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 Centre to amend its bylaws to rectify what appears to have been an oversight in the process of creating a special category of membership for the WKP Kennedy Gallery. The reason for the new category was to give the standing Gallery Advisory Committee the ability to identify and communicate with gallery supporters 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 and Arts Community Centre (TACC), the Capitol Centre's corporate organization, of which the Kennedy Gallery is a department. The consequence of this oversight is that Kennedy Gallery Members have no voting or other membership rights in the Capitol Centre, even though many have been paying membership dues for years.

The Solution
The reasonable solution would be for the Board to amend the bylaw immediately (which it is empowered to do) by inserting the words Kennedy Gallery Members into the article in the bylaw which currently denes membership as:

3.05 Any person or persons who donate nancially, 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 or general meeting of the members

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Even though the Boards Executive Committee has conceded that there is no dispute, and Kennedy Gallery Members would not deliberately have deprived themselves of membership, it has nevertheless declined our urgent requests to pass the amendment now, promising instead only to refer the matter to the proposed special Gallery Development Committee. In accordance with the Rules, the matter would rst have to be referred to the standing Membership Committee (which representatives of KGF would be willing to join) which would then make its recommendations to the Board. We believe membership is a fundamental issue which needs no further deliberation. Under the current organizational structure, Kennedy Gallery Members should be entitled to an equal voice in the governance 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 ratied (approved) at the next Annual General Meeting in March 2014. This is true. However, ratication is a formality, and once a bylaw is passed by the Board it becomes effective immediately. We cannot imagine any circumstances in which an amendment granting Kennedy Gallery Members equal membership in the Capitol Centre would be rejected at the AGM.

Capitol Centre Membership

We recently requested and have received a list of active members of the North Bay Theatre and Arts Community (Capitol Centre). There are only about 140 members in total. However, Kennedy Gallery Members do not appear on the list even though we requested they be included. In our request we 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 become Good Friends of the Capitol Centre as described in the above bylaw. In doing so, it accomplishes three important things:

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1. confers membership in the North Bay Theatre and Arts Community Centre (Capitol Centre) under the existing bylaw 2. gives members a voice and a vote in the governance of the Capitol Centre's affairs including the WKP Kennedy Gallery 3. provides ongoing and essential nancial support to the Capitol Centre generally (although dues are 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 difcult thing to do. Nevertheless, we have considered our options very carefully, and believe it to be our best approach. We want to clearly demonstrate and foster goodwill toward the Capitol Centre as a whole while continuing to show our support and the strength of our commitment to the gallery as well as our solidarity as an independent group of WKP Kennedy Gallery supporters.

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 the Capitol Centre, the gallery has no revenue from ticket sales. Therefore, revenues from the private sector are as critically important as public sector support. We believe, once resolved, funding will increase from all sources. The revitalized efforts of a self-governing Kennedy Gallery and its fully enfranchised membership will ensure it.

What is the status of the Gallery Development Committee?

That's another mystery. 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 selected members and non-members addressing the Kennedy Gallery generally and, in particular, the activities of KGF. The message is also posted as an important announcement from the board of directors on the home page of the Capitol Centre's website (capitolcentre.org). The Board's message states that we have declined to participate on the proposed special Gallery Development committee. This simply isn't so. You may recall from our rst newsletter of June 29 that KGF initiated the idea of a special committee to develop and implement a business plan for the gallery. We also stated that as a result of our two meetings with the Executive Committee and in subsequent communications we were unable to agree on the Gallery Development Committee's mandate and therefore have been unable to accept the invitation to participate.

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We purposely left open the possibility of serving on such a committee. Unanswered emails sent to the Executive Committee since our rst 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 needs rst to consider the form of self-governance (which does not require severance of formal ties to the Capitol 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 Advisory Committee established in the bylaws; KGF has suggested that the special committee's mandate be amended to: investigate the feasibility of the WKP Kennedy Gallery attaining the objective of autonomy (or along similar lines). 2. The special committee should be established by the Board as a committee of the general membership 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 and be representative of all stakeholders.

Gallery self-governance and the bottom line

The Capitol Centre Board is extremely wary of Kennedy Gallery self-governance. From its perspective, it is understandably concerned that a self-governing gallery would encroach on the Capitol Centres municipal operating grant ($314,000 in 2013). From our perspective, the gallery has been underfunded historically, which has hampered operations and limited prospects for program expansion and growth. Although unexpected, the elimination of the director/curator position has been the most dramatic consequence. Although the Kennedy Gallery has received substantial operating grants from the Ontario Arts Council for more than 20 years, for most municipal public art galleries the largest portion of public-sector funding is from local government. Although the City of North Bay also makes a generous annual operating grant to the Capitol Centre, it does not determine how the funds are allocated. The Capitol Centre Board claims that the gallery has consistently carried a 10-year average annual decit of $20,000 which is then retired at the end of each scal year out of its municipal operating grant. This is misleading.

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If the $20,000 from the municipal grant had been added to the gallerys operating budget as revenue, as it should be, it would have consistently reported a balanced budget (which is an OAC requirement) or even a surplus over the same 10-year period. Put another way, comparing apples to apples: if the Capitol Centre removed the Citys annual operating grant as revenue from its overall budget, it would have reported a decit 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 its own 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 decit argument, and the associated reduction in gallery expenses as a result of the elimination of the director/curator position, the reasonable inference is that the Boards expectation 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 committed to the gallerys successful operation. Unfortunately, we are not acquainted with what would appear to be a new model of public art gallery. We do not accept this. Realistically, we believe it is a question of devising a budgetary formula that would establish a consistent level of ongoing municipal support enabling the gallery to operate in accordance with the best practices of other Ontario public art galleries. The potential synergy of a self-governing WKP Kennedy Gallery working within the Capitol Centre, under the umbrella of the North Bay Theatre and Arts Community Centre organization, is enormous.

The time for concerted action has arrived

There are three types of people in the world: those who make things happen, those who watch things happen, and those who wondered what happened! Mary Kay Ash
For several months our KGF supporters have been offering many words of encouragement and asking how they can help. We have counseled patience. The time has now arrived for KGF supporters to make their opening move. If we act together, and do everything possible, we will make things happen. Please join us. 1)Complete the attached Good Friend of the Capitol Centre Membership Application 2)Mail the application (recommended) along with your payment of $20 to the Capitol Centre, OR 3)As soon as possible after September 2: Enrol by calling the Capitol Centre Box Ofce 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 Ofce/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 ( wkpkennedy@gmail.com) to conrm.

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

Thank you. Bill Kennedy Jane Limina Dermot Wilson KGF Steering Committee facebook.com/kennedygalleryfriends

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