kgf august newsletter: gallery members denied membership rights

7/30/2019 KGF August Newsletter: Gallery Members denied membership rights

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26 August 2013

Kennedy Gallery Members denied membership rights

The (new) major problem

KENNEDY GALLERY FRIENDS (KGF) has appealed to the Board of Directors of the Capitol Centreto amend its bylaws to rectify what appears to have been an oversight in the process of creating aspecial category of membership for the WKP Kennedy Gallery. The reason for the new category wasto give the standing Gallery Advisory Committee the ability to identify and communicate with gallerysupporters and to generate additional revenue earmarked for gallery operations.

The problem came to light in our review of the current bylaws of the North Bay Theatre andArts Community Centre (TACC), the Capitol Centre's corporate organization, of which theKennedy Gallery is a department.

The consequence of this oversight is that Kennedy Gallery Members have no voting or othermembership rights in the Capitol Centre, even though many have been paying membership dues foryears.

The Solution

The reasonable solution would be for the Board to amend the bylaw immediately (which it isempowered to do) by insertingthe words Kennedy Gallery Membersinto the article in the bylawwhich currently defines membership as:

3.05 Any person or persons who donate financially, on a yearly basis, as Good Friends, Best Friends or one of

the Galaxy Circle patrons.

The bylaw also addresses member rights:

20.02 Each member in good standing shall be entitled to one vote on each question arising at any special orgeneral meeting of the members

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Even though the Boards Executive Committee has conceded that there is no dispute, and KennedyGallery Members would not deliberatelyhave deprived themselves of membership, it has neverthelessdeclined our urgent requests to pass the amendment now, promising instead only to refer the matterto the proposed special Gallery Development Committee.

In accordance with the Rules, the matter would first have to be referred to the standing MembershipCommittee (which representatives of KGF would be willing to join) which would then make itsrecommendations to the Board.

We believe membership is afundamental issue which needs no further deliberation. Under the current

organizational structure, Kennedy Gallery Members should be entitledto an equal voice in thegovernance of the Capitol Centres affairs.

Why won't the Board amend the bylaw now?

It's a mystery.

The Boards explanation is that any such amendment must be ratified (approved) at the next AnnualGeneral Meeting in March 2014. This is true. However, ratification is a formality, and once a bylaw ispassed by the Board it becomes effective immediately. We cannot imagine any circumstances in whichan amendment granting Kennedy Gallery Members equal membership in the Capitol Centre would berejected at the AGM.

Capitol Centre Membership

We recently requested and have received a list of active members of the North Bay Theatre and ArtsCommunity (Capitol Centre). There are only about 140 members in total. However, KennedyGallery Members do not appear on the list even though we requested they be included. In our requestwe stated that despite anything in the bylaws, by virtue of the payment of dues/fees or other contributions,they are nonetheless members...

What do we do?

We take a giant Leap of Good Faith.

We are asking KGF supporters, whether or not they are now Kennedy Gallery Members, to becomeGood Friends of the Capitol Centre as described in the above bylaw. In doing so, it accomplishesthree important things:

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1. confers membership in the North Bay Theatre and Arts Community Centre (Capitol Centre)under the existingbylaw

2. gives members a voice and a vote in the governance of the Capitol Centre's affairs includingthe WKP Kennedy Gallery

3. provides ongoing and essential financial support to the Capitol Centre generally (although duesare not earmarked for the gallery)

Understandably, in light of recent events (especially the elimination of the director/curator position),for many of us this may be a difficult thing to do. Nevertheless, we have considered our options verycarefully, and believe it to be our best approach. We want to clearly demonstrate and foster goodwilltoward the Capitol Centre as a whole while continuing to show our support and the strength of ourcommitment to the gallery as well as our solidarityas an independent group of WKP Kennedy Gallerysupporters.

What about the gallerys donors and sponsors?

We have been reliably informed that private donations and sponsorships are being withheld pending a

resolution of the governance issue and the restoration of the director/curator position. Unlike theCapitol Centre, the gallery has no revenue from ticket sales. Therefore, revenues from the privatesector are as critically important as public sector support. We believe, once resolved, funding willincrease from allsources. The revitalized efforts of a self-governing Kennedy Gallery and its fullyenfranchised membership will ensure it.

What is the status of the Gallery Development Committee?

That's anothermystery.

Despite our enquiries the Capitol Centre has apparently severed all communications. For all we know,the special Gallery Development Committee is underway.

However, the Board of Directors recently sent a message to selectedmembers andnon-membersaddressing the Kennedy Gallery generally and, in particular, the activities of KGF. The message is alsoposted as an important announcement from the board of directors on the home page of the CapitolCentre's website (capitolcentre.org).

The Board's message states that we have declined to participate on the proposed special GalleryDevelopment committee. This simply isn't so.

You may recall from our first newsletter of June 29 that KGF initiatedthe idea of a special committeeto develop and implement a business plan for the gallery. We also stated that as a result of our twomeetings with the Executive Committee and in subsequent communications we were unable to agree onthe Gallery Development Committee's mandate and therefore have been unable to accept the invitation toparticipate.

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We purposely left open the possibility of serving on such a committee. Unanswered emails sent to theExecutive Committee since our first newsletter should have dispelled any doubt.

Why we havent been able to join the Special Committee (so far)

In a nutshell: Because the Board has not yet accepted the fact that operating as a department of the

Capitol Centre is at the root of the gallerys problems, or that the proposed special committee needsfirst to consider the form of self-governance (which does not require severance of formal ties to theCapitol Centre). There are also important technical issues:

1. The special committee's proposed mandate (as determined by the Executive Committee)clearly breaches the Rules; it falls within the assigned function of the standing Gallery AdvisoryCommittee established in the bylaws; KGF has suggested that the special committee's mandatebe amended to: investigate the feasibilityof the WKP Kennedy Gallery attaining the objective ofautonomy (or along similar lines).

2. The special committee should be established by the Board as a committee of the generalmembership and report to the membership, not to the Board, at the next Annual General

Meeting which would decide the organizational question of gallery governance.

In addition, committee members should have strong personal or professional ties with the gallery andbe representative of all stakeholders.

Gallery self-governance and the bottom line

The Capitol Centre Board is extremely wary of Kennedy Gallery self-governance. From itsperspective, it is understandably concerned that a self-governing gallery would encroach on theCapitol Centres municipal operating grant ($314,000 in 2013).

From our perspective, the gallery has been underfunded historically, which has hampered operationsand limited prospects for program expansion and growth. Although unexpected, the elimination of thedirector/curator position has been the most dramatic consequence.

Although the Kennedy Gallery has received substantial operating grants from theOntario Arts Council for more than 20 years, for most municipal public art galleries the largestportion of public-sector funding is from local government. Although the City of North Bay also makesa generous annual operating grant to the Capitol Centre, it does not determine how the funds areallocated.

The Capitol Centre Board claims that the gallery has consistently carried a 10-year average annualdeficit of $20,000 which is then retired at the end of each fiscal year out of its municipal operatinggrant. This is misleading.

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If the $20,000 from the municipal grant had been addedto thegallerys operating budget as revenue, asit should be, it would have consistently reported a balanced budget (which is an OAC requirement) oreven a surplus over the same 10-year period.

Put another way, comparing apples to apples: if the Capitol Centre removedthe Citys annual operatinggrant as revenue from its overall budget, it would have reported a deficit of about $311, 579 in 2012

alone. This, too, is misleading, but illustrates our point that the gallery is in need of a line item in itsown budget for the inclusion of municipal revenue over and above that from the OAC.

How much should the gallery's fair share of the Citys grant be?

In the current impasse, until the dead-lock is broken, the answer is irrelevant.

If we accept the Boards average deficit argument, and the associated reduction in gallery expenses asa result of the elimination of the director/curator position, the reasonable inference is that the Boardsexpectation is that the gallery will pay its own way. There would be no municipal funding.

At the same time, the chairman of the Capitol Centre Board of Directors says We remain committedto the gallerys successful operation.Unfortunately, we are not acquainted with what would appear to bea new model of public art gallery.

We do not accept this. Realistically, we believe it is a question of devising a budgetary formula thatwould establish a consistent level of ongoing municipal support enabling the gallery to operate inaccordance with the best practices of other Ontario public art galleries. The potential synergy of aself-governing WKP Kennedy Gallery working within the Capitol Centre, under the umbrella of theNorth Bay Theatre and Arts Community Centre organization, is enormous.

The time for concerted action has arrivedThere are three types of people in the world: those who make things happen, those who watch

things happen, and those who wonderedwhathappened!Mary Kay Ash

For several months our KGF supporters have been offering many words of encouragement and askinghow they can help. We have counseled patience. The time has now arrived for KGF supporters tomake their opening move. If we act together, and do everything possible, we will make things happen.Please join us.

1)Complete the attached Good Friendof the Capitol Centre Membership Application2)Mail the application (recommended) along with your payment of $20 to the Capitol Centre, OR3)As soon as possible after September 2:

Enrol by calling the Capitol Centre Box Office Deliver the application to the Capitol Centre Open Monday through Friday: 11 am 5 pm

Saturdays 12 pm 4 pm:

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Capitol Centre Box Office/Membership 150 Main Street East North Bay, ON P1B 1A8 Tel. (705) 474.1944 If you will be mailing the application, please do so immediately.4)Please send an email to KGF ( [email protected]) to confirm.

Note: A membership application cannot be made online. We also do not know if there has been an increase in membershipdues since March. Capitol Centre management has not responded to our inquiries.

Thank you.

Bill KennedyJane LiminaDermot Wilson

KGF Steering Committeefacebook.com/kennedygalleryfriends

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mailto:[email protected]:[email protected]

kgf august newsletter: gallery members denied membership rights

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