The members of the San Diego Opera Association will now have a chance to weigh in on the future of the opera, including on the vote by the board of directors to close.
A posted notice announced a special meeting of the association members, a larger grass-roots level of governance separate from the board of directors.
There are more than 800 opera association members, people who donate at least $100 to be part of the company and meet once a year.
Association members don’t have much say in the daily operations of the opera company, but they do have certain rights when it comes to who sits on the board of directors and in the sale of company assets.
Last week, KPBS and its media partner inewsource reported that California law and the opera association bylaws say the board of directors alone cannot shut down operations. They need to get the buy-in of association members.
Paul Dostart, a San Diego lawyer specializing in nonprofits, told KPBS, “They (members) have effectively a veto power. From what I understand, the board is considering selling off real estate, selling props. That’s the sort of event that would trigger the rights of members.”
Association members were not notified immediately of the decision to close, and they weren’t convened to vote on whether the board could sell the company’s assets.
The board voted 33-1 on March 19 to shutter the institution because of diminishing ticket sales and donor support. The vote was widely criticized and led to follow-up meetings, a fractured board of directors and two votes to delay closure.
During a tempestuous four-hour meeting Thursday, board president Karen Cohn resigned after a majority of board members present voted to postpone the closure date to May 19. By meeting’s end, 13 board members had resigned their posts. The remaining directors will now try to raise funds for a less expensive 2015 season.
Elizabeth and Lester Stiel, two members of the opera association, secured enough association member signatures, 5 percent of the overall membership, to call a special meeting now scheduled for April 28.
In their letter to the board accompanying the meeting notice, the Steils laid out an agenda for the special meeting:
- In view of the Board's precipitous action to close SDO without notice to the Membership and others and without the opportunity for the Members to express their views, we wish to discuss at the Membership Meeting our concerns about closing SDO and liquidating its assets without Membership approval and the full exploration of alternatives to such action.
- To give Members the opportunity to express the lack of confidence in those Directors who support the closing of SDO and the liquidation of its assets. Indeed, the Members, if they deem appropriate, may elect to ask for the immediate resignation of those Directors.
- To nominate and elect Directors who have already resigned and to nominate and elect new Directors beyond those already holding office. This is necessary because the next Annual Meeting in June, 2014, at which Directors would normally be elected, would become meaningless if SDO is closed and liquidated beforehand. Thus, extraordinary action is needed now.
- To conduct such other business as necessary to preserve SDO and its assets before all reasonable alternatives are explored.
Any vote taken during the association meeting needs to meet a quorum of 10 to pass.
