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March 27, 2009



How would one limit the powers of the board?

I know one org I worked with a while back revamped their board and the first thing the new members tried to do was rewrite the bylaws so they had no liabilities from the company.

It seemed to me to be the exact opposite thing that a responsible board should do.

IE if you're running the org you shouldn't you be responsible if they're doing anything illegal or irresponsible.

On the other hand, if the board is charged with being responsible, how would the bylaws work if they are in charge of running it but have no say in what it does?


While you can't legally configure by-laws in such a way that the Board isn't ultimately responsible for the company you CAN make clear how certain decisions are made within in the organization.

You could, for example make it a by-law that the ensemble has to (by majority vote) decide who the AD is going to be, things like that.


I think part of the argument that's being overlooked right now is the way that the new artistic direction of the company does or doesn't serve its mission. Since the work of the ensemble is so specifically referenced in the mission, I think any move that alienates the ensemble to this extent does in fact subvert the mission for which the theatre was founded. How the board is able to justify that to themselves is a mystery to me.

Here's a link to their mission if you're curious:


Ed, I don't read their mission to say who the ensemble is specifically (or what it looks like).

Frankly, their work for 6 of the last eight years didn't do much to ask the question of "what does it mean to be an american" either.

An ensemble that looks different isn't any more contrary to the mission than a lot of what they were doing.

I don't think mission is what's really driving that particular pissing match.


I'd disagree that they weren't serving their mission, Tony- even some of their more lightweight fare, like their musicals "Oklahoma," "Working," and their annual radio version of "It's a Wonderful Life" were also thematically ruminations on the American experience. But I think what you may be actually implying is that the work wasn't always as high quality as it should have been- which I actually would agree with. It's true that their mission doesn't say "American Theater Company is an ensemble or artists *that includes* Carmen Roman, John Mohrlein, etc...." but the mission still struck me as being much more focused (for good or for ill) on the ensemble that creates the work than many other theatre companies in town.

Which leads me to another question which perhaps is disingenuous- does an arts organization with a strong and committed ensemble even need an artistic director? Even if they do, maybe they should do what Lookingglass used to, and rotate the position among the ensemble every so often. That way there's always someone that can have the final decision if there's conflict, but no one artists gets to unilaterally drag the company off in their preferred direction for too long. But does even Lookingglass have that practice in their bylaws? I'm guessing that the practice of just hoping that the board won't screw a theatre company's ensemble/founders rather than imposing restrictions on the board is actually pretty widespread.

No non-profit theatre company writes their bylaws expecting interactions with their board to turn nasty. If they did, more companies would keep ensemble members on the board longer. Which reminds me to point something else, Adam- the reason most small nonprofit theatre companies don't keep artists on the board is because the artists are often also filling staff positions. I may be misremembering but isn't having staff on the board a no-no for non-profits?

Chris Casquilho

The Board does not run a np theatre. People run it. They run it from all levels - they lead from the side, bottom, and top. Existing board members and staff (both senior and otherwise) educate new and existing board members on an ongoing basis. Your post oversimplifies the diffuse executive power structure of npos.

I've seen governance failures cut both ways - in fact, I've seen the exact opposite happen - the exec didn't like the board's choice to replace him when he was ready to move on, and he decided to stay. Four board members resigned.

Chris Casquilho

Ed- anyone can be on the board, including staff. Often there aren't any paid staff on a board, but it is not rare by any means to have the ED, MD, or AD sit as a voting member. Many Execs are ex officio - meaning they can't vote, but they can't be kicked out of the room in executive session either.

I'm not aware of a situation where any but exec staff are on the board, but it's certainly possible.



I agree that power in a nfp is diffuse. What I am saying is that if all hell breaks loose (like it did at American Theatre Company) and one side or the other HAS to come out on top, then my money will be on the Board winning that battle.


Adam, You've got the whole thing exactly right: the Board runs the nonprofit. If the ensemble is essential to the nonprofit's existence, then it has to have a preferred place on the Board. But a place on the Board--even/especially a preferred one--means responsibility for finances, and plenty of artists are happy to slough that off to others. We now see the consequences of that decision.

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