The Northern Front: Stunde Null

In the aftermath of the most devastating conflict in human history, the epicenter of that conflict, Germany, experienced in 1945 what the Germans called “Stunde Null” – zero hour. It was an expression of the fact that communal life as they’d known it had ended but the society that would replace it was not yet in sight.

In institutional terms, that’s roughly where the Minnesota Orchestra is now. The conflict has ended, but normal life – life not dominated by the detritus of the conflict – is beyond the horizon. So there are lots of questions to be answered.

It’s hardly necessary to say that Emily Hogstad has already written about this. So has Scott Chamberlain in a post focusing on what should happen. Both are worth reading. And management has just announced the torso of a 2013-14 season, so it’s a good time to think about what the future might hold for the Minnesota Orchestra as an institution.

The fundamental fact emerging from the settlement is that the original management/board plan for the labor dispute was a catastrophic failure. Regardless of the extent to which audiences and funders return (and apparently the orchestra’s website crashed under the weight of ticket orders after the season was announced last Thursday), the labor dispute was a disaster. Management didn’t get the cuts that they had insisted they needed, settling for concessions that might well have been achievable without a work stoppage had institutional leaders not regarded negotiations as a prolonged surrender ceremony by the musicians.

Key musicians left, the music director resigned, and every former music director publicly aligned themselves with the musicians – an event unprecedented in our industry’s history. Management spent $13 million to produce a 2012-13 season with not a single concert and the city threatened to take their hall away from them. It’s hard to see how the board could have done much more damage than that.

That’s the backdrop to whatever happens next. There is a lot of damage to repair, most of it below the surface and probably unknown to anyone but the participants. Distrustful donors will not generally make their distrust public, for example – they’ll simply not give. And no one but the donor and the management/board will know who they are, so the size of the problem can only be surmised.

Similar opacity surrounds the planning for the 14/15 season. It’s likely that very few guest artists who were approached gave an unqualified “yes” – how could they when no one could assure them there would be a season, or even an institution that could pay them? And, by this point, many of the most desirable guests artists have made other arrangements.While replacing them may reduce guest artist costs, it will also impact the ability to sell those concerts. I suspect there’s a lot of scrambling going on in the artistic administration department at this point.

Normally orchestras have their seasons fully planned by January, and the subscription brochures ready at the mailing house. It’s hard to see how that’s going to happen on a normal timetable this year. Whether or not that also impacts ticket sales remains to be seen.

But there is good news as well. Everyone hoped that there would be pent-up demand for tickets, but until there were tickets to sell, it was just a hope. Now there’s reason to believe it’s real. The fact that the management brought in-house the programs that the musicians had planned for the remainder of 13/14 was a very good sign; not only were they good programs, but they involved two conductors – Skrowacewski and Vänskä – who might have been considered maestri non grata after having conducted musician-organized concerts during the lockout. The ability of whoever is making decisions to look past that is a very positive indication. The absence of post-conflict public expressions of bitterness or of spiking any footballs is likewise a good sign.

Less encouraging is an overlooked detail of the settlement process. The settlement was announced only after both the orchestra and the board had ratified it, which hints at uncertainty about whether it would be ratified. Such uncertainty is understandable regarding the musicians. But it would have been extremely unusual – possibly unprecedented – had the board not ratified. It is always assumed in orchestra labor negotiations that the board negotiating committee has the authority to make a binding deal, and rarely in news coverage of orchestral labor disputes is board ratification even mentioned. If there was indeed doubt about whether the board would ratify this settlement, that suggests a degree of division on the board about the settlement that is worrisome, especially in terms of the board’s ability to fulfill its side of the bargain.

But unquestionably the most important open question at this point is whether or not Vänskä will return as music director. Graydon Royce of the Minneapolis Star Tribune reported on this issue a couple of weeks ago:

Vänskä was flying from Finland to Israel on Wednesday and could not be reached for comment, but a tantalizing item appeared in the Helsingin Sanomat, Finland’s largest newspaper. In response to Facebook pleas for his return to Minnesota, the conductor reportedly posted: “I’m going to try! But they have to ask me!”

Orchestra management gave no hint of its intentions. “The Board has been entirely focused on coming to a contract settlement with musicians and, with the ink hardly dry on that contract, we will now move to addressing the issue of artistic leadership,” board chair Jon Campbell said in a statement Wednesday.

…It may appear to be a no-brainer that the board should rehire Vänskä as soon as possible. He has many close friends on the board of directors and among musicians.

However, Vänskä never commented publicly on the statements of Campbell and board negotiator Richard Davis last September that “Osmo might have to go” before a settlement could be reached. Those comments surprised several sources outside the board, and some of those same people wonder if Vänskä is willing to come back and work for leaders who may not share his priorities.

“Wondering” is not necessary. I doubt there are any informed observers who believe that Vänskä would return to an institution run by Michael Henson (Campbell and Davis have already announced their departures). The board will have to choose between Henson and Vänskä, and the board is unquestionably aware of that fact. It shouldn’t be a hard call – he’s the only conductor of his stature they can realistically hope to get as music director for a least two seasons, while moving to a structure without a music director would take a long time both to implement and to sell. And conductors have a sense of solidarity with their colleagues, at least in the upper reaches of the profession. It’s hard to imagine any conductor of real stature agreeing to replace Vänskä or to work with Henson. And, of course, there’s no other candidate who has won two Grammys with the Minnesota Orchestra.

The board may already have made that choice, of course. If, as I suspect, there were quiet assurances given the musicians that Henson would be gone, that process would likely take a while to play out. While the musicians would certainly enjoy seeing Henson ridden out of town at high noon (especially today; the wind chill is ferocious up there), they only need him gone. The board will be reluctant to admit that he’s being nudged off the gangplank, especially if he still has supporters on the board, and I’m sure he does. So, if he has been pointed towards the plank, he’s likely also been given some time to arrange a graceful jump.

It’s been interesting how invisible Henson has been since the settlement was announced; he’s all but absent from the news coverage.But the real “tell” will be whether Vänskä returns as music director. Whether or not Henson leaves immediately if that announcement is made, Vänskä returning means Henson leaving. The fact that Vänskä is coming back even as a guest suggests that a large finger is already poised over the toaster’s “eject” button.

There have been some commentary on what should be done in Minnesota to make things better. Most of what I’ve read has focused on changing the governance structure. Scott Chamberlain suggests that a formal change in that structure is what’s needed:

Simply stated, I think we need a new governing structure for the board of the Minnesota Orchestra. …the board’s governing structure changed many times over the last 40 years or so, particularly in the late 1970s, 1990 and 2009. In each case, there was an effort to narrow the governing structure; so that an organization that once had a broad-based membership that elected a board gradually became an organization where the board essentially elected itself. Presumably, these changes were made in an effort to simplify operations and streamline the decision-making process. I will assume, also, these changes were made with the best intentions, to make overall governance easier and more straightforward.

Unfortunately, there were some negative consequences as well.

The problem is that as the governance structure was continually clarified and tightened, any and all checks and balances were eliminated. Soon, it became possible for a small group of individuals to make decisions on behalf of the entire organization with no real mechanism in place to question them. When real concerns were brought forward, there was simply no way to force a dialog.

Perhaps this is “efficient.” Perhaps this seems perfectly normal for those versed in the corporate world

.But the Minnesota Orchestra is not a corporation. It is a non-profit organization. It is a public trust. And therefore it needs a governance structure that better reflects these realities. Too often over the course of this dispute, it felt like the leadership was acting like owners of the Orchestra. To my mind, this is the wrong approach… they are stewards, not owners.

This needs to change. I don’t want to strip valued leaders of their powers, or to disparage the many contributions board members have made over the years, but we need to “un-streamline” the governance structure and add new checks and balances to provide greater transparency and accountability. This doesn’t have to be excessive, and I don’t want a convoluted structure where anyone with a grudge could gum up the decision-making process at will. But what about adding in a review panel, or returning to a membership system where a larger body could vote on matters of serious concern? Or giving an outside agency veto powers in certain situations?

The problem with this analysis is that most orchestral boards are structured in a similar way without producing disaster. It might be that the current structure was a necessary condition to what happened, but it doesn’t appear to have been a sufficient one.

Scott goes on to say:

I propose that audience advocates or other community members be added to the board. And not just an honorary position, but a seat on the executive committee where they can have an actual vote. I advocate for this not just because there should be members of the broader public on the board, but also because I feel that many of the audience advocates who have been involved in the dispute have shown they’ve earned a spot at the table. They have dived into complex issues, galvanized external support and shown a deep dedication to the long-term health of the organization.

In addition, the time has come for musicians to be added to the executive committee as well. I recognize that the current board members are concerned for the Orchestra’s survival. I would argue, however, they are not nearly as committed—personally—to its long-term health as the musicians. The musicians don’t just want it to succeed, they need it to succeed. Since the musicians are already highly invested, why not give them an actual stake in running it? Similarly to audience advocates, they’ve also shown over the course of this dispute that they have the necessary skills to help run the organization and make a positive contribution.

But board members are already supposed to be audience advocates, and, in most orchestras,  fill that role. I’m not sure why adding positions labeled “audience advocates” is going to change anything. As for musicians serving on boards, I’ve played for 30 years in orchestras that had musicians on their boards. And it can be very helpful. But I’m skeptical that the presence of musicians in the Minnesota Orchestra board room would have changed anything. What matters fundamentally is how the board operates, and in particular the relationship of the board leadership to the rest of the board.

I’ve been reading a book from BoardSource that is filled with insights into the governance process (BoardSource describes itself as “the only national organization focused exclusively on nonprofit governance”). (Disclosure:  I learned about BoardSource through its work with the League of American Orchestras, which has enabled its member orchestra trustees to access many BoardSource resources).

The book, Governance as Leadership, describes three models of how boards function; Type I Governing (Fiduciary), Type II Governing (Strategic), and Type III (Generative Thinking). The author’s description of the first is a perfect description of what appears to have happened in Minnesota:

… also central to Type I governing is another construct so familiar that it is hidden in plain sight: the idea of principal-agent accountability. Perhaps more than any other, this unglamorous idea makes capitalism possible. It allows for the duties of owners and managers to be neatly divided, so that an owner (the principal) can hire a manager (the agent) to run the organization… Instead of managing the firm, the principal oversees the agent’s management of a firm, in much the same way that a board oversees a CEO. Though non-profits are ownerless by definition, the parallels to for-profit organizations make the principal-agent construct relevant. Along with the idea of bureaucracy, the principal-agent model continues to animate much of the Type I governing practiced today.

There is a good reason that the basic conventions of the Type I board – a CEO and board meeting in isolation around a table in the organization’s conference room with only an occasional outsider present – are so prevalent. Type I governing see organizations largely as closed systems, free to set and pursue goals without regard to environmental forces. The board looks inward to check for trouble and outward largely for financial purposes…

Many leaders are agents in name only. The Type I board imagines the board and CEO in a principal-agent relationship. But increasingly the chief executive acts as the leader of the organization. Indeed, no one gains entry to society’s pantheon of organizational leaders as an agent… Even in the non-profit sector – ground zero for the mobilization of collective action –  leaders reign more and more. The move away from the dowdy title of “executive director” (an avatar of principal-agent) to “chief executive officer” speaks to a trend… Legendary university presidents like Theodore Hesburgh of Notre Dame and James Conant of Harvard were powerful, rarely challenged leaders. These celebrated chief executives, we suspect, hardly had a self-image as agents of their boards…

Boards are principals mostly in name… Amidst all this admiration for the larger-than-life leader comes the Type I board, wedded to the theory that boards are principals and CEOs are agents. In reality, most Type I boards accept and even promote the idea of chief executive as a heroic leader… If trustees have any qualms about their own importance to the organization, they take comfort in their nominal role as policy maker. Of course, as so often happens, the CEO actually decides what policies to present for the board’s approval. Boards do exercise the power of principals at rare intervals, typically at times of leadership transition or crisis. Much of the rest of the time, boards are merely watching, not directing, the CEO. If too much trouble occurs too often, the board may be compelled to change CEOs. More often, it is powerful agents who direct passive principals.

I suspect the final sentence summarizes the fundamental failure of governance that that led to the longest lockout in American orchestral history. That failure and that passivity, not any deficiency in board structure, is what needs to be fixed.