The SPA COMICS CHARTER

This charter is intended as a guideline/backbone to how our co-branding system works. We make it public so that potential new members can see what they would be dealing with, and also so members can look to it at any time and help hone and refine it by proposing additions and updates. It is intended as a work-in-progress, and is designed from ideas and suggestions over time and by many very talented and smart creators to function as the best deal in indy comics for high quality minded studios/publishers.

1.) Imprint/Co-Brand Membership. An Imprint Member is defined as a publishing member of the SPA who meets the minimum requirements for membership, and agrees to abide by the guidelines for membership, and is voted into the Active Imprint Members list by a majority of the current active members.

2.) Other definitions:

A.) "Imprint"- The SPA Comics Group shall be referred to herein as the "imprint" or "co-brand". There is no specific difference, yet both terms apply and fit into terminology better in places.

B.) "Dimestore Distro"- The Dimestore Distro is understood to refer to the sales and distribution arm of the imprint, and should not be confused with any one single person or persons, but a business entity used to front to the retailers SPA member comics, both of the imprint, and independent of the imprint.

C.) "Dimestore Productions"- Is the publishing name of the parent company.

D.) "Board"- The term "Board" shall be understood to refer to the controlling members of the imprint, each with full voting power when making imprint decisions. Board membership will be detailed in greater detail within the SPA Comics Charter.

E.) "Publisher" - The term publisher refers to the specific person in a publishing company who is in charge of the printing of the studios books. for our purpose, is also the person in a studio that sits on the Board.

3.) Minimum requirements for SPA Comics Membership:

A.) Publisher is a registered and active of the SPA Community Forums, with activity defined as a member maintaining at least monthly contact through the forums and timely response to email inquiry.

B.) Publisher agrees to participate as a fully vested member of the SPA Comics Board - actively giving opinions and voting on various items that come up without significant delay to issues pending.

4.) General Charter Guidelines:

A.) Member publishers agree to print all their Imprint Titles using SPA printing options if at all possible. If a member obtains a better price for printing elsewhere, they agree to help the Imprint get those prices if at all possible, thereby helping the entire group negotiate lower printing rates.

B.) Member publishers agree to use the Imprint Logo in conjunction with their own studio or publisher logos to co-brand the material they are publishing through the Imprint, with the understanding that the logo is currently undergoing a complete redesign to be submitted and approved by the membership body as a whole.

C.) Member publishers agree to perpetuate the co-branding as much as possible, including using the Imprint Logo on advertisements and promotional materials pertaining to the projects under the Imprint banner. NOTE: Member publishers are under no obligation to co-brand or include all their projects in the Imprint, however members are cautioned to use sound judgment when publishing materials that could reflect badly upon the Imprint by way of association, as this can and will result in punitive action by the board.

D.) Member Publishers agree to initiate use of the co-brand upon being voted into full membership, employing said co-branding on all printed for sale product and major advertisements pertaining to Imprint titles. Member Publishers are under no obligation to sublimate or halt sales of Imprint books not carrying the co-brand on materials printed prior to entering the Imprint, but are encouraged to make every effort to include the Imprint logo through use of supplementary fliers or stickers so as to inform new customers of the changing branding and help avoid confusion.

E.) Member Publishers retain all applicable rights and copyrights to their titles, characters and logos, and maintain free use of these properties should they decide to leave the Imprint. SPA Comics Group maintains, holds, or claims no copyrights whatsoever and will not do so in the future.

F.) Member Publishers agree that they will adhere to a MINIMUM QUALITY STANDARD with regard to comic book production. Utilization of proper anatomy, perspective, and storytelling techniques are essential not only to making good comics but also for building a quality brand that people will want to follow. Rather than establish a QC sub-committee, the Charter simply advises all members that they must keep their production standards high so as to benefit the SPA Comics Group as a whole. In the event a member chooses not to maintain sufficient quality standards they can be brought before the board for discussion and further action, including removing the low quality production from Imprint consideration. PDF versions may be used for discussion. If not using the SPA Printing options, a PDF must be submitted to board before printing of the book.

G.) Member Publishers may leave the Imprint at any time without penalty, and will go with the best wishes of the board and the membership at large. In the event a Member Publisher chooses to leave the Imprint and then changes their mind, there will be a one year waiting period until the former Member Publisher can re-apply.

H.) Member Publisher agrees that Dimestore will handle in-house promotion and solicitation of titles by all means at its disposal, including but not limited to banner ad campaigns, website promotion, flier solicitation and store solicitations. In turn, Dimestore agrees to use every reasonable means at its disposal to promote the books within the Imprint. Outside distribution and other means of sales - including convention sales, shall be handled by the Member Publisher until such time as Dimestore establishes an official distribution manager. Marketing, on any scale, is ultimately the responsibility of each Member Publisher, with the understanding that working as a collective group often yields better results than going it alone. We are, after all, stronger in numbers.

I.) Member Publishers agree that they will be responsible for all printing and costs associated with getting their titles printed and in the hands of readers.

J.) Member Publishers agree to entertain ideas and advice on promotions and print runs in an attempt to minimize costs and maximize profits for everyone concerned. The SPA Comics board will provide this advice and seek to resolve any disputes amicably and without bias.

K.) Member Publisher and Dimestore Productions agree that they will each maintain absolute financial transparency with regard to business dealings that could possibly effect profitability, and allow the SPA Board to advise and assist in plans and developments.

L.) Member Publishers agree that SPA Comics will keep 10% of the profit from the sales of Imprint publications that are sold through Dimestore Distro, AFTER costs have been repaid to the Member Publisher.

1.) In addition, Member Publisher retains all profit on Imprint product sales outside the Dimestore Distro, including individual convention appearances and sales to other distributors. Copies sold through SPA-run convention tables will be recorded as Distro sales.

2.) For the purposes of this Imprint, the term "costs" refers to printing/distribution costs only and does not include production costs or outside advertising costs incurred by the Member Publisher, as they are paid by the member publisher and not tracked by Dimestore.

M.) This charter hereby establishes the fund known as The SPA Comics Fund into which all profits described in section 12 shall be placed for use by the Imprint, as directed by the Board, for the greater good of the Imprint at large.

N.) This charter hereby establishes the position of SPA Comics Treasurer, who will be elected by the Board and shall be charged with dispersing and administering monies from the SPA Comics Fund. The SPA Comics Treasurer shall report to the board on a quarterly basis as to the state of the fund, any expenditures outstanding, and ensure a clear and concise accounting of the fund can be given at any time. No monies shall be dispersed from the fund without official proposal and a vote by the SPA Comics Board.

1.) Current SPA Comics Treasurer: To Be Elected

O.) In the event a Member Publisher wilfully or purposefully violates the SPA Comics Charter, he or she can and will be subject to disciplinary action by the SPA Comics Board, up to and including expulsion from the Imprint. Concerns of this nature should be addressed to the board in private and will be handled on a case by case basis.

P.) Dimestore Productions, as an integral part of the SPA Comics model, cannot be voted out of the Imprint by the SPA Comics Board. Dimestore holds tie breaking power in any voting scenario in which lines are evenly drawn, the Publisher of Dimestore Productions: Ian Shires - is the Chairman of the Board.

Q.) The SPA Comics Board is hereby formed pursuant to this charter and is comprised of the Publisher from every Member Company/Studio, voted into the Imprint by simple majority vote. Board membership is a privilege and responsibility and can be revoked or limited by a majority vote of the remaining board members if problems arise.

5.) Official Members

A.) Red Handed Studios - Publisher: Cary Kelly

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