Our Bylaws

The Bylaws of the Online Film Critics Society

MISSION STATEMENT

The OFCS is a professional association for online film journalists, historians and scholars. The organization is a volunteer group run by its membership. The mission of the society is to further the growth of an informed film audience, to promote awareness of the Internet as a source of news and commentary, to provide a forum for the OFCS members to communicate and discuss ideas about journalism and cinema, and to encourage a high standard of journalism across the online media.

OFCS GOVERNING COMMITTEE

The leadership of the OFCS is conducted by the Governing Committee. The OFCS Governing Committee oversees the OFCS roster and membership policy. It is in charge of admitting new members, evaluating the compliance of current members, the arbitration of various rules and by-laws of the OFCS, oversight of the financial needs of the OFCS, working as liaison between the society and the film industry, media and online community, and the general administrative functions of overseeing the OFCS.

The Governing Committee consists of three individuals elected to 12-month terms. All members of the OFCS are eligible to be considered as candidates for this committee. Voting in the Governing Committee election takes place during the last three days of February, with the Governing Committee’s term lasting from March 1 through February 28 (or 29 if a leap year) of the following year. In the event there is a tie in the voting, a run-off election is held during the first three days of March, with the full Governing Committee’s new term beginning on March 4 and lasting through February 28 (or 29 if a leap year) of the following year.

In the event of a vacancy in the Governing Committee, a special election will be held to fill the position if that vacancy occurs between March 1 and December 31. If the vacancy occurs between January 1 and February 28 (or 29 if a leap year), the position will remain vacant until the regular election. The nomination and voting procedure for a special election will be identical to that used in a regular election. All terms expire on February 28 (or 29 if a leap year), regardless of when the member took office. If said election is held prior to September 30, the term will constitute a first year with regards to term limits.

The three officers of the Governing Committee will work in unison regarding the daily operations of the organizations. Decisions made within the Governing Committee will require a majority vote in order to pass. While responsibilities may be divided among the members of the Governing Committee, all three members will be considered as equals. No individual within the Governing Committee will have authority or powers that supersede those of the other committee members. No special title will be granted to any Governing Committee member.

MEMBERSHIP APPLICATIONS

Membership in the OFCS is open to all film critics whose work meets the organization’s standards of quality, and whose primary media affiliation is an online publication (including, but not limited to, websites, Internet magazines, blogs, and newsgroups).

No writer will be denied membership in the OFCS on the basis of race, religion, ethnic heritage, gender, sexual orientation, education status, profession or professional affiliation, political affiliation, physical disability, age, appearance, veteran status, place of residence, language, or membership in other critics groups. Furthermore, no person will be denied membership for being affiliated with an online entity that already has writers or editors in the OFCS.

However, membership will not be extended to the following:
Writers whose primary media affiliation is a print publication, or radio or television.
Writers whose online work was originally contracted for print publication and is only being republished online; or broadcast journalists whose radio or television broadcasts are only being republished online.

No one may apply for OFCS membership on behalf of someone else. Potential OFCS members must apply directly, of their own accord.

The following criteria must be met before membership may be offered:

  1. Applicant must show at least two years of experience in the field (as of January 1 of the current application period), with indications of ongoing work.
  2. Applicant must show at least 100 published film reviews. Reviews of current theatrical releases, older films, DVD and Blu-ray releases, and TV shows qualify. Reviews must be written and at least 400 words in length. (only reviews posted prior to January 1 of the current application period will be counted)
  3. Applicant must have, or write for, a website of professional quality.
  4. Applicant must offer meaningful contributions to the field of film criticism.

Applicant websites must have a method for sorting eligible film reviews (minimum 400 words) from all other articles. Sorting preference is in date order or a post date must accompany the individual list of reviews.

Membership applications are accepted every year between February 1 and June 30.

To process applications for the OFCS, the Governing Committee will request the volunteer assistance of the OFCS membership. Two types of volunteers will be requested. The first group will be those who wish to help review the quantitative requirements of membership (number and length of reviews, and tenure of critic). The second group will be those who will conduct the peer review of the applications submitted. This group will assess whether the applicants meets the qualitative aspects of admission (quality of website and quality of writing).

Before the Talent Scouts are provided a list of applicants to process, the application form itself, which will list the above requirements and ask the member to verify each question in specific, will be reviewed. Any applicant who submits an application that does not meet the above minimum requirements will be rejected without comment by the Governing Committee. Applicants rejected in this way will be permitted to re-apply the following year if they meet the stated requirements at that time.

The first group will go through all applicants on a schedule determined by the Governing Committee. They will specify whether each applicant has met these basic requirements. If the applicant does not, the application will be rejected and notice sent to the applicant by e-mail. Because applicants need to be honest on the application form, applicants who reach this stage of the process and are rejected will be prohibited from re-applying for membership for two years. Any subsequent violation of this requirement will result in the applicant being permanently prohibited from applying for membership.

Once the first group has completed review of the quantitative elements of the application process, the remaiing applicants will be passed through to the second group. The second group will review these applicants on a scheduled determined by the Governing Committee. Each Talent Scout will submit a vote of Accept, Reject or Undecided on each applicant. Only those applicants who receive a 2/3 majority of Accept votes will be granted membership in the OFCS. Each Talent Scout, including the members of the Governing Committee are given one vote per applicant and all such votes are counted equally. Whether each Talent Scout votes to accept or reject or without decision, they will submit a brief statement of areas for the applicant to improve on should they be denied membership. These comments will be collected and submitted to each applicant with their rejection letter. Members who are accepted for membership will not be provided this commentary.

Any applicant who is rejected two years consecutively, will be prohibited from re-applying for membership for one year. Otherwise, the rejected applicant may re-apply during the subsequent year’s application period.

For applicants who are not publishing in the English language, the Governing Committee will call on a member of the Talent Scouts or the OFCS membership to provide a translation of the applicants’ writing to determine the merits of extending membership. In the event the applicant is publishing in a language which no OFCS member can translate, the Governing Committee may call on a third party to offer an objective opinion.

MEMBERSHIP REQUIREMENTS

OFCS members are required to meet the following criteria:

  1. Publish at least 50 film reviews per year; or at least 35 film reviews per year, supplemented by at least 25 film-related features, interviews, essays, or substantive (at least 500 words) blog entries, or podcasts in which the artistic and entertainment merits of specific films are discussed in a substantive and professional manner. Film reviews should generally be at least 400 words in length to count toward a writer’s total, though exceptions may be made for writers who produce a large quantity of well-written shorter reviews.
  2. Maintain the highest level of quality in writing.
  3. Maintain a professionally designed website, or write for outlets that do.
  4. Participate in voting for the annual OFCS Awards, in the annual Governing Committee elections, and in other mandatory votes or polls as called by the Governing Committee.
  5. Write under their real names, or under reasonable, professionally established pen names (e.g., Mark Twain for Samuel Clemens). A member may write under an obviously fictional name, or “in character,” only if the member is also identified by his or her real name in a non-obscure place on the website(s) where the members’ reviews are published. Writers who obscure their identities in order to remain anonymous may not be members of the OFCS.

The Governing Committee reserves the right to withdraw membership if it is determined that a member:

  1. Has failed to meet any of the above criteria.
  2. Has intentionally misrepresented himself or herself to the entertainment industry, media, and/or online community as being a representative of the OFCS without the permission of the Governing Committee.
  3. Has used the online media to engage in attacks against a fellow OFCS writer designed to damage the writer’s reputation, professional affiliations and connections, and/or source of income.

The Governing Committee has the right to immediately withdraw membership if it is determined that a member:

  1. Has intentionally plagiarized material, regardless of when it occurred or when it was discovered. The OFCS defines plagiarism as the copying of a substantial portion of another writer’s work without attribution and permission. Examples of plagiarism include appropriating 20 or more consecutive words from another text, or appropriating half or more of the words in a passage of 50 words or more in length.
  2. Anyone who is accused of plagiarism has the right to know who has made the accusation. A meeting or conversation between the accused and the accuser will be coordinated by the Governing Committee, provided the accused wishes to confront his accuser.
  3. Has been discovered to be involved in the coordination of pirating or illegal resale of any material provided as part of, or as a result of, OFCS membership for illegal and unauthorized commercial distribution. This includes, but is not limited to, DVDs, CDs, VHS tapes, VCDs, workprints, press kits and related press materials and scripts.

OFCS members who have their membership withdrawn are provided with a two-week period to present an appeal of the decision regarding their status within the organization. If no appeal is presented during this two-week period, the membership will be considered permanently terminated. The Governing Committee will be allowed a two-week period to decide on the merits of the appeal. If the Governing Committee rejects the appeal, the membership in question is permanently terminated. OFCS members who have their membership terminated must wait one year from the time of termination to reapply for membership.

MEMBERSHIP AUDITS

The OFCS will conduct audits on its members annually. Two types of audits will be carried out. A Numeric Audit will be conducted annually on all members of the OFCS. A Quality Audit will be conducted each year on a portion of the OFCS membership as specified below.

The Numeric Audit will examine the basic quantitative requirements of membership: a minimum of 50 film reviews over the course of the prior 12-month period with each eligible review consisting of a minimum of 400 words. The 50 reviews may be supplemented by a number of other articles as specified in the MEMBERSHIP REQUIREMENTS bylaw.

The Quality Audit will examine the remainder of the MEMBERSHIP REQUIREMENTS including professionalism of site design and quality of writing.

The Numeric Audit will be conducted each year during the month of March. The Quality Audit will be conducted anywhere between March and August of each year, determined by the Governing Committee.

Only the Numeric Audit will be announced in advance, giving all members an opportunity to request waivers of the quantitative requirements based on professional or personal issues and are handled on a case-by-case basis. The Governing Committee will take all waiver requests under advisement when conducting the Numeric Audit and inform the member directly if their waiver will not be accepted.

The Quality Audit will be conducted as the Governing Committee sees fit and will be conducted for each member on a five-year cycle. All members admitted for 2011 and after will be audited every five years during the year of their anniversary. Members admitted prior to 2011 will be split into five groups. Over the subsequent five years, beginning in 2013, these members will be subject to one Quality Audit and based on the year in which the audit is conducted will not be subject to a new Quality Audit until the fifth anniversary of their prior Quality Audit.

Members not meeting the MEMBERSHIP REQUIREMENTS during either the Numeric Audit or the Quality Audit will be contacted individually informing them of their failure to meet basic requirements. Each member will be permitted one month to submit documentation or an explanation of why they failed to meet the specified requirements. The Governing Committee must then decide whether to revoke the individual’s membership or place them on probation for the period of one year permitting the member an opportunity to improve in the areas specified. If the Governing Committee decides during the next Numeric or Quality Audit that the probationary member has not succeeded in improving in those specified areas, they may decide to revoke the individual’s membership.

Any member having their membership revoked based on either the Numeric Audit or the Quality Audit may reapply during the next calendar year’s application period and will be subject to the same application requirements and application review as new applicants.

The Governing Committee may request the assistance of the Talent Scouts in processing the audits, but final decisions rest in the hand of the Governing Committee and no vote of the Talent Scouts will be conducted.

Additional audits of either type may be conducted periodically as determined by the Governing Committee without advanced notice, but adhering to the rules specified above. Any member of the OFCS may request an interim audit on a specific member they feel is not meeting minimum requirements. The Governing Committee has sole discretion on whether or not to carry out these spot audits and is not required to inform the requester that an audit has or has not been conducted.

Results of all audits will be kept private between the Governing Committee and the audit recipient regardless of result.

Neither a regular audit nor the larger Talent Scouts Committee shall be required for the Governing Committee to take action in cases of plagiarism, copyright infringement, or misrepresentation.

DECISIONS

Official decisions of the OFCS can be made in one of two ways, by a general vote of the membership, or by an official committee. All decisions made by a general vote are final. Decisions made by a committee may be appealed, using the procedures documented below.

GENERAL VOTES

Votes of the general membership can either be held online at the OFCS web site or via email addressed to the Governing Committee. A vote requires a simple majority of those casting votes to pass. No quorum is necessary. When it is determined that participation in a vote is mandatory, all members must vote. Ties will be broken by a runoff vote. General votes may be called in one of the following ways:

  1. A vote by an official committee specifically authorized by the Governing Committee to call for general votes
  2. A collection of 20% of the OFCS membership
  3. On an annual basis, or as required to maintain the various committees

TEMPORARY COMMITTEES

There will be two standing committees for the OFCS: the Governing Committee and the Talent Scouts Committee. All other official committees are temporary in nature, and may be formed by the Governing Committee or by the outcome of a general vote. Committees may only make official OFCS policy suggestions in the areas defined in their charter. All committees should be made up of at least three members. Members may serve on multiple committees. After a committee is formed, the committee may optionally choose a director from its members. Committee votes shall be determined by majority rule of all members of the committee.

The duration of a temporary committee shall be determined at the time of its creation, and shall not exceed one year. At the end of the specified duration, the committee will automatically be disbanded. The rulings of a temporary committee created for a specific task shall be looked upon as guidelines for future committees attending to that task (for example, the year-end awards).

ELECTIONS

The election of the Governing Committee shall be held on a schedule from January 1 through February 28 each year as outlined below.

    January 1: The existing Governing Committee will solicit volunteers from the membership for conducting the Governing Committee elections. Three such individuals will be selected to form the Election Volunteer Committee (EVC). Members of the EVC cannot be members of the current Governing Committee or be serving on any other standing or temporary committee. The Governing Committee will be responsible for providing the EVC with a current list of OFCS members with their valid e-mail addresses listed. Volunteers will be selected no later than January 15.
    February 1: The EVC shall announce the opening of candidature for the Governing Committee elections throughout the online forums and through e-mail to the entire membership. Candidates have two weeks to submit their intention to run for the Governing Committee.
    February 14: All candidates for the Governing Committee must be announced to the EVC by 11:59pm EST.
    February 15: The EVC shall announce through the forums and via e-mail the full list of candidates for the Governing Committee elections and shall solicit position statements from each candidate. Candidates will have one week to submit said statements.
    February 21: All candidates for the Governing Committee must have submitted position statements to the EVC by 11:59pm EST. Any candidate who fails to submit a position statement by this time will not have said statements posted to the general membership.
    February 22: The EVC will e-mail the entire membership with copies of the candidates’ position statements. Any information relevant to but not directly associated with position statements will be sent via a separate e-mail. The e-mail will list candidates in alphabetical order by surname. Any member who will not be able to vote in the election between February 26 and February 28 may request permission from the EVC to submit an early vote for the Governing Committee elections.
    February 26: The EVC will e-mail a ballot to the entire membership listing all candidates without position statements requesting votes for up to three members.
    February 28: All votes for the Governing Committee elections must be submitted to the EVC no later than 6:00pm EST. The EVC will tabulate and cross-check all results.
    March 1: The EVC will announce the new Governing Committee in the online forums and in an e-mail sent to the general membership.

In addition to the timetable above, the following rules apply to the Governing Committee Election.

  1. Voting for the Governing Committee is mandatory. If a member is unable to place a vote for any reason, he or she must seek a waiver from the EVC once it has been formed.
  2. The EVC will not discuss voting or results with the outgoing Governing Committee or any other party until the results have been announced to the entire membership. Under no circumstance may any member of the EVC reveal how a specific individual has voted.
  3. All discussion from the candidates on the issues of the election must be carried out in the forum. Under no circumstance shall a candidate distribute statements to or solicit votes directly from the general membership either through e-mail, private message, telephone or other method of interpersonal communication. Any candidate who is proven to have violated this rule will be given a single warning. Any further violation will result in the disqualification of said candidate and the candidate will be prohibited from serving on the Governing Committee for a period no less than three years.
  4. Any communication intended to be sent to the general membership outside of the forums must be submitted to the EVC for approval. The EVC must provide equal access to all candidates in the race. As such, the EVC will, upon receipt of non-standard communication from a single candidate, request comparable material from all candidates. Candidates are not required to submit additional material, but the opportunity must be given.
  5. Current Governing Committee members who are not running for re-election may assist or answer questions for candidates but may not officially endorse any specific individual or group of candidates for the position of Governing Committee member. Current Governing Committee members may not directly solicit votes for any member up for election. If this should occur, the candidate(s) in question may be disqualified from serving on the Governing Committee.
  6. In the event that fewer than three members should apply to become members of the Governing Committee, the EVC shall notify the membership on February 15 of a shortage of candidates and request additional candidates from the general membership. The request shall also ask for position statements from any candidates who submit their names for candidacy. This request will remain open for three days. On February 18, any additional candidates will be announced to the general membership.
  7. If a candidate withdraws from the race at any time, the EVC will notify the general membership of the change in candidates. If the withdrawal occurs during the final voting period, the vote will be extended by 48 hours to allow membership to change their votes to another candidate. When tabulating the results, the EVC will throw out all votes for the withdrawn candidate and the votes will not be replaced unless specified by the voter.
  8. Candidates shall maintain a proper and professional sense of decorum throughout the campaign. Any candidates using improper behavior shall, at the EVC’s discretion, be given a single warning. Any further violation will result in the disqualification of said candidate and the candidate will be prohibited from serving on the Governing Committee for a period no less than three years.

BYLAWS AMENDMENTS

Amendments to the OFCS bylaws shall be considered a special instance of official decisions, to be achieved by the following procedure:

  1. Either the Governing Committee OR a coalition of 10% of the membership (whose names shall be made public to the general membership) proposes to the general membership that a specific section of the bylaws be amended (or that a specific new section be added) and indicates which topics need to be addressed.
    • This proposal shall be made both in the private OFCS forum as well as to the entire membership by email; if the proposal comes from a coalition, the Governing Committee must conduct the coalition’s proposal, unaltered, by email to the entire membership.
  2. A discussion period of seven days begins, during which all OFCS members — including the Governing Committee and, if applicable, the proposing coalition — may express their views on the proposal, its necessity, its details, and whatever else is deemed necessary in relation to the proposal by the individual members.
    • This discussion may take place in private — as via email or telephone, or in person — as well as in the OFCS forum.
  3. At the end of the seven-day discussion period, if the proposing entity (either the Governing Committee or a coalition of members) remains convinced that their proposal has merit, the Governing Committee shall immediately convene a Bylaws Revision Committee. The Bylaws Revision Committee shall consist of EITHER one member of the Governing Committee (if the proposal originated with the GC) OR one member of the proposing coalition PLUS at least two other OFCS members from the general membership. The Bylaws Revision Committee shall consist of no more than five members in total.
  4. The Bylaws Revision Committee shall have one week from its inception to draft the language of the proposed amendment, based upon the recommendations of the proposing entity (either the Governing Committee or the coalition of members) as well as the input from the general membership during the discussion period.
  5. The Governing Committee shall put forth the official proposal from the Bylaws Revision Committee to the membership both by email and in the forum, allowing for one week of discussion among the general membership, accepting comments and suggestions both privately (via email, telephone, etc.) and publicly (in the forum, etc.). At the end of the one-week period, the Bylaws Revision Committee shall incorporate any changes deemed necessary and, within three days of the end of the membership-discussion period, agree to the final language of the proposal.
  6. The Governing Committee shall put forth the proposed amendment to the membership for a vote. The vote shall be adjucated by a Votes Counting Committee assembled by the Governing Committee that includes at least one member who is on neither the Governing Committee, the Bylaws Revision Committee, or (if applicable) the coalition.

Votes on bylaws amendments shall be open for three days, and are to be considered mandatory, with an “abstain” option.

In the event that 12 months have passed without an attempt to revise the bylaws, whether that attempt resulted in a revision or not, the Governing Committee may issue an exploratory call to the membership to determine whether any revision is necessary. If this exploratory call does not result in an attempt to revise the bylaws, no less than 12 months shall pass again before the Governing Committee shall make another exploratory call. (This limitation is not meant to hinder either the Governing Committee or a coalition of members from proposing amendments to the bylaws with whatever frequency they choose. It is intended to seek out input from the general membership only when neither the Governing Committee nor an organized coalition of members has seen a need to call for an amendment.)

OFCS AWARDS

The Online Film Critics Society will present awards annually recognizing the best motion pictures of the year. The rules governing eligibility, categories, scheduling and other information pertaining to the awards will be contained in a separate Awards Rules document.

The Awards Rules document will be reviewed annually by the Awards Rules Committee on a schedule documented herein. The rules document may be approved by a non-mandatory, majority vote of the OFCS membership.

The Awards Rules Committee will be composed of a minimum of three individuals. Any member of the OFCS in good standing will be permitted to participate in the committee. Volunteers for the Awards Rules Committee must be requested by July 1 to discuss the rules for the currently active awards year. All volunteers must submit their interest no later than July 15. The Awards Rules Committee will be formed no later than July 20 and will immediately begin discussion of the Awards Rules.

The Awards Rules Committee must have a final draft prepared for reference no later than August 1. A two-week membership review will be conducted; itemizing all changes to the previous years’ Awards Rules document and suggestions will be solicited from the membership and collected by the Awards Rules committee. On August 15, the Awards Rules Committee will reconvene to resolve any issues brought up during the membership review and formulate a final draft of the Awards Rules.

The final draft of the Awards Rules will be submitted to the membership for a vote on August 22 and the vote will remain open for three days. If the Awards Rules are approved, they will go into effect immediately. If they are not, another two-week membership review will be conducted beginning August 25 to address the issues that resulted in the failed approval. Once this is completed, the Awards Rules Committee will reconvene on September 8 to discuss further and a new final draft will be created and sent to the membership on September 12 for a new vote. If the Awards Rules are still not approved, the Rules will revert to the prior year and discussion will be halted until the next year.

(Current Awards Rules document)

FORUM BEHAVIOR

The OFCS Forums is broken down into two sections, a public area and a members-only area. Members should conduct themselves in a professional and courteous manner in both areas. All members and non-members will be treated with respect at all times. Posts will not be removed except in the cases of spam or violations of law or at the request of the poster.

All members are required to have an account on the official OFCS forums and provide the account name to the Governing Committee so they may flag the account as being a member in the organization. Members are not required to participate or contribute to the forums.

DUES & FINANCES

An annual membership fee of $5 is required to be a member of the OFCS.

Each Dues Year begins on March 1 and lasts through February 28 of the subsequent year. Dues shall be due no later than March 31 of the current year.

Any member who does not pay dues by the required deadline without prior consent from the Governing Committee will be suspended from the roster of membership. The member will have a 30-day grace period (until April 30) to correct any arrearage or have their membership revoked, requiring a new application for membership during the next year’s application period or any application period thereafter.

Dues may be submitted at any time for a subsequent Dues Year and will be held in reserve until the new Dues Year begins unless the Governing Committee determines a need exists for advance usage of dues.

If a member should fail to pay dues by the March 31 date without prior consent from the Governing Committee for two consecutive years, membership will be revoked without the 30-day grace period for the second occurrence.

If a member should be revoked or suspended based on the results of the mandatory annual membership audit, any dues already paid for the next Dues Year will be refunded if, after the appeal process is completed, the membership remains revoked.

If membership in the organization is revoked after March 31 for any reason other than the mandatory annual membership audit, dues for the current Dues Year will not be refunded, but any dues paid for subsequent Dues Years shall be.

New members are required to pay their first year’s membership dues prior to being approved for membership. These dues are to be received no later than August 31 after the receipt of the membership acceptance letter. If a member receives an offer of membership after August 31 of the same year, the first year’s dues must be paid no later than the last day of the month in which they received the letter or two weeks after receipt of the letter, whichever is greater.

The OFCS shall create and maintain a financial account where all dues will be collected.

All expenditures from the OFCS account must be approved by the Governing Committee with the exception of the following specified items, which shall automatically be paid when due:

  • Domain Name registration for the ofcs.org domain
  • Web hosting services

Welcome , today is Friday, April 18, 2014