By Pepper Parr
July 25th, 2018
BURLINGTON, ON
There is a lot of buzz, a lot of questions and very few answers on what appears to be a major mess at the Sound of Music Board of Directors level.
The Board recently dismissed Dave Miller as the Executive Director. These things happen,
However, in this situation there hasn’t been a word from the Board and there are a lot of questions from the 500+ volunteers – the people who serve on the 21 committees that make the Festival happen every year.
The Gazette has learned that the board in place now is not elected by the member of the Sound of Music.
More surprising – the Sound of Music doesn’t actually have a membership other than the directors who elect themselves.
When Walk Off the Earth is on the stage Spencer Smith park is packed.
It does have a $2 million dollar budget and consistently wins awards for the quality of the annual event.
In most not for profit corporations the Executive Director attends all the Board meetings – and Miller did attend the Board meetings – but he wasn’t permitted to stay for all of the meeting. He would deliver his report and then be asked to leave.
The Gazette has learned that the music selection, that is the bands that play at the event are not chosen by the Executive Director.
Many have complained about the quality of the bands in the recent past.
We are advised that the Board has hired a company to do the band selection for them in the future and that the company they have hired is owned or operated by a former Board member.
Anywhere else that would be called a conflict of interest.
The city of Burlington gives the Festival a significant grant every year, the province of Ontario also gives a substantial grant. The sponsors come up with an additional $400,000 + each year.
It is the 500 volunteers that make the Sound of Music actually take place – and right now they are not happy campers.
The Gazette has reached out to Peter Martin President of the Sound of Music as well as the Corporate Secretary. No response so far.
The Board appears to have taken the route that less sophisticated corporate officers take; duck, say nothing and hope that it will go away.
When there is a real story it eventually comes out.
The Gazette reached out to the Mayor – no response there either.
We have heard from a number of volunteers who are not happy campers.
We asked several of the candidates for public office and got the following responses:
Ward 2 candidate Roland Tanner
Ward 2 candidate Roland Tanner said: “The Burlington Sound of Music is an independent not-for-profit corporation. As such, its internal staff appointments are not a matter for the City of Burlington and it would be unhelpful for me as a candidate to pass comment on recent changes at this time. I look forward to hearing the Sound of Music’s plans for continued success as they approach their 40th anniversary.”
Ward 4 candidate Shawna Stolte
Ward 5 candidate Shawna Stolte: “As a Ward 4 Candidate I am disturbed about the secrecy and lack of information coming forward from an organization that has received millions of dollars of funding from the taxpayers of Burlington over the past 40 years.
I understand that there is likely legal reasons for not fully disclosing the details of the strife between the Sound of Music Board of Directors and the Executive but I do believe that some explanation is warranted and appropriate.
What disturbs me even more is the apparent lack of transparency and respect given to the hundreds of volunteers that make the Sound of Music Festival the success that it is.
The SOM is the keystone of Burlington’s summer festival season and these volunteers donate thousands of hours of their precious time from their work, family and leisure lives because they believe in the spirit of music and community that the Sound of Music Festival brings to the city. They deserve a better explanation as to what is going on.
The SOM is in crisis and at a crossroads. All organizations go through periods of distress, particularly when senior management are not on the same page, but I’m not convinced that the future of this event that is so critical to the cultural and economic prosperity of our city should be left in the hands of a clearly struggling organization.
Councillor Marianne Meed Ward is a candidate for Mayor.
Candidate for Mayor Mike Wallace with his recent Order of the Rising Sun medals.
Mike Wallace a former member of city council as well as a MP for Burlington said today that: “The Sound of Music festival is an important community event not only for Burlington residents but vital to attracting visitors and building the Burlington brand across Ontario. It is an important part of our culture and our economy.
“As a former board member of the organization, I appreciate the challenges of organizing and managing this fantastic festival with a complex mix of paid and volunteer staff. I welcome the opportunity to help the organization resolve any of the challenges it is facing, in any way I can.”
Ward 2 Councillor and candidate for the office of Mayor Marianne Meed Ward said: “The news was a shock. This must be difficult for everyone involved.
Legitimate questions have been raised around board governance which deserve a response. I encourage the board to be open and transparent with the community, while protecting personal privacy and confidentiality.
I thank Dave Miller and all the volunteers, past and present, who have given generously of their time to make this a great event for our community. We all want the event to be successful.
Ward 1 city council candidate Vince Fiorito
Ward 1 candidate Vince Fiorito said: “Since the SOM festival generates about $10M in local economic activity, attracts tourists, contributes significantly to Burlington’s strategic direction of an “Engaging City” and the City of Burlington (CoB) is a significant source of SOM funding, The City of Burlington is an important SOM stakeholder with an interest in its continued success.
To ensure the SOM festival’s continued success in the future, I recommend:
1) City Council request a seat on the SOM’s governing board (we voluntarily gave it up in 2015)… after the October 22nd municipal election.
2) City Council make an inquiry into the current state of the SOM governance and the festival’s viability going forward. Given the distraction of a looming municipal election, the ideal city councillors to lead this inquiry would be either retiring City Councillors Rick Craven, John Taylor or both.
3) City Councillors leading the inquiry meet individually with former Executive Director David Miller, President Peter Martin and Corporate Secretary Rich Anderson, for their suggestions on how the SOM festival can be improved going forward.
4) City Council send an email or letter to all SOM 2016-2018 volunteers, inviting their feedback and commentary for the purposes of improving the SOM festival going forward.
5) City Council meet “in camera” to discuss their findings and generate a report recommending actions to be taken to ensure the SOM festivals continued success going forward.
6) The city should approach other major SOM sponsors
a) to gauge interest in sharing the cost of an independent review of the SOM’s finances for the purposes of finding efficiencies and savings, going forward.
b) for their support of the CoB’s request to retake a seat on the SOM’s governing board
Ward 2 city council candidate Lisa Kerns.
Lisa Kerns, a candidate for the ward 2 council seat said: “From my perspective, more information concerning the change in leadership at Sound of Music appears to still be coming forward. My interest in this hinges solely on whether City funds were used appropriately or positions of power were abused. I hope the outcome of this change in direction is founded in transparency and respect, more so that the change contributes to enhancing the event.
The Sound of Music festival is a tremendous event for the City of Burlington and Ward 2 alike bringing vibrancy to our great City through culture and entertainment for residents and visitors.”
This is a story that isn’t going to go away.
Craig Gardner on the left being recognized by Mayor Goldring
Several of the volunteers the Gazette has talked to have either resigned from the committees they sit on or will resign in the near future.
Craig Gardner, a two year volunteer pointed out that the Committee chairs have to produce reports – and that those reports have to be submitted and accepted if future funding is to come through.
Gardner added that without the volunteers in place the Festival just couldn’t take place.
It is with much reservation, that volunteers are seeking the Sound of Music’s Board to review their practices since the 2016 general meeting. Their own bylaws were clearly not followed and most believe that the board descisions since that time are not valid. It is not reasonable to suggest that you can change bylaws without following the bylaws you were working under in the first place. We would like to give the benefit of the doubt to the directors at the time. We believe that they just did not have a very good understanding of the bylaws at that time. This has caused errors to be made during the general meeting. Of course we are concerned about any harm that speaking out my cause by going through the media. Only the current members have access to the new bylaws so it is unknown if there is a way to seek a remedy or how to go about it. This article suggest doing an investigation or seeking other remedies. We know that would be detimental to resolving the problems the Sound of music faces. We know that there are new board members who might not be aware of this as well.
We request that the Board take this to heart and do a proper review before this spins further out of control. Just because mistakes were made this should not stop people from correcting them and moving forward. It would seem to be the best course of action and in the best interests of the Festival.
Added below were the bylaws in effect at the 2016 meeting and some links to the not for profit corporations act. It may be helpful to use in your review
.
https://www.ontario.ca/laws/statute/10n15?search=e+laws
BURLINGTON’S SOUND OF MUSIC FESTIVAL INC. Dates and Bylaws
For information purposes only:
KEY DATES
February 27, 1997 – Established Ontario private corporation without share capital.
March 26, 1997 – Registered business name “Burlington’s Sound of Music Festival” and “Sound of Music Festival”.
3rd weekend in June – Conduct Festival – Father’s Day Weekend
July 15 – Last date for annual reports (post-Festival) of committees to be submitted.
August 31 – Fiscal year end.
September – Conduct AGM (un-audited financial report, operational review, confirm members, vote
By-laws, elect directors and appoint officers, advisors, Chairs/Vice-Chairs of committees).
Monthly – Directors’ meetings (excluding August), minutes kept in Minute Book.
BY-LAW NO.1
1.Board:
a.Policy and decision-making group with most operational tasks delegated to committees.
b.Must be fixed number, currently fixed at 18 plus Past President if one.
c.Meet at least once per month (except August), quorum is majority of directors.
d.Vote required on any motion with acceptance to be decided by majority of votes cast (show of hands unless a ballot is demanded by a Director). The President to have second or casting vote in case of equality of votes (in addition to original vote).
e.Treasurer shall provide at each Board meeting a written report containing a balance sheet and profit and loss statement as to the financial position of the Festival, submit a report of unaudited financial position prior to AGM and shall engage an independent Audit after the Organization’s year end.
f.Past President may, at the discretion of the President/Vice-President, serve as a Board member and advisor to the President/Vice-President for a term not exceeding one year after leaving office
g.May appoint at least 1 City of Burlington representative as an advisor to monitor and assist Board and may also appoint other advisors, from time to time, as deemed appropriate.
h.Advisors are not entitled to vote at meetings but shall be entitled to notice of and to attend meetings.
2.Officers:
a.President to act as Chair of Board and meetings and including AGM
b.President shall have general supervision of the activities of the Festival as a Board Representative and shall perform such duties as maybe assigned by the directors from time to time.
c.President to submit operational review at AGM based, in part, on committee annual reports
d.Vice-President shall, at the request of the directors perform the duties of the President during the absence, illness or incapacity of the President
e.Corporate Secretary shall keep the minutes of the Board meetings as well as agendas, member list, meetings dates, notice of meetings
3.Directors:
a.Nominated by standing Nominating Committee of President, Vice-President and 1 other director elected by Board.
b.Elected by members at AGM, by majority of votes cast (show of hands unless ballot demanded by member).
c.Retired at each AGM but eligible for re-election
d.May be removed before the expiration of the period of office by a majority vote of Directors at a Board Meeting. A notice to the Director must be given including an opportunity to respond in advance of the Board Meeting.
Reasons not limited to;
Missing 60% or 3 consecutive meetings without board approval
Undeclared conflict of interest
Conduct unbecoming of an individual in a director position
Not maintaining confidentiality of board business
e.Vacancy (however caused) may be elected by the Board at any time as nominated by the Nominating Committee. Quorum must at all times remain in office.
f.Must Chair on at least 1 committee (except President, Vice President and Corporate Secretary) but no director can be Chair more than 1 committee and Treasurer to Chair Finance
g.The directors shall elect from their number a President, Vice President, Treasurer, Corporate Secretary and Committee Chairs at the first meeting following the AGM by majority of votes.
h.Must not receive remuneration for acting as Director.
i.Must be insured and indemnified against all claims arising from business of corporation.
j.Must give written notice of resignation to the Nominating Committee.
k.Are Members
4.Executive Committee:
a.Shall consist of 3 officers President, Vice-President and Treasurer
b.Executive Committee sets the remuneration for staff
c.Meets monthly
d.Oversee the operations of the organization; making operational and administration recommendations to the Board of Directors
5.Signing Authority:
a.Cheques – signed by any 2 – President, Vice-President, Treasurer or Executive Director
b.Contracts – signed by President, Vice-President or Treasurer and by either Chair of relevant committee or other person expressly authorized by Board.
i.Exception: Chair for Programming may solely sign performer contracts with a cash value not exceeding $1,000.00
6.Committees:
a.Chairs have the option and are encouraged to nominate, for election by the Board, a Vice-Chair of their committee
b.No person can be Chair or Vice-Chair of more than 1 committee
c.Established by Board, from time to time, with general duties and responsibilities set out for each committee.
d.Board must approve annual budgets for each committee.
e.Submit monthly written reports to the Board and an Annual report (post-Festival) to Board by July 15
f.Currently fixed at 15 excluding Audit and Nominating:
1.Communications
2.Downtown Streetfest
3.Eco Team
4.Education
5.Finance
6.Fundraising
7.Licensed Areas
8.Logistics includes Sub Committee Security
9.Parade includes Parade Float subcommittee
10.Programming
11.Special Projects
12.Sponsorship
13.Vendors
14.VIP Services
15.Volunteers includes Accessibility and Vulnerable People subcommittee
16.Audit
17.Nominating
g.Vice-Chair of every committee responsible to attend Board meetings in Chair’s absence
h.Vice-Chair may observe and comment at Board meetings but shall not be entitled to a vote; Vice-Chairs are not members of the Board and may be temporarily excluded from a Board meeting
i.Except as otherwise expressly set out in this By-Law, the committee responsibilities of Vice-Chair shall be determined from time to time by the applicable committee Chair.
j.Audit committee is elected by the Board once every 5 years (maximum) to conduct and report on governance and financial policy and procedure
k.Treasure/Finance Chair cannot serve on the Audit Committee
7.Members:
a.Classifications, qualifications and conditions established by Board, from time to time
b.May be a natural persons, corporations or unincorporated associations
c.Current serving Board Directors
d.Members confirmed at AGM
e.Classes are currently fixed at 2
i.Ordinary membership – annual dues or fees (if any) and special entitlements (if any) set by Board, non-transferable, expires end of AGM, member is good standing entitled to vote at AGM (or may vote through duly authorized proxy)
ii.Honorary membership – no fee but selected by Board based on long-term financial/non-financial support or corporate activities, non-transferable, lifetime status, not entitled to vote at AGM but shall be entitled to notice of and to attend AGM. Past Presidents are Honorary Members
8.Executive Director (staff position):
a.Reports to the Executive Committee
b.Provides oversight to the Committees and will attend meetings as necessary
c.Participates in the decisions made by Committees
d.Manages day to day staff duties
e.The staff report directly to the Executive Director and indirectly to the Chair of the Committee, if applicable
Revisions:
Brian Heagle (Vice-President) 10/1/00
Judi Scetta (President) 10/1/02
James Tuck (Vice-President) 01/10/07
James Tuck (President) 09/26/2007
James Tuck (President) 02/13/2008
Gerry Murphy (President) 9/29/2010
Terry Sims (President) 9/15/2013
It’s curious that the Gazette reached out to several candidates for this story but did not make an effort to contact the the one Ward 2 candidate who actually worked for, AND volunteered with, the Burlington Sound of Music Festival for nearly a decade. Why’s that?
Editor’s note: It certainly wasn’t deliberate. We chose some of the names – there is only so much time in any one day. Perhaps that candidate will make a comment.
An interesting read…
https://www.thewhig.com/2009/10/02/festivals-sour-note
“The number one reason (for failure) is that this festival lineup of talent was an idea orchestrated and conceived by Mr. (Rian) Malloch, who I understand is no longer with Watson Entertainment, and I think they were the wrong acts for this area,” Mac- Donald said.
From a volunteer who shows up on the Saturday morning of the paid festival, and does not stop (because of Club Series) until the Monday morning after the festival. Thank you for helping to shed light on this terrible board. All good people, but not right to run the festival. We as volunteers would just like to know why. Don’t feel left out on not getting a response from the board, I’ve been at the festival as long as Peter Martin, and nothing…and I’m not even a Chair. Most of them have not been contacted. He is cherry picking who he will talk to. Cheers