Jonathan Handel at Digital Media Law has a blow-by-blow account of the recent controversial National Board meeting.
That Membership First engaged in “dilatory motions and tactics,” which are prohibited by Robert’s Rules of Order that SAG uses, is likely incontrovertible (on the assumption, of course, that the ten sources cited by Handel are even remotely accurately recalling the events).
Equally likely incontrovertible is that the chair of the meeting, Alan Rosenberg, abused the position of chair by not ruling those engaged in dilatory tactics “out of order.”
It appears that Rosenberg would consult with SAG lawyers present about the rules that applied but that he ignored their advice and engaged in verbal abuse of the lawyers. This begs the question: why did the lawyers put up with this abuse? If they had left the meeting it is very possible the meeting would have had to be have been ended.
Of course, I have also suggested in a prior post that the new majority on the board probably could have profitably adjourned the meeting and turned to the use of the written assent process much earlier than the 28th hour.
(SAG’s constitution provides, as do all corporations, for decision making by boards by writing in lieu of a meeting. Ordinarily where one has a typically sized board, perhaps five or seven or eleven members, this requires unanimous written consent. However California state law allows a mutual benefit corporation like SAG to amend this provision as it sees fit. Since SAG has a 71 member board the “Written Assent” provision requires only a majority. The basic purpose is to prevent the abuse of power that one saw at the recent Board meeting.)