Nightingale, the celebrated architect-led housing provider, has been restructured from a social enterprise to a not-for-profit organization and a string of changes have been made to the way it operates. The transition has caused a rift among its founding architects over issues of transparency, governance and the perception of potential conflicts of interest.
Architect Andrew Maynard, who was a shareholder of Nightingale’s previous entity, has questioned how the not-for-profit organization has been set up, publishing a series of posts on social media decrying the birth of “another green-washed developer.” While Maynard welcomes the organization’s transition to becoming a not-for-profit, he objects to the make-up of the new organization, noting that it’s “what’s under the hood that counts.”
Andrew Maynard, left.
Image:
Peter Bennetts
Nightingale’s new constitution names two founding members, Jeremy McLeod and Tamara Veltre. The constitution also states that members can vote at annual general meetings and change the constitution through a special resolution.
This, according to Maynard, gives control of the organization to a select few. “Why would we have Jeremy and his wife as the only members? There are many other not-for-profits that have thousands of members. Why wouldn’t you have everyone who owns a Nightingale home as members, so you actually have a lot of people there to protect the founding principles of sustainability and community, instead of just two people?”
Angela Perry, chair of the Nightingale Housing board, said that the change was being made to ensure the project couldn’t become about profits. “One of the biggest drivers behind the change in structure was a concern that previously its was owned by five people – Andrew Maynard, Jeremy Mcleod, James Legge, Peter Lalor and myself.
“Under that structure, it was possible for it to be sold, monetized, and for the dividends and profits to flow back to those shareholders.”
“Our intention, and the intention of all of the founding individuals, was that that should never happen. We collectively made the decision to ensure that there aren’t any owners going forward.”
Jeremy Mcleod.
She said that a formally not-for-profit Nightingale would also align ethically with some of the organizations it is working with to deliver affordable and equitable housing, including religious landholders such as Fresh Hope in Sydney and the Baptist church in Melbourne.
“We’re not averse to increasing membership,” she continued. “We created the first two members as Tamara and Jeremy in order to get the not-for-profit up and running.
“However, most not-for-profits have limited number of members for a reason and that’s because it becomes incredibly difficult get a quorum at AGMs in order to vote on certain things.”
Maynard also raised the issue of the possible perception of a conflict of interest. “When you have a person who is the member, who is also the managing director and distributing the work – [several of the Nightingale] projects went to his own company – when you have those conflicts of interest, that’s damaging to the organization.
“This isn’t about Jeremy,” he said. “He’s led this remarkable housing revolution, it is incredible. My concern is about how we have good governance that protects the remarkable work that has been done.”
But Perry said the concerns around governance were “a little bit misplaced” because the “fundamentals of a not-for-profit can never be changed.”
“Tamara and Jeremy have the ability to change the constitution but not in relation to the not-for-profit clauses, nor the wind-up clause. We believe the most important things are protected within the constitution because of the very structure that we have.”
A statement from Nightingale issued on 1 June explained further, “Some have questioned the relationship between Breathe and Nightingale. Breathe has bought [sic] five of those projects to Nightingale under the licence model. The additional two projects that were allocated to Breathe by Nightingale were done so on merit, recognizing the studio’s proven track record in delivering great buildings while keeping costs within budget. In both instances, the Nightingale delivery team worked in conjunction with external partners and funders to select the architect that was best placed to bring confidence to future residents and could complete the design and delivery under tight timelines.”
Nightingale will also do away with its pioneering licensing model, which was predicated on architects securing their own sites and raising the funding themselves.
In its seven years of operation, Nightingale Housing has issued 33 licenses and completed three apartment projects with 11 under construction. But the company believes its progress could be better and that its licensing model, in fact, has been a significant hurdle and many architects have struggled to secure funding.
Instead, Nightingale will essentially become the developer, with in-house teams that will undertake feasibility studies and raise financing.
“The future model is Nightingale will take the risk, not the architects. We want the architects to do what they’re really good at, which is designing incredible buildings,” said Nightingale founder Jeremy Mcleod.
Nightingale will choose from a pre-assessed panel of practices, based on guidelines around their capability, sustainability and the gender diversity of their leadership teams. Three practices will be invited to tender on any project, from which the board will choose one.
“That will give the opportunity for everyone to work on projects, based on what their skill-set is, instead of relying on architects to bring projects to Nightingale.”
“I’ve come on a long journey basically,” McLeod admitted. “It’s been a very imperfect journey and we’ve got a lot of improving to do.”
Maynard says that despite some of the hurdles, “Nightingale is fulfilling its mission, we are delivering sustainable, cost-effective, community-orientated homes.
“Jeremy is a remarkable visionary; I’m never going to doubt that. [But] Jeremy doesn’t have to do it all. Why don’t we have an independent, not-for-profit housing provider? That would be pretty great.”
Nightingale’s statement issued on 1 June also said, “As part of moves to further strengthen governance at Nightingale, the organization plans to appoint a Chief Executive Officer in the medium term. Adding three additional members to the not-for-profit entity also remains a goal in a similar timeframe.”
In response to Maynard’s social media posts, McLeod and the other directors sent him a defamation concerns notice. But McLeod has since told the Australian Financial Review that the notice has been retracted and “His posts are a matter for him.”
Source: Architecture - architectureau
