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Monday, May 17, 2010

IAWTV Bylaws: "Article 436"

"Article 436" of the IAWTV Bylaws reads:

Conflict of Interest

1. Any member of the board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse him/herself and will vacate his seat and refrain from discussion and voting on said item.

Really? Nope. It is called "Article 436" for a reason! It does not exist!!!!

Article 436 is really Article "VII. Conflict of Interest" from an article on "How to Write Non-profit Bylaws."

The real question is: "Should it?" More to the point why was such an article not included in the IAWTV Bylaws, who made that decision and why?

We know that Brady from Tubefilter is a bit of an expert in forming non-profits and he was involved in the formation of the IAWTV so perhaps he would like to explain why no such article was included?

The issue becomes pertinent because while it was certainly discussed before the Streamys, the conflict of interest between Tubefilter and the IAWTV has been a hot topic of conversations since. With the "Tubefilter guys" holding 5 out of the 11 seats on the Board of Directors of the IAWTV it is clearly an important topic. Even the Tubefilter guys have admitted that this number is not appropriate, yet despite their involvement in the debacle that was the Streamy Awards not one of them has seen fit to step down from their position on the Board of Directors of the IAWTV.

If we really want to "Rebuild The Trust" a good first step would be for at least 4 out of the 5 Tubefilter guys to take such action effective immediately. Since Brady Brim-Deforest is the Executive Director of the IAWTV it would probably be harder for him to step down until he is replaced.

From the IAWTV Bylaws:

Section 7. Executive Director. Subject to such powers, if any, as may be given by the Board to the Chairman or the Deputy Chairman, the Executive Director shall have the powers and duties of management usually vested in the general manager and chief executive officer of a corporation and has, subject to the control of the Board, general supervision, direction, and control of he day-to-day business and officers of the Corporation.

Yesterday we suggested that it would be a good idea for the membership of the IAWTV to elect an entirely new Board of Directors that reflected the current opinions of its membership. Having 4 new Board Members would be a good first step in that process because if an initiative like a proxy ballot comes from within the Board it is much easier to implement.


mm

Full text of the IAWTV Bylaws.

For more information on the 436 see LGPedia

The icon is a screen shot from KateModern where the 436 was given a cameo.

Joe, the creator of the 436 could not be reached for comment.

19 comments:

  1. This article came out of the need to read the entire IAWTV Bylaws to better understand the process by which the membership of the IAWTV could dissolve the current Board and form a new one.

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  2. Wow. Um, yes, this is an excellent point.

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  3. You had me there for a second.

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  4. I've brought it to the attention of the IAWTV through the Member Forum.

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  5. Thanks.

    It would be nice if it was an open discussion but that is a choice the IAWTV made I guess.

    I can understand why the IAWTV might want to make certain discussions private, but for a lot of stuff it would be nice to see the entire web series community at least be able to see what is being said. For a lot of topics it might even be beneficial to allow the larger community to participate in the full discussion, but maybe they view that as a perk of membership of a private organization.

    Was the decision to make the board private a decision made by the full membership, the Board of Directors or the Executive Director of the IAWTV?

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  6. I think the IAWTV needs a private forum like they have. There a lot of members who want to remain private and can discuss issues internally, before presenting to the public.

    It's like any organization discussing and planning events/products/projects in private before releasing it to the public.

    The theme of the last IAWTV meeting really summed it up, we're trying to figure out what we want it/us to be, then we'll show everyone else.

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  7. As MM said, the longer the LA Bubble hides behind a curtan, the less relevant they will become.

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  8. Bernie, the IAWTV and the Streamy awards have materially damaged everyone involved with web series. You have not even fixed the Board of directors first. How can you expect anyone to trust what is going on behind a walled garden?

    We have seen allegations of blacklists. We have seen allegations of mob rule. We have seen allegations that individuals were rejected by the IAWTV without reason. And, now you think these problems can be fairly investigated before fixing the core problem with the Board of Directors of the IAWTV?

    Can you honestly expect us to trust what is going on behind a walled garden which has been infested with conflicts of interest?

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  9. To clarify one thing. After the Streamys there were a lot of calls for those responsible to be "fired". I took a different direction by trying to better understand the relationship between Streamys LLC and the IAWTV.

    Streamy LLC is a private company owned and operated by Tubefilter and as such they have every right to do what they want. That is what being a private company is all about. If Tubefilter wants to have its own award show then that is its business. However that is not what was set up.

    The IAWTV is supposed to be an independent non-profit. Can anyone honestly say that today the IAWTV is independent? Until that core problem is fixed, nothing that the IAWTV does will have any legitimacy. That is why I initially proposed the early election of a new Board of Directors. If the membership want the same people on the Board then it is within their right to elect them. If they want change, that is also within their right. However if the membership supports the current Board as it stands without immediate change then the membership have become part of the problem.

    In terms of the awards that can be dealt with after some of the more pressing problems are resolved. However if Tubefilter were to donate ownership of the Streamys and all intellectual property associated with the Streamys to the IAWTV that would certainly remove a lot of barriers.

    Down the road that would give the IAWTV the opportunity to continue the Streamys as an independent award show. Clearly they would need to hire producers and if at that time they felt Tubefilter was the best fit then that would be a choice the IAWTV could make.

    If Tubefilter prefers to hold on to ownership of the Streamys then clearly Tubefilter will need to find a new voting body.

    ReplyDelete
  10. One more thing...

    Brady is currently the Executive Director of the IAWTV

    As stated in the article:

    "Section 7. Executive Director. Subject to such powers, if any, as may be given by the Board to the Chairman or the Deputy Chairman, the Executive Director shall have the powers and duties of management usually vested in the general manager and chief executive officer of a corporation and has, subject to the control of the Board, general supervision, direction, and control of he day-to-day business and officers of the Corporation."

    What that essentially means is that Brady is the effective CEO of the IAWTV. When it comes to a corporation the CEO is where the buck stops. They are responsible. Now the Executive Director is appointed by the Board of Directors.

    Brady was deeply involved in the Streamys, he is the Executive Director of the IAWTV and he is on the Board of Directors of the IAWTV. Given the massive systemic failures at both the IAWTV and at the Streamys we clearly need an impartial Board of Directors who can decide if Brady is the appropriate person to have as Executive Director of the IAWTV. The current board could hardly be viewed as impartial so how do you expect the web series community to have any faith in their decisions?

    Once again you need to fix the core problem with the Board of Directors of the IAWTV before you can do anything legitimately to move the organization forward.

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  11. Modelmotion: I assure you your thoughts are heard and agreed upon by many in the IAWTV. The question is: how many? For good or for bad, there are over 200 members of the IAWTV that were elected prior to the Streamys. 200+ people who are trying to figure out where they fit in the IAWTV, where they want it to go, etc. 200+ people who have lives outside this newly formed organization (leading to not all of them able to devote 100 percent of their time to it). That is going to take some time. Your points are valid, reiterating them is totally fine if that's what you feel you need to do...but please keep in mind things are going to move as fast as organizing 200+ people can.

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  12. Jenni has a valid point, getting the IAWTV membership to all sit down and discuss something is only slightly easier than herding cats. For that reason I honestly think the first course of action is to elect the board of governors.

    The board of governors posts have never been filled; therefore, an election can be held anytime, unlike the other board who's term does not end until December. Once they have people willing to fill the posts, that is.

    The new board could develop the 'plan of action', which the larger body could then discuss, revise, and ultimately accept or reject. In short, the IAWTV needs to function more like a Republic and less like a democracy or as it is now a Tubeocracy (c).

    Also, Bernie made a valid point somewhere up there in the stratosphere of comments. The next meeting is sometime in June, I for one feel they should have that time to figure out what they want to do going forward, so at this point there is no further need to beat this already dead and quite frankly rotting, putrefied horse.

    Realistically, the IAWTV doesn't have anything to do substantially until oh, November when the next round of Streamy nominations begin.

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  13. Any action that the IAWTV takes before they revise the Board of Directors would in my opinion be illegitimate. The Board is full of conflict of issues and some of the main concerns involved as we go into the future involve actions and decisions taken by Board Members. You need to fix the core problem with the Board of Directors before you can rebuild the trust going forward.

    The Board of Governors is merely an advisory body. They have no operational control. If the deck is stacked at the top with a Board of Directors filled with conflict of interest how can you honestly expect substantial and productive change?

    A Board is a very powerful thing. Quite often, even with a relatively disperse Board the CEO (or in this case Executive Director) has an inside track with the Board and the Board will often go along with what the CEO wants. If you think changing the Board is going to be easy it is not. It is going to take each and every member standing up an demanding what is right.

    If the membership does not agree with the opinion expressed here that is their choice but in that decision they will be making them self accountable for what happens going into the future. The time for action is now. You either move to change the Board immediately or you don't.

    Either way I am fully aware it is a complex process and will take time, however it is the one and only issue that the membership should be focussed on right now because if you do not change the Board you are by default embracing the status quo. And, in my opinion a status quo is simply not acceptable.

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  14. mm,

    My understanding is that it is the opposite situation, that the Executive board is an advisory board, whereas the board of governors would, well govern. In other words, it would handle the nitty gritty operations of the organization.

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  15. ARTICLE IX BOARD OF GOVERNORS
    Section 1. Purpose Of The Board Of Governors.

    The purpose of the Board of Governors shall be to serve the Board in an advisory capacity. The Board of Governors shall have no authority of, or responsibility for, supervision, direction or control of the business and affairs of the Corporation and cannot vote on Board matters (except to the extent required in connection with fulfilling a role as a member of a Committee or Sub-Committee, if at all).

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  16. http://www.iawtv.org/files/IAWTV-Bylaws-12-1-09.pdf

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  17. Well, no one has stepped down yet, so I guess it is now up to the membership to take action. But will they?

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