ArtsWest Playhouse and GalleryPolicy Governance Document
Revised March 28, 2016
Table of Contents
Global Policies
GP-1Governance Commitment - Governance
Mission/Values
GP-2Governing Style - Governance
GP-3Board Job Description - Governance
GP-4Annual Expectations of Members /Commitment Letter - Governance
GP-5Board Member’s code of conduct - Governance
Purpose of a Board member
Conflict of interest
No individual authority
Public Spokesperson
Confidentiality
GP-6Seating new Board members - Governance
GP-7 Selecting Officers/ Annual Meeting - Governance
GP-8Roles of Officers - Governance
GP-9Board Meeting Agenda - Executive Committee
Development of the meeting agenda
Use of Consent Agenda
GP-10Conduct during Board Meetings - Governance
Discussion of motions
Voting Practices
Closed Session
GP-11Handling requests or complaints - Governance
GP-12Annual board plan - Executive Committee
GP-13Board committee structure - Governance
GP-14Board Committee Principles - Governance
GP-15Special meetings and Board action without a meeting - Governance
Special Meetings
Action by Board without a Meeting
Board and Management Policies
B/MD-1Global Governance/Management connection - Governance
B/MD-2Unity of control - Governance
B/MD-3Delegation to the Managing & Artistic Director - Governance
B/MD-4Monitoring Managing/Artistic Director performance - Governance
B/MD-5Managing and Artistic Directors evaluation- Executive Committee
Executive Limitations (EL Policies)
EL-1Global limitation - Governance
EL-2Treatment of customers - Executive Committee
EL-3Treatment of staff & volunteer staff & volunteers - Human Resources
EL-4Financial planning/budgeting - Finance
EL-5Asset protection - Finance/ Facilities
EL-6Working capital - Finance
EL-7Managing & Artistic Director succession plan - Executive Committee
EL-8Compensation and benefits - Human Resources
EL-9Communication and support to the Board - Executive Committee
Ends Policies
Ends #1Artist support - Governance
Ends #2Linkage - Governance
Ends #3 Education and Youth - Governance
Ends #4 Participants and Audiences - Governance
Attachments: Additional Policies
Attach: AConflict of interest policy and procedures - Governance / Finance
Attach: BDocument Retention Policy & Procedures - Legal / MD
Attach: CWhistleblower policy and procedures - Legal
Attach: DFormat for MD/ADs evaluation report. - Executive Committee/HR
Attach: EConduct regarding minors - Human Resources
Attach: FGift Acceptance Policy - Finance
Attach: G Policy Monitoring Schedule (Rev 1.26.16) - Human Resources
Global Policies
GP-1Governance Commitment- Governance
The Artswest Board of Directors (the Board) exists to further the mission of the organization through the responsible stewardship of the communities’ investment in the organization. The Board holds itself accountable by ensuring all actions it takes are consistent with the Board’s policies and bylaws.
Mission/Values
Mission: ArtsWest produces artistic events that provoke conversation, incite the imagination and use live theater as a powerful agent of change.”
Vision: ArtsWest will be nationally known for high quality, cutting edge visual and performing arts; a place where stimulating, engaging and thought-provoking material is made accessible to a diverse population of artists and patrons.
Values: ArtsWest is dedicated to creating an inclusive atmosphere of openness, transparency, honesty and respect. We offer our artists, volunteers, patrons and staff a place to explore and grow that is safe, supportive, and financially stable.
GP-2Governing Style - Governance
Based on the values and procedures of the organization, subject to any limitations under the Bylaws or otherwise, the Board is a body of the whole where each voting-member has a voice and a vote, and access to information regarding issues and decisions made in the name of the Board as a whole.
The Board is to govern lawfully with emphasis on (a) outward, future focused vision, (b) encouraging open discussion and diversity in viewpoints, (c) strategic leadership, (d) respect for the directors’ roles, and (e) collective rather than individual decisions. The organization values diversity in the Board whether it is in the form of talents, backgrounds, perspectives, or beliefs. Diversity is considered to be essential to the strength of the Board as a whole.
The board will act in an ethical manner in accordance with the Ethics Policy.
Continual Board development will include orientation of new Board members on the work of the organization as well as the Board’s governance process and periodic Board discussion of process improvement.
The Board will monitor and discuss the Board’s process and performance at each meeting and will also conduct aperiodicself-assessment no less than every three years.
GP-3Board Job Description - Governance
The Board will govern based on the policies contained in this Policy Governance Document and in accordance with the bylaws. These policies will address the following:
Ends: Organizational products, impacts, benefits, outcomes, recipients, and their relative worth (what benefits for which recipients at what cost or priority).
Managing Limitations: These are the constraints on managing the authority of the Managing Director and Artistic Director in order to establish the prudent and ethical boundaries within which all managing activity and decisions must take place.
Governance Process: Specifics of how the Board conceives, carries out, and monitors its own task.
Board/Managing & Artistic Directors Relations: How authority is delegated and its proper use monitored; the Managing and Artistic Directors’ role, authority and accountability.
Relationships with Owners:
The Board is directly responsible for creating and maintaining relationships (linkage) between the owners and the organization.
“Owners” are those who have an interest in the continued existence of the organization. For ArtsWest this includesmembers of the business community, individual and institutional funders, season ticket holders and other audience members, and artists, actors and other cultural workers engaged in the theater, gallery or education & outreach programs.
- Through these relationships the Board learns what it needs to know to govern the organization.
- The Board creates and maintains these relationships through its annual linkage work plan which includes representing ArtsWest at local and regional organizations which share an interest in the arts and the community.
GP-4Annual Expectations of Members /Commitment Letter - Governance
Board members are expected to fulfill the following commitments:
1.Individual Support: Each Director will personally commit to either a minimum annual Board gift of $1,500 each year or a gift significant by their means. Each board member will work with staff to raise $5,000/year on average by being involved with our fundraising campaigns.
2. Fundraising Activities: In addition, each Director is expected to purchase two tickets to ArtsWest’s annual gala, host or co-host a table, and make a meaningfulcontribution in the event the organization launches aformal Capital Campaign.
3. Board Meetings: Each Director is expected to make his/her best effort to attend scheduled Board meetings. Generally, there are ten monthly Board meetings a year; a meeting calendar is produced annually.
4. Audience development support: Each Director is expected to purchase two seats for the full ArtsWest season, attend each ArtsWest production in the first week of the run, and attend summer Education productions, and invite or encourage others to attend. Directors are encouraged to attend Gallery exhibition openings.
5. Committees: Each Director will be engaged deeply via their work and participation on one or more committees during the year.
6. Training: Directors are encouraged to take advantage of training provided by ArtsFund, Seattle Works, United Way, or the equivalent. Officers are required to do so absent other relevant training or experience.
7. Resource Assistance: Each Director will commit to undertake one or more activities to help ArtsWest achieve its mission. These may include: providing marketing or promotional assistance, helping ArtsWest expand its artistic learning initiatives (currently: Art Walk, Artist Talk, On Stage and various Education programming), working on long-range planning, assisting the production department with meals and other needs during tech weeks, or helping to identify pro-bono sources for goods and services, among other areas.
On occasion a Board member may experience difficulty in meeting the terms of their agreement. He/she, or the chair of the Governance Committee or a member of the Executive Committee, may initiate a conversation leading to:
- Adjustment to terms that are acceptable to both
- Taking a leave of absence
- Resignation or removal of the Board
GP-5Board Member’s code of conduct - Governance
ABoard member shall perform the duties of a director, including the duties as a member of any committee of the Board upon which the director may serve, in good faith, in a manner such director believes to be in the best interest of the corporation, and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances”
Purpose of a Board member
Board members are elected as voting members to carry out ownership linkage, develop policies governing ArtsWest, and to monitor the finances of the organization, its programs, and its overall performance.
The Board commits itself, its members and the whole organization to ethical, businesslike and lawful conduct, including proper use of authority and appropriate decorum.
Conflict of interest
Members must have loyalty to the overall organization, un-conflicted by loyalties to staff, other organizations, and/or any personal interest as a consumer. When a conflict is identified, the member must follow the conflict of interest reporting procedure detailed in the attachment. Each Board member will sign the conflict of interest declaration form annually.
Members must avoid conflicts of interest with respect to their fiduciary responsibility.
There will be no self-dealing or business by a member with the organization without Board approval. Members will annually disclose their involvements with other organizations, with vendors, or any associations that are seen or might reasonably be seen as being a conflict.
Board members will not use their Board position to obtain employment in the organization for themselves, family members or close associates. Should a Board member apply for employment, he or she must first resign from the Board.
No individual authority
Board members may not attempt to exercise individual authority over the organization.
Members' interaction with the Managing Director, Artistic Director or with staff must recognize the lack of authority vested in individuals except when explicitly Board authorized.
Members are not authorized to make a commitment on behalf of the Board or the organization unless directed to do so by the Board.
Public Spokesperson
Board members' interaction with public, press or other entities must recognize the same limitations and are prohibited from speaking on behalf of theBoard except to repeat explicitly stated Board decisions.
The Managing Director will be the official spokesperson for ArtsWest with the media, except that the Board may designate or the Managing Director may request that the Artistic Director, Board president or other Board member act as spokesperson, when appropriate. All Board members who receive calls from the media should direct them to the designated spokesperson immediately.
Negative statements related to ArtsWest’s performances, programs, staff, and volunteers shall be limited to Board meetings. Issues of Managing and Artistic Directors performance shall be discussed individually with the Managing or Artistic Director or at Board meetings. The substance of these discussions shall remain confidential.
Confidentiality
Members will respect the confidentiality appropriate to issues of a sensitive nature.
Members of the Board are expected to: communicate openly, honestly and respectfully; collaborate on fulfilling ArtsWest's mission and vision with our value; be accountable to each other and to our promises; maintain a safe environment that fosters discussion;articulate a clear vision for the future and work towards itincluding supporting the development and execution of the strategic plan. It is expected that Board members come to meetings prepared, raise issues, concerns and challenges with respect and compassion; acknowledge and support Board decisions. Board Members are to maintain confidentiality and work towards a common message to share with the public and constituents.
GP-6Seating new Board members - Governance
If a candidate is interested, he or she will be asked to submit a resume and complete a Board application. A member of the Governance Committee, the Managing Director and one other Board member, if desired, will meet with the potential candidates for Board membership. They will be required to attend a Board meeting as an observer. A vote on the membership may occur at or following that meeting. The by-laws of the organization provide the minimum and maximum number of directors. The Board may elect directors at any meeting of the Board.
The Governance Committee has developed a documented process for seating new Board members.
Version 15 March, 28 2016
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Version 15 March, 28 2016
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GP-7Selecting Officers/ Annual Meeting - Governance
The officers of the organization shall be selected from and elected each year by the Board at the June meeting of the Board, or any regular meeting in lieu thereof. Unless an officer dies, resigns, or is removed from office, he or she shall hold the office thru to the end of August. If a member of the Board reaches the end of their term of service, during a term of service as an officer, their term shall be extended to coincide with the end of service as an officer of the Corporation.
The timeline for appointing new officers:
- A call for interest for officers will be announced in March.
- The Governance Committee will review candidates in April Governance meeting
- The Governance committee will propose a slate of officers prior to the May Board meeting in order to identify any objections to the slate of officers and give any member the opportunity to put their name forward for office.
- The vote will be held by proxy or no later than the June meeting
GP-8Roles of Officers - Governance
Number and Qualifications
The officers of the organization shall be a President or co-Presidents, one or more vice Presidents, a Secretary and a Treasurer, each of whom shall be elected by the Board. The roles of these positions are defined in the bylaws.
GP-9Board Meeting Agenda - Executive Committee
The regular meeting agenda is formatted to include a consent agenda, discussion items, action items and information items.
Any request for information or questions about any agenda item should be made, if possible, at least one business day prior to the scheduled meeting to the Board president.
Development of the meeting agenda
The president, working with the executive committee, in concert with the Managing Director shall develop the Board meeting agenda.
Use of Consent Agenda
Routine items that require no discussion will be placed on the consent agenda. Examples of the items that may be placed on the consent agenda are:
- Routine financial information or updates.
- Minutes of regular committee reports or special Board meetings
- Results of monitoring reports or other analysis
Any member wishing to discuss an item on the consent agenda may ask that that item be pulled from the consent agenda and placed on the regular agenda so that there can be a full discussion of the item.
A Board member may submit a request to the Board president to have an item considered for placement on the agenda. The president shall ensure that all items requested by Board members will be placed on an agenda at the next Board meeting or, if this is not possible, within two regular meetings.
GP-10Conduct during Board Meetings - Governance
Rules of procedure at meetings of the Board and committees of the Board shall be rules contained in Robert's Rules of Order, newly revised, so far as applicable and when not inconsistent with these policies, the Bylaws, the Articles of Incorporation or any resolution of the Board.
Board members are expected to abide by the terms of the team agreement referenced in GP5.
Discussion of motions
All discussion shall be directed solely to the business under deliberation.
The Board president has the responsibility to keep the discussion to the motion at hand and shall halt discussion that does not apply to the business before the Board.
Voting Practices
The voting process will follow Robert’s Rules of Order.
A formal vote will be taken on any items identified on the agenda as ”for decision” or “action” and any other items where the president, the Managing or Artistic Director, or a Board member requests a vote be taken.
All Directors shall have the right to discuss agenda items, to make motions and resolutions, and vote on all matters coming before the Board. However, no member should vote on a motion in which he or she has a direct personal or pecuniary interest. In such cases, the conflict of interest policy shall be followed. Dissenting and abstaining votes shall be recorded in the minutes of the Board meeting.
Closed Session
The Board will act in closed session whenever the subject of the discussion is highly confidential or sensitive. The Board shall have the option of asking staff as well as any observers to leave the meeting area during a closed session.
GP-11Handling requests or complaints - Governance
Should a board member receive a request or complaint from a volunteer, patron or employee (other than the Managing Director or Artistic Director) they will use these guidelines.
- The Board member should hear the request/complaint for general understanding of persons involved, date and place.
- If necessary, repeat problem back to confirm understanding.
- Suggest that the request or concern be communicated directly to the appropriate staff member or Managing Director. (If the complaint is about one of the Directors, direct the person to the Board president).
- The Board member should exercise caution when expressing their opinion, being careful to not provide direction on behalf of the organization and, when applicable, clarify that they are not speaking for the Board.
- If further information or action is deemed necessary the Board member will forward the request/complaint to the Managing Director to address.
- Board members will follow the whistleblower policy and procedures as detailed in the personnel policy any whistleblower complaint should be referred to the president or in the instance where it involves the president, to any member of the executive committee for appropriate action and resolution.
GP-12Annual board plan - Executive Committee