Thanks for your comment. I’m glad the debate begins already.

Sure, the Factory situation was part of what motivated people to suggest this topic – but I think we have seen other boards of other companies also exercising their (perceived?) authority, and so we thought it would be a good idea to have a discussion surrounding these issues.

You have no idea how long we debated the wording of this question, and let me tell you, there is not phrasing that will keep everyone happy. What we’re looking for with the resolution was a way to split the debate down the middle to two positions that can reasonably be taken. So it might be fuzzy, but hopefully it is inclusive.

I found 2 interesting tidbits from the document you linked to:

“Unfortunately for directors and officers of charities and NPOs, as opposed to for-profit corporations, identifying the standard of care with any precision is a challenging task:”

So we can assume what responsibilities Boards have is sketchy to begin with. This is not a black and white question.

“In essence, the directors are the guiding minds of the corporation, while the officers and staff are to manage its day-to-day operations under the oversight of the directors. Overseeing the affairs of the corporation encompasses a broad spectrum of duties, including: ensuring the organization adheres to and carries out the goals of the corporation; setting long-term objectives in accordance with these goals; ensuring financing stability; assessing the corporation’s performance; establishing policies; and being the public face of the corporation

Really? Boards of Directors are supposed to be the “public face of the corporation”? I thought that was the Artistic Director’s job? If these are the guidelines boards are following, maybe they need to be adjusted.

So that in a nutshell is why the resolution is phrased that way – to leave room for the possibility, separate from whatever the technical rules about this might be – that practically they COULD be wrong or out of date.

Next question: Would you like to be a debater?

Cheers,

Michael

Particularly good stuff on pages 11, 12 and 19.

Philip

“#2: Arts Boards
Be it resolved that Boards of Directors have the right and responsibility to overrule the Artistic Direction of a theatre company.”

I say:

This question is a bit blurry around the edges. As it no doubt came about because of the Factory episode I would suggest that the legal rules determining the role of boards are vastly different for charitable and non charitable organizations. The CRA does not differentiate if a charity is a theatre or not and thus the rules for all charities are the same. Your question could easily be: Does a Board of Directors of a charitable organization have the right to over rule the Executive Director.
I am, of course, just talking from a legal perspective which is why I suggest that the question is a bit too vague and could end up comparing apples and pomelos.

Philip