which anyone could join as long as he or she paid the annual dues. This ensured that people dedicated to artistic excellence and classical music governed the association. Loss of membership occurred if the member stopped paying annual dues. A membership governance structure for nonprofit corporations is governed by Minnesota Statute 317A

Each member held the right to one vote, either in person or by proxy. The members elected a board of directors out of their diverse membership to govern the association. And the board, out of its membership, elected the officers. The founders meant for the officers and board to be accountable to the membership, as well as serving the wider community in Minneapolis and Minnesota.

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In Minnesota, nonprofit corporations can choose whether or not they want a membership governance structure. I propose that a membership governance structure be implemented again for the current MOA to ensure that the board will answer to and be acccountable to a diverse group.

‘No capital stock’

The dues could be $100 annually for adults, perhaps offering other levels such as student, family, and institutional (for companies, businesses, and schools). Unlike Kahn’s idea, it respects and obeys the founders’ Article III: “There shall be no capital stock of this corporation.” They showed they wanted the association to be solidly nonprofit, with no possibility of anyone to own any part of it or have expectations of a monetary return on their investment. The membership structure preserves the association’s nonprofit status.

Originally, members benefitted simply by being members of an association dedicated to the performance of the best in classical music and to the creation of education programs about classical music. The founders didn’t specify any other benefits in the original articles.

Today’s association, however, could offer additional benefits, such as single ticket or subscription package discounts, attending rehearsals, periodic receptions with the musicians, and so on. A student benefit could include a “concert card” that would give the holder one ticket to a subscription concert for a substantial discount. A family benefit could include discounted family concert series subscriptions. For an institutional benefit, perhaps offer a block of free tickets to a specific number of concerts each season.

Currently, anyone can buy tickets to any concert they want to attend. That would not change under the membership model. In addition, anyone would be able contribute to the MOA, either to the endowment, for operating expenses, or specific artistic initiatives, be they members or not. I propose that guest artists also receive an invitation to become members of the association.

Preserving accountability

Under this governance structure, the board would be accountable to the membership, without an expectation of a monetary return on investment, but with a sense of ownership and governing participation in the future of the MOA. 

Technology eases the logistics of communicating with a large local, regional, national and international membership. Voting could be done via the internet – many corporations already do this for their shareholders.

The Articles of Incorporation would need to be re-stated in compliance with Minnesota Statute 317A and re-filed with the Secretary of State, and the association’s bylaws revised. I propose that the bylaws include specific job descriptions for the board and officers, including conditions under which they can be removed.

It could also take some time to re-establish the membership structure. I believe, however, that it is the strongest governance structure for the MOA for the future of the Minnesota Orchestra. 

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If you agree, please contact MOA Board Chair Gordon Sprenger, and your state legislators, including Rep. Phyllis Kahn.

Minnesota writer Gina Hunter blogs about the Minnesota Orchestra, health care, and other topics of current interest at Eyes on Life.

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