I am sorry for keeping this anonymous, but after you read this you may understand.

I have been involved with several local theater companies in the Southeast for about 8 years now. Recently, I was approached by a long standing member of one of the theaters about being nominated for the board of directors. (This was a very class act on the part of the member, asking my permission to nominate me at the annual membership meeting.) I accepted his offer believing that my business management expertise and passion for the performing arts would aid this organization that had treated me so generously over the years. At the board meeting, my nomination was rejected by the President of the Board based on the fact that he had made plans to appoint me to fill a vacancy by a vacating board member.
This was unknown to me at the time, and I will explain the reason at a later point.
Fast forward to the first board meeting, where annual committees were named and appointments were made by the President. Once again, these appointments were made without any discussion or consultation of the board members. At this point, I was appointed to Chair the Facilities Committee. (President's quote: You will be the Janitor because (Managing Director's name) is too busy to maintain the facilities). I was slightly disappointed with this appointment considering that it failed to utilize my skill to their full-potential. I have worked in Accounting and Procedural Engineering for a Fortune 100 company for four years and have worked in Mass Media and Advertising.
It has now been 5 months into the fiscal year, and we have lost two board members to resignation, and I have witnessed no changes to operations for the better. So what seems to be the problem other that the obvious?
1. The Theater recently purchased a building and has since hired a full time Managing Director.
2. The Managing Director was active with the theater several years ago, then disappeared until the new building was purchased. Two years later, they hired a Managing Director who collected a paycheck and nothing else. He was replaced by the current managing director. The current Manager left the theater to form his own theater, this fell through, and there is a rumour that he also had a lawsuit against the theater. I have yet to confirm this rumour.
3. The Managing Director reports to no one but the Board President by his (Man Dir.) request. I am not completely opposed to this considering the board has twelve members, but there is no checks and balance.
4. The Managing Director operates without a contract, and when this issue was presented at the first executive board meeting, the President shot it down and stated that if we put a contract on the Managing Director, he would quit, and then we would have to find a new President, because he could not operate without the Managing Director.
This is my primary concern for the following reasons:
The President is the only person who can fire the Managing Director, and he hired him.
The President acts on The Managing Director's decisions, as opposed to guiding him. This basically allows the Man Dir. to dictate policy at the theater.
I have repeatedly watched the Man Dir. drop the ball on numerous issues from publicity to building improvements, and have received numerous complaints from the membership and performers along the same lines.
The inactions of The Managing Director have led to issues with Marketing and Membership Sales. For example, a recent construction project failed to occur because of Permit issues. The funding was earmarked since March for the project, but permits were not applied for until the end of July. The construction was to be finished for the Season opener in September, and was promised to the membership in the end of June. It is now almost December and construction has failed to begin. This construction will make the space appear to be finsihed, and therefore a more professional environment. It has become nothing more than an
empty promise to the membership and major funding organizations.
5. Final issue, The Managing Director has on numerous occasions urged the board to sell the building. This was with last years board.

In closing, there a numerous issues and concerns, but in essence, here is my major dilemma.

It is my beleief through observation and evaluation that the current President is operating blindly, and being led by an employee that has designs on taking over the theater for his own personal gain. The Managing Director's actions in conjunction with the President's inactions are slowly breaking apart an almost 40 year old institution.

Does anyone have any insights on this situation, or suggestions on how to move forward. It is my desire to see this theater thrive, while maintaining it for the long standing members who have gotten so much enjoyment out of it.

I agree with Mike that your message is confusing and hard to follow. The real issue, as I see it, is whether the majority of the board is satisfied with the current situation. Like you, I would be very uncomfortable with many of the conditions you describe.

In a 12 person Board (10 if there are 2 vacancies as you describe), the question is whether there are enough votes to change things. There may be a lot of institutional intertia to overcome. If you have the support of a majority of the board, there is no reason not to bring things to a head by making various motions to accomplish what you want.

On the other hand, if you do not have enough votes to effect change (something tells me this is the situation) you have to make a personal decision of whether it is worth your time to try to convince a majority of the board they should make the changes you describe or if you should join those directors who have resigned.

Something I would try first is to have a one day board retreat with a qualified facilitator to bring the issues to a head. The right facilitator can go a long way to encouraging the board to straighten up.

Finally, I think you need to do some soul searching. Put your ego aside and forget your qualifications and take an outside look at the organization. Is it really fulfilling its mission? How do the other directors view the organization and its progress? How do the members view it? What about the general public?

Every time I let my ego get involved, I get in trouble. In my life I have learned that every board needs the little boy who points out that the Emperor is naked. I have learned that being in the minority is an honorable position. I have also learned that sometimes the majority really is right and I am wrong.

On a similar note here is
what you should know before joining a board:

http://www.boardsource.org/FullAnswer.asp?ID=95