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No Confidence Vs. Full Confidence

On 11/27/2012, the musicians of the Minnesota Orchestra issued a notice that they had unanimously voted No Confidence in Minnesota Orchestral Association (MOA) President and CEO, Michael Henson. Although the measure requires no contractually obligated action on part of the MOA board, it does escalate the tone of an already bitter dispute.

noAlthough the musicians have a long list of reasons to justify their vote of No Confidence, they did not request or suggest any actionable recourse. However, musicians negotiating committee chair, Tim Zavadil, did hint at the potential for getting the stalled negotiations back on track by identifying Henson as the source of trouble.

“Henson is the major obstacle between the Musicians and the Board of Directors working out a new contract,” said Zavadil.

MOA response was swift; the Star Tribune published an article on 11/27/2012 reporting that the board expressed confidence in Henson while simultaneously blasting the musicians recent action.

“Michael Henson is a perfect leader at this challenging time and has the full confidence of our board. This is simply the latest publicity tactic by musicians to avoid addressing the real issue that is facing our organization: a longstanding structural deficit that we need to alleviate. The only obstacle between musicians and board working out a new contract is the musicians’ perplexing refusal to put forward a single contract proposal after nearly eight months of talks. We hope the musicians will soon dispense with these tactics and invest their energies in producing a substantial counterproposal.”

In the same vein of pointing out that the musician vote carries no actionable consequences, it is worth noting that unless the MOA board conducted a similar vote and/or discussion about Henson, Campbell’s assertion that the CEO has the board’s confidence is not verifiable. Barring any such vote or documented discussion, Campbell may have been better suited to rephrase his statement by saying Henson has his full confidence.

The inaccuracy was inadvertently reinforced by the Star Tribune, which included the Headline tag: Board counters with assurance that Michael Henson has its “full confidence.” To be more precise, the board chair countered with assurance that he believed the board had confidence in Henson.

Although this point may seem heavy on semantics, it is perhaps useful to remember that as tensions rise, words carry greater meaning; even if they are, at times, delivered through the filter of intense emotion.

A Broader Perspective On The Bargaining Process

It’s worth pointing out that Campbell’s recent quote used the opportunity to drive home a talking point the MOA has been using since the dispute went public: the absence of a musician counterproposal.

For those not familiar with the collective bargaining process as it exists in the field of professional orchestras, it is worth pointing out that it is not unusual, although not the dominant method, for an entire negotiation to unfold without the employees ever submitting a formal, written proposal or counterproposal.

Instead, both parties begin hashing out specific details one article at a time using the existing agreement or the employer’s initial proposal as a point of reference. During meetings, both sides take notes and any mutually agreed upon points are usually written down and cross checked before the end of the session.

As the end of the bargaining cycle approaches, it is normal for any sticking points to be worked out sans stakeholders in a one-to-one setting between the respective negotiators (which are usually, but not always, the designated legal counsel).

Throughout the course of the dispute, neither the MOA nor the musicians have made any indication that these sorts of discussions have transpired over the course of bargaining. Consequently, Campbell’s assertions that the musicians’ recent action is a deflection tactic may not seem overly compelling without any evidence to support or refute whether meaningful bargaining on a per item basis has transpired since the onset of negotiations.

In response to Campbell’s allegations, the musicians have claimed that the MOA continuously refuses to provide necessary documentation to provide substantive written offers; perhaps unsurprising, the MOA dismisses that counter assertion as inaccurate.

Read the musician rationale for voting no confidence in President and CEO, Michael Henson.

  • Misleading the Minnesota Legislature about the orchestra’s finances during his testimony in favor of the orchestra’s bonding request.
  • The revelations in the Star Tribune story of Monday, November 26th that Henson’s strategy to show large deficits at the time of labor negotiations, but illustrating how he led the organization in showing “balanced” budgets when requesting state bonding funds.
  • Changing the Minnesota Orchestra’s Mission Statement without including Musicians in the process and removing the word “orchestra” from the new mission statement.
  • The lack of growth of the endowment fund since Henson’s tenure began.
  • Failing to act in the transparent manner that is expected of Minnesota cultural and civic institutions. For example, the Minnesota Orchestra does not receive a top score at CharityNavigator.org because management does not make audited financials or Form 990 available on the orchestra’s website.
  • Henson’s inability to take advantage of the artistic recognition of Music Director Osmo Vanska and the musicians of the Orchestra to grow the local audience.
  • Jeopardizing future recording and international tours by locking out the Musicians when the artistic reputation of the Orchestra is at his highest point.

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20 Responses to No Confidence Vs. Full Confidence

  1. Andrew Patner November 29, 2012 at 2:16 am #

    Does this vainglorious man now what an orchestra is? What a musician is? What music is? How sad that he has been given, even temporarily, the position of a spokesman and representing of the good people of Minneqpolis, Minnesota has long been a bipolar state. How sad that this man and his board have such influence over an institution that had helped to build its international cultural respiration.

  2. Andrew Patner November 29, 2012 at 2:18 am #

    know* representative* reputation*. Sigh.

  3. Sarah November 29, 2012 at 7:50 am #

    Meanwhile the SPCO board is being VERRRRRYYYYYYY quiet . . . .

    • Laura Weber November 29, 2012 at 1:33 pm #

      I have been wondering about what is happening at SPCO as well.

  4. Sarah November 29, 2012 at 7:53 am #

    Oh, and it appears that Mr. Campbell was the finance chair for four years before becoming board chair, so his fate is inextricably twined with that of Mr. Henson (per comment by Terry at Song of the Lark blog).

  5. Brian Brown November 29, 2012 at 8:30 am #

    How can they offer a written counter proposal to the MOA’s “red line agreement”? Management’s proposal has all but eviscerated the current CBA and replaced it with what appears to be a unilateral imposition of unacceptable terms. Management’s claim that the players have refused to offer a written counter proposal is tantamount to saying, “OK, we re-wrote the contract to reflect our own interests, so we can’t continue until you write your own and show it to us.” Without the financial information that the players have requested from the MOA, there’s not enough information upon which to base an entirely new contract, so the only viable counter-proposal would be the existing agreement!

  6. Frank Almond November 29, 2012 at 9:06 am #

    The musicians of the MN orchestra have every reason to mistrust any financial numbers from the MOA, especially after the revelations in Graydon Royce’s piece a few days ago. My understanding is that the MOA has refused any independent audit of its finances and will not agree to arbitration, so it is unsurprising that there has been no counteroffer from the players. The no confidence vote was significant even if it isn’t binding; maybe it’ll wake up some Board members to what’s actually happening.

  7. Mary Schaefle November 29, 2012 at 11:05 am #

    To be fair to management, the Orchestra does an independent audit each year (requirement under MN nonprofit law). Larson Allen is one of the best firms in the area. I could go on about what an audit is and isn’t, but that’s probably not helpful. It’s also true that there are financial challenges in today’s economy.

    What I’m questioning are the business decisions of the Board – for example how does the new mission statement (sans the word orchestra) translate to programming? Will it raise the revenue they project? How do they propose to retain their musical reputation with a contract that is so drastically changed? The draw from the endowment has not all gone to current operations. Where and for what purpose are those additional funds being spent?

    A different kind of review/analysis is needed, not an audit
    I believe the core problem is the business model – only fair to declare my assumption.

  8. Amy Adams November 29, 2012 at 1:21 pm #

    Mary, may I ask…when is the independent audit normally scheduled? If it hasn’t happened since negotiations started, then the musicians are being asked to proceed in the dark, as they claim.

  9. Frank Almond November 29, 2012 at 2:10 pm #

    Here are some other reasons an audit unfunded by the MOA might be good about now:
    http://songofthelark.wordpress.com/2012/11/10/what-we-know-about-minnesota-orchestras-finances-and-what-we-dont-part-i/
    A long read but worth it, and the comments are also worth looking at.

  10. Mary Schaefle November 29, 2012 at 3:51 pm #

    Amy, The audit happens at the end of the fiscal year, so 2011-12 results will be presented at the annual meeting.

    Frank – I was the author of the post you linked above. Glad to hear you thought the read was worth it. Please read my second post on Emily’s blog where I move towards the recommendation of the business model. It includes a note at the end about updates to part I. http://songofthelark.wordpress.com/2012/11/16/what-we-know-about-minnesota-orchestras-finances-and-what-we-dont-part-ii/
    That’s what happens when you do something as a series, but haven’t finished all your analysis. Lesson learned.

    Drew, I had tons of respect for your work before and it grows as I try to do this as an “amateur.”

    • Drew McManus November 29, 2012 at 4:02 pm #

      Thank you Mary, that’s very kind of you to say. there’s decidedly a life long learning curve.

    • Song of the Lark November 29, 2012 at 4:35 pm #

      Mary, do you know when the FY2011-12 990s might be made available to the public? I was curious what kind of a lag time there’d be between presentation at an annual meeting and, say, the forms being made available on Guidestar. For anyone keeping track at home, in the past, the annual meetings in Minnesota occur in very early December. So we should be hearing within the next week or two about the annual meeting. Also, I just update Part I to include a link to Part II. A little embarrassed I didn’t do that before now, yikes.

      Amy, the musicians claim that there should be audit reports to share that they haven’t yet shared… http://www.minnesotaorchestramusicians.org/?page_id=3564

      For anyone seeking to understand more fully what financial information the musicians are seeking… They go into quite a bit of detail here. http://www.minnesotaorchestramusicians.org/?page_id=3578

      • Drew McManus November 29, 2012 at 4:52 pm #

        Orchestras must make public inspection copies of their 990 available at the time it is sent to the IRS. generally, an orchestra’s fiscal year ends late enough that most organisational file for extensions. You’ll notice the date stamp on the first page for most of the MOA 990s in the file I made available the other day. That’s the time frame you can reasonably expect future documents to be made available.

        The filing extension does produces a natural delay in the cycle of making 990s available but you can obtain the 990 much sooner by making a direct request to the institution either in person at the offices or submitting a written request.

        In person requests must be replied to in the same day and written requests within 30 days. I suggest submitting some form of certified delivery or return receipt for digital requests (and follow up with a phone call).

        Organizations are allowed to charge for photocopying expenses but most maintain pdf versions.

        There’s a terrific set of guidelines compiled by the Alliance for Justice and written by Liz Towne and Shannon Garrett, you can download a copy of the pamphlet here: http://www.adaptistration.com/wp-content/uploads/Give-Me-Your-990-1.pdf

  11. Frank Almond November 29, 2012 at 4:52 pm #

    Hi Mary,
    Yes, I knew you wrote it which was why I thought others might be interested here- I should’ve made that clear when I put up the link. Emily’s links above are also essential for a broader perspective.

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