It was originally compiled by the then SAC Director, Tim Mason, at a time when the status of voluntary arts boards began to seem distinctly risky, not least in the wake of the Insolvency Act of 1986, which, in its wisdom, made no distinction between the paid directors of commercial boards, and the wholly unpaid volunteers who sit on the boards of charities. CDS was intended to be the ‘vade mecum’ that would keep a novice board member on the straight and narrow, and give him or her the confidence to play an active and positive role within their organisation.
In the latter half of the 1990s, with the advent of National Lottery funds, the burden on these voluntary boards became ever greater, as they were expected to preside over huge capital projects, often involving the complete restructuring of their organisation. Questions began to be asked as to whether it was fair—or even practical—to expect unpaid volunteers to take on such levels of responsibility. Now the Lottery Funds have greatly diminished, but so it seems have many other funding sources, and those same boards are faced with striving for the very survival of their organisations. Through all this time, successive updated editions of CDS have been made available to remind fraught board members of their legal and moral responsibilities, and to recommend the best methods to ensure they are exercised effectively.
Now a new, thoroughly updated, sixth edition of CDS has appeared, and just as the first edition was Tim Mason’s legacy to SAC, so this new edition is the last contribution to be made by Graham Berry before he resigned the directorship and moved to Singapore.
In choosing to write a review, unlike Mark Anthony, I came to praise CDS, not to bury it. And it is still a very useful, and indeed important, guide which should be read by all those joining an arts board for the first time—and by many of those old hands at the business who think they already know what they’re expected to do. But for me, reading this new version raised some awkward questions and shone an interesting light on the current mindset of the Scottish Arts Council at this crucial time of transition.
I very regularly get approached by embryonic arts organisations, and the first thing I ask them is whether they want to go down a commercial, or a charitable, route. The answer is not always obvious. But CDS makes no such distinction. ‘Arts organisations’ is used throughout to refer to the charitable or funded sector, with no reference to the huge commercial arts sector—galleries, promoters, publishers, music venues, etc—which is the means by which most people experience ‘the arts’ and which has little or no involvement in the voluntary, charitable sector.
At the same time, the description of that charitable sector is structured to make it seem much worse off than the commercial sector, ignoring the facts that Lottery capital funds have often enabled arts organisation to avoid the burden of loan finance, that public funding can remove or relieve the pressures of monthly cashflow, and that non-profit-distributing companies are spared the intense pressure to enhance shareholder benefits.
In fact, CDS seems determined to paint the funded, charitable arts sector in the blackest possible light, as if doing its best to put off potential board members from ever risking involvement. Time after time, a paragraph on bad practice begins with a phrase like ‘too frequently’, ‘too often’, ‘frequently’, ‘seldom’, or uses a phrase like ‘rarely considered’. The constant repetition of such language builds up an overwhelming impression of an arts sector that is seriously, chronically, dysfunctional, mired in bad and improper practices, and ignoring best advice.
If this were true—and I don’t believe for a moment that it is—then surely the SAC has been failing in its duty for years, and successive editions of CDS might as well have been pulped in the warehouse for all the impact they’ve had. And for any brave soul who is not put off by such incessant negativity, and is rash enough to think of standing as Chair, there is the awful warning: ‘Chairing an arts organisation can be a thankless and onerous task, and whilst many might be prepared to join a board, few are willing to take on the work of the chair’. You have been warned.
On the plus side, this updated version now contains extensive and valuable guidance on the role of the new Office of the Scottish Charity Regulator (OSCR), and there is excellent advice on the minefield that is VAT legislation. But there are also a lot of curious omissions. In the section on company structures, there is no reference to the new entity, a Community Interest Company, which offers more protection than a commercial company, but is less onerous than a charity. Similarly, this new edition already seems out of date in making no reference to social enterprises, even though this may be the model which many funders (not least HIE) will be encouraging arts organisations to adopt in the future.
Such omissions limit CDS’s usefulness. Similarly, the section on company members is largely inadequate—this is an area where even experienced solicitors can become confused, failing, for example, to distinguish between ‘members’ as in a golf club (they own the club) and ‘members’ as in a leisure club (they pay for access to facilities and have no say in running the club). And the list of ‘useful websites’ is largely confined to regulatory bodies, and omits many important sources of helpful information and guidance, such as the Voluntary Arts Network www.voluntaryarts.org , the Scottish Council for Voluntary Organisations www.scvo.org.uk , Senscot www.senscot.net and Arts and Business Scotland www.aandb.org.uk/scotland .
Most fundamental of all, I feel that CDS fails to recognise that there can be many reasons why someone joins an arts board. Graham Berry’s foreword states that ‘it is invariably a passion for a particular art or activity which drives this willingness to become involved’. Not in my experience. Some people are there because they want to offer pro bono professional skills as solicitors or accountants, and very valuable they are too. There may be councillors who have been appointed to a board on the principle of ‘buggins’ turn’ (I remember one such case where the councillor in question actually voted against her organisation’s Council funding). There may be retired people who are just looking for an interesting social activity. Some have just had their arm twisted by a friend.
For such people—as well as for the true enthusiasts—Care, Diligence and Skill still offers a great deal of important and indeed essential information and guidance. It’s just a pity that, in doing so, it also seems to do its best to discourage anyone from ever becoming a member of an arts board! Over the last thirty years I’ve sat on very many arts boards—as staff member, Chief Executive, Scottish Arts Council observer and even, for a time, as Chair. Yes, there have been some very stormy and stressful times. But a lot of the time, being on an arts board can be very rewarding—feeling that you are making a useful contribution to an organisation that is exciting, successful, innovative and acclaimed. CDS would be even more useful than it is if it had done a little more to accentuate the positive, and to celebrate the many fine, high-achieving arts organisations which are led by positive, focused and dedicated voluntary boards.
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