11/11/09 – Laconia Daily Sun

11/11/2009 – Laconia Daily Sun

Festival management plans coup

Michael Kitch

Center Harbor — The Board of Directors of the New Hampshire Music Festival, Inc. will seek to exclude the non-profit corporation’s incorporators, who under the current by-laws are those who have donated to the annual fund, from the governance of the Festival when it holds its annual meeting next week.

Since the incorporators must approve changes to the by-laws, the directors are asking them to relinquish their role in the governance of the corporation and transfer all authority to the board of directors.

The maneuver comes amid continued strife between the management and directors of the festival and “Save Our Orchestra Now” (SOON), a group of ticket holders and contributors that has challenged the changes in the structure of the orchestra and questioned the financial health of the corporation.

In a prepared statement, the leadership of SOON urged the sitting incorporators to resist changes to the by-laws, which they said authorize the incorporators to elect the board of directors, approve changes to the by-laws “and generally be engaged in the operations of the organization.”

Speaking on behalf of SOON yesterday, Gene Bishop estimated that “close to 50 members of SOON” were among the current crop of incorporators. “I believe this is a response to SOON’s activities taken out of fear of what could happen in the future,” he said, indicating that SOON intended to take initiatives at the annual meeting, but declining to disclose “our game plan.”
David Graham, president of the Festival, could not be reached for comment.

The current by-laws provide that “nominees to the slate of incorporators shall be those who, as a condition of fact, have contributed to the prior year’s Annual Fund,” which Bishop takes to mean all donors to the Festival. Moreover, other incorporators may be nominated by either any Incorporator or the governance committee of the board of Directors. All directors are ex-officio incorporators during their term of office.

The by-laws further specify that the board of directors, of not less than 12 or more than 36 members “shall be elected by the incorporators at the annual meeting.” Special meetings of the incorporators may be called by 10 or more of their number as well as by the chairman of the board or 10 or more directors. The by-laws may be amended, repealed or replaced by a two-thirds vote of the board of directors, but only “subject to repeal or change by action of the incorporators.”

The amendment to the by-laws adopted by the board of directors last week would authorize the directors to choose and dismiss members of a board of incorporators while at the same time stripping the incorporators of their authority to elect the board of directors, call for special meetings and approve changes to the by-laws. Instead, the incorporators would be elected by the directors from among nominees chosen by the governance committee of the board and could be removed by a simple majority of the board. They would serve “as a resource and advisory group to the board of directors and officers of the corporation,” but otherwise play no role in governing the corporation.

“The incorporators,” charged SOON, “will be relegated to a ceremonial role and be removed from any formal function in the Festival’s operating structure and long-term mission.”
The control and management of the corporation would be vested exclusively in the board of directors of between 10 and 20 members, elected by the board after nomination by its governance committee.

“This move,” said SOON, “to make the board totally insular and unaccountable to the audience and financial supporters could not come at more unfortunate time.” The statement went on to note that management was proposing changes in both the composition of the orchestra inopportune and the nature of its musical offerings while preparing a major fundraising campaign. “This is exactly the time,” the statement continued, “that the board should be seeking more input from its constituency, not less.”

Acknowledging that the management has come under fire, SOON said “it is shocking to see that their reaction is to dodge public review.” The statement closed by noting that although management has begun soliciting contributions to the annual fund, it has not informed potential donors that it intends to significantly diminish their role in the festival.
The annual meeting will be held at Gilford High School on Wednesday, November 18, beginning at 4 p.m.