11/16/09 – Arthur Albert

Letter to the Editor


Last year’s Annual Meeting of the New Hampshire Music Festival might have been be the last one at which the constituency of the Festival had any say in its governance.

If things go according to the Festival Management’s plan, the voice of its patrons and donors will be silenced at the upcoming Annual Meeting,  Nov 18 at Gilford HS and forevermore.

On Nov 6, 2009, new bylaws were enacted by a 2/3 vote of the Board of Directors.  Under existing  bylaws, changes in the bylaws do not need to be ratified. New bylaws are in effect unless repealed by Incorporators. If not repealed, they remain operative by default.

Under the old bylaws, if you donated last year, you became an Incorporator this year. The Incorporators from 2008 (who were donors in 2007) would go into the 2009 meeting as this year’s Incorporators until the slate of new Incorporators (donors from 2008) are elected and take their place.

The 11-6-09 by laws change the rules for appointing Incorporators. Under the new bylaws, only the Board (actually its Governance Committee of the Board) can elect Incoporators.

Under the old bylaws, the Board nominated new Board members but the Incorporators elected them. Under the new bylaws, new Board members are nominated and elected by the Board. Incoporators don’t get to vote. They are purely ceremonial.

It is likely that the Festival Management has rigged the game so that there will be no opportunity to repeal the change in the bylaws.  If the Moderator at the upcoming Annual Meeting takes the position that the new bylaws are operative from the outset, then the new Incorporators are not the donors; they are the ones chosen by the Board. So even if the Moderator were to allow a repeal motion (unlikely), the only ones elligible to vote would be the Board-chosen Incorporators.  The possibility of repeal is not there.

In summary: Under the new bylaws, only Directors can choose Directors. Only Directors can choose Incorporators. Incorporators are purely ceremonial. They have no say in governance. Moreover, if a Director should offer a dissenting voice, the other Directors can vote him/her off the Board.

This cannot be allowed to stand.
Arthur Albert
Campton, NH