EXPLAINER SERIES ON ARTS GOVERNANCE

I'm an artist. Should I join an art organisation?

Yes, you should. This Explainer tells you how to engage and why it matters. It's for young artists in Fiji and for those interested in engaging more meaningfully in art organisations.

Meaningful engagement in an art organisation is a lesson in Pineapple Engagement - how we govern and manage ourselves determines the strength of our voice, sweetness of the artistic life, and opportunities we can partake of - this is the hidden prize inside. PHOTO: Timothy Dykes / Unsplash

Yes, you should join an art organisation at least once in your lifetime.

Then there's everything else it entails.

You may have a very positive and beneficial experience as an artist. You may grow and contribute to your art form. You may contribute to the building of an institution and requisite systems that benefit Fijian artists for generations.

Conversely, you can leave if it does not meet your expectations or disappoints you. Or if you discover, it hinders your intellectual space and creative practice; or your business if you own one. These are all legitimate reasons to disengage.

But remember that you can always return.

To the best of your ability, try not to choose cynicism and disengagement as a starting point. Don't refrain from joining a collective that may benefit you. Particularly, if you have never joined one before.

Because whether you like it or not, the fact that you are an artist means that in the grand scheme of things, all external parties such as government, donors, and foreign arts bodies and institutions will likely hold the perception that these art organisations represent all, if not majority of artists in Fiji. Including you.

By the same token, the Governing Body of your art organisation will also be using your membership, including non-member artists as data or reference narrative in sourcing funding and opportunities. It therefore behooves all artists in Fiji to seriously consider membership and active engagement in arts organisations to ensure they are transparent, equitable, inclusive, representative, dynamic, and not riddled with conflicts of interest.

One of the keys to a positive experience in an art organisation is your deliberate intent to learn and grow as an artist and as a person.

Hence, this EXPLAINER SERIES ON ARTS GOVERNANCE and why we must accord it appropriate fuss. In this case, the synonyms for 'fuss' are 'care' and 'attention'.

You must give the governance of the art organisation you belong to, some attention and care because you're a member. And because, quite frankly, if not for you, no one else will.

Close up of luscious pineapple flesh around a pithy core. The lusciousness of pineapple finds maximum sweetness in the Ripley Queen variety. To grow and benefit as an artist in Fiji requires a little more than just creative practice - at some point it means some, even if a brief engagement, in an arts organisation. PHOTO: Jurgen Novotny via Saatchi Art

Note that specific to Fiji where organisations are small, and contrary to popular opinion, organisations are not complex and difficult. People are.

This is compounded by the fact that there is a deficiency in the management of personalities and egos - something we all have varying doses of. This is why systems are necessary. When proper systems are designed and managed well, they allow people to shed egos, biases, and inadequacies to do what is required for the good of organisations and their beneficiaries (you artists), and in ethical ways.

People make our art organisations the creatures they are. People decide how closed or open an art organisation is. People decide how communicative and transparent an art organisation is. People decide whom an art organisation will engage with or not, whom to include or exclude, whom to respect or disrespect, whom to ignore and whom to pay attention to, what crumbs to push off the table and in whose direction, and in worst case scenarios, whose boot to lick and how often, and at whose expense. Usually, all these are at the expense of artists – you.

People make an organisation. People decide. Because we as people are weak, imperfect, fallible, flawed creatures, we need standards and systems.

Organisations work when there are clear documents, policies, procedures, and capacities communicating with each other and broader membership. This system running on a well-oiled internal and external communication and knowledge system ultimately decide how inclusive, effective, and impactful an arts organisation is.

And it's people that sit behind the documents, systems, and institutions that use the fact of your existence as artists to operate, manage and lead organisations.

This is why the educating of your mind as an artist is possibly one of the most powerful things you can do for yourself. Both for your creative practice. And in this context, for your active engagement in any arts organisation you belong to.

Active engagement as a member of an art organisation requires some work.

It's time to wrestle the Pineapple.

Learning about Governance

You'd rather be writing, painting or making music but you have a responsibility to handle the complexity of the Pineapple crown and skin.

You can't be lazy about this. Your first responsibility as member of an art organisation is to know its legal registration and its governance document. Access these and read. Form a little reading group with artist friends and do it as a group activity. You will grow together.

If you have difficulty, seek help from a friend, relative, or family member in the legal fraternity. Don't expect them to do a deep analysis. Be fair and request a quick scan to get an overall feel of the document. Also take the time to speak to artist friends in other genres and who belong to their own organisations.

You will empower yourself by understanding your rights and responsibilities. You will also develop a deeper understanding of what governance is.

You will likely appreciate how your power rests not in what people say but in the details of your governance document. As the saying goes, the Devil is in the details. When you pay attention and learn to communicate, you can remove the proverbial devil and ensure your governance document is a powerful vehicle for transparency, respect, and excellence. No matter the long values and principles organisations espouse, ultimately its the governance document, how it is applied in practice, and how it evolves when cracks are evident that determine the beating heart within its parameters. Inattention to this has high costs - something literally no serious artist can afford whether in terms of funds or opportunities.

In Fiji, most nonprofits are registered as charitable trusts or limited liability companies. Increasingly, the trend is toward the latter.

If your art organisation is a charitable trust, your governing document is a Constitution. If it's a limited liability company, you may have a Charter or Articles of Association.

All members should have a copy. If you lose yours, contact the Secretary of your arts organisation and get another.

As a charity in Fiji, an art organisation comes under the Charitable Trusts Act [Cap 67]. If a limited liability company in Fiji, it comes under the Companies Act [Cap 247].

It makes for good reading and can keep you on top of things as an artist in Fiji. It can also help you engage deeply, and in future, prepare you for leadership within your arts organisation, and in due course, possibly in your community or country.

Anything is possible if you start with small things.

The Annual General Meeting

ITS CRITICAL IMPORTANCE

One of your most important responsibilities as a member of an art organisation is attendance and active participation at your ANNUAL GENERAL MEETING or AGM.

This is the FLAGSHIP event in your annual calendar. Without your membership and attendance of this event; and its discussions, decisions, and outcomes, your arts organisation does not have the mandate to exist or operate.

You as a member give your art organisation the mandate to exist. You as a member attending and actively participating at the AGM give it the mandate to operate on your behalf. Nothing and nobody exists in a vacuum. Take a minute to understand the gravity of your responsibility.

When it comes to your AGM, it would be disrespectful to not read all the papers sent to you by the Secretary. This is why all papers are distributed on the day the notice of AGM is published and sent out. You will have about 28 to 60 days available to read every paper, take notes, and research if you need to. Prepare to make useful and constructive interventions at your AGM. The AGM is where you communicate your views and concerns. Ensure you are respectful in the AGM space.

Attend with the good of artists in mind. Know that if your organisation is led and managed by strong, competent people, your interests will be looked after. The system and its processes and products are where your attention should be. Don't focus on people. The space and system you will engage in will tell you a lot of things about your leaders, and coincidentally, you.

You choose your leaders. Their performance or lack of, is your responsibility because you chose them in the first place.

It is easy to use AGMs to play blame games, and when not chaired well, it can become a circus, or conversely and equally concerning, a graveyard.

An AGM which is lacklustre and does not generate discussion and diversity in opinion is equally troubling. An active membership adequately informed by an industrious and communicative Board result in AGMs that have robust conversation and strong outcomes, especially where diverse opinions abound. More often than not, dissenting voices and opinion lead to stronger organisations and more benefits to members, in this case, artists.

BEFORE THE AGM

Prepare yourself.

GOOD PRACTICE 1: On the AGM Public Notice or Announcement

GOOD PRACTICE 1: The Public Announcement or Notice is published in print media which has national circulation. In Fiji, it is ideal to include both major newspapers. For maximum visibility, a quarter page advert is advised.

RATIONALE: Not all artists, art consumers and art enthusiasts are on social media. Print media is inclusive, as is radio. Social media is powerful as a vehicle but not everyone on these platforms are in art groups and feeds. Quarter page adverts are recommended for visibility. To get a tiny advert in print is equivalent to invisibility or a deliberate attempt at not garnering public interest. Think students, youth, art teachers, and policymakers among others.

ACTION: Check your Constitution or Articles of Association for this detail. If absent or vague, recommend amendment for specificity at your AGM.

Good Practice 2: On receiving the AGM Notice and Papers 28 to 60 days BEFORE the actual AGM.

GOOD PRACTICE 2: Members receive AGM Notice and all Papers or Documents 28 to 60 days before the date of the AGM via email, courier or post (the latter two at member choice and expense).

RATIONALE: It's common to use a timeframe of three weeks or 21 days for Notices of AGMs and reading of papers. This timeframe is ridiculous because it does not provide Members sufficient time to read and process all the papers and documents they need to understand to allow their active engagement. Please refer to Good Practices 6 -- 11 to provide context for this.

ACTIONS: Check your Constitution or Articles of Association for this detail. If absent or vague, recommend amendment for specificity at your AGM.

Good Practice 3: On the AGM Package - documents and forms.

You bear the responsibility of reading all documents and forms sent to you. If you don't receive these, you need to ask for them, and also ensure these details are included in your Constitution or Articles of Association. Don't rush through these as most need your close attention. Hence, the timeframe.

Your AGM Package will include the following:

AGM Notice - Date, Time, and Venue
Agenda: The order of business of the AGM. Check that the items and their order make sense. The order should be cohesive and flow into each other.
Minutes of the Last Meeting: Please refer to GOOD PRACTICE 4.
Annual Report: This is a report of your arts organisation's key activities, programmes and projects. Item 5, the Financial Audit Report is usually included here.
Audited Financial Report: Please refer to GOOD PRACTICE 5.
Nomination Form for Election Candidate Nominees: Please refer to GOOD PRACTICE 6.
Template for Amendment(s) to Constitution or Articles of Association: Please refer to GOOD PRACTICE 7.

Good Practice 4: On the Minutes of the Last Annual General Meeting.

If it is the first or Inaugural AGM, the minutes presented to the Registrar at time of incorporation of the organisation would be an excellent demonstration of inclusion and transparency for members). Not mandatory but a show of goodwill.

If a normal AGM, you need to read your last AGM Minutes to ensure that it's a true and accurate record of the last AGM.

Only those who were present at the last AGM can identify gaps in the reporting and have these corrected during the current AGM. By the same token, only those present at the last AGM may make a motion to have the said Minutes moved or accepted as a true record. The same applies to member who seconds the motion. and to second the same.

If you did not attend the last AGM, you can't and shouldn't engage in this Agenda Item.

However, you can check the Attendance List of the last AGM which will be in an Annex in the previous Minutes. You'll get an accurate list of those eligible for this exercise.

Good Practice 5: On the Audited Financial Report.

You will receive this in your AGM Package in a financial format. Don't cringe at this document and say you don't understand finance and can't be bothered. The funding received by your arts organisation is sourced by partners who give in your name and on your behalf as artists. You need to be very interested in how these are sourced, for what purpose, and how these are managed and whether the said purposes are fulfilled. Your Annual Report will provide some context.

ITEMS YOU NEED TO FOCUS ON:

Ensure that the Audit Report you receive is a report of the full organisational or institutional financial audit. Ensure it is not the report of audit of a programme or project for a donor. If your Board openly says it is sharing the audit report of a programme or project at AGM instead of an organisational audit report, this is a red flag you must not ignore. It is unacceptable. This is one of the chief reasons you approve your Auditor at every AGM and it's good practice to actually pay the company or individual. Even if you as members may need to fundraise, make sure you pay for the services of a good company that presents a strong and fair report no matter what your financial situation. Your ability to attract donor partners and funding will depend on good financial management, with your annual audit, a key requisite.
The Report of Audited Finances will come in table format with many numbers. Don't be intimidated by this. Your job is to read even if you don't understand anything.
The Audit Report is a communication product. Its role is to enlighten, not confuse you. Ask that all Audit Reports be shared in full to you as a member, and that these be supplemented by Narrative Notes. To ensure this becomes a finance reporting standard, you can include it as an item for amendment (inclusion) in your Constitution or Articles of Association.
In a lot of AGMs, finances are couched in jargon and often presented in a cryptic manner that only a select few may decipher. The AGM is for you as artists. The finances need to be communicated in its original audit report format, and with simple notes that make sense to you as a member. It's your responsibility to ask for these items.
The Auditor's Notes (Both the original and the simplified versions). This is not in a table but in sentences and several short paragraphs. Pay attention to these. What is the auditor saying? Are there any potential or outright red flags that need your attention?
Your Income and their source details. Where are your funds coming from? Is there some diversity in your sources or is there over-reliance on only one or two sources? E.g. Some sources include Member Subscriptions or Fees, Corporate Sponsorships, and Grants from government, donor partners, and overseas arts bodies and institutions. These should be clear.
Your Expenditure: Pay attention to high expense items. Request breakdown if the tags are too high-level and don't provide details. Study the high expenses for real or tangible impact – did the high expenditure result in huge gains for you as artists and your organisation or could these have been better utilised to benefit members?
Overspends: If there was overspending, check relevant line items. Ask for the root cause of overspends so these may be managed. Ensure that trackable and measurable concrete actions are endorsed at AGM.
Superannuation (FNPF) and Health Insurance: If you have staff, ensure these are paid in the interest of their welfare. There will be a line item to show such payments.
Executive Board Allowances and Benefits: Ensure these decisions are made at AGM by you as artist members and not by the Board itself. This is a Conflict of Interest. It is also a way for you to protect your Board.
The Pacific islands region is well-known among donor agencies as weak in organisational governance, including in financial management. Our corruption ratings are dismal because of our inattention to ethics. It is a myth that we are incapable of understanding good governance -- we can and we must. You can ensure this starting from your arts organisation.

Good Practice 6: On the Nomination of Candidates for Election to Board.

Nomination Form for Election Candidate Nominees: If this is an Election AGM, you will receive this template. The Election Paper will tell you that all positions at Board are up for election. The Election for all Board usually occurs after four years because you allow a board to come in and have time to plan and deliver on goals.

If this is a Non-Election AGM, you will only receive this template if a Board Member has departed for various reasons or is stepping down, or has been removed and the position(s) need(s) filling. Your role as a Member is to nominate a candidate or several, depending on the positions vacant in the Board.

Check your Constitution or Articles of Association to ensure your Board Members have specific timeframes or durations - terms in office. A strong organisation will have clear articulations on how long a Board Member (all positions) may serve, conditions of re-election, and terms of election ineligibility. A good term is four years with option for re-election, followed by a fallow period of four years. This ensures 'new blood', diversity, new ideas, and a more democratic landscape that challenges you as members to vie for Board positions. For obvious reasons, no Board should determine these specifics - this is a matter for AGM and all members to ensure transparency.

If you are nominating someone, be courteous and check for their interest and availability. Ensure you ask for a short CV they provide as they may have achievements you may not know of. Include this in the form.

If you are interested in joining Board yourself, ensure your intentions are not self-serving and approach another member of your arts organisation to nominate you. This is why how you carry yourself, treat other artists, and engage in constructive discussions matter. If you are engaged in your arts sector, you will have no problem being nominated. Provide your nominator a short CV to include in the Nomination Form.

While some organisations allow self-nominations or self-candidatures for elections, this is not good practice and for obvious reasons. It will also be in your best interest to remove this from your Constitution or Articles of Association.

Good Practice 7: On the Form for Amendment(s) to the Constitution or Articles of Association.

RATIONALE

The AGM is the only forum where amendments to your overall governance document can be made.
In many organisations, the Board takes on this responsibility and members are not reminded nor encouraged to recommend changes as the arts organisation evolves.
When left for years, some organisations run the risk of inadvertently shifting powers to their Board or a few members of the Board, when it is members who need to be more vigilant and active on this front.
You as an artist need to understand that you are not at AGM to only vote on amendments. It is your key responsibility to be active and fill these amendment forms when they arrive as part of your AGM Package. If you are not getting this, check your Constitution or Articles of Association and amend if necessary. The AGM is the platform for this.
Note that the Nomination Forms for Election Candidates and the Amendment Form for the Constitution or Articles of Association need specific turnaround times. This is why the 28 – 60 days Notice for AGM is a good practice.
It allows nominations and recommendations for amendments to arrive and be circulated to all members. Members need to see the names and short CV or bios of election candidates and the recommended amendments to the governance documents at least 14 days before the AGM. These need specifications in the Constitution or Articles of Association itself.

ACTIONS: Check your Constitution or Articles of Association for this detail. If absent or vague, recommend amendment for specificity at your AGM.

Good Practice 8: Check your membership and eligibility to vote.

Your AGM will include voting. Only Members can vote. Revisit what your Constitution or Articles of Association defines as a 'Member' -- usually it will mean someone who has paid their subscription or membership fees. This may be in the range of $10 to $50 per year. Make sure you renew your membership whenever it's due and keep your receipt should this be needed.

DURING THE AGM

Demonstrate Respect.

Good Practice 9: The AGM Quorum

Ensure you know what constitutes a Quorum in your arts organisation. You will find this in your Constitution or Articles of Association. Good Practice is when it will tell you: (a) Specific Executive Board positions (or their proxies) to be in attendance; (b) Percentage of membership to be present (remember that you should have the right to send either a member or non-member proxy to attend) if you cannot be there in person and this is your first choice. (d) The percentage membership in attendance should not include Board members present. This ensures maximum efforts are committed to get as many members as possible to attend.

If the above mechanisms are absent, opt to fill these out in the Amendment Form discussed in Good Practice 7.

This is important for Voting. Your proxy should have the same speaking and voting rights as you. Use this option in the year(s) you cannot attend in person. Also practice courtesy and send your Apologies if you can't attend. The Chair will read out the Apologies List as this is a key item in the Agenda.

Good Practice 10: Arrive early.

Use time to network and meet your fellow artists and colleagues. Meet your Board Members and thank them for their hard work in the past year.

Good Practice 11: AGM documents.

Use your phone or tablet to track papers and discussion during the meeting. take your own notes as well. If you prefer, hard copy, ensure you print your own copies and file them in the same order of the Meeting Agenda.

Note that the Agenda may change as the Chair will mention this at the start of the AGM.

Good Practice 12: Your notes and engagement.

Ensure you attend with your Notes at hand. This will enable you to make very informed and concrete interventions and contributions during the AGM. Going unprepared and without notes often leads to a lot of time loss as members fumble with long statements instead of making precise points.

The only interventions you will make unprepared will be in response to rolling discussions on the AGM floor. But even here, think carefully before speaking and be precise in what you seek or offer.

Good Practice 13: Be courteous and professional.

Be courteous in all your interventions. Sometimes it is difficult to maintain your decorum or politeness when it becomes obvious you stand alone in making a statement or asking a question. Don't lose heart. Speak anyway and be professional.

The key is to ensure your words are captured in the Minutes of the Meeting as a record that you did raise an issue on something. Even if this returns and is addressed eight or ten years after you raise this concern.

Professional note takers will know how to document an AGM and if they exclude your intervention, you will always have the opportunity to correct this at the next AGM when the minutes of this meeting you are attending will be put for endorsement as a true record.

Building integrity in a system takes considerable patience and you have to have faith in the process and time it takes.

Without this faith, organisations will not strengthen at the pace necessary and we as artists will be the poorer for it.

Do the right thing anyway.

Good Practice 14: Post-AGM List of Actions

So, what should happen after your AGM? There are several things that need to happen and the Executive Board will prioritise and action these.

One important item for you to track is Amendment(s) to the Constitution or Articles of Association. When you are given 28 to 60 days before the AGM and you use it wisely to read everything and submit your amendment(s) for circulation by the Secretary to all members, these will be voted on at AGM and duly passed for action. Ensure you get a specific timeframe.

The action:

Your executive Board will forward all the AGA-approved amendments to your arts organisation legal representative so these are changed or added. NOTE that the Executive Board cannot vote on the final version of the changed governance document. Only you as artist members at AGM.

Learn to invoke and use the facility of the SPECIAL or EXTRAORDINARY MEETING of MEMBERS. Find this in your governance document. You as member can request this facility at AGM and once approved by everyone, this means that once legal amendments are completed, a Special or Extraordinary Meeting of Members can be called for the sole purpose of adopting the new version of your Constitution or Articles of Association.

NOTHING IS DIFFICULT IF YOU PAY ATTENTION TO DETAIL AND USE YOUR POWER TO MAKE CHANGE.

You, the artist, have power.

These are only some of the basic items to help you as an artist in your arts organisation. You are not attending AGM to argue or fight. It is the mark of a strong organisation and its leadership to entertain strong and oftentimes, diverse opinions but to safely arrive on common ground.

That elusive pineapple has its rewards.

Note

This piece was written in 2019 and has been amended for sharing here. Use what is useful and relevant. Other pieces in this Series will be shared later.