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Classical Music

Paul Boghossian
Michael Beckerman

Part I

7. The Serious Business of the Arts: Good Governance in Twenty-First-Century America1

Deborah Borda

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  • 1 The views, thoughts, and opinions expressed in this chapter belong solely to the author, and not to (...)

1Philanthropy has been part of the fabric of American society since the founding and settlement of its earliest colonies. Its roots were established when settlers had to rely on their communities to establish basic human services such as hospitals, schools, libraries, and, indeed, arts organizations. They gave, and they gave generously for the public good. This historical precedent still shapes American institutions in the twenty-first century.

2The first professional music organization in the then-British colonies was the Handel and Haydn Society of Boston, founded in 1815 and supported by the merchant descendants of the pilgrims. Today, in the United States, orchestras and opera companies operate as nonprofit organizations granted tax-exempt status under section 501 (c) (3) of the Internal Revenue Code. This exemption is awarded to arts organizations for their “educational value” and allows them to accept donations from individuals or institutions, which are in turn provided with a significant tax deduction. Nonprofit arts organizations in the US typically receive 4 % or less of their annual budgets from governmental sources and raise more than half of their budgets via contributions, making this deduction a critical incentive and unique aspect of American fundraising.

3While arts organizations employ professional staffs, maintaining tax-exempt status requires that they have a volunteer governing Board of Directors. The key responsibilities of the board include:

  • approving organizational by-laws;

  • determining mission and purpose;

  • establishing goals and priorities for the chief executive and conducting an annual review;

  • promoting fiscal responsibility, protecting assets, and evaluating an annual outside audit;

  • overseeing the legal and ethical standing of the organization and its staff;

  • and providing financial support or in-kind services in an amount set by the board. Serving on a volunteer board is a job you pay to do!

Nonprofit Literature: Governance Essentials

4Countless books and articles have been written about good governance, and consulting on the subject is now an industry unto itself. By the early 1980s, the challenges of effective governance became a topic of greater focus as nonprofit institutions faced serious finance, labor, and audience development challenges. During this era, Kenneth Dayton, then-Chairman of the much-revered Dayton Hudson Corporation and volunteer chair of the Minnesota Orchestral Association, wrote Governance Is Governance (1987). In this prescient monograph, which maintains its pertinence still today, he clearly delineated the conviction that good board governance is not management.

5Dayton laid out the primary responsibilities of the board as consistent oversight of an institution’s mission and financial objectives, the ongoing evaluation of its CEO, and adherence to the basic practices of governance. These practices include maintaining active board committees, fostering an optimal relationship between the board and management, and implementing real rotation policies and regular evaluations to ensure that the board’s composition remain healthy and diverse.

6Today the “gold standard,” which honors and builds off Dayton’s work, is the impressive Governance as Leadership: Reframing the Work of the Nonprofit Board by Richard Chait, William Ryan, and Barbara Taylor (2005). Their work identified three modes of governance that any high-functioning board must work in: the fiduciary, strategic, and generative. They espouse the need for a new covenant between boards and executives that focuses volunteers on macro issues rather than micromanagement.

Governance Challenges: Examples and Queries

7Tectonic shifts in society, particularly as they relate to the consumption and support of the arts, have made the role of boards ever more critical. Consider some recent examples in the music world where boards did not execute their responsibilities over a period of years because information was not sought, was not honestly presented, or was presented and then ignored. The demise of the once vibrant New York City Opera in 2013 is a prime example of a board’s loss of focus on mission, planning, and financial accountability, resulting in a failure to protect the Opera’s existing assets and the dissolution of the company. This sad drama was publicly played out over a period of almost a decade.

8More recently, the seemingly successful Gotham Chamber Opera was suddenly dissolved when the board realized that the organization was literally out of money following the “discovery” of hundreds of thousands of dollars of unpaid bills. One might ask how a board with fiduciary responsibility could be so far out of the loop that such an occurrence was possible.

9These trends are not reserved for opera companies alone. The board of a major American orchestra exercised a controversial form of responsibility when it declared bankruptcy and then withdrew from the musicians’ pension plan for pennies on the dollar. The legal fees to process the bankruptcy were close to $10,000,000, and more than six years later, the orchestra’s recovery plan is still not “recovered”. What resulted were profound organizational challenges, including an ongoing disconnect from the region’s philanthropic community.

10These are dramatic examples, but on a smaller scale, such events have increased, and there is concern that they are harbingers of a diminished future for classical music. Critical questions must be asked. What is a board responsible for when professional management is in place? How can it focus on the macro issues that will shape the future, and how will it evolve to meet the demands of today? What precisely are the challenges being faced by what are essentially nineteenth-century institutions, and how can they find a place of resilience in the twenty-first century? Clearly, boards, through their enlightened governance, have a prominent role to play in this journey. Taking these questions as a point of departure, the remainder of this chapter considers some of the basics of good governance today.

Guiding Good Governance: Transparency, Accountability, and Engagement

11Arguably the two most crucial aspects to the operation of a functioning board are transparency and accountability. A board must ensure that management is providing an ongoing flow of accurate information in all financial matters, but also in strategic and long-term planning. They should review and approve reasonable, well-crafted plans and hold management—the CEO, in particular—and themselves accountable. There can be numerous barriers to this end, including poor information, unrealistic plans or projections, minimal communication, and faulty execution. Underlying each of these barriers is a lack of true engagement from the board to recognize and confront such issues.

12It is serious work to serve on a board of directors. In addition to the accompanying legal, institutional, and ethical responsibilities, board members are typically expected to provide significant financial support. These requirements for participation, combined with the growing complexity of the challenges faced by nonprofit arts organizations today, can lead to a passionately dedicated, but small number of board members taking on too great a burden of responsibility. While it is generally true that a smaller group will have more time to invest, interest in the work, and the will to get things done, such “telescoping” can result in a larger segment of the board feeling uninformed and becoming disengaged. Over time, these members can begin to feel disaffected, powerless, and alienated from the organization itself. Critical decisions made by a few insiders that are not developed and syndicated with the full group create real problems.

Fostering Engagement: The Role of Leadership, Training, and Structure

13Successful institutions have invariably invested time and capital on practicing responsible, transparent, and engaged governance. Board meetings are informative, participatory, and frequently augmented by an annual planning retreat. Engaged and educated board members can easily relay the institution’s mission, key objectives, critical programs, current successes, and, just as importantly, its challenges. Even if smaller groups are more deeply involved (which is quite normal), there are systems and efforts in place to engage other board members. In an ideal world, this is the work of the board chair, but key leaders need recruitment and training.

14The groundwork for engagement is laid early in the recruitment process and supported by essential board development and training practices. Among these practices are new member orientations, assigned mentors, letters of agreement detailing a board member’s responsibilities, and active committees with job descriptions. Since American boards can sometimes have as many as sixty to seventy members, these smaller committees are key to fostering engagement. In general practice, committees include executive, finance, audit, nominating, marketing, education, development, compensation, investment, and community affairs. Committee reports to the full board should generally be presented by the committee’s volunteer chair as opposed to the staff liaison. For example, an organization’s annual audit report should be presented by the board chair of the audit committee and not the CFO. There are, of course, many other examples, but the important take-away is that these kinds of opportunities for participation and ownership are critical to cultivating a responsible and committed board.

Shifting Philanthropic Models: From “Art for Art’s Sake” to Social Impact Investment

15While older generations supported arts and culture, a major trend has emerged among donors—both the old guard and newly wealthy— towards supporting social service or related organizations that can offer a clear, evidence-based demonstration of their impact. As philanthropy is increasingly cast as an “investment” in social change, questions are being posed to orchestras and opera companies that were never imagined in the past. This can leave arts organizations vulnerable both in terms of attracting the support necessary to sustain their core artistic work and recruiting younger board members.

16It takes a great deal of philanthropic muscle to support large arts institutions, and donors today routinely and rigorously question the worth of their investments. They are asking for what might be termed an institution’s “value proposition”: what is the social value of the artistic product, and what is the ultimate impact of a donor’s giving on the community? This is especially true of younger philanthropists who are looking to make impactful social investments and demand quantifiable return on investment (ROI) for their contributions. Indeed, many major foundations have also moved away from support of the arts unless it is directly linked to community development. Operating support and core artistic funding is harder and harder to come by. Art for pure art’s sake may be viewed by some as an outdated concept.

Board Leadership and Recruitment: Promoting Access and Inclusion

17An emerging subtext is the discomforting perception that the boards of major arts institutions are largely comprised of older white men drawn from high-income brackets. This assertion is not without merit. According to the League of American Orchestras’ Racial/Ethnic and Gender Diversity in the Orchestra Field, conducted by James Doeser (2016: 7), more than 90 % of all orchestra boards are comprised of white men. As nonprofit arts institutions throughout the United States confront the need to diversify their volunteer leadership, they face another challenge indicative of our changing times: service on a symphony or opera board is not as prestigious or socially powerful as it once was. In the past, wealth and traditional connections were the primary requirements for board membership. How can this fact—that board members have been a critical source of core operational funding—be negotiated while addressing the call for access, inclusion, and equity?

18Now, and even more so in the future, boards will be asked to consider the diversity of their composition and their programs. Doing so means that boards will have to engage in organized, honest, and sometimes uncomfortable discussions, resulting in strategies that will require broad buy-in and substantial energy to actualize. This is an essential first step and must be led from within the board. It cannot be imposed by staff if it is to succeed.

19Once a path towards accessibility and inclusivity is genuinely endorsed and embarked upon, recruitment issues will still be encountered as individuals from traditionally underrepresented communities may not be eager to join what they may see as “imperial” institutions out of step with current social complexities. Ironically, current union hiring regulations in the United States make diversifying membership in major orchestras difficult. This has a very real impact on board recruitment. Having an orchestra onstage that barely reflects the community in which it resides can be a serious impediment to attracting new volunteer leaders. Addressing the diversity of board members, staff members, and musicians is critical future work but will require considerable effort and commitment.

Serving the Arts: The Importance of Passion

20Having detailed the challenges of change, it is worth highlighting one final idealistic requirement for board service: a passion for and some knowledge of the art form. Although the other issues outlined here must be called out as we evolve orchestral institutions for the twenty-first century, in the end, there must also be true caring for the art form, and, as a result, the will to support and sustain it.

21In closing, there are basic ground rules for good governance as boards chart a much-needed evolutionary course forward for orchestras and opera companies. Chief among these are transparency, accountability, and a willingness to recognize and change along with our bold new world. Technically, these rules can be expressed as fiduciary and strategic in nature, but the challenges contained within these terms are complex, varied, and far-reaching. What is undeniable is that the work of the board is a critical piston of the institutional engine. No matter how great the artistic achievements or how stellar the staff, board service and oversight is required for success, resilience, and longevity.



Chait, Richard, William Ryan, and Barbara Taylor. 2005. Governance as Leadership: Reframing the Work of Nonprofit Boards (Hoboken: John Wiley & Sons).

Dayton, Kenneth N. 1987. Governance Is Governance (Washington, DC: Independent Sector),

Doeser, James. 2016. Racial/Ethnic and Gender Diversity in the Orchestra Field (New York: League of American Orchestras),


1 The views, thoughts, and opinions expressed in this chapter belong solely to the author, and not to the author’s employer, organization, committee, or other group or individual.


Has redefined what an orchestra can be in the twenty-first century through her creative leadership, commitment to innovation, and progressive vision. She became President and CEO of the New York Philharmonic in September 2017, returning to the Orchestra’s leadership after serving in that role in the 1990s. Upon her return, she and Music Director Jaap van Zweden established a new vision for the Orchestra that included the introduction of two contemporary music series and Project 19, the largest-ever women composers’ commissioning initiative to celebrate the centennial of American women’s suffrage. Ms. Borda has held top posts at the Los Angeles Philharmonic, The Saint Paul Chamber Orchestra, and the Detroit Symphony Orchestra. She currently also serves as Chair of the Avery Fisher Artist Program.
The first arts executive to join Harvard Kennedy School’s Center for Public Leadership as a Hauser Leader-in-Residence, her numerous honors include a Lifetime Achievement Award at the Dallas Symphony Orchestra’s Women in Classical Music Symposium (2020), invitation to join Oxford University’s Humanities Cultural Programme Advisory Council (2020), being named a Woman of Influence by the New York Business Journal (2019), and election to the American Academy of Arts & Sciences (2018).


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