With the Walton Arts Center’s Arkansas Music Pavilion opening soon in Rogers, and a large performing arts facility planned in Bentonville, the arts center’s boards on Monday approved a set of governance changes to better reflect the Fayetteville-based organization’s new regional mission.
Walton Arts Center Governance Documents
Both the Walton Arts Center Council and the Walton Arts Center Foundation board of directors signed off on the proposal Monday evening, which included recommended amendments to the articles of incorporation for both boards as well as changes to the Interlocal Agreement between the city of Fayetteville, the University of Arkansas, and the Walton Arts Center that established the facility.
The board also voted to pursue a new 25-year lease for their Fayetteville campus, one that includes specific assurances to the city regarding the quality and quantity of programming at the original Dickson Street facility.
The Walton Arts Center Council was created in the mid-1980s as a joint venture between the city and the UA to construct, operate, manage, and maintain the Walton Arts Center as an agent for the city and university.
The governance changes proposed Monday – created with input by attorneys for the Walton Arts Center, the city, the UA, and the Walton Family Foundation – are all intended to facilitate a new regional mission.
“These changes are proposed to the governance of the Walton Arts Center in order to clarify the existing documents to ensure that the Walton Arts Center can continue to achieve its mandate of serving the arts needs of all residents of Northwest Arkansas,” said Greg Lee, chairman of the the Walton Arts Center Council.
The primary goals, Lee said, are to ensure the WAC’s flexibility to operate venues across the region, and to affirm and support the original partnership of the UA and the city.
The details of the restructuring proposal presented Monday are different than the original documents presented to Fayetteville Mayor Lioneld Jordan about a year ago.
According to a May 15 memo from city attorney Kit Williams, the mayor was not comfortable with the original proposal – which called for the creation of a 20-member self-appointed board – because he thought it removed too much of the city’s power and authority.
The revised proposal presented Monday includes provisions for a 19-member board made up of five appointees each from the city and the UA, with nine regional appointees coming from the Walton Family Foundation and the ability to grow proportionately up to 38 members if necessary.
Williams said the mayor also wanted to see assurances that the Walton Arts Center would continue to bring quality programming to the Fayetteville facility once a larger performing arts center is built in Bentonville.
“Mayor Jordan was willing to accommodate the desires of the Walton Family Foundation (as the Walton Arts Center’s major regular donor) and the Walton Arts Center Council if we received enforceable assurances and commitments to preserve the Dickson Street Walton Arts Center in a manner similar to its use of the last few years,” Williams wrote in the memo. “In other words, we believed we should receive legal commitments that once a larger facility was constructed in Bentonville, the Walton Arts Center on Dickson Street would not be relegated to second class status without Broadway musicals, etc.”
Those commitments, it appears, are included in the latest proposal.
According to a summary of the proposed changes provided to the board Monday, the articles of incorporation of the WAC would be amended to provide assurances regarding both the quality and quantity of performances occurring at the Dickson Street facility. The updated lease agreement between the WAC, the city, and the UA includes identical language.
Another change recommended Monday would be the removal of the arts center’s board to act as an agent of the city and UA, removing the arts center’s fiduciary duties to both entities. That same fiduciary duty to the city was called into question by Williams in 2010 when the arts center announced it would build the Bentonville facility.
Also part of the proposal, the city would be removed as agent for the Walton Arts Center Foundation (the organization that oversees the WAC’s endowment), and the foundation would return the city’s original $1.5 million investment in the endowment to be applied to the construction of the rebuilding of the WAC’s offices along the north liner building of the city’s upcoming parking deck project.
The WAC board on Monday also approved a resolution to seek a new 25-year lease for the Dickson Street campus. The arts center’s current lease is set to expire in 2017.
All but two board members voted to approve the proposed changes to the Walton Arts Center Council, with only Fayetteville-appointed members Steve Clark of the Fayetteville Chamber and Bill Waite, owner of Dickson Street Liquor, voting against. Before the vote, Waite questioned WAC President and CEO Peter Lane on his confidence that the city and the UA would be receptive to the changes.
Lane said that since city attorney Williams has been involved with the other attorneys representing the WAC, UA, and Walton Family Foundation in drafting the proposal, he felt that all interests were well represented.
Before any of the proposed changes take effect, they would also need to be approved by the Fayetteville City Council and the University of Arkansas Board of Trustees.
Attorneys from all sides will get an opportunity to fine-tune the proposal before it is finalized, and it is expected to go before the UA’s board of trustees this week.
No date has been set for the Fayetteville City Council to review the changes, but WAC chief operating officer Terri Trotter said she hopes aldermen will discuss the proposal next month.