Some Facts, Some Thoughts

A front page article in the Post-Bulletin today helps to paint the personal side of the RCT mismanagement issues. There are a few facts that need some clarification, though.

“Marvin, who joined the board in March, said the change came about because of a contradiction in the bylaws. One section said members had the right to vote, while another section said only the board of directors could vote.”

Jean Marvin has been on the board for her current term since some time in 2016. She’s also a board veteran having served previously a few years ago. There were no new members in March, 2017 with several new members joining the board in June, including Chad Cambell (also said to have joined in March in the article) who became the vice president for the new fiscal year beginning in August.

Our Friends group mounted an effort to straighten out the Bylaws which were something of a mess. However, this inconsistency was not noted. Kay Hocker explained to two of us at the meeting she called to inform us of the bylaws changes and the resulting move to secrecy (we won’t show you the bylaws; we won’t show you meeting minutes; there are no longer members, so you have no more rights…) as a way to justify the composition of the board most of whom were “voted” into their positions by the directors without member input. We were taken aback, since we had spent many hours scouring the existing bylaws and this didn’t match our understanding.

So, here are the two pertinent sections with emphasis added.

Article III paragraph 1: An annual meeting of the members shall take place once each year, the specific date, time and location of which will be designated by the president. At the annual meeting the members shall elect directors, receive reports on activities of the theatre and transact other business as determined necessary.

Article III paragraph 2: When the annual meeting has not been held, or directors have not been elected, directors may be elected at a special meeting held for that purpose. Upon demand of ten (10) or more members, the president, the president elect [ed: this is the term the bylaws used for the vice president] or secretary shall call a special meeting for this purpose. If a director vacancy occurs mid-term, a replacement may be elected by a majority of the board of directors to serve until the next annual meeting.

Article IV paragraph 2: Directors shall be elected by members of the theatre for a term of three (3) years or until their successors are elected, and shall serve no more than two (2) consecutive terms.

Article IV paragraph 5: New directors and current directors shall be elected or re-elected by the voting members at the annual meeting. Directors will be elected by a simple majority of members present at the annual meeting.

Article IV paragraph 7: When a vacancy on the board exists mid-term, the nominations committee shall prepare nominations for new members to the board two weeks in advance of a board meeting. These nominations shall be sent out to the board members with the regular board meeting announcement, to be voted upon at the next board meeting.

Clearly, the directors themselves may (when these bylaws were in effect) vote in new directors only for a mid-term vacancy, and such new directors serve only until the next annual meeting.

But a confusing factor exists. These bylaws were apparently voted into existence in 2012. But, there is another version of these bylaws, claiming to be from 2012, floating around. The have some different language. The Article III paragraphs are consistent. Article IV has some different language the most pertinent being the following.

Article IV paragraph 5: New directors and current directors shall be elected or re-elected by the directors at the annual meeting or a special meeting called therefor. Directors will be elected or re-elected by a simple majority of the directors present at such a meeting at which a quorum is present.

Yikes! It’s my opinion that this version of the bylaws is the one Kay Hocker has been using for reference. Which is correct? The first version above was given to board members as part of the Board of Directors Orientation Packet in January 2016. In other words, that’s the version the directors would likely use to govern their operations. That first version was also made available for members to view in a folder in the office along with the Articles of Incorporation and about 18 months of meeting minutes therefore implying that version is what the theatre believed to be in place. My non-lawyer conclusion would be those were the bylaws under which the theatre was supposed to be operating.

This naturally calls into question the legitimacy of many of the current board members including Kay Hocker herself who joined the board in May 2016, not at an annual meeting. There was nothing in the November 2016 meeting minutes, supposedly the annual meeting for 2016, discussing any voting taking place. This is just one example of a culture of dysfunction and lack of serious consideration of fiduciary duties. These along with other mismanagement and personal issues are the real reason the Friends group has found it necessary to actively pursue changes, for the sake of the continuing operation and success of the theatre. Left to its own misguided ways, that future is in serious jeopardy.

Hope for the future? The diversity of the Friends group results in many opinions regarding the future. As the article points out, even long-time and multi-generational participants are unsure when, if ever, they might return and under what circumstances.

The board did name an interim executive director with, we think, some good business skills. Sadly, she lacks theatre knowledge. Had she been named before the artistic director position was unbelievably eliminated, hopes for a better future might have been much higher. As it is, there is still no one at the helm who knows how to run a community theatre. A theatre relies on a volunteer pool not just to help out but to provide its very soul. These are the artisans who donate their time and, importantly, their skills. Ms. Hocker likes to throw out words and phrases about non-profits and best practices, but she and others are now learning a theatre is not a food bank or senior center or the March of Dimes. It is a very different beast, and running it is no easy task.

The article mentions several small meetings. In fact, there have been only a few mostly one-on-one. That three directors attended the Tuesday meeting interim executive director Teresa Waldof called and mentioned in the article, was seen almost unanimously by those in the Friends group as a big positive step. We are very grateful for their time both in attending the meeting and in staying after to talk to volunteers.

Dialog is something we need and something we have offered since we began our group in March. Efforts to organize a larger meeting with the entire board with sufficient notice to allow as many of the Friends as possible to attend have stumbled for various reasons. We have questions covering many topics from financials, sexual harassment policies, governance issues, and how a theatre with nearly $1M turnover will move forward without the basic skills of a true theatre professional.

There may be hope. But it is still buried in the current quagmire. Still, we persist.