Sunset is Coming

And no, we’re not talking about the New Media provisions in the TV-Theatrical contracts.

The SAG Constitution has these provisions which sunset in April, 2010:

Article V, Section 1, subdivision J(2)(a):

(2.) (a) Video conference meetings shall end by 11:00 p.m. Eastern time. In person
meetings scheduled for one day only shall end by 11:00 p.m. of the location in
which the meeting is being held. In person meetings scheduled to span more
than one day shall be scheduled such that the meeting shall continue into the
evening on the first day of the meeting, and the meeting shall end by 5:00 p.m. of
the location in which the meeting is being held on the last day of the meeting. A
vote of two thirds of those present shall be required to extend the meeting by no
greater than one half hour increments beyond the limitations set forth in this
paragraph, except that no extensions beyond 5:00 p.m. on the last day of
multiple-day meetings shall be permitted.
(b) The foregoing provisions of this subdivision (2.) shall cease to be in effect after
April 23, 2010, and after that date the only operative provision of this section
shall be as follows:
Video conference meetings shall end by 11:00 p.m. Eastern time. In person
meetings shall end by 11:00 p.m. of the location in which the meeting is being
held. A vote of two thirds of those present shall be required to extend the
meeting by no greater than one half hour increments.

Article V, Section 1, subdivision J(5):

(5.) The presence of members which exercise one-third (1/3) of the votes of the Board
of Directors shall constitute a quorum, provided that at least two members of each
Division are in attendance. If fewer than two members of any Division are present,
but a quorum would otherwise exist, the Board of Directors may nonetheless take
action on any matter set forth with specificity on the agenda for the meeting, or with
respect to any matter on which debate or discussion began prior to the absence of
such a quorum, except a matter requiring a supermajority vote, as follows:
(a) The Board of Directors may debate and vote, and the motion and result of such
vote shall be recorded in the minutes of the meeting, together with such detail of
the debate as may be practicable. Any vote taken pursuant to this paragraph must
be taken by roll call.
(b) If any motion made receives a majority of the votes cast in the meeting of the
Board of Directors, such motion and the record of the debate shall be referred
within three calendar days of the conclusion of the Board of Directors meeting
to the Division Board of Directors of any Division having cast fewer votes on
the motion at the meeting than all those to which the Division is entitled. The
Division Board of Directors may cause a vote to be taken among its members or
seated alternates of the Board of Directors, either by meeting or by written
assent. Any vote taken, whether in person, by electronic communication, or in
writing, must be taken by roll call, and only those Directors or their sitting
Alternates by whom or for whom a vote has not already been cast shall be
entitled to vote. By way of example, a Director who was replaced by an Alternate
at the meeting of the Board of Directors will not be entitled to cast or change the
prior vote. The Division Board of Directors shall not seek to amend the motion
as voted upon by the Board of Directors. For purposes of this section, such a
vote shall be deemed a national responsibility of the Division Board of Directors
in accordance with Article VI, Section 7 of this Constitution and By-Laws.
(c) Unless the motion passed by the Board of Directors provides for a longer period
for consideration, a Division Board of Directors voting in accordance with
paragraph (b.) of this subdivision shall report the results of its vote within
fourteen (14) calendar days of the referral of such a motion. Such results will be
added to the results of the vote taken at the meeting of the Board of Directors.
Once cumulated, the results of the vote will be determined and will be deemed to
be the action of the Board of Directors effective as of the date such votes are
reported by the Division Board of Directors.
(d) If a Division Board of Directors entitled to cast votes pursuant to paragraphs (b.)
and (c.) of this subdivision fails to report its votes within fourteen (14) calendar
days of the referral of such a motion, or such longer period as may be prescribed
in the motion of the Board of Directors, the result of the vote in the meeting of
the Board of Directors cumulated with the result of the votes of any Division
Board reporting within such period will be deemed to be the action of the Board
of Directors, effective as of a date fourteen (14) calendar days after the referral of
the motion, provided, however, that the National Executive Committee or the
Board of Directors may extend the deadline for reporting of votes upon a finding
of good cause.
(e) The provisions of this subdivision providing for action in the absence of a
quorum shall be inapplicable in the event that the lack of a quorum is the result
of force majeure. If an event of force majeure prevents a Division from acting in a
timely manner in accordance with subdivision (d.) of this section, the deadline
for action shall be tolled during the period of the force majeure incident and for a
reasonable period thereafter, as determined by the Board of Directors or
National Executive Committee.
(f) Nothing in this Section shall be construed so as to limit the authority of the
Board of Directors to act by written assent as provided by Section 4 of this
article.
(g) The foregoing provisions of this subdivision (5.) shall cease to be in effect after
April 23, 2010, and after that date the only operative provision of this section
shall be as follows:
The presence of members which exercise one-third (1/3) of
the votes of the Board of Directors shall constitute a quorum.

Given recent events in governance, should we be concerned about these impending changes, which remove certain existing protections?

11 Comments

  1. Leslie Shenkel says:

    In my reading of all this legal monbo jumbo

    No problem with the first one. It really just means that New York and the Branches have to plan to stay an extra day in LA during face to face meetings. No red eye flights.

    Big Problem with the second one. Since Hollywood is more than 1/3 of the Board of Directors they will be allowed to do anything they want without even a How Do You Do to New York and the Branches.

    The Board must act to extend or make perminent these provisions especially the second one.

  2. vested says:

    My understanding is that it will require a 2/3 vote to retain it. I hope I’m wrong about that.
    Otherwise, MFs will have the option – as you say, Leslie – to simply send the rest of us a memo. It becomes a threat of taxation without representation; as such I would suspect it cannot be supported by our constitution, or the NLRB.
    V.

  3. Voiceguy says:

    I agree with Leslie. The removal of any requirement for all three Divisions to be represented (in the second item) opens up a world of potential mischief.

    My question is: Who, if anyone, is looking at this issue and teeing up the necessary mechanism for board action and member ratification of any constitutional changes? I certainly do not trust SAG staff on this score.

    VG

  4. Voiceguy says:

    But this is our constitution.

    Question: Can the board, by its own action, delay the effectiveness of this language? Or must it be put to member vote?

    I’ve been mentioning this upcoming sunset issue for a while, but it doesn’t seem to have gotten much traction.

    VG

  5. Kathy Joosten says:

    good to question this here but have any of you who understand the legalese been in touch with board member?

  6. mike says:

    We is not concerned, we thinks the impending changes, are a good thing.

  7. gregdb3 says:

    These clauses were added and sunset during the DA years. Before that, Membership First could and did wreck havoc on the membership. And leslie, people are already missing one or two days of work during that week-end, to be asked to miss another for a volunteer gig is unconscionable. Most New Yorkers miss work potentially on Friday and the RBD miss Thursday and Friday and sometimes even the preceeding Wednesday. And it’s been proven that the more time there is to waste, the more time will be wasted. To go back to the original Constitutional framing would be an injustice to the entire membership. Originally, the National Board was the only convening body of the organization that did not have a quorum requirement of at least one representative from each division. Membership does not have to vote on it.

  8. Dr. Giggles says:

    One of the examples of why we need to very careful about the wording, or lack of…..look back to the infamous 28+ hour meeting last January…where there was many hours of discussion about extending the meeting for two hours. They essentialy spent the night hours arguing about extending the meet. Fillbusterting? Sure. Ridiculous? Absolutey.

    We can always be certain the the majority voice on the board will change. We need to maintain some sort of rules for all voices.

  9. vested says:

    I have it on good authority that there is work being done on this behind the scenes. Nothing specific that I can report here, but I trust the NB members from all three Divisions will arrive for an early 2010 meeting after having fully vetted these issues on their own forum(s), and with a good, solid plan in hand.

    V.

  10. geo says:

    Both of those look like sensible protections that were carefully crafted to give everyone equal protection. Article V in particular *could* have been used by a minority to forestall action. . . except clearly a great deal of thought went into making sure that couldn’t happen.

    I think it a pity they were sunsetted, particularly for a constitutional issue where it isn’t all that easy to get it reinstated after practice has shown it to be a good addition.

  11. geo says:

    As I said, these seem like reasonable “comity” type provisions that it is unfortunate were sunsetted. . .but why would NLRB take a hand if they went away? Meetings must still be noticed. A time certain (at least it would require a 2/3rd vote to extend it) for the meeting to end is still in place.

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