by Ken Gass (© Ken Gass, 2012)
On Wednesday, June 20, 2012 at 5:00 p.m., I was summoned into Board member Michael Wolfish’s downtown law office on the 12th floor of the firm Fogler, Rubinoff on Wellington Street near University Ave. Ushered into a corporate meeting room, I sat across the table from Ron Struys, President of Factory’s Board, and Bev Simonsen, co-chair with Michael of the HR committee. As Ron looked at me with a large manila envelope under his folded arms, it was clear what was about to happen. “The Board has made a decision.” My position as Artistic Director, which I had held for 15½ years, was terminated effective immediately. Aside from the stipulated nine-months severance in my previous contract, I would be offered a one-year, possibly renewable, part-time position as Artistic Director Emeritus to help them with operating and capital fundraising as required. My annual ‘salary’ would be $15,000, and I had seven days to accept their terms. They also offered counselling services from a psychotherapist to help me with my ‘transition’.
Wolfish described the ‘package’ as a carrot and a stick. If I broke the confidentiality of these negotiations or said anything negative about the theatre or the Board, they would suspend or claw back the severance payments. I was ordered not to return to the theatre premises except under their direct supervision to retrieve my personal effects, nor to be in contact with any Factory staff or Board directors other than Simonsen. While they promised a press release honouring my accomplishments, I informed them immediately that we would not be calling this anything other than what it was. This was not ‘re-structuring’ or voluntary semi-retirement; I had been fired by the Board of Directors and it would be a miracle if we could concur on the wording of a joint press release. I was calm and polite during the 15-minute event, but as I left I told them their actions were “despicable.” At the elevator, realizing I had left my laptop at the theatre, I told Ron I’d go and retrieve it after the staff had left. Surely they realized I wasn’t going to trash their computers. They agreed.
* * * * * *
How did this come about? A year ago, I would have declared a good relationship with the Board, and I’m sure they’d have said the same about me. True, their fundraising has been modest, as they readily admit, but they are bright, articulate and discerning professionals. Above all, they’ve been extremely supportive of our mandate and have shown great pride at the strong all-Canadian, often culturally diverse works produced on Factory’s stages.
A little background. In 1984, Factory Theatre leased the two-theatre heritage property at Adelaide & Bathurst Street, producing over the next decade a series of George F. Walker hit plays such as Criminals In Love; Love and Anger and Escape From Happiness, among other successes. In 1996, the theatre was in serious crisis with bailiffs locking the door in March and the company dead in the water by December. I returned after a 17-year absence and was given the mantle of Artistic & General Director. I put up a month’s rent ($5750) to maintain the lease, and worked without salary for the next ten months. In the fall of ’97, we launched an ambitious 10-play season that included six new Walker plays from the now legendary Suburban Motel cycle. The rest is history.
In June, 1998, 125 Bathurst was sold to a developer as part of a portfolio of west side properties. Ironically, it was Ron Struys I turned to, then on the Board at Theatre Passe Muraille, to assist me with negotiations to purchase the building for $1,150,000. Managing Director David Baile and I launched a grassroots ‘Brick by Brick’ campaign to raise the $250,000 down payment and other financing. This remains one of my proudest accomplishments, as finally Factory was able to control its long-term destiny with a property that in today’s hot condo market is worth at least $10 million.
For all its Victorian charm and prime location, the Factory site was clearly a building in need of attention. Several years ago, we installed new seating, and later, with support from TD Bank, renovated the Mainspace lounge, the admin. offices, the women’s and men’s washrooms. Farm boy at heart, I’d become known for climbing the roof, even in mid-winter, to keep the rain out until finally, in 2007, a grant from the Trillium Foundation allowed us to replace the entire roofing membrane. I mention this only to point out I have always been active in wrestling with this challenging facility and in raising funds for improvements. In 2008-09, as part of a George Cedric Metcalf Foundation strategic initiative grant worth $185,000 over three years, we undertook a major design study with lead architect Phil Goldsmith of Goldsmith Borgal & Co., a firm highly reputed for their work on heritage buildings, to finally come up with a master plan that answered all the creative, operational and technical needs of the theatre.
The Goldsmith design included expanding the Mainspace stage, installing a catwalk and re-structuring the audience to increase capacity from 200 to 256. Another major feature involved digging down our 100-seat Studio Theatre 2 - 3 feet and removing a wall to transform the shoebox-shaped former bowling alley into a completely flexible, state-of-the-art arena with increased height and width and a new audience capacity of 150 – 196, depending on the stage configuration. Also included were a large new rehearsal hall that finally matched the dimensions of the Mainspace stage, a dedicated education room for classes and outreach programs, and a full professional production shop and technical support facilities. However, the most dramatic feature of the Goldsmith design involved separating the 1869 heritage house from the 1910 hall, moving the house to the southwest corner of the lot and building a contemporary glass/steel structure joining them, thereby creating a stunning visual façade along Adelaide Street that would completely transform the curb appeal of the facility. Though we would lose our much-loved courtyard, we would gain a large rooftop patio, an atrium lobby and a street level café in the old house. The total cost was estimated at $12 – 14 million.
The Goldsmith design was linked to the artistic vision for the company. We’d have a well-equipped traditional jewel box Mainspace theatre that could accommodate extended runs of larger works from the Canadian repertoire. The expansion of the Studio Theatre would allow for increased focus on experimentation and multimedia innovation and create a prestigious venue for riskier new works in Factory’s seasons. It would also provide a highly appealing multi-use venue for our many community partners from the independent theatre and dance scene. Finally, the entire facility would be fully accessible not only to audiences, but to all theatre workers behind the scene.
Just as TIFF has done for film, the renovated Factory would create an ideal environment for contemporary Canadian theatre, the fundamental principle being that artists and audiences engaged with Canadian and culturally diverse works deserve the same level of architectural cachet and technical capacity we take for granted with theatres, such as Stratford, that focus on classical texts. With reasonable expectation that up to 50% of the capital costs would come from government sources, the business model included major naming opportunities for the Mainspace and Studio Theatres as well as other facility components and for the heritage site itself, if necessary. The operating paradigm projected significantly increased box office capacity, increased revenues from a teaching stream, energy savings through green initiatives, higher rental capacity through year-round public use of the complex for community events as well as an exponentially greater appeal for corporate and private donor sponsorship.
While the Board had included the goal of “shovel in the ground by 2015” as part of its 2010 Strategic Planning, they were clearly afraid of the scale of the project. “We’re not investment ready,” was a mantra oft proclaimed by Board member, Janet Dey. Struys stated openly to me that he did not have faith this project could ever be accomplished with the current Board, though did little towards a higher level of recruitment as consistently recommended by our fundraising consultants. Nonetheless the long-term goal of a renovated facility remained because there were numerous challenges and limitations throughout the entire facility that simply needed to be addressed one way or another.
The impasse between myself and the Board—the one which ultimately led to my firing—resulted, ironically, from a successful grant application I wrote to the Community Capital Fund administered by the Ontario Trillium Foundation, whereby Factory received $362,600, along with two smaller grants that I also happened to write totaling $111,000. Thus last September, I was instrumental in bringing to the table $473,600 in committed government support towards installing an elevator to the Mainspace and making the Studio Theatre wheelchair accessible as well as improving backstage and front lobby appeal. The total scope of work was $900,000; the Board arranged a line of credit of $400,000 based on equity in the building to be used while fundraising proceeded. My further plan, as I told the Board, was to immediately apply for funding from Canadian Heritage, whose staff were well apprised of our long term capital ambitions. With provincial support now in place, I was confident we might receive up to $600,000 for the next phase of work, hopefully to dig down the Studio floor. The clear goal here would be to accomplish the first major step of Goldsmith’s master design, i.e. carving out the footprint for the newly envisioned Studio Theatre.
It was at this juncture that my relations with the Board began to turn. No longer content to let me take the lead as I had in past renovations, the Board created the Capital Committee, chaired by Janet Dey who drafted its terms of reference, that would henceforth directly plan and supervise all renovations and construction and even oversee future grant submissions.
The Capital Committee, which also included Board members Elyse Parker and Struys, and later theatre designer Shawn Kerwin, met with architects (originally Goldsmith, but chiefly Stewart Adams of Unit A Architecture) to review options for the elevator. Rather than the basic lift originally planned for, the recommendation—which I agreed with—was to install a full hydraulic elevator just outside the west wall near the entrance to the Studio Theatre. The critical shift, however, happened in November when Dey’s Committee decided to also construct an exterior 800 sq. ft. glass lobby with a new box office, even though this was well beyond the scope of work outlined in our Trillium application. The two key meetings where this decision was made were held at times I could not attend due to rehearsals for The Rez Sisters, which I was then directing. My first question when looking at their new proposal was, how does this fit with the Goldsmith plan? “It doesn’t,” Dey snapped.
This was the juggernaut that grew between myself and the Board over the next few months. Not only were the elevator and the proposed new lobby incompatible with the master plan, committing to construction of this scale would effectively kill the Goldsmith design, since clearly the lobby/elevator would have to be torn down if the larger vision were to proceed. Struggling with all this, I reasoned that if the cost were modest enough, it could perhaps be justified as an interim measure to achieve Mainspace accessibility. In February, however, estimates for the new construction increased the total scope of work from $900,000 to $1.5 million, and later to $1.65 – 1.8 million.
On February 16th, I sent an email to Struys and Board Treasurer, Milan Roy, titled “reality check” in which I carefully outlined the impending financial shortfalls, indicating we needed to phase in the work over two years and re-negotiate with Trillium. Noting my strained relationship with Dey, I suggested someone other than myself present this to the Board. Roy said he would and Struys sent me a positive reply email with the subject phrase “good reality check.” Thus, it’s important to note, that, as of mid-February, I retained a positive relationship with the Board, able to offer an analysis which they readily accepted. That evening, the entire Board, including Dey, agreed to focus on Studio improvements this summer and leave the lobby question to the future.
A week later, in a move that appeared to surprise even Struys at the time, Dey announced that Board member Lynn Bevan had agreed to chair a capital fundraising campaign and was confident they could raise the needed private funds (up to $1 million). Thus, the lobby project was again full steam ahead. In mid-March, the Committee shifted plans once more, deciding to build only the lobby/elevator this year and complete Studio renovations the following summer, despite the fact that the lobby had never been part of the Trillium application.
In a four-page email on March 25th, I begged the Board to take a birds-eye re-examination of the situation:
I also remain extremely appreciative of the now engaged volunteer effort from members of the Board and will be respectful of the decisions the Board makes. However, I will absolutely not give up on the larger vision, whatever we do in the interim. I am confident it is achievable. If I didn’t believe this in a concrete and practical way, I would pursue other ambitions, as there is no shortage of mountains to climb in my life. But this lofty goal does require an act of faith, and a commitment to simply make it happen, step by step by step. Above all, we should not become a theatre of small dreams. [my emphasis]
Despite my objections, on March 26th, the Board voted overwhelmingly in favor of the Capital Committee’s lobby proposal. They felt this was an achievable project and were not troubled by its inconsistency with the Goldsmith master design, since they appeared to have no belief in the Board’s ability to move that plan forward. Managing Director, Sara Meurling, though sympathetic to my viewpoint, also favoured the lobby design, particularly the possibility of a new box office servicing both the Mainspace and Studio theatre and a unified entrance. Within the Factory, I began to feel like the lone madman howling on the hill. Sara told me I should accept the fact that the Goldsmith design would never be built for 10 or even 20 years.
Outside the Factory, however, I found great enthusiasm for Goldsmith’s larger architectural vision. Jini Stolk, executive director of Creative Trust, which had contributed $275,000 working capital support to Factory a few years earlier, knew of the plan in detail and remained encouraging. In fact, Stolk had helped coordinate our $9.3 million capital grant application (ultimately unsuccessful) to the 2009 federal/provincial Infrastructure Stimulus Fund and was also supporting new greening initiatives at the theatre. I had meetings with highly respected community members such as Mallory Gilbert, former manager of Tarragon Theatre; David Young, noted playwright who, with his brother, raises AIDS hospice funding in Africa; Pia Kleber, dynamic conference producer and former chair of the University College Drama Program; David Daniels, film producer and entrepreneur; Laurence Lemieux of Compagnie Coleman & Lemieux who had just completed impressive renovations to their Citadel space on Parliament Street; and Nada Ristich, chief donations officer at BMO; all of whom responded with palpable excitement at the Goldsmith design and stressed the importance of working consistently toward phasing in the project and quietly seeking financial backing.
There were other shifts in the landscape to consider. Firstly, recent plans for two major condo/retail developments on Adelaide St. directly across from Factory would clearly spotlight our own heritage site, and likely free up significant Section 37 funding, derived from City development fees. The second was the inspiring example of the Theatre Centre, a company considerably smaller than us, currently undertaking a $6 million renovation project with 75% of its funding coming from government sources, including $1 million from Section 37. If Theatre Centre could achieve this, surely the Factory, now entering its 43rd season, could manage more than a new front porch! Of even greater strategic significance was the Canada Sesquicentennial less than five years away. Aware that discussions of potential major new federal funding initiatives were already quietly underway, what better way to celebrate 150 years of Confederation than with a newly renovated heritage facility for the Home of the Canadian Playwright. Why could we not commit to a five-year plan with the goal of opening the new facility in 2017? Try as I might to engage the board with these major new opportunities, they simply did not want to hear of them. “The Board has decided in favour of the current plan.” End of discussion.
Aside from cost issues, the design process dragged on interminably due to architectural challenges reconciling the new lobby with two different heritage buildings. Trillium had a deadline for project completion by November 30, 2012, thus construction was originally scheduled to begin in May. However, final drawings for the building permit application were still months from completion (in fact, not submitted until June 15th). Since summer construction was becoming logistically impossible, and with no private funding yet raised, the Committee again changed course, postponing the lobby/elevator plans until 2013. Though a portion of the Trillium grant might thus be lost, they would apply to Canadian Heritage for major project support instead. In doing so, the new lobby was declared a permanent feature of Factory’s long-term plan, thus formalizing the Capital Committee’s determination to make it a centerpiece around which all future renovations would have to revolve.
In the Capital Committee’s Board-approved mandate, passed October 17, 2011, their first responsibility was:
Develop an overall strategic plan for the Factory Theatre building and land, respecting property value, and ensuring that any changes or renovations meet the needs of audiences, artists, staff, and the artistic direction of the theatre. [my emphasis]
This, however, is precisely what the Committee did not do. In fostering their proposal for the new lobby, the Board threw away a master plan two years in the making—one even approved by the City’s Committee of Adjustments—and replaced it with vague comments that they would decide on future developments after the lobby project was completed. “Perhaps we’ll build a new Studio [Theatre] over the parking lot,” Lynn Bevan casually ventured.
Artistic and Managing Directors are accountable to the Board, but, in reality, Boards are held accountable to no one but themselves. In most arts organizations, the only voting ‘members’ are the Directors themselves. Since there are no term limits at Factory, the current nine Directors could re-elect themselves to power annually for the next decade or more. Arts councils make assessments and award grants in three-year cycles and, barring complete collapse, are loathe to interfere in the internal workings of an organization. There is simply no provincial body that will challenge a Board that strays from its mandate or behaves badly in the eyes of the community.
Board recruitment itself is often an ad hoc affair. “I’d like to be on the Board again,” Janet Dey said to me at a theatre opening three years ago, and was soon after nominated and elected. Dey had, in fact, been a positive force within the Board in the early 2000’s, including during a short crisis period in the winter of 2003-04. Dey is also mother of novelist Claudia Dey, whose first three plays, Beaver, The Gwendolyn Poems and the hit production, Trout Stanley, were all premiered at Factory. Janet had seen first hand the lavish care, attention and resources the theatre and myself personally would devote to nurture a talented young writer like Claudia. Shortly after her election, Dey nominated two of her friends, Bev Simonsen and Elyse Parker to the Board as well. I took the three of them, along with Sara, to lunch at the Spoke Club, where we talked about the long-range vision of the company, including our capital plans and the Goldsmith design. Though Struys was clearly committed to the Factory, his leadership in fundraising had shown only modest results, and I felt now, with the new contingent of Dey, Simonsen and Parker, the capital project might begin to move forward. How little then did I imagine.
Because of my increasingly stressful relationship with the Board, the past season turned into the most difficult one of my career. Realizing that all the key capital decisions were now being made in backroom meetings where I was excluded, I found myself battling bouts of deep depression, seeing control over Factory’s future slip from my grasp. In emails to the Board, I described the atmosphere as “an impossible work environment” though none of my HR complaints were ever even acknowledged, let alone responded to. Instead, on the morning of April 14th, a Saturday, I was summoned to Simonsen’s office at Deloittes for what, in retrospect, proved to be a preview to my firing. This time it was Wolfish and Bevan joining Simonsen to demand that I not only support the lobby project, but also help lead the campaign for its fundraising success. In stern, officious tones I was asked pointedly, “Do you support this project?”
This was the moment of truth. If I caved in, denied my gut feelings, told the Board what I knew they wanted to hear, none of the events of the past two months would have occurred. In my heart, I also knew that if plans proceeded as the Committee had outlined, I’d have little interest in staying at Factory much longer. Staring down the phalanx of critical gazes, I said I could definitely speak publicly in favour of the need for an elevator, but no, I could not in conscience support the lobby design for reasons I had outlined since November. I emphasized it’s a fundamental part of my job as Artistic Director to be able to articulate the future vision of the theatre and here the capital direction and artistic needs were inextricably linked. All three reacted with extreme exasperation and said they now had some serious decisions to make, with Wolfish suggesting perhaps the Board would resign en masse.
In a lengthy letter on April 22nd, I again tried to explain my position:
I understand the Board is meeting ‘in camera’ on Monday night, undoubtedly to deal with my apparent intransigence. It must indeed be galling to members of the Capital Committee to be working so hard on what they believe is right, with the endorsement of the majority of the Board, and to feel a lack of wholehearted support from the artistic director.
The Board should understand that my grievance has ultimately less to do with the results of the Committee’s work, but rather with the lack of process in setting the new capital direction. In any major policy shift in a publicly funded organization, it is both reasonable and necessary to expect that the merits and demerits of various options be presented and discussed with key stakeholders. It is, in fact, a due diligence requisite. The pros and cons of abandoning the larger Goldsmith design as an ultimate goal for Factory were not even debated within the theatre, let alone with the wider community, but rather determined in backroom discussions that I certainly was not party to. None of the options have been sounded with Factory’s major supporters, such as the Metcalf Foundation, or a sampling of the many artists who will be affected by this major shift. Given this, is anyone truly surprised at my reaction? (….)
In my letter of April 12, I spoke of a need for “a calmly deliberated and mediated response” and on Mar 26 “the need to calmly and objectively analyze the new information that has arisen, both the challenges and new opportunities”. The very loud silence from the Board (aside from Shawn [Kerwin]) to any such attempt at meaningful dialogue is emblematic of the Capital Committee’s determination to absolutely proceed according to their own design no matter what. It is this ‘our way or highway’ dynamic that is the real crisis in the current situation, one that may have already created irreparable harm.
Despite many previous requests, it was not until May 7th that Struys wrote thanking me for the suggestion of a ‘facilitated discussion’ and said the Board had agreed. Three weeks later, in a meeting between myself, Struys and Lynn Bevan, ostensibly to discuss the choice of mediator, Bevan proclaimed that she herself is a professional mediator with international accreditation, all the while repeating the rationale behind the Board’s position and myself arguing back. I then spent a week in Ottawa on Canada Council jury duty plus a few days in Vancouver promoting an opera project and observing an experimental theatre workshop. In mid-June, when I pressed Struys as to why the process was taking so long, he informed me the Board had decided there was not enough common ground for mediation to be successful. I said surely that was the job of a mediator to determine! A week later the Board fired me instead.
So there it is. In 1996, I rescued the Factory Theatre from the ashes, stabilized and re-invigorated the company, greatly improving its financial health. I presided over the purchase of the building and 15 proud all-Canadian, often award-winning seasons with a new emphasis on cultural diversity. I oversaw improvements to the building and raised funds for a full-scale architectural design study to clearly envision the future of the site. Last year, I raised $473,600 in funding for an elevator and Studio Theatre improvements. I was fired for refusing to endorse a Board-generated plan to build a new lobby that effectively killed the previously approved master plan without public discussion.
* * * * * * * *
Aftermath. The morning after my termination, I quickly wrote to Simonsen rejecting their ludicrous Emeritus offer. At 10:30 I sent a 4-sentence information release to Richard Ouzounian at the Star and Kelly Nestruck at the Globe. Before 11:00, the story was on the internet and quickly went viral. The Board, caught off guard, scrambled to put out a press release of its own. Acknowledging the events were not due to artistic or financial reasons, Struys tried to insist to Nestruck that I had not been fired at all, but had simply been offered a new position, which, of course, infuriated me. The fury was also swift from the theatre community as a tidal wave of leading artists, subscribers, donors and audience members reacted with outrage. George Walker withdrew his play from the upcoming season. Within a few days, more than 2500 people had signed a petition demanding that I be reinstated as Artistic Director and that the Board resign.
Also outraged was Peter Farmer, who, along with his wife, Terry, have been long-term fans as well as major donors at Factory. Two days after my firing, Peter phoned, asking if I’d go back if circumstances changed. I said obviously I wouldn’t walk away lightly from 15 years of my life, but there’d clearly need to be structural changes at Board level. Peter agreed and immediately called Ron Struys, who along with three other Board members, met with the Farmers in their gracious Forest Hill home. Within a few days, a deal seemed to be in the making, whereby I would be reinstated, two Board members would resign with Peter himself coming on the Board to participate in a very active way with future capital developments. As Farmer, a recently retired ex-CEO of Denison Mines, pointed out, he is a stakeholder who has given more to the Factory financially than all the Board Directors combined. Nonetheless, the Directors curtly rejected Farmer’s offer to assist, and stated their determination to pursue the original course they had charted. On Thursday, June 28th, Struys issued a press release stating that “the Show will go on”, that the theatre was “in great shape” and that they would be revealing the “Board’s vision” to the artistic community shortly.
Earlier this spring, Struys had bristled when I referred to the Capital Committee as well-meaning amateurs when it came to the running of a theatre. Collectively the Board does bring a wealth of skilled professional experience which has often been very useful to the company. Yet, despite having experts in mediation and human resources like Bevan and Simonsen, the board conducted the firing in a manner that elicited almost universal disgust and reprobation. Jennifer Schipper, who specializes in PR and “reputation building” at the international media firm, Environics, has participated in one of the worst communication and public relations disasters in the history of Canadian theatre. As critics have pointed out, the Factory Board of Directors is virtually guaranteed a place in future cultural management textbooks on how a Board should not conduct itself. Of course, a strong contingent of artists on the Board who were allowed to participate might well have alerted the Directors to the likelihood of a community backlash. (Theatre designer and then Board member Shawn Kerwin was not even informed that termination discussions were underway, let alone allowed to weigh in, another serious governance issue.) As elsewhere in this saga, the Board has behaved in an entirely insular fashion, and today, even in the face of thousands of protests, this group of nine Directors, none of whom are artists, carries on, fully in charge and seemingly accountable to no one but themselves.
Watercolour Sketch of the Phil Goldsmith Design - (Or, What I fought for)
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