Theatre Puget Sound Staff Demands Resignation of Entire Board of Directors
Theatre Puget Sound's staff is in the midst of a multi-faceted disagreement with their Board of Directors, which has resulted in a request for the resignation of the entire Board.
The full email - sent from Interim Executive Director Zhenya Lavy to the Board of Directors on Monday, April 17, after the Board's sudden cancellation of a public meeting - is below:
In good faith, we ask you to resign from the TPS Board of Directors. We do this because you have given us reason to have no confidence in your leadership. Since Karen Lane's separation, we have made several attempts to address our many concerns with you through discussion with individuals, the Transition Team, and various other meetings involving Board members, as well as through various written communications. You have elected to continue on a course of action that we cannot support. In the absence of any other pre-existing group that can require Board accountability, it is our duty to do so on behalf of TPS's membership and mission.
Regardless of any good intentions held by individual members, your collective actions have created a continuing state of chaos and an untenable situation for the staff and membership. Collectively, you have failed in the basic duties of care, obligation, and loyalty entrusted to you as the governing body of this organization. You have failed to fulfill your duties of obligation to the organization and its mission, acted outside the scope of your authority, acted in secrecy outside the normal mechanisms of accepted board governance, violated our trust, paid only lip-service to our needs or the needs of our members, and lost credibility with business partners and stakeholders.
Even statements made by current Board Members lend their support to this request for your resignations. We have clearly heard representatives of this Board say just this month that you considered, among other options:
- dissolving the organization
- resigning your posts and letting the ED build a new Board
And the Board President herself has stated on several occasions a fear of being known as "the President who tanked TPS."
We can only conclude from these statements that you also see yourselves as no longer capable of serving effectively as a functional Board of Directors. And we agree that your earlier impulse to resign your posts -- said more than once on April 7 to the Interim ED and later to the full staff -- is the right thing for the preservation of Theatre Puget Sound.
We stand united to inform you that we will not continue working under your governance. Should you reject this request for your resignation, we will discontinue our employment by May 7.
TPS is now paralyzed by an atmosphere of distrust and organizational dysfunction of your collective making and perpetuation, and only a newly constituted Board of Directors working in full trust, transparency, and partnership with an appropriately supported Executive Director and staff can effectively govern the organization going forward.
This request is made solely with the best interest of Theatre Puget Sound, its mission, and its membership in mind. In the Summer of 2016 you set in motion a cascade of substantial organizational actions, the inevitable consequences of which cannot now be disguised or avoided.
TPS cannot function without the current staff, but it can and will function without the existing Board.
To ensure continuity of governance and compliance with TPS's status as a not-for-profit service organization, new prospective Board Members have been vetted and are prepared for appointment immediately. Additionally, we have prepared a comprehensive 3-year plan addressing the three phases of work to come, including
- Board Development and Education to recenter mission and stabilize governance,
- Activation of the Member Advisory Council to better involve the broader membership (through elected representatives) in organization and Board accountability, and
- A search for a new, permanent Executive Director that is carefully and strategically planned so we are recruiting from a position of operational and financial stability, ensuring the best and most inclusive slate of candidates available will want to apply, and placing the new ED into an environment where it is possible for them to succeed.
We have met with members, consultants, major community stakeholders, and legal counsel over the last week and have broad support.
The procedure for your resignations that legal counsel advises as protecting TPS's charitable, non-profit status and allowing this organization to move forward is as follows:
1. Each other member of the Board submits a written notice of resignation, effective immediately, to the current President of the Board, Karen Lund.
2. Karen Lund holds a 1-person meeting. The business of the meeting is to vote -- by unanimous consent -- to elect one of the prospective new Board members from the list vetted by Interim Executive Director Zhenya Lavy. (The specific name will be provided to Karen Lund by Zhenya Lavy upon receipt of confirmation from Karen Lund that the Board will proceed according to this process.)
3. Karen Lund and the newly elected Board member elect the new Board member to serve as the new Board President.
4. Karen Lund submits her resignation to the new Board President.
Finally, in the spirit of transparency, please know that if you do not resign, we have been advised to go public. We would prefer that you take this opportunity to resign quietly. However, we must inform you that a press release is prepared and will be distributed at 5:00 PM tomorrow, Tuesday April 18, should you either not respond to this request before that time or respond saying that you refuse to resign.
If you agree to proceed with resignation as requested, we will expect the full process of transferring governance to the first new Board member as outlined above to be completed swiftly -- preferably the same day.
We look forward to your response.
Catherine Blake Smith
The Board released the following statement in response:
"The Board of TPS learned yesterday of an action by the TPS Interim Director purporting to release Shane Regan. The Board was not consulted prior to this action and has begun efforts to learn the circumstances. The Interim Director has been suspended during this investigation and is no longer acting on behalf of TPS. The Board is in communication with Shane and will be working to maintain his employment with TPS. Further, the Board will continue its already-initiated search for an Executive Director*"
The organization then released details on their Executive Director search, found HERE.
Interim Executive Director Zhenya Lavy told BroadwayWorld in an email that Shane Regan's termination was conducted with the knowledge of the Board after separate conversations with Lavy and the Board secretary and president. Notification was reportedly given to both parties prior to holding the first corrective action meeting.
"Board messaged staff this morning and asked them not to sign the request for resignation," Lavy wrote. "Staff responding that they already signed and stand by their decision."
BroadwayWorld will bring you more information as this complex situation unfolds.
Theatre Puget Sound (TPS) is a leadership and service organization founded in 1997 to advocate for the region's growing theatre community's causes and administer much-needed services. TPS is now the Northwest's premiere arts advocacy and leadership organization, providing programming and services that benefit both the theatre community and the larger regional arts community.