PROPOSED CORPORATE GOVERNANCE DOCUMENTS FOR MEMBERSHIP REVIEW AND APPROVAL

As detailed in the December 2, 2022 Message from the Guild Presidents, PGA’s National Board of Directors voted to approve new documents proposed by the Bylaws Task Force in support of a governance restructure for the Guild. The goals of the restructure are twofold: 1) to update our Guild documents which are out of date, inconsistent, and not currently compliant with law, and 2) to have governance that better reflects the professional engagement of our members, provides direct pathways to leadership, and allows for flexibility to best respond to the needs of our ever-growing membership.  

The Bylaws Task Force, which consists of an equal number of members from each of the three Councils and represents 46 years of combined service on the National Board of Directors, spent three years evaluating the current Guild structure. In developing the documents, the Task Force took into consideration feedback from a broad, diverse range of members, including Board members, delegates, and regional and chapter representatives, as well as the goals and needs of the Guild, legal requirements, and best practices. Following this process, the Bylaws Task Force proposed, and the National Board of Directors approved, all documents in support of the restructure. In order to implement the new structure, the membership must now vote to approve two documents: the Amended and Restated Articles of Incorporation and the Bylaws.

MEMBERSHIP VOTE REQUIRED

In February 2023, all members in good standing will have the opportunity to vote on the two Guild documents that provide the foundation for the proposed restructure. These documents are: 

• Amended and Restated Articles of Incorporation of Producers Guild of America, Inc.: Available here. This document contains the Guild’s statement of purpose, powers, and other broad legal components required by California law. (If approved by the membership, this document will replace the Guild’s current Articles of Incorporation, last updated in 1967).
• Bylaws of Producers Guild of America, Inc.: Available here. This document outlines the basic governance structure of the Guild and includes legally-required information regarding the membership, the powers and duties of the Board, and broad rules of governance. (If approved by the membership, this document will replace the Guild’s current Constitution).

PRINCIPAL CHANGES

The restructure contemplates the following principal changes for the Guild:

• Unification of Members: Elimination of the separate Producers Council, AP Council, and New Media Council, which recognizes that throughout their careers, members may produce across different genres and have varying producing titles and responsibilities.
• Direct Election to the Board: Establishment of one level of Board leadership with the majority of the Board elected directly by the membership, instead of indirectly by the Delegates from the Producers Council, AP Council, and New Media Council. A more egalitarian Board, with over half of the seats open to any qualified member who is voted onto the Board by the general membership.
• Board Member Requirements and Recommendations: Creation of clear requirements and recommendations to serve on the Board in order to safeguard the mission, goals, and growth of the Guild for generations to come.
• Restructuring of Officer Positions to Reflect Professional Realities of our Members: Replacement of the “Vice President, Motion Pictures” and “Vice President, Television” positions with “Vice President, Producing” and “Vice President, Producing Team” positions, which recognizes that our members produce across, and not exclusively within, different media, genres, and formats. The new Officer positions draw both from producers developing and managing the creative and logistical vision of a production (“Vice President, Producing”), and from producers supporting, executing on, and reporting to those who are ultimately responsible for the creative and logistical vision of a production (“Vice President, Producing Team”). 
• New Board Seats for Committee and Task Force Chairs: Creation of Board seats for Chairs from Guild Committees and Task Forces, which provides pathways to leadership for members with boots-on-the-ground experience working on events, activities, and programs that benefit the Guild and its members.
• Addition of Directors to Executive Committee: Expansion of the Guild’s Executive Committee to include two generally-elected directors (in addition to the Officers).
• New Geographic Committees to Provide for Collaboration Around Local Producing Practices: Creation of Geographic Member Committees to allow for collaboration among members focused on producing in a particular geographic area and clarification that such committees may petition to become a Region if they grow to at least 10% of the Guild’s membership.
• Governance Documents that are Compliant with Law and Best Practices

TOWN HALL SESSIONS

In order to answer any questions Guild members may have prior to casting their votes, we will be holding four (4) separate virtual Town Hall sessions with Bylaws Task Force members, outside counsel, and Guild staff. We encourage all members to review the Articles and the Bylaws and, if possible, send any questions in advance to the Bylaws Task Force at townhall@producersguild.org, along with a note indicating the Town Hall session that you plan to attend so that we can be most efficient with your time and provide full responses.

Town Hall sessions will be held virtually on:

January 12th, 4 pm PST / 7 pm EST
January 24th, 6 pm PST / 9 pm EST
February 1st, 12 pm PST / 3 pm EST
February 15th, 9 am PST / 12 pm EST

We look forward to seeing you in the new year and wish you all a very happy and healthy holiday season!

*The proposed Bylaws make reference to the Guild’s Policies and Procedures Manual, which provide supplemental detail in support of the Articles and the Bylaws. These documents have been approved by the Board and do not require membership approval. If you would like to review the Guild Policies and Procedures Manual, please contact myarbro@producersguild.org. The current governing Articles and Constitution are located under “Governance and Policies” on the Guild website.