2d Civil No. B214056 IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA SECOND APPELLATE DISTRICT DIVISION FOUR Alan Rosenberg, Anne-Marie Johnson, Kent McCord and Diane Ladd, Appellants and Plaintiffs vs. The Screen Actors Guild, Respondent and Defendant FROM THE SUPERIOR COURT FOR Los ANGELES COUNTY JAMES C. CHALFANT, JUDGE LASC Case No. BC406900 APPELLANTS' OPENING BRIEF BROWNE WOODS GEORGE LLP Eric M. George (State Bar No: 166403) Sonia Y. Lee (State Bar No. 191837) 2121 Avenue of the Stars, 24 Floor Los Angeles, California 90067 310) 274-7100 Attorneys for Plaintiffs/Appellants ALAN ROSENBERG, ANNE- [E JOHNSON, KENT MCCORD and DIANE LADD 226840_1,D00CERTIFICATE OF INTERESTED ENTITIES OR PERSONS (Cal, Rules of Court, rule 8.208) There are no interested entities or persons to list in this certificate. (Cal, Rules of Court, Rule 8.208(e)(3).) Dated: April @/, 2008 BROWNE WOODS GEORGE LLP \ By: AAU. Ene M, George Attorneys for Attorneys for Plaintiffs/Appellants ALAN ROSENBERG, ANNE-MARIE JOHNSON, KENT MCCORD and DIANE LANE 226840_1,D0¢‘TABLE OF CONTENTS Page INTRODUCTION 1 STATEMENT OF THE CASE 3 A. The History of SAG and Its Corporate Governance. 3 B. SAG's Negotiations With The AMPTP. C. The Unlawful Acts...... 1. The Faction's First Attempt to Circumvent a Board Meeting . 8 2. The Faction’s Second Attempt to Circumvent a Board Meeting 10 3. There was no debate or discussion of the issues...... 13, 4, Attempt to negotiate with AMPTP.......... 4 D, THE CHALLENGED ORDER E, SAG'S ATTEMPTS TO "FIX" THE "WRITTEN ASSENT" STATEMENT OF APPEALABILITY LEGAL DISCUSSION.. I, ISSUES PRESENTED. I. STANDARD OF REVIEW ON APPEAL, Il, APPELLANTS ARE LIKELY TO SUCCEED ON THE MERITS OF THEIR CLAIMS. oe A. By Its Express Language, Section 721 1(b) Is A Mandatory Provision Which May Not Be Changed Or Amended B. The Court Ered In Applying Section 7150 To the Disputed Bylaw Rather Than Section 7211(b).. 1. The specific provision of section 7211(b) governing "written assent" trumps the general provisions of section 7150... 26 2, There is nothing inconsistent between Section 7130 and Section 7211(b)..... 27