QUALITY CONTROL DIVISION
VP Quality Control Pursuant to the By-Laws of the Company: The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. More than two offices may be held by the same person.
The Board of Directors may appoint such officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise power and perform such duties as shall be determined from time to time by the Board of Directors.
Therefore, such Duties and Responsibilities shall be as follows:
The VP Quality Control supervises and maintains the quality control of the Company by creating courses and training programs for hatting up executives, staff and students. He or she reports to the Exec VP Operations.
VP QUALITY CONTROL MAJOR RESPONSIBILITIES:
o Compiles Courses.o Establishes and operates the EOP to increase the competence, happiness, morale and quality of Company employees and students.
o Validates Up-Stat people and corrects of Down-Stat people.
o Establishes and Chairs the Quality Control Board.
o Sells "Franchises" to Producer/entrepreneurs approved by the Quality Control Board.
Products: 1. Highly Trained and on-purpose Filmmakers & Executives in the Company and
2. Franchises in operation in the field.
Stat: Gross Income from the Products of the Division.
Custody: Course Manuals, The EOP, Blank Certificates of Graduation.
o Establishes, upgrades and supervises the ENTERTAINMENT ORIENTATION PROGRAM (EOP).
o Assembles Course Manuals and the course curricula to train Staff, Crew, Executives, Artists and Technicians as sent into the program by the Director of Personnel and brought in by paid advertisements.
o Does not Assemble Hat Packs.
o Researches for good textbooks and guest lecturers.
o Researches and recommends good seminars and supplemental courses.
o Hires and trains course supervisors and teachers.
o Establishes and supervises trainers and hatting officers.
o Advertises courses from the EOP to the paying public and supervises the delivery and quality of such.
o Sets prices and collects fees in the company name for training and counseling for clients who are not in the Company EOP/apprentice program.
o Works with the Office Manager and the VP Administration to arrange the course room and library space.
o Supervises all sales activities of the Division.
o Puts together Course Packs as required.
o Constantly recommends movies to people to see and then notes whether they liked the movies recommended. This should serve as a quality control function to test matching skill.
o Wears the Hats of Hatting Officer, Director of Training, Ethics Officer and Librarian until such are posted.
o Resolves conflict between employees by checking to see if there is any misunderstanding anywhere. Receives people from the following Appeals chain is as follows: Immediate Senior, Hatting Officer, VP Quality Control, Ethics Officer. If the Ethics officer cannot handle the situation he or she refers it to General Counsel.
o Teaches this Hat to the next person before turning over the post.
o Receives and acts on reports that any company films are incirculation with bad color or print quality.
o Supervises the training, hatting and education of all company personnel.
o Establishes the Quality Control Board for the purpose of:
1. Interpreting and adjudicating on Movie Memos, Tech Memos and Policy.
2. Granting, Refusing and Revoking and Reinstating licenses for The Movie Mogul Manual. o The Quality Control Board consists of any of the following eight (8) people with at least one (1) selected from each category. The VP Quality Control makes the appointments.
1. Any three (3) Directors of the current Board of Directors.
2. The President, Exec VP Operations or President of Production.
3. The VP Finance or the Treasurer.
4. The VP Admin or the Director of Personnel.
5. A Producer, Production Manager, Editor or Director from a past production.
6. The Ethics Officer, Director of Business Affairs or General Counsel. o Each member of the Quality Control Board has one (1) Vote.
o The VP Quality Control, who chairs the Quality Control Board, Has one Vote, making a total of Nine (9) Votes.
o A quorum consists of five.
o Handles all Movie Memo or Tech Memo Queries and suggestions that may come up.
o Co-signs employment agreements for personnel who are moving off training and into positions with the company.
o Establishes courses for training executives, staff, crew and talent and supervises such.
o May evaluate any division, department or employee in the company and be free from any action by any higher authority
o Puts out the "Chief Fanatic's Report" once a year or more often.
o Holds regular staff meetings to discuss company problems and wins.
o Routes people from Hatting to paying courses when he deems necessary as an alternative to them being fired.
o Recommends and disburses bonuses to staff, crew and executives that have done well. May do this at his volition and may start funds for this purpose.
o Views the company's products from an artistic and a humanitarian point of view in order to judge their quality. Uses statistics, but is more concerned with qualitative judgment rather than quantitative judgments as done by the Statmaster.
o Causes to be printed up Certificates of Graduation.
o Co-signs and issues Certificates of Graduation.
o Constantly upgrades the educational level of all company personnel.
o Causes the products of his or her division to occur.
Hatting Officer The Hatting Officer gives Hat Checkouts and training to executives, staff, crew and talent who have been hired by the Company.
Has the following duties and responsibilities:
HATTING OFFICER RESPONSIBILITIES:
o Giving thorough Hat Checkouts on all Company Employees within five days of their employment and receipt of their Hat Pack.o Creates Company employees that understand, know and can apply the materials in their Hats to obtain the Sub-Products of their Hat and the Products of their Department and Division.
Product Employees Applying what they have learned on Course.
Stat: Number of Course Completions that week.
Custody: The Staff Status Records
o Gives Hat check outs according to standard checkout policies.
o Expedites the training of personnel so that they may deputy and hold posts in development, production, distribution and finance per the EOP.
o Closely supervises the study of PAs I/T and other Company staff and executives to make sure they understand and can apply the material in their Hat.
o Gives seminars, lectures and personal counselling and helps guide staff towards their
relative goals as they indicate on their "Career Orientation Survey" or revisions thereof.
o Works with the Director of Personnel, Producers and others seniors in the company to keep abreast of the reality and usefulness of the data he is teaching for practical application from the Company's point of view and gives appropriate feedback to the VP Quality Control.
o Maintains the consistency and integrity of the EOP such that it operates and trains employees on policy for general and specific work in the company.
o Keeps the training space looking presentable and functional within the guidelines set by the VP Admin and the Office Manager.
o The Hatting Officer does not supervise or teach courses offered to the paying public. These courses maybe a part of the EOP or special seminars and courses that are being piloted to be part of the EOP. The Director of Training supervises courses for the paying public.
o If the Hatting Officer finds that he is wasting time with any particular company personnel, I/T or person being hatted, he may recommend to the VP Quality control that the person be sent to paying courses.
o Teaches and supervises courses in such a manner the employees enjoy being there and learn accurately what they are taught.
o Treats employees with respect and as professionals.
o Resolves conflict between employees by checking to see if there is any misunderstanding on Hats. Receives people from the following Appeals chain is as follows: Immediate Senior, Hatting Officer, VP Quality Control, Ethics Officer. If the Ethics officer cannot handle the situation he or she refers it to General Counsel.
o Does not train only with a view towards Company employment but towards long term needs and excellence for the employee.
o Makes sure employees are satisfied with the quality of what they have learned.
o Does not allow employees to alter the hats or policies in any way but listens to any suggestions and passes these on to the VP Admin and the VP Quality Control.
o Drills everyone on the org chart to make certain they understand and use it.
o Posts and trains additional supervisors as needed, such having the title of Course Supervisor.
o Maintains a record of all materials and hats successfully checked out on company personnel such referred to as The Staff Status Records.
o Teaches this Hat to the person taking this post before turning it over.
o Causes the products of the department to occur.
Director of Training The Director of Training trains paying students in the policies and methods of operation and production at the Company.
He or she supervises courses offered to the paying public that may be a part of the EOP, other curricula or seminars as well as courses that are being piloted for any reason.
Has the following duties and responsibilities:
DIRECTOR OF TRAINING RESPONSIBILITIES:
o Finds New Students.o Students that are supervised and viably trained in all areas of film development, finance, production and marketing such that they may advance stably in their chosen career paths.
Product Students Applying what they have learned on Course. Stat: Number of Course Completions that week.
Custody: Record Book of Certificates of Graduation
o Gives check outs according the standard checkout policies.
o Expedites the training of students so that they may be employable and/or deputy and hold posts in development, production, distribution/finance according with the EOP.
o Closely supervises the study of students to make sure they understand and can apply the material.
o Gives seminars, lectures and personal counselling and helps guide students towards their relative goals as they indicated on their "Career Orientation Survey".
o Works with the Director of Personnel, Producers and others seniors in the company to keep abreast of the reality and usefulness of the data he is teaching for practical application from the Student's point of view and gives appropriate feedback to the VP Quality Control.
o Maintains the consistency and integrity of the EOP such that it operates and trains students on policy for general and specific work in the company or other companies.
o Keeps the training space looking presentable and functional within the guidelines set by the VP Admin and the Office Manager.
o Teaches and supervises courses in such a manner the students enjoy being there and learn accurately what they are taught.
o Treats students with respect and as professionals.
o Does not train only or necessarily with a view towards Company employment but towards long term needs and excellence for the student.
o Does not allow students to alter the hats or policies in any way but listens to any suggestions and passes these on to the VP Admin and the VP Quality Control.
o Makes sure students are satisfied with the quality of what they learned.
o Teaches this Hat to the person taking this post before turning it over.
o Trains employees who may have been routed to paying courses as an alternative to firing them.
o Posts and trains additional supervisors as needed, such having the title of Course Supervisor.
o Keeps custody of Record book of Certificates of Graduation.
o Co-Signs Certificates of Graduation.
o Causes the products of the department to occur.
Director of Sales The Director of Sales is responsible for selling Manuals, Courses and Consulting. He or she is also helps the VP Quality Control sell "Franchises", with the following duties and responsibilities:
DIRECTOR OF SALES RESPONSIBILITIES:
o Finds New Buyers for the above products of the Division.o Recruits and trains a sales force.
o Causes the creation of brochures and sales instruments for his or her products.
o Publishes and oversees the publication of Company Manuals and other literary works.
Product Sold Manuals, Courses and Consulting.
Stat: Number of Manuals, Courses and Consulting Sold.
Custody: Record Book of Certificates of Graduation.
o Arranges for and sells advanced training and seminars to the public that may or may not be available on the EOP.
o Sells books and tapes on production, including the Mini Mogul Manual and the Independent Producers Manual.
Ethics Officer The Ethics Officer receives and handles all complaints employees and students have connected with their work or training in the company.
People who continually mess up or cause trouble end up in the Ethics Officer's office.
Duties and Responsibilities include the following:
ETHICS OFFICER RESPONSIBILITIES:
o Company employees that are ethical and honest and feel good about themselves and the Company.o Improved conditions.
Product Improved conditions
Stat: Number of Stats in Normal and above.
Custody: Ethics Files
o Helping the person in ethics trouble get out of trouble and improve his or her condition and relationship with the company.
o Helping employees and students build self confidence and esteem by working with them so each may see what he or she is doing well.
o Helping employees and students confront what they are doing wrong and correct the situation terminatedly.
o Directing ethics cases to information and company policies that will help them perform their job better and as expected.
o Receiving and filing ethics chits on personnel and students and calling them in after six chits collect to determine what is happening.
o Resolves conflict between employees and makes the final decision as to the resolution after the appeals chain has been gone through. The Appeals chain is as follows: Immediate Senior, Hatting Officer, VP Quality Control, Ethics Officer.
o If the Ethics officer cannot handle the situation he or she refers it to General Counsel.
o Routs employees to paying courses as a possible alternative to firing them.
o Resolves conflict between employees by checking to see if there is any ethics situation present. Receives people from the following Appeals chain is as follows: Immediate Senior, Hatting Officer, VP Quality Control, Ethics Officer. If the Ethics Officer cannot handle the situation he or she refers it to General Counsel.
o Suspending or firing employees that do not comply with ethics orders and/or company policy.
o Gives commendations to those who do well.
Librarian The Librarian sets up the Company Library and cares for its properties. Duties and responsibilities consist of the following:
LIBRARIAN RESPONSIBILITIES:
o Accessible information and data bases.Product Accessible information and data bases
Custody: The Film Library (negatives & tapes) and the Book Library
o Establishing shelves and cases in a space provided by the Office Manager.
o Collecting and cataloging all books.
o Researches new releases and classic books as to which ones would be good for the library.
o Researches and subscribes to periodicals.
o Researches and subscribes to on-line computer data bases in cooperation with the Director of Data Processing.
o Establishes EARTHDATtm; Project in cooperation with the President.
o Collects and maintains the company films and negatives in good, safe condition.
o Keeps custody and logs of all company literature and literary properties.
o Sets up and maintains the company screening theater.
o Gives screenings.
o Performs duties customarily performed by Librarians.
TREASURY DIVISION
VP Finance Pursuant to the By-Laws of the Company: The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. More than two offices may be held by the same person.
The Board of Directors may appoint such officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise power and perform such duties as shall be determined from time to time by the Board of Directors.
Therefore, such Duties and Responsibilities shall be as follows:
The VP Finance is the Chief Financial Officer of the company who heads the Treasury division and holds the Treasurer Hat until and unless delegated to a qualified person.
His main concern is equity financing for the Company by coordinating all of the money raising activities of the Chairman, President, President of Production, VP Development, Senior VP Marketing , Executive Producers, Producers, Associate Producers and Finders.
Reports to the Executive VP Operations and the President.
VP FINANCE'S MAJOR RESPONSIBILITIES:
o Holding Treasurer Hat unless delegated.
o Increases the net worth of the company by safeguarding and wisely investing its assets.
o Coordinates the Financing Activities of the Company.
o Establishes and enforces borrowing limits for the company.
o Liquidates debt for the Company.
o Provides equity and debt financing for the company and its projects.
Product Coordinated Financing for the Company.
Stat: Financing raised and lines of credit available.
Custody: Actual "Finance Terminals Roster" and all Investment Memoranda of the Company, 10-Ks.
o Arranges details of all financing for the Company in close cooperation with the President, Chairman and General Counsel to make certain all arrangements are:
a) Legal
b) Consistent and Sufficient
c) Fair to all Parties o Maintains "Finance Terminals Roster"
o Keeps full and accurate accounts all Units, Notes and Securities authorized and issued pertaining to any fund raising vehicle.
o Establishes, maintains and keeps moneys in appropriately separate accounts, or escrow, in the name of the proper entity or its agent until money is vested in the Company as an asset.
o Disburses proceeds of offerings to the Treasurer as ordered by the President.
o Renders to the President and Directors, at regular meetings of the Board or whenever they require, an accounting of all his or her transactions as VP Finance.
o Sets up office space for the Treasury division in cooperation with the Office Manager.
o Adds, changes or deletes signatories on accounts as required by the Board or authorized by the president and policy.
o Supervises the functions of all personnel in the Treasury Division.
o Comments on Financial Plans.
o Causes the Product of the Treasury Division to occur.
Treasurer Pursuant to the By-Laws of the Company: The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in the books belonging to the corporation. He shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.
"The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, or the President, taking proper vouchers for such disbursements. He shall render to the President and Board of Directors at regular meetings of the Board of Directors, or whenever they may request it, an account of all his transaction as Treasurer and of the financial condition of the corporation. If required by the Board of Directors, he shall give the corporation a bond for the faithful discharge of his duties in such amount and with such surety as the board shall prescribe.
Duties and responsibilities shall include the following:
TREASURER'S RESPONSIBILITIES:
o Financial statements, reports, balance sheets and cash flow analysis.
o Internal financial control and solvency by authorizing only viable financial plans.
Product Solvency and Safegarded Assets
Stat: Net Worth of the Company
Custody: Cash on Hand, Company Checks, Stock & Bond Certificates, Asset Inventory, Off-Site Valuable Documents and Copies, Catalogs and Rates Library.
o Hires Treasury personnel as needed.
o Supervises all auditors and bookkeepers.
o Keeps full and accurate accounts of all receipts and disbursements in books belonging to the company.
o Does accounting of all transactions of the Company as it relates to the financial condition of the Company.
o Reviews and monitors all operating expenditures to ensure solvency.
o Keeps in safe custody copies and originals of all financial and legal documents as the case may be.
o Provides copies of documents as authorized.
o Supervises audits of the company.
o Causes annual financial statement to be prepared.
o Causes all Financial Reports to be prepared.
o Works in close cooperation with the VP Finance in preparing financing instruments such as investment memoranda.
o Has ultimate responsibility and control over all company expenditures.
o Establishes, logs and rescinds all signatories on all Company Accounts as authorized by the President or Board.
o Is signatory on all Accounts in the name of the Company.
o Understands line items of all operation, development, production and marketing budgets as well as the demands of production and production management.
o Does cost analysis when needed.
o Is responsible for reconciling all company checking accounts and each month and straightening out any problems with the banks as the come up.
o Pays all Company Bills.
o Does Payroll.
o Establishes minor vendor and credit accounts for the Company, acknowledging the President's duty to authorize larger sums of indebtedness.
o Creates good credit standing for the Company.
o Polices and keeps accurate and clean the company credit bureau files such as TRW and Trans Union Credit.
o Fills out loan applications accurately and keeps accurate, dated copies of all applications and supporting data sent out to each lender, but does not execute them without the authorization of the President.
o Signs loan applications for the Company, when authorized by the President.
o Keeps the Company operating on its approved financial plans and reports deviations to the President and Board.
o Causes financial statements to be prepared.
o Provides deduction and other information to the Tax Manager for preparation of returns.
o Maintains one master set of all price catalogs and rate sheets.
o Does cost analysis when needed.
o Seeing that all bills are properly itemized before paying.
o Maintains correspondence files relating to Treasury matters and routs one copy of all correspondence to any other central company files.
o Suggests policy to all employees and consultants relating to terms of business and general policies on itemization of services performed. (See "Basic Policies" and "Terms of Business")
o Reviews and monitors all operating expenditures to ensure solvency and positive cash flow for the Company.
Insurance Manager The Insurance Manager arranges for and coordinates all insurance matters of the company and its employees. The Insurance Manager works with and facilitates Producers in the arrangement of Completion Bonds.
INSURANCE MANAGERS'S MAJOR RESPONSIBILITIES:
o Ensures that any risk the Company or its Employees take, is offset by adequate insurance coverage for the equal benefit of its individual employees AND the Company as a whole.
o Purchases insurance for the Company in a cost effective way.
o Purchases insurance directly from insurance firms that are able and willing to pay out claims authorized by the Company with a minimum of red tape.
Product Risk minimized
Stat: Dollars of coverage per dollar of premium
Tax Manager In cooperation with the Treasurer and the VP Finance, the Tax Manager prepares the Tax Returns of the Company and supervises the work of other Tax attorneys and tax accountants. The Tax Manager is a Tax Attorney, and a CPA. Duties and responsibilities consist of:
TAX MANAGER RESPONSIBILITIES:
o Tax Planning
o Filed Tax returns with minimum legal tax paid on time.
Product Tax returns, planning and problems avoided
Stat: Legally saved tax sums
Custody: Tax Returns and Deductions
o Collecting and verifying income and receipts.
o Collects and verifies all company expenditures that are deductible.
o Working with the Treasurer and VP Finance in setting up computer systems that make it easy to handle all preparation and recording of tax matters.
o Filling out the correct tax forms aggressively but legally to cause the minimum tax to be paid.
o Keeps full and accurate accounts all receipts and disbursements in books belonging to the company.
o Signs all tax returns to IRS
o Authorizes disbursements to be paid in payment of taxes.
o Receives and causes to be deposited any tax returns of the company.
o Sees that all tax returns and payments are made on time.
o Maintains good relations and correspondence with IRS as necessary.
o Allocates all credits and deductions to the correct parties.
o Renders to the President and Directors, at regular meetings of the Board or whenever they require, an accounting of all his or her transactions with IRS.
o Sets up a space, or office, for the functions of tax preparation as allocated.
o Reviews and monitors all operating expenditures to ensure they are legally deductible.
o Keeps in safe, easily accessible, custody any financial, legal or valuable documents of the company that may fall into his or her custody as a result of the preparation of taxes and returns such documents to the appropriate person as soon as finished. o Keeps the company operating on its approved tax strategies and reports deviations to the VP Finance and President.
o Supervises and handles IRS audits.
o Causes the preparation of tax returns.
o Is custodian of all Company Tax Returns and Deductions with one copy going to the Treasurer.
o Reads, understands and applies the materials put out by Charles J. Givens as it applies to tax strategy.
o Understands production budget items.
o Causes the Product of the Tax department to occur.
Director of Collections The Director of collections works with any executive, staff or division that has collection responsibilities of any kind. Duties and responsibilities consist of:
DIRECTOR OF COLLECTIONS RESPONSIBILITIES:
o Collected Funds.
Product Collected accounts receivable and debts
Stat: Gross sums collected
Custody: Outstanding Accounts Receivable Log
o Writing and sending collection letters.
o Collects Licensing Royalties past due.
o Working out payment plans.
o Establishes, maintains and keeps records of monies owed and paid to the company.
o Supervising distribution of company films and is familiar with the terms of distribution agreements for collection purposes.
o Coordinates with Releasing Supervises and Senior VP Marketing in the collection of royalties due.
o Renders to the Treasurer, at regular meetings or when required by the Treasurer an accounting of all outstanding accounts receivable and collected.
o Sets up a space, or office, for the functions of collections in the Treasury division as allocated.
o Supervises and coordinates all additional collections functions, whether additional agencies or Releasing Supervisors.
o Collects damage fines when ordered.
o Keeps in safe, easily accessible, custody any financial, legal or valuable documents of the company that may fall into his or her custody as a result of the collections and returns such documents to the appropriate person as soon as finished.
o Taking action, in consultation with General Counsel, or other collection agencies on creditors that persist in not paying.
o Causes the Product of the Treasury Division to occur.
Marketeers A Marketeer is a registered securities broker/dealer or a salaried employee of theCompany that has general administrative duties among which include helping the Company's Broker/Dealer(s) locate Accredited Investors who will receive a private placement memorandum or prospectus so that they may evaluate the relative merits and risks associated with subscribing to securities of the Company.
Duties and responsibilities are the following:
MARKETEERS RESPONSIBILITIES:
o Is a salaried public relations employee of the Company.
o Provideds good public relations liason between the Company and prospective investors.
o Does routine office work and answering of phones and general expediting.
o Locates bonefide Acredited Investors (as defined under the Act) and places them in touch with the company's Broker/Dealor.
o Keeps up to date on all products and sales tools of the company.
o Supervises the work of Assistant Marketeers when needed.
Broker/Dealers:
Product Securities of the Company soldStat: Net Proceeds to the Company - cumulative
Marketeers:
Product Acredited Investors brought to the attention of the Company.Stat: Leads that result in Subscriptions
Custody: Potential Finance Terminals and Progress to Date Log
Where to Look
o Comb the environment at large for people who are ABLE to invest in movie projects of the size contemplated. You must learn to differentiate people who are willing to invest but really can't afford to from people who are easily able to invest and may or may not be willing. Your job is to investigate for people WHO ARE ABLE AND WILLING or WHO ARE ABLE AND HAVE A PROPENSITY TO BE WILLING AND SAME MUST BE ACREDITED INVESTORS AS DEFINED BY LAW.
o Such people can be anywhere. A lot of the times they are to be found in very nice nightclubs or restaurants. Giving and going to parties make great sources. Word of mouth and networking get good results. Don't just look for investors in Mercedes as many times the ones who can really afford to invest are keeping a "low profile" because they don't want people to know they have money. So don't cross off finding people with means in dives. There are 1.6 million of them out there from the U.S. alone. You could say there are 32,000 per state though probably unevenly distributed between the Coasts.
Soft Sell
o Use this sequence: BE LIKABLE, QUALIFY THE PERSON AS A PROSPECT, ASK THE SALIENT QUESTION.
Try not to use this sequence: QUALIFY THE PERSON AS A PROSPECT, BE LIKABLE, ASK THE SALIENT QUESTION.
o Once you have located someone who likes you and you discover they are an acredited investor prospect, and you have briefed them on what you are doing, here is the "Salient Question" you can ask when you feel the time is right:
"WOULD YOU BE INTERESTED IN RECEIVING A COPY OF OUR PRIVATE PLACEMENT MEMORANDUM?"
or, as the case may be:
"WOULD YOU BE INTERESTED IN RECEIVING A COPY OF OUR PROSPECTUS?"
They will tend towards either interest or rejection and you will feel it in your space. (See "Raising Money" for hard sell.)
o If they tend towards interest, your job is well on the way to being done. ASK HIM OR HER WHERE YOU SHOULD HAVE IT SENT. GET A CARD OR ADDRESS AND PHONE.
Sometimes you might have to ask:
a. "Would you prefer me to set up a conference call between you and __________?", OR
b. "Would you like me to get you some information (or "some paper") on the project?" o If a, set up the call.
o If b, find out what information or "paper" the investor would like to look at, be it screenplay, treatment, story synopsis, budget, the whole package, investment memorandum, prospectus, etc. This may include answers to specific questions the investor has about the project(s). Sometimes investors, being pursued by everybody and their mother, do not like to talk to anyone in person until they have seen something in writing that lets them know that they are dealing with someone or some project of benefit to them.
It is wise to be sensitive to this and not pushy. The investor has to like and trust you or he or she will never look at anything you have to offer let alone your producer's project.
o If the Investor is not familiar with the film industry, gently determine for yourself what "Paper" is going to be the most understandable to him. In other words, don't recommend giving him an investment memorandum right off the bat if all you think he or she will understand is a treatment or script. If the person is very busy, but business oriented, a treatment and a top sheet budget along with the basic deal terms (rate of return) might be the best bet. Estimate the sophistication of your Investor carefully and accurately by observation and light conversation.
o When you have secured the interest of your Investor and he or she is trying to get you to tell them more about the project or the finance details than you understand or feel comfortable talking about, say the following:
"I'M SORRY, BUT I'M NOT REALLY AUTHORIZED TO GIVE YOU ALL THE DETAILS ABOUT THIS PROJECT BUT I'D BE MORE THAN HAPPY TO PUT YOU IN TOUCH WITH SOMEONE WHO CAN AND IF YOU GIVE ME YOUR CARD I'LL HAVE MR. _________ GIVE YOU A CALL".
OR,
"I AM NOT REALLY AUTHORIZED TO GIVE YOU ALL THE DETAILS CONCERNING THIS PROJECT HOWEVER (AS I INDICATED) I WOULD BE MORE THAN HAPPY TO GET YOU _________________." (information asked for)
o Volunteer only enough information to the potential investor to get his interest and then get him and the producer together by phone or though the Paper so that there will be minimal confusion.
o Never represent yourself as a licensed Broker unless you are.
o Never accept any commissions in connection with the sale of securities unless you are a registered securities broker/dealer.
o Never promise any fees or commissions to anyone for intoducing you to any investors.
o If you contact someone else who can introduce you to a Investor, and they require you to sign a Non-Circumvention Agreement, don't get involved.
Daisy Chains
The following applies to Marketeers that are registered Broker/Dealers:
o You may recruit other Broker/Dealers for your account but they must be approved and employed by the Company.
o Work out the split of the Broker/Dealers fee with other Broker/Dealers amongst yourselves and in such a manner that it does not explode the deal.
o If there is more than one Broker/Dealer, the Broker/Dealer who actually contacts the Investor and effectively asks the "Salient Questions" first, ("Principal Broker/Dealer") should receive the "lion's share" of the Broker/Dealer's fee with the remainder going to the interim Broker/Dealers (the "Daisy Chain"). The reason for this is because it is much easier to find other Broker/Dealers than it is to find an Investor who funds a project or Company.
o As a guide, the Principal Broker/Dealer who actually contacts and asks the Investor the "Salient Questions" should receive 50% of the Broker/Dealer's fee with the other 50% going to the Daisy Chain, evenly split amongst those members. Make sure all Broker/Dealers know, understand and agree to this before you enlist their services or do not deal with them no matter who they boast they know.
o If a Principal Broker/Dealer asks the Salient Question to an Investor, that Investor must actually invest in the Company (dated by some written instrument) within 30 legal business days of the date of first contact, otherwise any other Broker/Dealer may attempt to re-interest the Investor in investing and, if the Investor does, the new Broker/Dealer is then considered to be the Principal Broker/Dealer and receives the lion's share of the Broker/Dealer's Fee.) This process may repeat until the Investor invests.
o If there are several Broker/Dealers involved (as a Daisy Chain), all Broker/Dealers may come to any agreement amongst themselves as to how they wish to split the Broker/Dealer's fee - however - if there is any disagreement or hassling created at any time - the Producer shall default to the above distribution of fees and all Broker/Dealers hereby agree to this as a final and absolute remedy.
o Realize that the Broker/Dealer who is the one who makes the actual connection with the Investor or who is actually a friend of the Investor, may be in a delicate position and should be given the most cooperation by all the other Broker/Dealers in any Daisy Chain that might develop.
o If you are not the Principal Broker/Dealer (the one who actually makes contact with the Investor), do not feel that you have to be at any or all meetings. You should expect accurate reports from the Producer and Investor however, regarding matters of the Broker/Dealer fee, which will usually be incorporated, as a lump sum, in the budget. Realize that the Investor will want you to have your Broker/Dealer's fee from the budget (which he is financing) if he feels that you have brought him a worthwhile project, one he or she stands to make money on. This is why it is important for you to not promote producers or projects that you genuinely do not feel have merit.
o If you find yourself dealing with another Broker/Dealer who will not introduce you to his or her Investor or put his or her Investor directly in touch with the Producer even AFTER YOU HAVE SIGNED A NON-CIRCUMVENTION AGREEMENT, be prepared to stop dealing with them if it continues.
o If you suspect that another Broker/Dealer, with whom you find yourself dealing, is a flake, politely stop dealing with them.
o Keep a log of whatever materials (script, budget, etc.) you have given out, to whom and when, and when they were returned. If a Principal "passes" on what you present him -be persistent in getting the materials you sent him or he returned.
o Do not put undue pressure on any Investor, but do always follow up and help the Producer nudge them into a conference call, reading some paper and eventually a meeting.
o Dress appropriately. If this means suit and tie, don't hesitate to wear them.
o If the supposed "sophisticated investor" does not handle his or her communication with you in a regular or businesslike fashion, or if they do anything to make you suspect that they are frauds or creeps, either:
a. Withdraw from them and try to get the materials back in a nice way, thanking them for their time, or
b. Test them by saying: "I'M NOT LEGALLY PERMITTED TO PRESENT THIS PROJECT TO ANYONE WHO CANNOT PROVE THAT THEY CAN COMPLY WITH THE BLUE SKY LAWS OF THIS STATE, THEREFORE THE PRODUCER MAY HAVE TO SEND YOU A SPECIAL FORM TO FILL OUT."
o If the form is sent and they sign it, they are either NOT a flake or they are stupid.
o Never put out any money if asked by an "Investor" to do so.
o Never say anything untrue or inaccurate and the less you have to say the better.
o Do not get involved in the actual deal-making or negotiating for the financing terms, unless the Producer gives you specific instructions and you are confident you can carry them out. Remember you are carrying out a very delicate task which could put the any Party at risk. If you are not able and qualified to take on the responsibility for the Producer don't try to and don't pretend to be doing so otherwise you may get sued by the Investor or the Producer or both if you screw up too badly. Many well meaning but ignorant people have screwed up because they have felt that just because they found someone with money the project depended on them. Believe me there is much, much more to a project than just finding the money as it takes hundreds of other people, smoothly integrated with the proper know-how to produce a feature - something all the money in the world cannot replicate.
o Besides that, there are about 1.5 millionaires and 100,000 decamillionaires in the US alone as of the year 1990. So you are by no means dependent on any one Investor.
o The Broker/Dealer IS NOT RESPONSIBLE FOR "CLOSING" THE DEAL. THE PRODUCER IS RESPONSIBLE FOR "CLOSING" THE DEAL WITH HIS BUSINESS AFFAIRS/COUNSEL.
o Create enough AFFINITY between the Investor and the Producer that communication is made possible and help encourage that communication until it can be decided whether the deal can be made.
o BE ABLE TO TELL A SOPHISTICATED INVESTOR FROM A FLAKE. Use these questions as some of your criterion for making your determination:
a. Has the "Investor" broken more than three appointments?
b. Is it hard to locate or communicate easily with the "Investor"?
c. Will the "Investor" put nothing in writing?
d. Will the "Investor" (or Investor's Agent or Attorney) NOT talk with the Producer (or Producer's Agent or Attorney)?
e. What is the condition of the "Investor's" place of business or house?. Is it run down or strongly functional, well-appointed and aesthetic?
f. Does the "Investor" give you conflicting statements or representations?
g. Am I being fooled by clothes, car or premises?. (Many millionaires dress like slobs and it's the poor that often dress like millionaires.)
h. Am I being fooled by anything else connected with this "Investor"?
o You are welcome to give a copy of this job description to any new Broker/Dealers who have been okayed by the Producer. Do not give this job description out to anyone who does not become a Broker/Dealer for the Company. You are responsible for getting back all Materials you give to other Broker/Dealers, Investors (and especially "Investors") when your project is over or upon leaving the Company or for any other reason as requested by the Producer or Company. By accepting this job, you agree to these terms as well as all terms of this job description and agree, in consideration of your Broker/Dealer's Fee, to abide by this job description and require other Broker/Dealer's do so too. o Broker/Dealer's must agree to enter into a formal agreement if required by the Producer - just as any agent, independent contractor or employee of the Company is required to do.
o Nothing in this Broker/Dealer's Hat should be construed to be legal advice. Consult with your attorney if you have any legal questions regarding the above.
o If you have suggestions for this job description, feel free to indicate them to the Producer at any time.
o Help the Producer locate a bona fide source of finances and put two Principals together for the purpose of funding a movie.
Getting Leads
o ANY PERSON YOU HAVE ASKED TO INVEST WHO SAYS "NO" YOU SHOULD IMMEDIATELY ASK FOR REFERENCES OF PEOPLE WHO ARE ABLE AND WILLING (OR MIGHT BE WILLING) TO INVEST. TRY TO GET AT LEAST TWO REFERENCES. Say: "I'm sorry you're not in a position to invest in our (Company) project, but could you refer me to two or three people who might be?" If your prospect likes you, but has rejected you, the least he or she can do (to relieve their guilt) is give you the leads.
o If you walk away from a prospect without these leads - CONSIDER YOU HAVE WASTED YOUR TIME. TRY, IN THE FUTURE, TO DEAL WITH PEOPLE WHO WILL NOT CREATE A REOCCURRENCE OF THIS EXPERIENCE.
Portfolio Manager The Portfolio Manager is the chief investment officer of the Company who invests company reserves in appropriate vehicles as authorized by the President and the Board.
Duties and responsibilities are:
PORTFOLIO MANAGER RESPONSIBILITIES:
o Appreciating assetso Low risk investments.
o Liquidity as needed.
Product Appreciating reserves and Assets
Stat: Portfolio Value
Custody: Investment instruments of Company Investments
o Never losing company money.
o Keeping up with inflation.
o Providing proper liquidity.
o Investing in vehicles that provide needed tax benefits as recommended by the Tax Manager.
o Setting up and administering sinking funds.
o Obtaining at least 8% return on one third of all investments.
o Obtaining at least 14% return on another third of all investments. o Obtaining at least 20% return on the last third of all investments.
o One quarter of all investments must be entertainment stocks.
o One quarter of all investments must be in US Treasury Bonds.
o One quarter of all investments must be in Real Estate.
o One quarter must be in utilities, industrials, precious metals and/or gems.
o Uses the money movement strategy as delineated by Givins.
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