Thursday, November 21, 2013
With the Associated Artists of Pittsburgh’s annual members meeting looming, some current and former members are clashing with the venerable group’s leadership. The conflict, though sparked by recent changes to the group’s by-laws, is rooted in longstanding tensions involving critics of AAP executive director Juliana Morris and the group’s board of directors.
A group calling itself Friends of the Associated Artists of Pittsburgh plans to use the Nov. 24 meeting to try to overturn a recent membership vote amending the AAP’s by-laws. But AAP officials say that effort is based on misinterpretations of the rules governing Pittsburgh’s largest and oldest artist-member organization.
The conflict was expressed this week in a pair of emails sent to AAP’s mailing list of about 600 members, two weeks after more than 200 of them voted by mail on the proposed by-law changes.
On Tuesday, Friends of AAP’s Susan Sparks sent an open letter decrying “hostile acts against our members” by the AAP leadership. And while the by-law changes were passed by a vote of 190-19, Sparks urged members to attend this Sunday’s meeting, at the Pittsburgh Center for the Arts, and to vote to “declare all proposed By-law changes null, void and invalid.” On Wednesday, AAP’s board of directors sent members an email condemning the arguments in Sparks’ letter as “false.”
Among the “hostile acts” Sparks’ letter alleges is the recent termination of the membership of past board president Wesley Smith, who after resigning from the board in 2012 became a self-appointed watchdog of the group. It’s the first time in its 103-year history that AAP has ousted a member this way.
Smith’s removal has become a rallying point for critics of AAP’s current leadership. “It’s horrendous that Wes Smith, an ex-president, was booted out for no reason,” says AAP member Kathleen Zimbicki, also a past board president.
In early November, a letter to members from AAP board president Melissa Vertosick said that an unnamed member was “removed for cause” at the September board meeting. (The board’s vote was unanimous.) An Aug. 28 letter from Vertosick to Smith warning him of possible termination had alleged, among other charges, that “[his] actions have become disruptive of the day to day operations of AAP’s business.”
Smith, among the organizers of Friends of AAP, says he’s being persecuted for his efforts to make AAP leadership more transparent.
Smith’s ouster seems rooted in disagreements that date from early in the tenure of Morris — whom Smith, as AAP's board president, helped hire as executive director nearly two years ago. Within several months of Morris’ start date, half of AAP’s board had resigned, largely due to her opposition to the group’s planned leasing and retrofit of a new headquarters she contended AAP could not afford.
“The organization’s being rode roughshod by Juliana,” said Smith, in a phone interview.
Historically, AAP is known for its big annual exhibitions at the Carnegie Museum of Art, and for showcasing artists including Mary Cassatt and Andy Warhol. But Morris says that at the time she was hired, the group was plagued with budget deficits and organizational problems requiring the “massive restructuring” that she and the 12-member board have undertaken.
Morris says that the finances of the headquarters project were misrepresented to her during the interview process, and that she didn’t learn differently until she became executive director. The board members who didn't step down eventually agreed with to abandon the project. (More on the dispute here in a 2012 article by the Post-Gazette's Marylynne Pitz.)
Morris says Friends of AAP is “a very small group of the membership” numbering no more than 15. She attributes their opposition to a resistance to change. “They wanted to remain in charge,” she tells CP. “I don’t think they’re willing to go through a lot of the changes that are necessary” to improve the organization.
Among Morris' supporters is AAP past president Tim Fabian. He says that Morris is “interested in modernizing the structure and process of the organization” and that her critics “prefer the status quo to progress.” He adds, “I feel strongly that we should give Juliana the opportunity to be successful in her position.”
The changes to the by-laws reflect Morris’ and the board’s restructuring efforts. (The new by-laws, and a red-line version detailing changes, are posted here.) The conflict over those changes revolves mainly around two points: the method of voting, and whether the changes give the executive director a seat on the group’s board of directors.
AAP’s old by-laws allow voting either in person or “by … proxy.” Recent boards have chosen to go with in-person voice votes, and Morris tells CP that, typically, only “30 or 40” of the group’s several hundred members attended membership meetings. “It became a very insular organization that was being conducted by a small group,” she says.
John W. Lewis, AAP’s treasurer and incoming president, says the current board decided to use a mail-in ballot to make voting accessible to more members.
But Friends of AAP contends that a mail-in ballot violates the by-laws. And Jim Abraham, an attorney with whom Friends of AAP consulted informally, says the group has a point. AAP’s by-laws allow vote by proxy — but the recent AAP vote, Abraham tells CP, does not qualify.
In a proxy situation, says Abraham, a group member can designate someone to vote in his or her place, but AAP’s old by-laws require that such a vote still take place in person. The AAP’s vote was by mail-in ballot. Pennsylvania law does not prohibit mail-in proxies, says Abraham, who’s served on the boards of local nonprofits including WQED and the New Hazlett Theater. But he says such mail-in balloting would require explicit permission under a group’s by-laws — and AAP’s old by-laws make no such allowance. (The new by-laws explicitly permit mail-in balloting.)
Lewis, an attorney, says that Abraham’s interpretation is “incorrect,” and that the old by-laws permitted voting by mail.
Another issue is whether the new by-laws install AAP’s executive director on the board. Critics, who oppose such a measure, say they do; AAP treasurer Lewis says that they don’t. And, says Morris, “There would be no reason for me to be on the board.”
However, the new by-laws do make AAP’s executive director an officer of the group, along with the board president, treasurer and other offices. And the revised article VIII, section 1A, states, “The officers of the Organization shall be elected by the Board of Directors, from among their own number.” Thus, Abraham contends, the executive director “is either on the board or she cannot be the executive director.”
Abraham adds that he’s not sure whether installing the executive director on the board was AAP’s intent. “To me, it’s some bad wording,” he says.
Lewis counters that the by-laws also specify that directors must be elected by AAP members, while the executive director must be hired by the board. “How could she possibly be on the board if she wasn’t elected?” he asks. “You’d have to be a contortionist to come to that conclusion.”
But Morris critic and longtime AAP member Pharis Kathryn Sickels contends that the by-law changes “all seem to serve to give the executive director much more power and authority than she currently has.” Sickels also objects to Morris’ efforts to increase the number of non-artists on the board: “They’ve got to be making decisions about an arts group without ever having been involved in the arts,” Sickels says.
Morris “really damaged the Associated Artists to the point that most people have given up,” adds Sickels, citing members who have joined other artists’ groups instead.
Wesley Smith says Morris’ estimate that her critics number only 15 people is too low, but says it's “a little hard to tell” how many people sympathize with Friends of AAP because it is not a formal group. Smith added that some AAP members are reluctant to speak out against the group's leadership for fear of not getting their work in AAP exhibitions. At least one current member interviewed by CP who was critical of Morrs declined to be quoted for fear of such reprisal.
Smith says that if at least 40 AAP members (a quorum) turn out at Sunday’s meeting, critics of the mail-in balloting can muster enough votes to overturn the changes to the by-laws. Failing that, he says, Friends of AAP will pursue legal action against AAP.
The threat of legal action played a role in getting Smith ousted from AAP in the first place.
Morris started work as executive director in February 2012. Smith, then AAP's vice-president (and immediate past president), had selected the search committee, but was one of 10 board members to resign shortly after Morris took the reins, mostly over fallout from her opposition to the headquarters project.
Smith, who is also a former two-term president of Pittsburgh Filmmakers, says his resignation from the AAP board was a turning point. “[W]hen I got off the board, everything went dark,” he says. Believing that the board was being secretive, he set about pursuing goals like allowing members to attend board meetings and getting board-meeting minutes posted online.
Perhaps most contentious of all was the release of a business plan the board had commissioned when Smith was still president. Smith says he fought for months to see its contents, but that Morris and the board shut him out.
Morris tells a different story. Smith didn’t just ask questions, she says: “He did it in a way that was very obstructive to business.” Smith was so insistent in phone calls, emails and in person that a board subcommittee was formed to deal with him and his concerns. It met with him three times.
Morris says the board did respond to some concerns of its critics by starting to post its meeting minutes on the group’s website.
But she stands by the decision to restrict member access to board meetings, only allowing members to attend if they were giving presentations. “The only people that wanted to come to the board meetings were this same group [of critics], and we knew what their intentions were — to disrupt.”
The matter of the business plan is more complicated. Morris says the board presented the plan at the 2012 membership meeting, and also met privately with Smith to discuss its findings. But it didn’t want to give Smith a copy because “every time we gave him information it was misinterpreted,” she says. The plan has since been posted online. But by then, Smith had threatened to sue AAP to gain access to the document.
“That was the final straw,” says Morris. “We have tried to work with this man. What we see here is just becoming a little too much and it’s unbecoming of a member."
Lewis, AAP’s treasurer and incoming board president, estimates that board members spent “more than 150 hours of our volunteer ... time addressing matters that Wes forced us to address, that we believed were misinformation issues.” Lewis disputes critics’ continuing allegations that AAP is not operating transparently.
“We believe we have provided more transparency in this organization than ever existed under prior leadership,” he says. “We feel we bent over backwards to address those issues.”
Morris says that AAP has prospered during her tenure. Membership has risen to 594, and the group, which has a budget of about $180,000, finished its last fiscal year in the black. AAP is also organizing more exhibitions, including a current show at Lawrenceville's Frame House Gallery and another, at Sewickley's International Images, that opens tomorrow.
Morris, who is the former wife of renowned commercial artist Burton Morris, traces the continuing conflict to members upset that the new headquarters didn’t come to pass.
“They thought I was getting this building for them,” she says. “When they didn’t get that, they thought they didn’t need an executive director.”