28) > 9 DECLARATION OF ALAN ROSENBERG |. Alan Rosenberg, hereby declare as follows: 4. 1am over eighteen years old and have firsthand knowledge ofthe facts set forth below and could and would testy competenty thereto under oath i called upon to do 50. | currertly serve as the President for the Screen Actors Guild ('SAG") and am a member of SAS. | have served as the President of SAG for three and a half years. | have been duly-clected twice by the SAG mombership. am a plaintif in the above entitled action. | submit this dectaration in support ofthe plantfis' ex parte application fora temporary restraining order and order to show cause re" preliminary injunction. Such an orderis necessary because certain members of SAG's National Board of Directors have purported to pass certain mations without notice or meetings in violation of Calfornia law and the public policy requiring democratic set government by not-for profit corporations such as SAG. Unless restrained, the defendants are using and wal continue to use these unlawful resolutions to inflict irreparable harm on SAG's membership, myself included General Background 2. SAG came into existence as a not-for profit corporation in accordance with the laws of Calfornia on or about July 1933. A copy of SAG's Articles of Incorporation is attached as Exiibit E. Since then, SAG has zealously represented performing artists in the motion picture industry to ensure fair and constructive terms and conditions of work and revenue in one of America’s leading industries at home and abroad 3. SAG's executive branch includes me as the President, ts Secretary- Treasurer, Commie Stevens, ts First Vice President, Anne-Marie Johnson, a Second Vice | President, Sam Freed, and a Third Vice President, David Hartley Margolin 4, Pursuantto Article V, Section 1 of SAG's Constitution and By-laws, a tue and corect copy of whichis attached hereto as Exhibit D the National Board of Directors (the "Board’) constitutes SAG's governing body. Currently there are seventy- ‘one (71) members of the Board, inclusive of the above executives. Although each DECLARATION OF ALAN ROSENBERG® @ member ofthe Board is permitted to vote, under Article V, Sec. 1(F) ofthe Consttation and By-laws, voting is weighted to reflect membership in order to democratically cepresent menbership. By way of example, the 71 members ofthe Board have a total ot 141.73 votes. Athough the Hollywood Division has 33 members on the Board which comprises 48.48% ofthe members, itn fact comprises 75.438 votes, oF 53 29% of the total yotes on the Board 5. Under Ace V, Section 1 ()(t) and (3), the Board meets four tines annually “unless othenvise determined by a two-thirds vote ofthe Board of Directors and only upon no less than three business days notice.” 6 Over the years and in my experience, alissues of any substance afecting SAG's members have been thrashed out in fll debate of SAG's Board, pursuant to proper notice give to all members of the Board, so that all points of view can be aired ‘and considerec, and all the membership representatives have a chance to be heard and | cast reasoned and informed votes. ‘The Unauthorized Actions | 7-1-2008, the National Executive Director and Chief Negotiator for SAG, Mr Doug Allen, engaged in serious negotiations with employers, ¢.g, studios and | producers, for a TVrTheatrical contract. During tha time, Mr. Allen worked with a Tvrtheatial Commitee, duly constuted to reflec the full national membership and all SAG divisions including the minorty Regional Divisions ~ in accordance with SAG's Committee Guideines. A tre and covrect copy of Guideline Il of SAG's Commitee Guidelines is atached hereto as Exhibit F. These negotiations proved exceptionally challenging because of the need to protec performers’ rights and earnings in light ofthe new media’ electronic formats rapidly supplanting standard motion picture and television mediums. 8. On orabout January 25, 2008, I received notification from the SAG | | | General Couns, Duncan Cratteeteandnerming meta bare majo 82 52% of the Board allegedly passed a motion by “writen assent,” which radically changed the 2 DECLARATION OF ALAN ROSENBERG> 8 means by which SAG addressed these issues and engage in negotiations with the employers. A tue and correct copy ofthe notice of the written assent is attached hereto as Exhibit, Inbriet, the Witten Assent dispensed with the need for prior notice oF actual Board meeting, discharged Mr. Allen from his position, and disbanded the ‘TvrTheatrical Committee. In their place, the Writen Assent appointed David White as National Executve Director and John McGuire as Chief Negotiator. In addition, the \iten Assent replaced the duly-consttuted TV/Theatrical Committee with a non- representative “Taskforce” of only ten (10) members. In doing so, the "writen assent” purported to “suspend” Guideline I! of the Commitee Guidelines established by the Specifically, Guideline Il provides, in pertinent part, “Haskforces should not be used to circumvent the committee process or supersede the authority of any committee, Attached hereto as Exhibit Fis a true and correct copy of the July 2007 SAG Committee | | | | Guidelines. Taskforce is by no means a simple change in form. By replacing the national negotiation | expressly provides for proportional participation by its members in each National and Local Committees 21074 100 3 DECLARATION OF ALAN ROSENBERG