Barbershop Harmony Society, Harmony Foundation boards seek court resolution
Boards look for permanent affirmation of status as related organizations
- Decision sought on relationship between BHS and Harmony Foundation International
- Society, Foundation boards maintain HFI is related to BHS, not fully independent
- Boards look to secure fundraising plans that advance the interests of BHS barbershoppers
- “Even in the midst of the coronavirus, BHS is actively supporting its barbershop community. We are honoring and preserving the past while pursuing an innovative and exciting future. We look forward to affirming the Foundation as an integral part of that work.” -- John Donehower, acting president of the Society Board of Directors
Acting on the advice of legal counsel and with input from members across the U.S. and Canada, the Barbershop Harmony Society and Harmony Foundation International together are seeking court resolution regarding the relationship between their organizations.
The boards of both organizations believe the Foundation is closely related to the Society, as established by a founding trust agreement and the HFI bylaws. The boards seek affirmation of this status through a federal court filing made this morning.
With such a court declaration, they will pursue a shared vision and shared priorities for advancing the interests of barbershoppers, their singing communities and those who benefit from BHS services.
The action follows three years of effort to garner alignment between the organizations and to secure concrete fundraising plans that would allow the Society to accelerate its delivery of programs, events and resources.
Certain Foundation leaders instead have moved to operate as a completely independent entity, setting their own direction and refusing to acknowledge all of their Board of Trustees members.
“We are deeply disheartened that this extraordinary partnership of 60 years has disintegrated,” said John Donehower, acting president of the Barbershop Harmony Society Board of Directors.
“Our members have told us to fix this — to bring the family back together. This is a question of governance. It is about having an unequivocal, cohesive and enthusiastic commitment to advancing the barbershop community and all of those who benefit from BHS services,” he said.
A history of working in tandem
The Society and Foundation have always been intertwined. For example, the Foundation is included in the consolidated financial statements of the Society, which is the principal reporting agency. This matter alone compels the boards to resolve the governance issue by spring.
Randy Loos, Society board member at large and chair of the Foundation board from 2004 to 2008, said the two boards historically worked in tandem to achieve key goals.
“During my time as HFI trustee and board chair, the two boards worked through a fundraising strategic plan together in 2003 and in 2005/2006,” Loos said. “Such collaboration and support of BHS initiatives are imperative; it’s what should happen between an organization and its fundraising arm.”
BHS has given the Foundation more than $2 million in support the past five years. This includes $745,000 to repay HFI debt created by a high overhead cost structure. It further includes benefits such as free rent, technology services and marketing; free premium seating during BHS events; and free access to and use of the BHS membership list.
Certain foundation leaders move to separate
Despite the joint history and founding documents, certain Foundation leaders have separated themselves from the Society. Their actions have included:
- Secretly rewriting their bylaws in April, even though such action is in the jurisdiction of the Society Board, and removing BHS ex officio representation from their Board of Trustees.
- Not recognizing or communicating with a majority of the Trustees appointed by the Society Board in March.
- Refusing to provide a strategic fundraising plan during the past three years.
- Failing to evaluate and reduce overhead costs in order to return more than 36 percent of BHS member donations to the Society, its members and singing communities. The Society Board has pushed HFI to increase this rate to a more typical return between 65 percent and 80 percent.
“Harmony Foundation has been our fundraising arm for six decades, helping to bring our programming and educational opportunities, our events and resources to fruition,” Society Board Member Jeremy Albright said.
“It is imperative now that we clarify the relationship, ensure cost efficiencies, set goals, align the work of HFI’s excellent fundraisers to BHS priorities, and accelerate their efforts on behalf of barbershoppers past, present and future,” he said.
Society, Foundation Boards vote to affirm relationship ‘once and for all’
On Tuesday night, the Society and Foundation Boards met separately and voted to take legal action that would cement their status as closely related organizations in perpetuity.
“The discord Foundation leaders have created is unacceptable," HFI Trustee Dwayne Cooper said. "We value harmony above all else. And we look forward to restoring it. For now, we have a responsibility to BHS members, to donors across the generations, and to the barbershop community as a whole to take action.”
BHS CEO Marty Monson said the Barbershop Harmony Society has honored the Foundation as part of the Society since its Board approved the formation of HFI in 1958.
“Today’s filing seeks to cement the proud, historic relationship between us so we all move forward with a shared vision and shared priorities,” he said. “We should be in this together, creating the most vibrant, active future possible for our chapters and districts and for barbershop as a whole.”
As communicated this summer, BHS has initiated a limited internal fundraising capacity. Two new team members are pursuing fundraising opportunities while the BHS/HFI relationship issue is resolved. Foundation staff members who share a passion for the BHS vision and priorities will join with the new staff once the governance issue is resolved.
For more information, please review our Key Issues page, which provides links to all communications related to the BHS/HFI issue.
Frequently Asked Questions
Why go to court over this? Why does it matter if HFI is independent?
It is the position of board members approving the court filing that the Barbershop Harmony Society and Harmony Foundation International are closely related organizations, as established by the Foundation's legal bylaws and a trust agreement.
The boards seek affirmation of this status and believe HFI cannot be independent if the two organizations are to ensure a shared vision and a shared set of priorities for advancing the interests of barbershoppers, their singing communities and those who benefit from BHS services and resources. Additionally, they believe the close relationship is necessary in order to protect the donations of past, present and future donors, to ensure maximum returns on those donations, and to deliver maximum support of chapters, districts and barbershop communities.
Society board members and leaders have been working for years to gain alignment between the organizations, to no avail.
- Certain HFI leaders, including some trustees, have moved to become fully independent, despite a 60-year history between the two organizations.
- In April, for example, they secretly rewrote their bylaws, even though such action is in the jurisdiction of the Society Board of Directors, and removed BHS ex officio representation from their Board of Trustees.
- HFI has returned less than 40 percent of the money donated by BHS members to the Society, its members or singing communities. (In contrast, HFI has taken on another external organization with a commitment to return 80 percent of the resulting funds to that entity.)
- BHS has requested concrete fundraising plans from Foundation leaders and unfortunately, such plans have not been produced.
- HFI now describes the endowment created through donations from BHS members and supporters as being for the benefit of HFI, not BHS.
Has the full HFI board endorsed this action?
No. The Dec. 1 meeting included a majority of the HFI trustees — those elected by the Society Board of Directors in March, as allowed by the trust agreement between BHS and the Foundation. Certain HFI leaders, including trustees, have refused to recognize these new Foundation board members, which is one of the key questions the court is being asked to resolve.
A minority of the HFI Board — its nine original members — amended the HFI bylaws in April to eliminate Society Board governance rights and not recognize the newly appointed trustees. The lawsuit filed Tuesday night contends such action is contrary to the HFI bylaws and therefore is invalid. This question of governance is a topic of the lawsuit. Those who voted Tuesday night believe the legal board includes all 25 members.
The April amendments made it clear that certain HFI leaders and trustees were acting to separate fully from the Society. BHS learned of these bylaw amendments in July, at which time talks between leaders of the organizations and their boards came to a clear impasse.
Bringing the boards together and acting in unity is the ultimate goal of this action. Such potential is so very needed by all of us — and for the long-term future of barbershop.
What does this mean to barbershoppers? What would change if the court affirms the two organizations are one?
This action means that the relationship between the Barbershop Harmony Society and Harmony Foundation International will be legally cemented going forward.
This is a monumental opportunity in keeping with the Society Board’s 1958 decision to create the Foundation. It is a decisive opportunity to solidify closely related organizations, with one shared vision and one set of shared priorities.
The resulting efforts will advance the interests of BHS barbershoppers, their singing communities and those who benefit from BHS services and resources. Barbershoppers will know that their previous, current and future contributions are aligned to support their interests, their hobby, their passion. Going forward, barbershoppers will be confident that a much higher percentage of their donations — as much as 85% — will go to their chapters, districts and designated interests.
What is the expected legal process? When is a court decision likely?
The original filing was made Dec. 2 and followed by a preliminary injunction motion on Dec. 17. Judges issue preliminary injunction orders early in lawsuits to stop defendants from continuing allegedly harmful actions.
The proposed order includes:
- Requiring HFI Board of Trustees meetings to include all 25 members, with a quorum present in order to approve any action.
- Restricting the name and Harmony Foundation trademark for use only for the benefit of the Society, its chapters, districts or subsidiaries
- Requiring funds donated by BHS members or pre-existing HFI donors to be placed in escrow until the litigation is resolved, with funds distributed in ways outlined in the trust agreement or as directed by donors for allocation to BHS districts and chapters.
- Restricting funds or loans from being used to pay for HFI or defendant legal fees.
It’s impossible to predict exactly when and if the judge might issue orders, or schedule hearings or trials. We do expect to hear from the judge, at least about the preliminary injunction and/or possible hearing dates, sometime in January or early February.
What happens once the court issues its opinion? What will happen to HFI employees?
The BHS and HFI boards first will have to review and understand the outcomes. With a ruling in favor of continuing the 60-year, close relationship between BHS and HFI, it can be expected there will be an assessment period to understand how best to align the organizations and best support BHS and its roughly 700 affiliated organizations, including chapters and districts.
We anticipate Foundation staff members who share a passion for the BHS vision and priorities will join with the two BHS fundraising staff. The HFI staff members are well-respected, long-time friends and role models of barbershop. It is unfortunate they are caught in the middle, and we look forward to working side-by-side with them — hopefully soon.
How does this compare to the fundraising strategy announced by BHS this summer?
BHS this summer began to develop its own limited, internal fundraising capacity. That preliminary step was designed to help fill the gap that had arisen because of the increasingly separate approach of certain Foundation leaders, who were setting their own goals and priorities and not providing concrete plans to support the BHS community.
While the relationship issue with the Foundation is being resolved, two new BHS staff members are pursuing fundraising opportunities, from members as well as from institutions, foundations and other individuals who are involved in the barbershop ecosystem. Foundation staff members who share a passion for the BHS vision and priorities will join with the new staff once resolution is reached.
Should I not make a donation to Harmony Foundation anymore?
This decision is a personal one. However, we will say this:
- Donations to the Barbershop Harmony Society are tax-deductible and easy to make. You can donate online, contact email@example.com or call us at 615-523-3061.
- You can designate up to 85 percent of your donation to go back to your chapter or district. We transmit your funds to the chapter or district within 45 days, rather than making you wait three to nine months as was happening in the past.
- You also can target your donation to areas such as transforming young lives, uplifting music educators, forging connection and community, and preserving barbershop for years to come.
What will happen to funds donated to HFI in the past?
At this point, we cannot speak for the Foundation. That’s part of the issue we anticipate will be resolved in the courts. We do know that donations that have been made subject to donor restrictions will continue to be restricted until the designated conditions have been satisfied.
What will happen to HFI employees going forward?
We anticipate Foundation staff members who share a passion for the BHS vision and priorities will join with the two new BHS staff once the governance issue is resolved. These are well-respected, long-time friends and role models of barbershop. It is unfortunate they are caught in the middle, and we look forward to working side-by-side with them — hopefully soon.