For every nonprofit there is only one body that has fiduciary responsibility for setting and pursuing mission and ensuring nonprofit compliance and well being: most often referred to as a board of directors or trustees. But I am aware that a number of nonprofits like to find positions for previous board members, program alumni and donors to ensure their continued participation and support. These advisory "groups" sometimes are assigned formal titles, have scheduled meetings and sometimes, because of their status and proximity to either the public or donors, actually wield some power and authority over the board of directors/trustees. Without more information (although the following article is fairly detailed), the authority or power of the Curtis Institute's "board of overseers appears to have become a problem - one large enough to require a disbanding of the group. Long range consequences remain to be seen but clearly the lessons are present for perhaps, why not to create this type of body.
From the Philadelphia Inquirer:
The leadership of the Curtis Institute of Music has dissolved its board of overseers, a high-level think-tank of leaders in classical music, academia, technology, and other sectors that helped staff and trustees set a course for the school.
Curtis’ board of trustees took the action Oct. 17, effective immediately, after what several overseers described as friction between the overseers and the school’s leadership, and upon reviewing a task force’s recommendation to disband the group.
“Deeply disappointed” is the way overseers chairman Lowell J. Noteboom characterized his reaction in an email to other overseers. “I believe the discontinuance of the overseers is a significant loss to Curtis and that the administrative burden could have been managed in ways that would not have required such drastic action. That said, there seemed to be no will to craft a different solution,” he wrote.
In a separate letter to the Curtis board, Noteboom said it had been the recommendation of most members of the ad hoc committee to dismiss the overseers, and that it was the “stated preference” of Curtis president and CEO Roberto Díaz.
Díaz said he had found the overseers “hugely helpful,” but that it was time to change the way the elite music conservatory on Rittenhouse Square sought outside perspectives.
“For me, it’s important that it doesn’t feel like we got tired of them or didn’t appreciate them as helpful,” Díaz said. “That really couldn’t be farther from the truth. It has been a very important group of people to me and the school, and they continue to be. The friction part of it is not a huge part to the decision. Just the format of the meetings became, for any number of reasons, not the right forum.”
The trustees have approved new bylaws “encouraging greater participation” of nontrustees on committees. Although nontrustees already serve on committees, a Curtis spokeswoman said the bylaws now make explicit what had been ambiguous – that nontrustees will have a full vote on committees.
Curtis’ board of overseers had its first meeting in 1997, chaired by Derek Bok, former president of Harvard University and grandson of Curtis founder Mary Louise Curtis Bok Zimbalist. In recent years, the twice-yearly meetings had sometimes grown strained, several overseers said. But tension was interpreted by many as salutary to the overseers’ mission; Curtis thrives on tradition and tight bonds among a small circle, and so outside ideas were sought to put the school in touch with trends in the industry and society that could help prepare students for life after graduation.
“It was a place where you could test ideas, ask questions, and debate things, and it would give you access to the best thinking about the school’s place in the larger world and the role of a conservatory in training students,” said overseer Douglas McLennan, founder and editor of arts news aggregator ArtsJournal.
Input from the overseers – many of whom were Curtis alums – has had an important impact on the school.
“In the last few years, we’ve had discussions on social media, on digital initiatives, the strategic plan,” McLennan said. “The overseers is where the MOOC [free online courses] idea came from.”
In addition to influencing the school itself, the overseers body functioned as an avenue to new trustees – and money. Nina Baroness von Maltzahn was a member of the overseers before becoming board chair. She and her husband have given the school a total of about $70 million. Marguerite Lenfest was a member of the overseers before her husband, H.F. “Gerry” Lenfest, became chairman of Curtis’ board, and the Maltzahns and Lenfests have become some of the largest donors in the school’s history. (Gerry Lenfest is a member of the board of Philadelphia Media Network, owner of the Inquirer and Philly.com.)
Several overseers said the dynamic between the overseers and the school changed after Gerry Lenfest ended his term as board chairman in 2014, and Elizabeth Warshawer stepped down in 2015 as executive vice president, chief operating officer, and chief financial officer. “When Gerry was the chair of the board, he came to the meetings and was curious and interested in the relationships. We all got to know him. He was an amazing person. It changed after he left,” said overseer Sarah Lutman, principal at Lutman & Associates, a St. Paul, Minn.-based consultancy.
“Elizabeth was very adept on lots of fronts,” said Noteboom, a Minneapolis lawyer with extensive involvement with orchestras. “Not everyone will always agree on everything, but Elizabeth could navigate a range of views and help find consensus in her own unique way. That was a strength she had. There were not the same strengths after she left.”
Lenfest said he believed that the individual members of the overseers were representative of great talent and expertise, “but collectively I think it was unfortunate they were called overseers,” he said. “I didn’t think Curtis needed a board of overseers, even though individually they couldn’t have much to offer to the board and management because they are doing so well. I enjoyed being with them because they are leaders as individuals, but again, I really didn’t feel, then or now, that collectively they added much to Curtis. They weren’t really needed. There was a time perhaps when Curtis needed direction from the overseers, but it no longer applies.”
Another voice gone from overseers meeting was a board chair.
Noteboom recalls one recent difference of opinion over the question of diversity. Overseers and administration worked on the “challenges and opportunities” for Curtis around that issue in fall 2015 and spring 2016. “The suggestions that came out of that process were not broadly accepted, and that seems to have been a catalyst for the trustees' forming the ad hoc committee to look at the effectiveness and helpfulness of the overseers," Noteboom said. “The trustees were very clear at that time that they were not interested in focusing additional energy or resources on diversity. There was a collective sense that Curtis was doing what it could and should do in that regard, and that to consider something that was broader and deeper wasn’t within the available resources at Curtis at that time. By the spring of 2016 it became clearer that there was frustration at Curtis with the overseers.”
Curtis leaders say the school will find new ways to engage outside opinions. But will the new ways of incorporating outside views be as valuable as the overseers have been?
“The short and long answer is, nobody knows,” says C. Richard Neu, a member of the ad hoc committee that made the recommendation to the board, and an overseer since 1997. “The most important thing is that there is no diminution of Curtis’ … need or desire for outside input. The danger of an institution, particularly a small one like Curtis, is that it is easy for it to become insular, and that is universally recognized.
"We’ll try this for a few years, and if we are really sorry we lost the body, we can reinstitute it. I think we should view this as something of an experiment to see if we can find a better, less formal mechanism for the outside perspective that Curtis needs.”
Over time, the group of overseers had become larger, and organizing meetings and following up on ideas was taking more staff time. Just as significantly, perhaps, the early board of overseers was steeped in the Curtis tradition. Several were members of the family that founded the school, or alums.
Others, however, argue that something else important has been lost by not looking beyond Curtis’ walls in the way it had for the last two decades.
“It is important to remember that when outside professionals are invited to observe, inform, advise, and support an institution, it is appropriate to expect all aspects of that assistance to be honest, candid, and well-intentioned,” wrote Noteboom in his Oct. 6 letter to trustees. He pointed out that part of the job was to question the status quo, “raise uncomfortable questions,” and encourage change.
“It is also fair to note,” he wrote, “that, occasionally, constructive suggestions and/or criticism will be perceived too narrowly as simply being criticism. That, unfortunately, has also been true at Curtis.”