Hey you little neon-colored fauna of the world, it’s time for another Furry Friday on Lawyers & Liquor with the Boozy Badger nee Barrister. On Furry Friday we start talking about cases or legal principles and considerations that pertain to the furry fandom specifically, or at least those that are tangentially related to it. So, let’s fill up the dog bowls with some mac’n’cheese, slip on our giant deer heads, start queueing up the latest in music from an anthropomorphic animal, and get the ball rolling with the first of our multi-part series discussing the factors that govern the freaky, fun, friendly world of furry gatherings: the Factors of Convention Governance.
Today we’ll start by talking about the most maligned of mammals…or other groups of animals…the con chair. That’s right, the mean motherfucker that takes your badge, stresses about fucking everything, gives statements, and ends up talking to a room full of party penguins at opening and closing ceremonies. The bedraggled bastard that drags themselves through the convention space, desperately begging people to please for the love of whatever god they may believe in not leave a variety of “novelty silicone objects” in the lobby of the hotel. The public face of the convention and the person who catches the flak. The micro Mouse-o-lini that steals the joy of others while exerting massive control to make the trains run on time…and not the trains that go on at a “special” room party.
Fuck that guy, right? They just run everything the way they want it, and the hell with anything else. Why won’t they listen to the demands of the fandom? Why aren’t they reacting and changing the convention as people want? Why do they insist on doing shit their way?
Con Chairs Don’t Run Things (Mostly)
most conventions are run by non-profits, and non-profits are corporations.
Let’s just do a quick lesson on legal structure. From my understanding, most furry conventions are formed as incorporated, non-profit entities. If they seek tax exempt status from the IRS, this has normally meant that the parent company, at the very least, will have to be an actual incorporated entity formed under the laws applicable to the state of formation. In general, the IRS doesn’t recognize anything outside of the “Incorporated” form, what we actually know and think of as a corporation, for non-profit purposes. While there are limited exceptions, such as an LLC that’s formed as a wholly owned subsidiary of an incorporated non-profit, the corporation must still exist at some controlling level.
So that’s the first thing we gotta keep in mind, when I’m talking about this I’m talking about non-profit entities, not profit-making corporations where the con may have formed under an LLC or something, because that’s a whole different corporate structure (we’ll talk about a little later). But here’s what’s important to know right this very fucking second:
When I say “corporation” or “incorporated entity” for the next few sections, I’m talking only about an actual incorporated entity, one that has the word “Inc.” or “Co.” after its name, and not any other type of business form.
there cannot be only one…director.
Likewise, while there in theory can be incorporated entities that consist solely of one person or one limited group of people, such as the closely held corporation, those are again generally limited by state law. In the case of non-profit corporations, however, there generally must be a board of directors, and in approximately 34 of the 50 states that board of directors must have 3 or more people on it in order to exist. This actually is important for the purposes of our discussion today because of the role of a bird of directors: to protect the corporation.
Now, I can hear people out there saying shit like, “But Boozy, a con chair can simply stack the Board of Directors with his friends and supporters when the convention is formed!” You’re right. A con chair sure as shit can, but it’s idiotic to do so, because the Board of Directors doesn’t owe a duty to the con chair. The Board of Directors, every member of the Board of Directors, owes a duty to the convention and the underlying non-profit corporation through something called “fiduciary duties.” These aren’t simple goddamn suggestions for the Board of Directors to follow, but rather actual legal duties that cannot be waived by the members of the Board, and a breach of those duties can make the board member personally liable to the corporation and/or to the membership of the convention itself.
Stop. We’re not going to talk about what happens when a fursuiter has a bad taco and can’t hold it in on the show floor of the DLCC. That’s best left to security.
Fiduciary Duties, despite being what I think would be an awesome name for a Kyell Gold novel focusing on a journey of self-discovery that takes place in a Fur-tune 500 company boardroom, is actually a really simple concept. It’s the idea that every member of the board has to work and act in the best interests of the corporation, and to that end owes certain express and implied duties in law to the corporation itself.
And what are the basic fiduciary duties? They can most generally be described as a Duty of Care, a Duty of Loyalty, and a Duty of Obedience. Broken down, that shit means that each individual board member owes the non-profit corporation the duty to act with only the best interests of the corporation in mind when making decisions, make all decisions free of conflict with the corporation and with no eye for personal gain, and to abide by the decisions of the Board of Directors and obey the bylaws of the corporation.
not my board of directors: voting
Likewise, after the initial formation of the Board it isn’t as if a con chair can just appoint people to a Board of Directors, because for a corporation to be validly formed they must have both Articles of Incorporation (the document filed with the state) setting forth the basic rules and purpose of the organization and the governance structure, and Bylaws which set forth the administrative and voting procedures present for the Board of Directors. In the case of a non-profit corporation, both of those documents will need to be submitted to the IRS in order for non-profit status to be granted (for the most part) and the failure to have both in a way that monitors the corporation and its money, and in a manner that ensures objective control of the corporation, is a surefire way to get your ass audited and shut down.
And Board Members aren’t ever going to be just appointed, they’ll be voted for, either by the general membership or by a designated class of voting membership. For at least several conventions I’m aware of, the designated voting class is…the board itself. Which really isn’t that uncommon. Otherwise we’ll end up turning larger conventions into popularity contests where the board of directors consists of three artists, the winner of the fursuit dance competition, and…I dunno…some guy with a really popular After Dark Twitter account. Look, we all love fursuiters like, for example, Telephone, but do you really want the minutes of every board meeting to consist of nothing but a series of beeps?
How that voting and selection takes place is left to each individual group, as it’s a procedure set forth in the bylaws, by the fact is it has to happen. For example, one convention that I spoke with votes every year for their own re-election to the board, and such re-election is by a simple majority vote on each member of the board. So say you have a 7 person board…if you fuck up enough the 4 of the people don’t like you, you are no longer a member of the board. When there is a vacancy in that organization, new people are proposed and voted on, then serve a probationary period as an Acting Director before being given a vote as a Full Director.
And yeah, that shit sounds like a popularity contest to some extent, which is why it’s so fucking important that the board have the ability to select mature and reasonable people who, outside of personal opinions, will act in the best interests of the organization.
Also, take a look at that link we had a few moments ago. You notice that some of the states define a term limit for a non-profit board member? That’s specifically to avoid a situation where one person or group of people can pervert the mission of the organization and create a little furry empire. That’s a statutorily imposed safeguard in those states meant to make certain the non-profit organization stays on track.
the perception of power isn’t the same as actual power.
“But Boozy,” someone says again, “What about [insert name of con chair here] who apparently wields unlimited power?”
A con chair is the public face of the convention and the chairman of the Board of Directors. It’s right there in the fucking name. However, the perception that the con chair controls everything is…an intentional smokescreen. More likely, the Con Chair in the sense we think of it is more like an Executive Director, responsible for the day-to-day administrative decisions of the organization but holding no special power when it comes to the overall governance of the organization. That part, the governance thing, is left solely to the determination of the Board of Directors.
And the Board of Directors gets to vote on that shit, without the possibility of a veto from the Chair, if the organization is following the letter of the law and the traditional structure of non-profit corporations. At the end of the day, what does that mean? It means that the con chair, when it comes to the high level governance of the organization, is one fucking vote with no special regard. If the Board votes, as part of its determination that such a question is one of the overall control of the convention, that the Con Chair must wear a skin tight little red riding hood outfit and walk up to all the werewolf furs screaming “Vore me, Daddy!” the chair better start dusting off his best picnic basket.
The upside for the con chair is they are the public face of the convention and therefore get a lot of praise, and it’s not inaccurate to say that until a convention or any organization can stand on its own the con chair may be the driving force behind decisions and organization and foster a little cult of personality surrounding them. Because that’s what draws people in. But a good organizer of a convention understands that they can’t just surround themselves with sycophants and dictate policy, because eventually the good of the organization will conflict with the views of any one person. Which is where the downside comes into play, namely the con chair will be the public face of the convention. Every time a convention board makes a decision that’s unpopular, the chair has the responsibility to not only communicate that decision and implement it in the day to day operations of the organization, but also to publicly support the decision because of that whole “Duty of Loyalty” and “Duty of Obedience” thing we talked about earlier.
In fact, in addition to being the public face of the convention, most of the time the role of the con chair is to also be the public target for those dissatisfied with the convention. It’s literally part of their duties to be the thing the public directs their ire towards, dragging the heat away from the convention itself by making themselves a willing martyr to say the “meow cupla” and take the blame for whatever thing went wrong…even if they didn’t determine it should be done. Later, the Board can discuss these issues and resolve them, but in the immediate aftermath of a disaster the con chair is the one who should be willing to paint a giant target on their chest and declare that it’s Rabbit Season.
Because at the end of the day, despite the image of unlimited power, the con chair is best described as the “Board’s Bitch.” He or she is the dancing monkey (no, we’re not talking about a fursuit video here). It’s something never frequently seen by the public, because the public doesn’t need to know fucking everything that happens in the board room of their favorite convention, despite the perception that absolute transparency is needed.
For example, think of your favorite fast food restaurant chain. Do you really want to know how much the board approves for advertising? Does that interest you?
If it does, welcome to your future in the IRS.
I let you talk, Boozy, but there was this one time…
Alright, let’s talk about that for a second before we move on to talking about next time.
Let’s use some real life examples.
For instance, let’s say a performer is close friends with a con chair, but over the years has become controversial. Now, there’s no doubt that in the past the performer has contributed to the convention and the organization, and possibly for a long time. We’ll call this performer….oh…89 Bluebird or something. So good ol’ 89 has been doing shit for a while, but at some point the Board says “You know, we’ve moved past this. Let’s 86 old 89 for this year, let’s do it for X, Y, and Z reasons.” The con chair has two options at that point: to publicly support and abide by the outcome of the board vote, or fucking resign. That’s it. Because a con chair has no power outside of the power to run the day-to-day operations in a manner set forth by the guidelines approved by the Board.
Or, on the flip side, a convention decides that it doesn’t support and will not allow any panels of a more…risque…nature at any point in the convention. They do this based on a revision of the code of conduct and the standards espoused by the convention. That’s not a con chair decision, it isn’t rule by fiat. That’s a decision of the Board to adopt and clarify the code of conduct and the standards to be used internally in approving programming, which is then being carried out by the con chair. As a member of the board, the chair certainly has input, but doesn’t have final say in the matter. In short, unless the Board of Directors is a series of goose stepping rank and file supporters, the outcome is the result of debate, discussion, and voting within the organization, not one person.
And trust me, from conversations I’ve had with folks, those are hotly contested debates, mostly revolving around balancing a need to appeal to all aspects of the fandom versus the need to present the fandom in a good light and the need to ensure the event is appropriate for all ages. Conventions, and boards, reach a variety of decisions regarding how to proceed on that.
I know of one convention ran solely by one guy.
That can happen, too. In some states, as we talked about earlier, even a non-profit can only require one decision-maker. Not exactly something I agree with, but it can happen. And in those situation this whole article doesn’t apply except that even if the state allows for it, any decent organizer of a non-profit is going to say “Hey, that’s a stupid idea. You need a board. Stick something in the bylaws and articles regarding a board.” And once that shit is in there, once there’s a provision stating there must be a board of directors with X number of members, you have to abide by it for the actions of the company/organization to be legal. Otherwise, the tinpot god is acting ultra vires, outside of the scope of authorization and conditions approved for operation by the state when the organization itself was approved.
One of the largest conventions in the world doesn’t technically have to have more than one person on its Board of Directors under state law. However, they chose to do so, and now the con chair is fucking stuck with it.
What About For Profit Shit?
I mean, it depends, and I say it depends because a for-profit entity can be incorporated, in which case if it has a Board of Directors the same rules apply, or an LLC, in which case they don’t apply at all because only the members (owners) or manager (person who runs) an LLC has final authority there. In those cases, in the absence of bylaws, go to town on the con chair if they are the member or manager, because in that case the final authority really does rest with them.
Alright, so we’ve gone over the legal reasons that a con chair doesn’t actually run shit in a non-profit setting, and is in effect the Board’s Bitch. But those aren’t the only things that constrain the ability of a convention to act or not act, or determining why they have the rules they have. So we’ll have to get into those considerations: Legal, Insurance, and Public Image, next time for Furry Friday, Part 2.
Until then, the hotel has announced quiet hours are in effect. So go the fuck to sleep, you filthy animals.