About fifty people showed up for the second special membership in the Film Society's history, along with the Board members, staff, and a couple of volunteers on committees who were sitting at a long table in front of the stage.  (It was a smaller percentage of the 2,000 or so members than I expected, but since it only took 200 signatures to call the meeting, I guess I shouldn't have been surprised.)

The meeting began with what sounded like a clear agenda, but it got more and more muddled as it went on (at least for me). Here's how it looked from my seat in the fourteenth row...

1. About the deficit: After a couple of years of breaking even, the Film Society ran a $49,269 deficit from January through December 2011. This was roughly 10% of their total expenses, which were $453,000. (However, it turns out that almost $27,000 of this deficit was one time closing costs for the purchase of the building, so the problem OFS is looking at going forward is more like what to do about a $26,000 annual shortfall than what to do about a $50,000 one.)

It wasn't part of Frank Barber's actual Treasurer's report, but his remarks in the discussion left me with the impression that they currently have enough reserve funds in the bank to cover another year, or maybe two, of losses like this. A lot of the discussion swirled around the question of whether they should hire a new Development Director who is only responsible for raising money, or whether they should go ahead with the process that the Board is already in the middle of, and hire an Executive Director to raise money and do a bunch of other things that the Board and staff now mostly do (freeing up Board time to raise money.)

Unfortunately, there wasn't any information available about how much money a Development Director might be expected to raise (given OFS's past experience), and there was no real account of where the losses in 2011 had actually come from or of how easy or hard it might be to reverse them. (Quite a few people sounded as if they were convinced that the solution to the operating shortfall had to be getting more grants and donations. That's not at all clear to me now, looking again at the 2011 Financial Report. It is true that OFS had over $50,000 in grants and donations in 2010 that it didn't get in 2011, but those were all dedicated to buying the building and new equipment. As far as I can see, the shortfall from the donations, grants, and sponsorships that actually went to the operating budget in 2010 and were not there in 2011 was only about $7,500...) There also wasn't any information about how much time it might take to tap the various sources that past fundraising has drawn on, so there was no way to judge whether it really required a full-time employee to do it successfully or whether it might work well as part of an Executive Director's responsibilities...

2. About the Executive Director, the staff reorganization, the staff collective process, and redefining staff responsibilities.

As I wrote before, the Board adopted a reorganization plan in February last year. Either as part of that, or sometime later in the year, they developed a new staffing plan. (They'd been threatened with a law suit by a staff member, because staff were working a lot of uncompensated overtime in violation of various labor laws; you can't even volunteer overtime at your job if the extra work is the same sort of work you're being paid for... As part of moving toward full compliance with the labor laws, OFS gave checks for past unpaid overtime to the staff. Frank said in passing that this was another significant factor in the shortfall, and one of the staff said that most of them haven't actually cashed these checks because they're worried that cashing them will contribute to bankrupting the organization. I don't know how to reconcile these comments with the financial report, which seems to show personnel costs for 2011 as almost identical to those in 2010...) Different people seem to have quite different views about how much the staff was consulted in all this planning, but some of them certainly felt they were just handed the plan and told they could go along with it or find other jobs. (One of the staff said that they were only offered a week to decide what to do, as well...)

Staff were angry and unhappy, and apparently quite a lot of negotiating ensued.  There's now a new document about collaborative roles and responsibilities that was worked out between the Board and the staff. Nobody in the audience had seen it until somebody asked to have it projected up on the screen, and I certainly left the meeting without any grasp of its details, and completely confused about its status. At one point, the staff member who talked about it seemed to me to clearly say that the staff and the Board were both satisfied with it as a way to have an Executive Director without giving up what the staff valued about collective management of the theater. Half an hour later, the same person seemed to me to say that those arrangements weren't at all satisfactory as far as the staff was concerned. (This wasn't just my perception - I got a ride home with somebody I know, and she was just as confused.) My sketchy understanding of the heart of this plan is that it would make the Executive Director a member of the staff collective, with no more say in decision making than any other staff member, but I wouldn't even swear to that.

3. About voting

These uncertainties about what has happened, is happening, and needs to happen were compounded by issues about voting. The OFS bylaws don't require a quorum, so the outcomes of a special meeting like this are decided by whatever members come and vote. Given that, it didn't seem as if not casting a ballot was an option for people who didn't think they knew enough to decide how to vote. The bylaws also require a two-thirds majority for a membership vote to have any effect; without that, nothing happens and the issue is left in the hands of the elected Board to keep dealing with, however they see fit. (The Board certainly might take a 65% vote in favor of a measure as a strong expression of the members' advice, and decide to follow that, but they definitely wouldn't have to.) The meeting ran past its scheduled closing, and toward the end, as people were getting up and dropping their ballots off from time to time, there was a motion to table the vote until the next membership meeting, in May (letting the staff and Board continue to work on the issues until then, when members might be better prepared to vote, or everything might be resolved.) There was also a proposal to table the votes except for the one on the proposal about enshrining the staff collective in the bylaws, but I don't know if that ever was officially on the floor; exactly how Roberts Rules might apply to the discussion was pretty unclear by then. (Unfortunately, it was also never clear, it least to me, whether putting the proposed language about the staff collective into the bylaws would or wouldn't be incompatible with hiring an Executive Director who just made some decisions, while leaving a lot of other less critical ones to be worked out by the collective...) It seemed to me as if the main objection to tabling was that not voting would mean the current process to hire an Executive Director would continue, and some people definitely wanted a Development Director, and/or definitely want the staff collective left in complete charge of running the theater's ongoing operations. The motion to table failed by a couple of votes, and I got offered a ride, voted, and went home at that point.

Each of the three proposals on the ballot had two boxes next to it - one with "Yes" in it and one with "No" in it. As I was putting an "X" into three boxes, I realized that nobody had said whether we were supposed to "X" out the option we didn't want, leaving a bright shiny untouched "Yes" or "No" box to register our vote, or whether we were supposed to put our "X" in the box with the option we were voting for, crossing the word out in the process. I wrote a little note next to my "X"s to explain what I meant by them...

Given all this ambiguity, and the sense during at least significant stretches of the meeting that the Board and the staff are making genuine progress toward some arrangement about reorganizing that they're both willing to live with, I'll be surprised if any of the measures got two-thirds of the votes.  That will mean that the Board and the staff will have  to keep working on these issues without having any of them settled by this meeting. Whatever happens about that, it is perfectly clear that OFS needs money, and that it needs some more Board members. (The application deadline is now next Friday, April 20th, and applications are available here.)  It also looks to me as if the Board members and the staff have all been working too hard, and as if more volunteer support of a lot of different kinds would probably also be very helpful in keeping the organization going...