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June 2, 2009

Inside the Boardroom

Filed under: Entertainment — showbizreporting @ 1:33 am
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Inside the Boardroom:

Sources from inside SAG’s marathon board meeting blasted Screen Actors Guild President Alan Rosenberg as a “corrupt and dirty chair,” asserting that he and his Membership First allies repeatedly abused parliamentary rules throughout the “surreal” 28-hour national board meeting earlier this week in order to suppress the SAG board’s moderate majority.

In support of their contentions, the approximately 10 sources—including board members from across the country—described a previously-unreported litany of Membership First’s alleged delaying tactics, and provided a detailed chronology of the meeting. The sources requested anonymity due to the possibly-confidential nature of the meeting and fear of retaliation. I sought comment from Rosenberg , SAG, and others, but 1st VP Anne-Marie Johnson responded in an email that SAG, its staff, officers and board members would not comment.

As a result of the alleged abuse, the board meeting ended Tuesday afternoon with no substantive action taken on any agenda item. In particular, no vote was ever taken on the moderates’ so-called omnibus motion that would have fired SAG National Executive Director Doug Allen (not just removed him as chief negotiator, as has been reported elsewhere), replaced the negotiating committee, and reopened negotiations with the AMPTP. The move to fire Allen led Rosenberg to step down from the chair temporarily to deliver an obscenity-laced response:

You want a fucking civil war in this union? You do this, you will get a fucking civil war. I’ll lead it.
Instead of a vote on the omnibus motion, no fewer than 26 separate votes took place on procedural motions, during which Membership First members allegedly spoke well in excess of their allotted 3-4 minutes each, sometimes speaking against their own motions so as to delay proceedings.
When challenged during the meeting regarding the lengthy speeches, Rosenberg, sitting as the chair of the meeting, allegedly contended that “the clock is broken” or that he was “not sure how to run it”—referring to the clock intended for timing member speeches and limiting them to the prescribed lengths. However, the clock was declared functional again when the moderates spoke, according to the sources. Rosenberg also allegedly asserted on one or more occasions that there were problems with the voting equipment, necessitating 10-15 minute searches for Guild staff to provide assistance, a source of further delay.

Membership First members were allegedly allowed to speak well in excess of prescribed limits, with one member holding onto the mic for 17 minutes in the guise of a question. Sometimes, the same question would be asked repeatedly, sometimes by the same person. Other times, people would speak briefly, then stand silently at the mic for several minutes. Rosenberg , the sources said, would frequently interject to express agreement with concerns the Membership First members raised, violating the neutrality that the moderates said was the chair’s duty. He would also himself speak “interminably” from the chair.

Over-long statements from the floor by Membership First members were frequently allowed under the guise that they were questions, sources said. Extended questions were allegedly allowed by Rosenberg even where the motion on the floor was not supposed to be subject to debate under the applicable rules. According to the sources, Membership First members frequently shouted “point of order” or “point of information,” delaying proceedings with what moderates described as frivolous speeches and extended questions.

One result of these factors was that the board members held a debate on a motion to extend the Monday session of the meeting by 3 hours, but the vote on this motion didn’t come until 8 hours later—i.e., 5 hours after the original 10:00 p.m. adjournment time had passed.

The moderates described repeatedly objecting to Membership First’s tactics to no avail, as Rosenberg swatted away their objections, even ignoring the contrary advice of SAG’s in-house and outside counsel, who were present during parts of the meeting (most of the rest of the staff, including Doug Allen, were not present for most of the meeting). Indeed, on one occasion, Rosenberg told the attorneys—SAG’s own lawyers—that they were “liars,” said one source. On another occasion, he allegedly told them “you don’t know what you’re talking about.”

Referring to the extended delay and tactics viewed by the moderates as obstructionist, Rosenberg allegedly answered: “You might as well give up now. This is what you can expect for the next two years. Count on it!” He made comments to this effect on multiple occasions, said the sources. Sources added that Rosenberg repeatedly threatened to have some of the moderates evicted, even calling for the on-site security guard to add muscle to his threat.


Another Membership First member, when asked by a moderate if the purpose of the parliamentary maneuvering was to waste time until the meeting was set to adjourn, sneered in agreement: “You understand that then, don’t you?” he allegedly said.

Among the many motions allegedly introduced by Membership First were multiple motions to adjourn the meeting. These were introduced even though no substantive business had been conducted and many board members had been flown in from around the country, and lodged in hotels, at Guild expense.

Another occurrence, according to the sources and as reported by other media outlets, was a voting irregularity committed on Tuesday by several Membership First members. This involved one member attempting to vote on behalf of three or four other members (media reports to date have only reported two), which is described by the sources as a violation of SAG rules. When one of the participants in the alleged irregularity was confronted, she responded in part with a bizarre discussion of her personal biography, according to a source:

My father was a veterinarian. I used to go all over the South with him. I know poverty. I’ve seen kids without clothes. I’m an ordained minister. I’m about helping people.

The hurdles for the moderates were that they faced, in their description, a highly biased chair, and that they had only a simple majority (i.e., more than 50%) of votes on the Board, but not the 2/3 (i.e., 66.67%) supermajority apparently necessary to close off debate and force a vote on the omnibus motion. They won many motions by about a 55% majority, but since they did not control 2/3 of the board, they were unable to muster 2/3, although they came within less than one-quarter percent of that figure in one case.

The sources decried Rosenberg’s conduct as “egregious,” “abominable,” “belligerent,” “threatening,” “abusive,” “intimidation,” “reprehensible,” “partisan,” “not even-handed, not fair,” “not neutral,” “hostile,” “despicable,” “malfeasance,” and “intended to slow the meeting down.”
The sources who used the term “corrupt chair” and “dirty chair” acknowledged that these descriptions of Rosenberg were not in any way meant to imply that he was financially corrupt, and no source suggested that he was.

—————–

Here’s a reconstruction, in outline, of the meeting, based on information supplied by the above sources. Motions were often introduced one after the other, leading to several, stacked motions pending at any given time, with voting on older motions deferred, while newer motions were debated.
In all, 26 separate votes were held on various motions. Debate was lengthy, because of the tactics described above. Other motions were made and withdrawn without a vote. The omnibus motion never reached a vote.
In the reconstruction below, the actual voting is identified as vote #1, #2, etc., through vote #26. The timestamps below are my best reconstructions. They are difficult to assign, because the debate apparently jumped around, and different sources had somewhat different recollections, making a precise and linear presentation difficult. In some cases, I do not know the results of the votes, and have accordingly omitted them.
Monday, January 12, 2009
Approx. 9:00 or 9:30 a.m.:
Meeting starts.
1. Meeting rules are discussed.
Mon. 11:00 a.m.
2. Moderates move to go into executive session. Motion gets debated but not voted on.
Mon. 1:00 p.m.
3. Membership First makes multiple motions to adjourn the meeting—i.e., end the meeting altogether, even though it has only started a few hours earlier, people have flown in from around the country, and nothing has been accomplished. Motion is debated, and defeated (vote #1). Note: Some sources recall the first of these motions as being at 5:00 or 6:00 p.m., rather than 1:00 p.m.
4. A recess is called.
5. Membership First moves that the motion for an executive session is out of order. Motion is debated, and defeated (vote #2).
6. Membership First moves to set the executive session at a time certain (i.e., to delay it, by not having it happen immediately). Motion is debated, and defeated (vote #3).
7. Membership First again moves to set the executive session at a time certain, even though the identical motion had just been defeated. Motion is debated, and again defeated (vote #4).
Mon. late afternoon / early evening:
8. Motion to go into executive session is finally voted on (vote #5). It passes. All told, the debate on motions regarding executive session has consumed at least 4 hours.
9. Rosenberg then declares that the motion to go into executive session is out of order, even though it has already passed.
10. Moderates challenge the decision of the chair. Rosenberg replies that, ok, now everyone who wishes to can speak to the issue. Twenty-two separate Membership First board members speak. Debate lasts about 3-1/2 hours.
11. The challenge to the chair is sustained (vote #6), i.e., the moderates prevail.
Mon. 11:00 p.m.
12. A motion to close debate is made. The motion is debated (18 Membership First members speak on the motion), and voted on (vote #7). It receives a majority, but not a 2/3 majority, and therefore fails.
Tues. 12:25 a.m.
13. Another motion to close debate is made. The motion is debated and voted on (vote #8). It receives a majority, but not a 2/3 majority, and therefore fails.
14. Rosenberg rules that it will take a 2/3 vote to extend the meeting past 10:00 p.m. At the time of the ruling, it is already more than 2 hours after 10:00 p.m. The motion is debated and voted on (vote #9).
15. A motion is made that the meeting run continuously through 1:00 p.m. the next day. The motion is debated and voted on (vote #10)
16. Membership First moves to recess the meeting. The motion is debated, voted on, and defeated (vote #11).
Tues. approx. 2:00 or 3:00 a.m.
17. A motion is made to end debate. The motion is debated, and voted on (vote #12).
18. Another motion is made to end debate. The motion is debated, and voted on (vote #13).
19. A substitute motion is now on the floor that refers to extending the meeting to 1:00 p.m. The motion was originally introduced on Monday, and it was understand that the reference to “1:00 p.m.” meant Tuesday afternoon. However, it is now Tuesday early a.m., and an argument ensues as to whether the substitute motion would now mean that meeting would go on until Wednesday at 1:00 p.m.
20. Accordingly, a motion is introduced to amend the substitute motion by adding the words “Tuesday, January 13” to the proposed ending time. Ten Membership First members speak to the motion. The motion is voted on, and passes (vote #14).
21. However, during the voting, a moderate member notices a Membership First member (call him/her “MF1”) holding three electronic voting devices. Each board member is supposed to use only his or her own such device. Realizing that two other Membership First members (“MF2” and “MF3”) are absent, but that their votes are nonetheless displayed on-screen, the moderate shouts out words to the effect “MF1 is voting for MF2 and MF3!” It is later discovered that MF1 has voted on behalf of a third absent Membership First member (who apparently did not know this had happened) and perhaps a fourth.
22. Screaming and yelling ensue. Rosenberg pounds his gavel. MF2 and MF3 reenter the boardroom from a side room or area where at least one them has been sleeping. Rosenberg questions MF1. MF2 and MF3 also speak.
23. Moderates move to throw MF1, MF2 and MF3 out of the meeting. They later withdraw the motion, realizing that debate on it would be a further source of delay.
24. There is a challenge to the chair to stop MF1, MF2 and MF3 from voting, later withdrawn.
25. Rosenberg punishes MF2 and MF3 (and perhaps MF1 – unclear to me) by directing that their votes on the specific pending motion not be counted.
26. There is a motion to sustain the punishment imposed by the chair. Membership First member(s) object, even though the chair ( Rosenberg ) is himself a member of Membership First. Thus, the motion is debated. Most Membership First members speak in favor of it, even though Membership First member(s) had objected to it. It passes by a vote of approximately 94% to 6%, suggesting that the debate was an empty exercise (vote #15).
27. A motion is made to table the motion to extend the meeting to 1:00 p.m. The motion is debated, then voted on (vote #16). Moderates prevail, by 66.55% to 33.45%.
Tues. approx. 6:00 a.m.
28. Moderates make a motion to extend meeting from 10:00 p.m. the previous night (i.e., 8 hours ago) to 1:00 p.m. Tuesday. Motion is debated, and passes (vote #17).
29. Membership First makes a motion that the motion to table the motion to extend the meeting was out of order—despite the fact that the motion was already passed (two motions ago). The motion is debated, voted on (vote #18) and defeated.
Tues. 7:00 a.m.
30. Membership First makes a motion to adjourn the meeting. The motion is debated, then voted on (vote #19), and defeated.

UPDATE (POSSIBLY ERRONEOUS TIMESTAMP DELETED)

31. Moderates are finally able to introduce the omnibus motion to fire SAG National Executive Director Doug Allen, replace the negotiating committee, and reopen negotiations. However, the motion is not voted on.
32. Membership First makes a motion to publicly report (on the SAG website and magazine) the votes on the omnibus motion. The moderates say they agree with the motion. Membership First members then proceed to debate their own motion, despite the general agreement on it. It passes by a vote of 94.69% to 5.31%, suggesting that the debate was an empty exercise (vote #20).
33. Membership First makes a motion to leave (i.e., remove) confidentiality of executive session and invite Doug Allen back in the room. The motion is debated and voted on (vote #21).
34. A motion is made to deny consideration. The motion is debated and voted on (vote #22).
35. Membership First makes another motion to leave confidentiality of executive session and invite Doug Allen back in the room. The motion is debated and voted on (vote #23).
36. Membership First makes a motion to separate the main motion (i.e., the omnibus motion). The motion is debated and voted on (vote #24).

UPDATE (POSSIBLY ERRONEOUS TIMESTAMP DELETED)

37. Membership First again makes a motion to separate the main motion. The motion is debated and voted on (vote #25).
38. Membership First yet again makes a motion to separate the main motion. The motion is debated and voted on (vote #26).
Tues. approx. 11:00 a.m.
39. The omnibus motion is now on the table for discussion, but only two hours remain until scheduled adjournment. The motion is debated extensively. However, it is never voted on.
Tues. 12:40 p.m.
40. Moderates make a motion to extend the meeting to 2:00 p.m. However, the motion is never voted on.
Tues. approx. 1:25
41. The meeting is adjourned. No substantive action has been taken, according to the moderates and according to a SAG press release.

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