KEN GASS RESPONSE TO FACTORY BOARD’S ‘OPEN LETTER’ OF JULY 30/12
[ED: Read the letter to which Mr. Gass is responding]
Well, bravo!
After blatantly ignoring the 4000 people who signed a petition asking for their resignation and my reinstatement, the board is only now, a month later and as a direct result of the boycott, finally discussing the real issues that led to my firing on June 20th.
Okay, there are some major factual errors, misrepresentations and omissions in their ‘open letter’ and I’ll get to these shortly, but still, perhaps this is the beginning of a real town hall, a dialogue in which the wide community is allowed to openly face the nine individual board of directors (none of them artists) who are responsible for the current crisis. Where the public and Factory’s many stakeholders can hear the full story from all sides and be allowed to weigh in and even help mediate a solution. It is something I had been asking for repeatedly since March, and I genuinely commend Ron Struys and the board for putting their viewpoint to paper as the first step.
However….
1) The most fundamental misrepresentation is the oft-repeated charge that I wanted the theatre to commit financially to a multi-million dollar capital project by a specific date and that this would put the theatre in grave financial risk. Are you kidding? With this board and their fundraising record? Yes, I pushed the theatre to embrace a 5-year plan to take advantage of the 2017 Canada Sesquicentennial (as staff at Canadian Heritage encouraged us to do) and other major opportunities on the horizon. To actively test the waters in what is well understood in the industry as the “quiet phase” of any capital campaign where you seek out and confirm your lead donors as well as key government support before launching any large public drive, let alone before committing to construction costs. In essence, you want 75 – 80% of your funding secured, one way or another, before the final green light, but if you don’t commit yourself to try, of course you never succeed.
Clearly the plan required new people joining the board, adding a strong advisory board and capital committee and finding a capital campaign chair with the commitment to drive it home. Instead, the capital ambitions became defined by the current board’s own limitations. As I began to speak with community leaders and stakeholders, I found strong encouragement and practical advice for the project. Last July, more than a year ago and before all this began, I developed a detailed concrete 10-point plan for laying the groundwork for a capital campaign process and sent it to Struys, who failed to even give me the courtesy of a response to the proposal. So, my challenge to the board is this: What were you really afraid of, that I would fail? Or that I might succeed?
In the article, Struys accuses me of trying to “undermine” their capital project. Not true. I was simply, very selectively, sounding a few key players in the community re their perceived viability of the larger vision in order to develop a case for an alternate approach before we became fully committed to construction with the board’s plan.
For example, in April, managing director Sara Meurling and I made our annual visit to Nada Ristich at BMO to pitch her for the sponsorship support of Factory’s upcoming season, which she readily confirmed in 15 – 20 minutes. After this, I spoke with Nada casually about our long-term capital plans and showed her a colour photocopy of the large watercolour sketch of the Goldsmith design. As I explained the architectural concept in some detail, Nada stared at the painting and said, “Wow!” Sara blanched at this, knowing full well the board would not want such a conversation to be taking place. Sara asked Nada if, in her long experience, she thought the project with its $12- 14 million price tag was ultimately achievable for Factory. Nada deliberated for a moment, then quietly answered, “Yes, ” but added how important it was that we talk to as many people as possible, because ultimately through networking and planning, our lead sponsors would appear. Apparently Nada Ristich also ran into Ron Struys at a community function a few days later and relayed her excitement, telling Ron that Factory really needed to achieve this plan. Rather than receive this as encouragement, Struys and the board perceived it in a negative light and accelerated the process of firing me.
2) While Struys’ letter accurately describes their current capital project as one that “addressed physical accessibility” as well as ‘improvements for artists’ conditions in the Studio theatre,” and refers to the $400 – 500,000 funding already in place (chiefly the $473,600 in grants that I had successfully applied for towards of a budget scope of $900,000), what he fails completely to mention anywhere in the letter is the real issue that arose between myself and the board. This was the insistence of the board’s capital committee (chaired by Janet Dey) to also build an additional 800 sq. ft. exterior lobby to house the elevator, the complexity of which ultimately made it impossible to complete the grant program as originally outlined. In a letter to the board openly critical of the capital committee on May 23rd, I described it this way:
The Capital Committee took complete charge of the Trillium CCF grant last October, and has lead the capital planning/design/pre-construction process ever since.
We received the CCF grant to A) improve the Studio Theatre and B) to install an elevator and wheelchair accessible washrooms. Let’s call the decision to create the large new exterior lobby C).
So, we received the grant for A & B. In late March, the Committee then decided to build B & C and to postpone A until 2013, after the grant expires. … Nonetheless, the cost for A & B & C is roughly double the original budget of $900,000. Even to build B & C will cost at least $1.2 million, which is $300,000 beyond the combined grant totals of $525,000 plus $400k Line of Credit. To date, no private funds have been raised towards this project. Indeed there is not even a single concrete ‘ask’ out there that I am aware of. The decision to postpone A (or B) puts at least an additional $100-150k of the Trillium Grant at serious risk, thus, the amount needed to be fundraised beyond the Line of Credit is at least $400k.
The fact that a building permit application was not even submitted to the City until mid-June for a large project that required completion by Nov.30th, meant that the entire project was at that point in danger of collapsing. Thus the challenging timelines that Struys refers to were of the Committee’s own making. Continuing in the letter not designed to win me friends at the board, I berated the committee further:
I assure you, THERE IS NO WAY WE WOULD BE IN THIS SITUATION IF THE EXECUTIVE STAFF WERE DIRECTING THE PROJECT—WORKING, OF COURSE, IN CLOSE CONSULTATION WITH THE BOARD, BUT NONETHELESS DIRECTING IT. Can you imagine the Board allowing Executive Staff to do what the Capital Committee has done in terms of veering from the purpose of our CCF grant & extending ourselves beyond the designated budget and allowable timelines? Where is the accountability that this Board has so often talked about?
In fact, if the board had simply committed to the project as outlined in the original grant application, the elevator and Studio improvements would now be well underway and likely completed by October, 2012.
3) In the letter, Struys avows the board was committed to further developments after completing the current project. Sounds good. But surely to goodness, if one is going spend $1.5 to $1.8 million dollars on a renovation, it is entirely reasonable to expect that we understand how this undertaking fits in with a master plan—if not the Goldsmith design, then any master plan—so that efforts are not wasted as renovations continue in the future. What was the board’s long-term plan? Was the board going to then invest in a whole new two-year design study afterwards, working around a new lobby that, as I wrote to Sara and Ron on May 16th , had obvious limitations and shortcomings of its own:
What’s wrong with the New Lobby Proposal:
(Aside from all the larger reasons of how it’s inconsistent with and negates the larger design…)
- It is far too costly for the limited benefits.
- It is adequate and utilitarian, but hardly inspiring architecture.
- The elevator only goes up one floor. Thus the third floor of the facility remains completely inaccessible to artists or for any public functions in our Rehearsal Hall.
- It also doesn’t allow for the possibility of digging down the Studio as per the master plan without re-doing the elevator and entranceway yet again
- Building a single story lobby is very cost-inefficient and thus not environmentally friendly.
- Ticketing is moving more and more towards online transactions, including printing one’s own tickets at home, thus gradually reducing the need for a large box office.
I also offered a compromise proposal for the board to consider:
Revised Practical Approach: If the lobby were scaled back to literally one third of its size, or even less, it would be affordable, do-able within the time-frame and still serve the key elements of the project, leaving elevator where it is. Its cooling and heating would be an extension of the current structure. Future resources could be allocated to other pressing needs. (Essentially, this would become what was Phil Goldsmith’s Option B approach.) Much of the current architectural work & detail could still be retained in terms of permits, etc. Also much less would be wasted if we embark on a larger design in the next few years. Key is whether there is any willingness to discuss and explore other options.
And clearly there was not. By this point it is most likely that the board was already planning my termination.
4) Struys quotes his own letter to me dated April 24th, where he outlines the board’s plan and rationale. What Struys fails to include is the context of that letter. In it, he begins it by lamely apologizing for ignoring my previous letters of March 25th, April 12th and April 22nd, where I had presented at great length a whole range of practical concerns and opportunities that I felt needed to be considered. Instead of addressing a single point I had made, Struys simply repeated what had become the party line. The board had made its decision, and there would be no further discussion and no outside consultation or public meetings. In my previous letters, I had twice requested mediation, which was also ignored.
5) Financial operating challenges. Struys makes much of Factory’s past financial challenges, but they are greatly overstated. When I arrived back at Factory in December, 1996, I inherited a $473,000 deficit. Without any board of directors in place then, I managed to reduce that by $200,000 within 10 months. When I negotiated the purchase of the building a year later, a board member literally screamed at me on the phone, “What are you doing, you’ll never get a mortgage.” But we did, through the efforts of my ex-wife, Rosemary Donnelly, a real estate agent who arranged it via Metro Credit Union, now called Alterna. Though there were increased costs on our balance sheets due to subsequent repairs to the building, the Factory did not have another operating deficit until the end of the 2004-05 season, which had artistically been widely lauded as our best ever. (That six board members left in 2004 as reported by Struys had nothing to do with finances.) In 2005-06, Factory had its second deficit in a row and shifted gears for three years to take advantage of a deficit reduction program at Creative Trust which would match future surpluses. This meant, unfortunately, significantly reduced programming which did lead to a reduction in subscriber sales, but the strong Creative Trust incentive made it worthwhile so I agreed. In 2008/09, when I was both artistic director and acting managing director, the Factory ended the year with a $247,000 surplus and also completed its major capital design study. The following year we received a $150,000 bequest which was also used to bolster our Trillium capital application. Although I hope what will ultimately be seen as most important about my work at Factory will be the artistic achievements, I must emphasize here, in response to Struys’ arguments, that I happen to have a mathematical mind and am very good with budgets. It is how Factory survived for many years, though I have also had excellent managers along the way such as Ralph Zimmerman in the 70s and David Baile from 1997 – 2000.
6) Struys says that the board “sought mediation” but that is simply untrue. While finally, on May 7th, Struys wrote to say the board had agreed to a ‘facilitated discussion’, it never came to pass, and though I made concrete proposals of possible mediators, I never had the opportunity to speak with one. It was only in a meeting with myself and Struys weeks later that board member Lynn Bevan declared herself to be a professional mediator with international accreditation. While I know little about how mediation professionals work, I cannot help but believe that it would be a professional conflict of interest if it were Bevan who declared there was “not enough common ground” for mediation when she is one of the parties I would have been mediating with. (Isn’t it the mediator’s job to determine common ground?)
I do know that Ron Struys and Janet Dey had lengthy conversations with Jini Stolk of Creative Trust well before my firing and that the subject of mediation was also brought up and which Jini tried to broker. I learned well afterwards that Jini had let the board members know that she believed their approach to the capital questions was simply wrongheaded. Clearly this is not what Ron and Janet wanted to hear and no surprise that they walked away. After my firing, Jini wrote the now widely circulated article, WHEN SHOULD A BOARD FIRE ITSELF, which is an excellent reference as well as a professionally observed commentary on the Factory situation.
7) On page 5, Struys states that the boycott must have my support “or he [Gass] would have taken strong steps to end it.” Thus, having fired me in a widely repudiated fashion, Struys & the board now charge me with the responsibility to end the community protest six weeks later. It is the board that has the power and responsibility to end the boycott – they simply need to negotiate in good faith.
8) Further to the board’s point that boycotts hurt only the artists, Struys adds, “There are better tools to engage debate.” Unfortunately, this is a phrase I cannot help but take exception to. When has this board ever engaged in open debate over the past several months or held public discussions of options for Factory’s capital future with our stakeholders? What has been the board’s response to the more than 4000 who signed the petition, and the hundreds of letters from donors, subscribers, patrons and educators who have written vowing never to return to Factory in the current circumstances? A cold and calculated silence.
In the week after my firing, a major Factory donor stepped forward offering to help negotiate a settlement and to come on the board to help lead the company forward. This board did not like the terms, which included a request for two resignations, and curtly rebuffed him. Once again, the board refused to budge an inch from the path it had determined within itself. Others in the community have also indicated a willingness to step up to the plate and help move the company to a new level of capability. So far there is no indication these nine individual directors are willing to give up or even share power at the board.
9) The boycott. I don’t wish to speak for those who initiated or who have since joined the boycott. It is not something I personally advocated, and I would certainly never want any artist to feel pressured to take a stand that was not entirely of their own choosing. I do know the boycott was sparked by a small group of actors fed up with the lack of response from this board. The stellar roster of leading Canadian artists who have joined them is clearly beyond reproach. The board has stated that the termination of my contract as artistic director “was not a decision that was taken lightly.” I would respectfully submit that the decision of 250 artists and patrons to boycott the Factory was also not made lightly, but rather in response to the board’s own actions.
The boycott is aimed at this board of nine directors, not the artists. If the board of directors fails to respond to the concerns of the many, many thousands who have expressed their outrage and frustration, the board, in my view, will shoulder the responsibility for the consequences, including the hurt that may ensue to the artists in the season.
10) Fragments from a personal letter. Messy as conflicts like this can become after several weeks of being in the public eye, I have tried to keep the tone of my own missives as clear and professional as possible. I apologize for the slight tonal shift that follows, as these are excerpts from a letter to a friend written yesterday, July 30th. On re-reading it, I felt it best articulated what I currently feel, and have decided to risk including it here with your indulgence:
(….) But Ron, Janet, Lynn & Co. fired me… in the most unceremonious and humiliating manner after 15½ fucking years, and it’s very curious that only in the last couple of days have I begun to feel genuine anger at that. George has been raging with fury from the beginning, as has Marian and many others, but I’ve approached it with an odd, almost upbeat philosophical detachment, for the most part, to the astonishment of many around me. I think it’s because I’ve been so absolutely clear on what the issues were, and if this board of nine, non-artist individuals were going to have to fire me for taking a stand, without even an attempt at mediation in which the issues and capital options could be publicly aired, then go ahead.
Really, could I imagine a future at Factory in which we would exhaust ourselves for two years to raise funds for Janet’s porch, where the costs kept spiraling upward, where we would lose the construction shop, and in the end still have the storm of constant challenges in the rest of the building, as well as severely limiting all our options for a larger plan? And if Janet’s committee could come along and arbitrarily upend two years of work WITHOUT ANY PUBLIC DISCUSSION, what would be the point of embarking on any such plan ever again, since this board would just do whatever it felt like anyway. So, no, in that case, just fire me.
OR, one word, one word would have changed all this: Negotiate. It happens in every other arena in life, get around a table, put all viewpoints out and openly debate, with mediation, if necessary, but bring all the stakeholders together and discuss the options. What is so hard or unreasonable about that?
(…..) Where we are now, there is only one question that is relevant. Was my firing appropriate and justified? The community of voices who believe it was simply wrong are the ones who are signing the petition, the boycott or otherwise protesting and demanding my reinstatement, whether publicly or via their future individual intentions to simply stay away if no change occurs. The other key question is this: Is it acceptable that this board of nine directors, who, no matter what their reasoning was at the time, has so completely alienated, angered and divided the community, including many major donors, continue to run Factory Theatre? At the end of the day, where is the accountability that was such a favourite Lynn Bevan topic of board conversation a year ago?
(….) I believe that each of the nine directors has seriously breached their fiduciary obligations to work in the best interests of the organization and to protect the assets of the charity, not to mention various irregularities of procedure and arbitrary by-law interpretation re conflicts of interest that each are responsible to uphold. …. Above all, they have breached their moral obligations to be responsive to the community that has supported Factory and that they, as directors, are bound to serve.
On one hand, a future without the weight of Factory on my back is a tantalizing prospect for me personally, but I don’t walk away lightly from more than 15 years of my life. If conditions were to change significantly so that I might in good conscience and optimism return, I believe all the community anger could be quickly re-channelled into a whole new wave of positive support and with new people on board, a new foundation for real growth and forward motion would be established in short order. Or, if this board stays firmly in the bunker of silence, as their intention clearly seems to be, Factory will continue to bleed both financially and in reputation and likely wither.
I would like to genuinely thank Ron Struys and the board for emerging from the ‘bunker of silence’ and initiating this dialogue, and for the positive respectful tone of their article, whatever the points of disagreement.
Ken Gass,
Founder and recent artistic director, Factory Theatre
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