I. NAME
The name of this cooperative partnership association is The Earthborn Film Cooperative, hereinafter referred to as Earthborn.
II. STATEMENT OF IDENTITY, PRINCIPLES, AND PURPOSE
Earthborn exists to patiently build a thriving film production cooperative as generally described in Joseph Bakanauskas's 2004 booklet, "Earthborn: A Proposal for a New Filmmakers' Cooperative."
The goal is to produce, market, and distribute films within a free and fair democratic structure, in accordance with the principles of the International Cooperative Alliance. These principles are: voluntary cooperation, an organization open to all willing to accept responsibilities of membership, democratic methods, limited rates of interest, fair distribution of profit according to value of labor contributions, education in and promotion of principles and techniques of labor cooperation, and active cooperation with other forces committed to the task of building a cooperative society of creative individuals.
Resources will be shared in the forms of creative networking, joint research efforts, group capital campaigning, group advertising/marketing, and other labor tasks.
Earthborn is dedicated to organizing filmmaking opportunities where none currently exist, and to welcoming experimental and personal visions within the framework of cooperative production.
III. COUNCIL GOVERNMENT
Earthborn's day-to-day functional operations are largely the responsibility of Earthborn's Coordinating Council.
Duties of the Coordinating Council include:
- Researching legal matters and developing legal resources.
- Researching manufacturing and distribution options.
- Maintaining the General Treasury.
- Keeping financial records.
- Developing hypothetical financial scenarios to assist cooperative decision making.
- Creating materials for outreach and publicity.
- Securing, purchasing, storing, and maintaining supplies for production.
- Creating an investable fund for health, welfare, and comparable benefits for members.
- Researching, securing, and maintaining facilities.
- Investigation and recruitment of new creative talent and technologies.
- Seeking new members to fill vacancies when necessary.
- Acting upon applicants for membership.
- Determining rates or amount of returns on bond programs, consistent with all applicable laws and regulations.
- Limiting the scope or number of projects that the cooperative can manage within a given time frame.
- Determining rates and methods of profit distribution, consistent with Earthborn rules and guidelines.
- Establishing business days and hours for operation and public accessibility.
- Designating the financial institution in which Earthborn General Treasury Funds shall be deposited.
- Facilitating major purchases of cooperative supplies and equipment.
- Coordinating elections.
Four officer positions within the Coordinating Council are elected every three years by the whole of the membership. These are:
Chairperson
Duties of the Chairperson include governing all Coordinating Council meetings and proceedings in accord with these rules, calling meetings to order, and maintaining order. The Chairman may call emergency meetings in extraordinary circumstances.
Second Chairperson
The Second Chairperson will accept all duties of Chairperson in the absence of the Chairperson.
Treasurer
Duties of the Treasurer include financial recordkeeping, maintaining the General Treasury, and preparing monthly financial reports for the membership. The Treasurer will make all final, official financial transactions in accord with Earthborn's democratic decisions. The Chairperson will accept the duties of the Treasurer in the absence of the Treasurer.
Secretary
Duties of the Secretary include taking minutes at all proceedings, preparing written documentation of proposals, and any other written materials and reports for membership.
Earthborn's Coordinating Council may decide to combine the Secretary and Treasurer positions into a single Secretary-Treasurer position.
Earthborn's members are empowered to create an elections committee to promote accountability and integrity in the internal electoral process.
Earthborn will establish annual all-membership meetings to review officers and general cooperative performance.
Officers are entitled to equal voice and vote at Coordinating Council meetings.
Officers are subject to recall and replacement by a majority vote of either the Coordinating Council or the general membership of Earthborn for just cause. (i.e. - not fulfilling duties when practicable, embezzlement, violating these rules)
All Coordinating Council decisions shall be made by simple majority vote.
At all Coordinating Council meetings and all other official Earthborn meetings, Robert's Rules of Order (Revised) shall govern the proceedings, except where they are in conflict with rules spelled out elsewhere in this document.
Changes to these operating rules must be approved by at least a two-thirds (2/3) majority of the Coordinating Council.
IV. ESTABLISHING COUNCIL GOVERNMENT
In Earthborn's initial "startup" phase, before any film project is slated, the Coordinating Council will exist under the "PHASE ONE" plan, explained in this section.
When specific filmmaking projects and agendas are finally established, further recruitment requires a transfer to the "PHASE TWO" plan, explained in this section.
PHASE ONE
Earthborn's membership will be an association of aspiring filmmakers dedicated to research, fundraising, and comparable preparatory tasks.
In this phase, the whole of the Earthborn association will serve as the Coordinating Council.
PHASE TWO
Each Earthborn member will be placed into one of six departments according to whatever they deem their primary creative or work role. These departments are:
ACTING DEPARTMENT
WRITING DEPARTMENT
DIRECTING DEPARTMENT
TECHNICAL DEPARTMENT
PROPS AND STAGEMAKING
MISCELLANEOUS SUPPORT
Each Earthborn department may opt to exist as a guild and create their own bylaws and dues structure, except where in conflict with these rules.
Each Earthborn department shall annually elect a representative member to Earthborn's Coordinating Council.
Any Earthborn member may offer him or herself as a candidate for a Coordinating Council officer position.
V. MEMBERSHIP
The application process for membership in Earthborn is open to all persons wishing to take a role in film creation and production, and who accept Earthborn's principles, decisions, and rules. (Screenwriters, actors, directors, technicians, and any other significant support.)
Applicants will communicate their specific relevant backgrounds and interests, in person or in writing, to either Earthborn's Coordinating Council or to the appropriate department within.
Members will not be a serious or chronic detriment to Earthborn. Expulsions from Earthborn shall only be for just cause.
Nonmember organizations or individual laborers in any aspect of our industry who express enthusiastic sympathy with Earthborn may be deemed Affiliates. Earthborn Affiliates shall enjoy primary consideration when outside support is necessary, and shall maintain the right to participate in and observe Earthborn's internal life and public work, while not possessing a decisive vote.
Earthborn members and affiliates are encouraged to make voluntary donations to Earthborn's General Treasury on a regular basis.
Each new participant in an Earthborn project will be a full member of Earthborn for 365 days. A membership will continue after 365 days when:
(A) the member has participated in another Earthborn project, thereby beginning another 365-day cycle
-or-
(B) no new Earthborn projects were established within the member's initial 365 days
-or-
(C) the member is holding Earthborn membership bonds that haven't fully matured
-or-
(D) Coordinating Council has established a membership dues scale and member is willing to pay membership dues
-or-
(E) an honorary extra year's membership is granted by Coordinating Council or through member referenda.
VI. WORKER RIGHTS
All working on Earthborn projects are entitled to the following:
ACTOR RIGHTS
* Fixed and planned work schedule.
* A permanent place in EARTHBORN’s actor database, which may be searched by outside agencies, as well as by Earthborn members.
* A right to consult with other filmmakers and explain professional judgment in interpreting character and characters’ perspective/motivation.
* No forced overtime work. An overtime pay scale when available, and when overtime work is voluntarily agreed to.
* Right to refuse work.
* If multiple callbacks are used during the casting process, actors will receive negotiated payment for the third callback and beyond.
* All actors will receive onscreen credit, including single card credit for central roles.
* Rights to approve or disapprove a piece of EARTHBORN merchandising when an individual actor’s visage is the primary aspect of the item’s marketability.
* Constant residuals from project for as long as it is marketed.
DIRECTOR RIGHTS
* To delegate responsibilities among the on-set support crew.
* Final decision about visuals, shots, and technics.
* Final editing decisions.
* “Co-Author” and Co-Owner (with writer) of the copyright to the finished film.
* Billing up front on a single card, as well as in end credits.
* Cast approval.
* Billing on ads and publicity materials.
SCREENWRITER RIGHTS
* Keeps copyright on original and shooting scripts as personal intellectual property.
* EARTHBORN facilitates formal registration of treatments and scripts with U.S Copyright and the Writers Guild of America (WGA), entirely in writer’s name.
* As writing is a primary and personal aspect of creative filmmaking, all writers will have the option of entering a joint-Director position, sharing all rights and responsibilities of directorship.
* If writer forgoes joint directorship, he/she still retains the right to attend shoots.
* “Co-Author” and Co-Owner (with director) of the copyright to the finished film.
* Billing up front on a single card, as well as in end credits.
* Billing on ads and publicity materials.
RIGHTS OF ALL OTHER CREW/SUPPORT
* Clearly defined job titles and duties.
* Credit in finished film.
* Fixed and planned work schedule.
* A right to consult with other filmmakers, make recommendations, explain professional opinion, and advocate for ideas.
* No forced overtime work. An overtime pay scale when available, and when overtime work is voluntarily agreed to.
* Right to refuse work for any reason.
Actors will be selected according to the specific requirements of a role. Casting decisions will not be arbitrary or capricious.
Further rights, rules, and responsibilities will be codified in future contracts and letters of agreement as they develop.
VII. DISCIPLINE AND RECALL
Charges of violating these rules may be brought against any member of Earthborn, and will be submitted to the Coordinating Council in writing.
Coordinating Council will circulate the charges to the general membership within 48 hours of receiving them.
Departments may not implement their own methods of discipline and recall.
Hearings will be democratically arranged and scheduled. At or before the start of the hearing, a Chair of Proceedings will be elected. Evidence and statements will be presented on both sides. This will be followed by opportunities for rebuttal, and then a vote to decide whether or not to discipline party/parties in question.
Charges will not be frivolous, capricious, or malicious.
Disciplinary measures normally available include, in order of severity: public or private censure, probation, suspension, and expulsion. Discipline will not be arbitrary or capricious.
Earthborn's Coordinating Council may opt to waive this procedure if a member's activity is an immediate danger to Earthborn's structure and functioning, or unnecessary because it involves a crime according to common law.
All disciplinary decisions will be consistent with legal standards of "just cause."
VIII. FINANCES AND GENERAL TREASURY
Earthborn's financial reserves will be deposited in a single account, referred to as Earthborn's General Treasury. Allocation of these resources will be determined by organizational procedures.
No General Treasury reserves may be spent or allocated arbitrarily.
Earthborn's Coordinating Council may create subsections of the General Treasury for funds allocated to specific collective projects.
All members have the right to all information regarding Earthborn's financial standings, and any real or proposed financial dealings.
IX. GENERAL PROJECT PROTOCOL
Normally, Earthborn will follow established protocol for project production and financial distribution. However, functional proposals can be proposed by Coordinating Council or membership and approved as temporary substitutes for the model protocol.
Unless decided differently, Earthborn's procedure for producing and marketing film projects under its umbrella will occur in the following sequence:
STEP ONE - Open discussion and establishment of projects members are willing to work on and complete during the to-be-established "Project Period," and in what capacities they would like to see them marketed and distributed. Members with screenplays or other project ideas are to submit them to the entire cooperative with estimated needs (cash, extras, actors, etc.) Profitability research and priority surveys may be employed at this stage.
STEP TWO - Determining the Project Period. This involves setting a time frame with grace period for each aspect of production, distribution, and delivery of the creative work. Within this time frame, participants will consider capital campaigns, publicity exercises, marketing strategies, and advertising. Credits and delegation of duties occurs at this stage. Members are encouraged to focus resources on a particular project if it can be reasoned that such focus will benefit the cooperative as a whole or substantially enhance Earthborn's General Treasury.
STEP THREE - Members on a project estimate available budgets, how much is earmarked for what, how much is in reserve, and how much must be raised, if any, to meet immediate costs of production. Sales and publicity packages are created to seek financial and media support.
STEP FOUR - Film is created with all available support. Records are kept by the director of hours each participant worked.
STEP FIVE - Marketing plan is implemented with the support of the Coordinating Council.
STEP SIX - 70% of net profit is distributed to the project's members; 30% is distributed to Earthborn's General Treasury.
Initially, the 70% member take will be distributed according to the following proportions:
ACTING DEPARTMENT: 10%
WRITING DEPARTMENT: 10%
DIRECTING DEPARTMENT: 10%
TECHNICAL DEPARTMENT: 23.33%
PROPS AND STAGEMAKING: 23.33%
MISCELLANEOUS SUPPORT: 23.33%
Within each department, these monies are distributed to project participants, proportional to the total number of hours each has worked. (Ratios are created to determine the rate of distribution.)
Each member within a department will have had a fixed hourly or flat rate of payment set at the start of the process described in Article IX of this document. For the purposes of this model, assume the following rates of payment:
Screenwriter - $100,000/project
Staff Writer; Text or Dialogue Editor - $31.25/hour
Writer of Original Work, if Adapted - $125,000/project
Director - $125,000/project
Assistant Director - $40/hour
Supporting Editor - $36/hour
Editor - $40/hour
Technical Support (Camera/Equipment Operation) - $38/hour
Props/Costume/Set Design (incl. Specialized Costume Makeup) - $31.25/hour
Cinematographers - $31.25/hour
Extras/Support Staff - $24/hour
Stuntpeople - $38/hour
Storyboard Artists and Other Artists - $31.25/hour
Makeup/Hair - $26/hour
Lead Actor - $45/hour on set
Supporting Actor - $35/hour on set
"Initial Threshold Salary" (ITS) is defined as each participant's hourly rate (h) multiplied by the actual number of hours worked on a project (n):
h(n) = ITS
-or-
ITS = [The flat fee as defined for Screenwriters and Directors in the sample above.]
When a participant reaches his/her ITS there will be a temporary halt on net profit distribution to that individual, and remaining net profit monies distributed to the department will be then distributed proportionally to all other participants in that department, until all participants' ITS levels are reached.
When all participants within a department reach their ITS there will be a temporary halt on net profit distribution to that department, and remaining net profit monies will be distributed proportionally to all other departments until all departments' collective ITS levels are reached.
Once all ITS levels are reached, all future net profits will be distributed to each department as follows, and spread proportionally among participants according to the number of hours worked:
ACTING DEPARTMENT: 20%
WRITING DEPARTMENT: 25%
DIRECTING DEPARTMENT: 25%
TECHNICAL DEPARTMENT: 10.1%
PROPS AND STAGEMAKING: 6.9%
MISCELLANEOUS SUPPORT: 13%
STEP SEVEN - Writer and Director may reinvest their share of the project's net profit, or any other personal funds, in wider marketing and publicizing of their film.
Films will be marketed as part of Earthborn for a period of five (5) years, after which the writer and director have the option of marketing independently. If the writer and director agree to select this option, Earthborn's rules of profit distribution will still apply.
Earthborn members understand that this cooperative organization they belong to is, in part, a creative support network. The subsidization and prosperity of a member's vision shall not occur at an excessive expense of their fellow members. All members can expect that returns to Earthborn's General Treasury will assist the subsidy, marketing, and general support of their fellow members.
X. TAX PROTOCOL
As profit/wage distribution will likely be irregular and unpredictable, individual members must shoulder an individual tax responsibility. Members will be advised by the Coordinating Council throughout each Project Period what the tax situation is likely to be the following year.
It is the responsibility of the Coordinating Council to facilitate all appropriate tax forms and documents for members who pay taxes to the United States of America or any state therein.
At the end of the tax year, Coordinating Council will utilize Internal Revenue Service (IRS) Publication 541: "Tax Information on Partnerships" and Return Form 1065, and will refer members to these forms/documents.
If applicable law mandates that Earthborn must be taxed as an organization, no individual member shall be personally liable and tax payments will be provided via the General Treasury.
XI. BOND ISSUANCE
Earthborn's Coordinating Council is empowered to issue two classes of Zero Coupon Bonds, designated as:
Member Bonds - Offered as incentive to recruit members.
Sustaining Bonds - Sold to supporters outside the cooperative.
Coordinating council will engineer a system of return for the bondholder proportional to the cooperative's profitability, or will develop a line item fund to facilitate the timely payment of returns for bondholders.
XII. MISCELLANY
At any Earthborn meeting, a three-fifths (3/5) majority shall constitute quorum.
Earthborn will create a standard seal and logo to adorn each project and generally support a public image for the cooperative.
Additional regulations that fall within the framework of this document, but which are not explicitly spelled out by it, may be created by Earthborn's Coordinating Council or by a two-thirds (2/3) majority member referendum.
Earthborn's Coordinating Council is empowered to create organizational subcommittees for investigation around particular issues or to work on specific tasks.
No second shall be required for motions proposed at Earthborn Coordinating Council meetings.
When practicable, Earthborn will seek union affiliation as a solidarity gesture with international labor organizations.
Earthborn members have the right to form internal caucuses and to attend and witness all Earthborn Coordinating Council meetings.
In the event that any provision of these operating rules is found to violate any Federal or State law, municipal ordinance, court order, or administrative ruling, the provisions so affected will be amended or deleted to the extent necessary to conform to the law, ordinance, order, or ruling. In all other respects, these rules shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned founding members of The Earthborn Film Cooperative:
x JOSEPH BAKANAUSKAS III
x SIMON O'REILLY
x ELI WILLIAMSON-JONES
Dated: August 19, 2004