Golden Globes group takes key step toward reform: New bylaws approved by HFPA members

Several months after the Hollywood Foreign Press Assn. pledged “transformational change,” the vast majority of its 83 members voted for a slate of proposed bylaws intended to overhaul the organization, expand membership with a focus on diversity and restore its credibility with the entertainment industry.

The vote is seen as a significant step to pull one of Hollywood’s highest-profile awards shows — the Golden Globes — back from the brink of possible extinction. The bylaws are expected to codify reforms involving core issues including governance and membership, as well as policies concerning Golden Globes voting, members’ conduct, compensation, ethics and a host of perks — including the prohibition of gifts from studios and others.

The tally was 63 to 19 in favor of the new bylaws, according to sources familiar with the vote who weren’t authorized to comment.

The proposed statutes required a two-thirds majority to pass. They were aimed at addressing the controversies that have long dogged the association, triggered a months-long boycott by a coalition of leading talent publicists and playing a major role in NBC’s announcement that it would not broadcast the Globes next year.

“Three months ago, we made a promise to commit to transformational change and with this vote we kept the last and most significant promise in reimagining the HFPA and our role in the industry,” said Ali Sar, HFPA boardpPresident, in a statement. “All of these promised reforms can serve as industry benchmarks and allow us to once again partner meaningfully with Hollywood moving forward.”

Under the new bylaws, the HFPA is expected to hold elections for a new board by September that will include, for the first time, outside directors. The board is also expected to appoint a CEO and other professional managers, including a CFO and Diversity and Inclusion officer. Moreover, the association will work to bring the Globes back on air in January 2023.

Key players in the industry, including studios, publicists and advocacy groups, made passage of the bylaws — and the group’s demonstration of significant reform — contingent upon their reengaging with the association. These stakeholders say that the yes vote is an initial positive step forward, but it will not placate them if the actual policies embedded in the new bylaws are not transparent with clear mechanisms for wide-ranging reforms.

“It’s not just they have passed. We have to see the bylaws, they have to be made public and they have to be meaningful and there has to be a full accounting of what exactly they are doing and who exactly is doing it,” said one entertainment publicist.

After a Times investigation in February brought to light allegations of financial and ethical lapses and pointed out that none of the HFPA’s then-87 members was Black, the group vowed to make sweeping changes. In March, a contingent of powerful entertainment publicists implemented a boycott, withholding clients from participating in HFPA activities. In May, NBC pulled the plug on the 2022 Golden Globes broadcast after Netflix cut ties with the organization “until more meaningful changes are made.” Amazon, WarnerMedia and Neon, the indie studio behind “Parasite,” followed the streamer.

Since then, the HFPA board hired an outside law firm, the Boston-based Ropes & Gray, to help craft new bylaws and began implementing a series of measures. It established a hotline for reporting incidents anonymously and hired two outside law firms to investigate them. The board also retained a new diversity consultant; the first had quit after five weeks on the job. The association also approved a new code of conduct.

The vote, however, still leaves open a host of related questions.

One of the biggest unknowns, of course, is NBC, which has broadcast the lucrative awards show since 1995, pumping millions into the HFPA’s coffers. An individual familiar with the situation but not authorized to comment said the network planned to wait until after the group revised its bylaws and began to enact meaningful reforms before considering whether the association could “produce a show that is consistent with our values.” If so, the 2023 show would air on NBC. If not, the network would consider moving on.

According to critics, many of the bylaws outlined in a draft reviewed by members and described earlier to The Times fell short of the kind of restructuring that reformists inside and many others outside had been advocating.

The HFPA board defended the proposed bylaws. “The notion that the bylaws ‘fall short’ from recommendations from our members and Ropes and Gray is untrue and not consistent with the facts,” the board said in a statement earlier.

While new rules will prohibit gifts from studios and others, as well as abolish the practice of the group taking selfies at press conferences, other issues including the group’s composition and decision-making power appear to remain in the hands of existing members — at least for the foreseeable future.

The advocacy group Time’s Up and others urged the HFPA to expand membership from 80-plus to a minimum of 300 journalists. They also called for current members to step down and reapply under new, stricter requirements.

While the association plans to enhance efforts to grow the ranks with a focus on members of color, existing members are not expected to have to reapply.

“Their constituency needs to reapply and that’s just at a minimum. There is probably a little more than 10% of the members that work for really legitimate foreign outlets,” said the publicist.

Under the new bylaws, the board is anticipated to have greater oversight, such as selecting its three outside directors and new corporate managers, including a CEO, who would serve for one-year terms.

Further, given that the new board is scheduled to be installed this fall, just weeks after the bylaws vote, it is unclear how the group will be able to admit new members during the same time frame. That means the new board of directors will likely be drawn largely from the existing membership pool.

There have been few specifics on issues such as committee structure and payments outside of broad declarations that the rules would comply with an undefined compensation policy, determined by the board with the advice of salary consultants.

The Times’ investigation found that the nonprofit HFPA regularly issues substantial payments to its own members in ways that some experts say could run afoul of Internal Revenue Service guidelines. HFPA members collected nearly $2 million in payments from the group in its fiscal year that ended in June 2020. The HFPA has said its compensation policies are in line with those of other nonprofit groups.

“I don’t doubt a compromise will have to be reached and not all sides will get what they want but we need to see a cohesive plan,” one studio executive, who declined to be named as they were not authorized to comment, said in advance of the vote.

“There are a lot of issues: members paying themselves, bad behavior issues. It’s great they are addressing the acceptance of gifts but what about all of the bad behavior and demands for special treatment and vetting membership? Until we can see the whole plan and evaluate it then we can see how to move forward.”

Some members have displayed their own discomfort with the bylaws. From the start, the reform process was beset by dissent and infighting. Two factions emerged: A reformist bloc advocated for top-to-bottom structural change, arguing the proposed reforms didn’t go far enough. A second group appeared resistant to change, believing that the reforms were being foisted upon them and that many of the proposed bylaws improperly stripped them of their membership rights and benefits.

In June, two members resigned in protest over what they called the group’s “toxic” culture and “status quo” reform efforts.

Last month, two longtime members threatened legal action over the inclusion of a provision to create an emeritus status for nonworking and lifetime members that would make them ineligible for HFPA-sponsored travel, such as junkets and festivals, and take away their rights to vote for Globes awards and other group activities.

As recently as last week during a membership meeting, some members pressed the group to delay the bylaws vote altogether, saying they were “rushed,and not thought through,” according to an individual present who declined to be named out of fear of retaliation.

Although the HFPA has approved new bylaws, some still wonder whether the group can make the kind of cultural shift such a retooling requires.

The HFPA has publicly committed to engage in outreach and recruit Black journalists and others from underrepresented backgrounds.

However, The Times reported that last summer following the murder of George Floyd and the spark of the Black Lives Matter movement across the country, the group had already rejected hiring a diversity consultant. Among the reasons members gave was that the organization represented dozens of countries and therefore was inherently diverse.

More recently during a Zoom meeting with publicists in July, the group’s first in months, Dagmar Dunlevy, a German-born Canadian, reiterated this reasoning, “Our members — imagine how diverse we are. We’ve got Muslims and Jews and Catholics, etc…. We want to change. We want to do good things, but it doesn’t have to be this drastic.” She then added, “Let’s not be overly woke.”

To some in Hollywood, such statements raise the question whether the new bylaws signal real change or are simply a means to an end for the embattled organization.

In July, James Lee, the founder and CEO of the Lee Strategy Group and the HFPA’s crisis PR consultant, told the group in a memo that “no one loves all of these bylaw changes, and everyone has a different reason to dislike them. Change can be confusing and startling, especially when change appears to be forced upon you.”

However, he also said that members could address those points, writing, “We suggest you take advantage of the quicker amendment process in the new bylaws to resolve this issue after the bylaws are approved.”

As the HFPA and Hollywood evaluate the scenario posed by these bylaws, waiting in the wings is an alternative plan from Todd Boehly, who last month proposed a for-profit spinoff in partnership with the HFPA to run the Globes.

Boehly is the chairman of Eldridge Industries, the parent company of Dick Clark Productions, the longtime producer of the Golden Globes. Last week, Boehly sent a written proposal to members to review; they had to first sign an NDA in order to do so, according to one.

What happens next remains to be seen.

But one thing is clear: In order for the HFPA to get back to business as usual, they’ll have to prove to Hollywood and others that their business is no longer the usual.

Times staff writers Josh Rottenberg and Meg James contributed to this report .