I got kind of curious about the debate emerging inside SAG regarding the upcoming emergency board meeting. President Rosenberg has noticed board members for an “in person” meeting to take place in Los Angeles next Friday.
Naturally board members across the country would be greatly inconvenienced by having to travel across country in the middle of winter so close to the Christmas holiday.
Presumably President Rosenberg did not do this on purpose to his political opponents….ok, now that the laughter has died down, let’s consider what this requirement actually means.
It turns out that California law provides explicitly for this kind of problem and the solution is quite simple: the “in person” requirement is satisfied by attendance via a conference call or video conference call as long as everyone on the phone call can hear each other.
The provision is in the same in all of California corporate law and is based on the similar provision found in Delaware, the mother ship of American corporate law.
Here is the relevant provision from California law for mutual benefit corporations, which covers SAG:
Cal Corp Code ß 7211 (2008)
(a) Unless otherwise provided in the articles or in the bylaws, all of the following apply:
(6)….Participation in a meeting through use of conference telephone or electronic video screen communication pursuant to this subdivision constitutes presence in person at that meeting as long as all members participating in the meeting are able to hear one another.
Since there is no provision in the SAG Constitution and bylaws that drafts around this requirement it applies to the upcoming Friday meeting.
This should come as good news to snow bound New Yorkers on the SAG board!
UPDATE: I have seen some suggestions that President Rosenberg’s notice of the board meeting is illegal based on how some people are reading this post. That is most likely not true. My understanding is that President Rosenberg called for an “in person” meeting. That is not illegal. However, any board member who attends the meeting via a conference call (whether just voice or both voice/video) would be considered to be attending the meeting “in person.” In other words, no one can be required to be physically present in Los Angeles to meet the “in person” requirement.