20SMCV00943 Assigned for all purposes to: Santa Monica Courthouse, Judicial Officer: H. Ford III Electronically FILED by Superior Court of California, County of Los Angeles on 07/20/2020 09:53 AM Sherri R. Carter, Executive Officer/Clerk of Court, by J. Bradley,Deputy Clerk 1 FOR PURPOSE LAW GROUP 2 3 4 5 6 7 Matthew B. Learned, Esq. (SBN: 255499) Mary T. Dowling, Esq. (SBN: 299773) May L. Harris, Esq. (SBN: 211210) 408 Nutmeg Street San Diego, CA 92103 Telephone: (619) 780-3839 Facsimile: (619) 780-42451 Email: mleamed@forpurposelaw.com Attorneys for Plaintiff, Michael Shamberg, individually, and in his derivative capacity as a member of the Academy of Motion Picture Arts and Sciences, on behalf of the Academy of Motion Picture Arts and Sciences, a California mutual benefit corporation 8 9 SUPERIOR COURT OF THE STATE OF CALIFORNIA 10 COUNTY OF LOS ANGELES 11 12 13 MICHAEL SHAMBERG, individually, and in his derivative capacity as a member of the Academy of Motion Picture Arts and Sciences, on behalf of the ACADEMY OF MOTION PICTURE ARTS AND SCIENCES, a California mutual benefit corporation Case No. COMPLAINT FOR 1. DECLARATORY RELIEF; AND 2. INJUNCTIVE RELIEF 14 Plaintiff, 15 v. 16 17 18 ACADEMY OF MOTION PICTURE ARTS AND SCIENCES; THE BOARD OF GOVERNORS of the ACADEMY OF MOTION PICTURE ARTS AND SCIENCES; and DOES 1 through 100 inclusive, 19 Defendants. 20 21 Plaintiff Michael Shamberg ("Plaintiff' or "Shamberg"), hereby brings this civil action in 22 his individual capacity against the Academy of Motion Picture Arts and Sciences, a California 23 mutual benefit corporation ("AMP AS" or the "Organization") and in his derivative capacity under 24 California Corporations Code section 7710 as a member in good standing of AMP AS on behalf of 25 the Academy of Motion Pictures Arts and Sciences, a California mutual benefit corporation, 26 against the AMPAS Board of Governors (referred to hereinafter as the "Board of Governors" or 27 the "Board"); and Does 1-100, inclusive, for Declaratory Relief and Injunctive Relief. 28 /// - 1- COMPLAINT FOR DECLARATORY RELIEF AND INJUNCTIVE RELIEF INTRODUCTION 1 1. 2 3 venue is appropriate because the parties are located within this Court's jurisdiction. 2. 4 5 This is a declaratory relief action within the jurisdictional limits of this Court and Plaintiff is and has been, at all relevant times mentioned herein, an individual residing in Los Angeles County, California, who is a current member of AMP AS. 3. 6 Defendant AMP AS is and has been, at all relevant times mentioned herein, a 7 California mutual benefit corporation, incorporated in the State of California, with California 8 Secretary of State corporate organization number CO123670. AMP AS' principal place of business 9 is located at 8949 Wilshire Boulevard, Beverly Hills, California 90211. 4. Defendant Board of Governors, is and has been, at all relevant times mentioned 11 herein, the controlling body and official board of AMP AS, subject to the jurisdiction of California 12 state courts as the Board of a California Corporation. 5. 13 Plaintiff does not know the true names, capacities, or bases of liability of 14 Defendants sued as Does 1 through 100 inclusive. Each fictitiously named defendant is in some 15 way liable to Plaintiff. Defendants are sued herein pursuant to California Code of Civil Procedure 16 section 474. Plaintiff will amend this Complaint to reflect the true names of said Defendants 17 when the same have been ascertained. FACTUALBACKGROUND 18 19 6. Plaintiff re-alleges the allegations of Paragraphs 1-5 above. 20 7. Plaintiff has been an active member of AMP AS since 1981. His contributions to 21 television and film span five decades and have been recognized by several Academy Award 22 nominations and the Zurich Film Festival Career Achievement Award. For the two years leading 23 up to the filing of this Complaint, Plaintiff had been working with the Organization in an effort to 24 update AMP AS' social media presence, including the ability for the Organization's members to 25 connect with one another, and be more responsive to member input. This includes a September 26 2019 discussion with AMP AS President, David Rubin ("Rubin"), regarding the Organization's 27 response to a growing audience that gets their entertainment primarily through streaming services. 28 /// -2- COMPLAINT FOR DECLARATORY RELIEF AND INJUNCTIVE RELIEF 1 8. On or about January 15, 2020, Plaintiff proposed amending the Organization's 2 Bylaws (the "Bylaws") to mandate "state of the art social media" and "an annual member survey" 3 (the "Amendments"). Article XI, Section 1 of the Bylaws outlines the following procedure for 4 amending the Bylaws: 5 6 7 8 9 10 11 12 13 14 15 Amendments to the bylaws may be proposed by any member of the Academy. Amendments may be adopted by either of two methods: (a) The first is by two-thirds vote of the full Board of Governors. Such vote may be taken only at a Board meeting which occurs at least ten ( 10) days following the notification of the Governors that a particular change has been proposed and will be considered at such meeting. Governors who cannot attend the meeting may submit their votes in writing. (b) The second method is by a vote of a majority of the active and life members of the Academy. Voting must be conducted by mail, and/or electronic voting, and the necessary majority based on the number of active and life members on the Academy roster on the day the counting of the ballots commences. A true and correct copy of the Organization's current Bylaws are attached hereto as Exhibit 1. 9. As a "member of the Academy," Plaintiff had an undeniable right to propose the 16 Amendments. 17 minimum, call for a vote on the Amendments. 18 included the voting requirements of subsections (a) and (b) in Article XI, Section 1 of the Bylaws, 19 if the Board could ultimately make the arbitrary decision to not even hold a vote on such 20 proposals. 21 10. The plain meaning of the Bylaws indicate that the Organization would, at a Otherwise, the Organization would not have On or about February 12, 2020, Plaintiff had a meeting with AMPAS CEO, Dawn 22 Hudson ("Hudson"), and Rubin to discuss the Amendments. Notice of the proposed Amendments 23 were provided to the entire Board of Governors through the Governor's portal. 24 11. On or about February 28, 2020, Plaintiff E-mailed Rubin and Hudson regarding his 25 request to attend the March 10, 2020 meeting of the Board of Governors (the "Board Meeting"), 26 in person, and argue in favor of the Amendments to the full Board. Prior to the meeting, Rubin 27 advised that the time to present Plaintiffs Amendments would be limited to ten minutes and that, 28 following his presentation, he would be asked to leave the meeting so the Board of Governors -3- COMPLAINTFOR DECLARATORYRELIEF AND INJUNCTIVERELIEF 1 2 could deliberate on his proposed Amendments to the Bylaws. 12. Plaintiff attended the Board Meeting to present his Amendments. A true and 3 correct copy of Plaintiffs presentation materials is attached hereto as Exhibit 2. Plaintiff had to 4 return to Los Angeles, from New Orleans, in order to attend the Board Meeting. 5 13. The following day, Plaintiff received a phone call from Rubin thanking him for his 6 feedback. Plaintiff exchanged E-mails with Rubin who advised that the Board declined to put his 7 proposed amendments to a vote. Plaintiff was subsequently advised by AMPAS' counsel, that the 8 Board was not even obligated to take a vote on Plaintiffs Amendments. 9 14. On or about May 28, 2020, Plaintiff, through counsel, submitted a demand for 1O member inspection requesting copies of the agenda and minutes from the Board Meeting in order 11 to evaluate the Board's compliance with the procedural requirements set forth under the 12 13 Organization's Bylaws. 15. On or about June 8, 2020, Plaintiff received AMP AS' response to the inspection 14 demand. Included in AMP AS' response was a copy of the agenda and minutes from the Board 15 Meeting. A true and correct copy of the agenda from the Board Meeting is attached hereto as 16 Exhibit 3. A true and correct copy of the minutes from the Board Meeting are attached hereto as 17 Exhibit 4. The relevant portions of the minutes are as follows: 18 16. 19 22 "Academy member Michael Shamberg (Producers Branch presented two proposed amendments to the bylaws (attached) and answered questions from several governors. The meeting was opened to any motions regarding the proposal and none were made... The Board recommended that the Membership and Governance Committee review the process by which members may propose bylaws changes, to clarify the process." 23 17. 20 21 On or about June 25, 2020, Plaintiff, through counsel, sent AMPAS a Demand for 24 Corrective Action (the "Pre-Filing Demand"). Through the Pre-Filing Demand, Plaintiff outlined 25 his grievances against the Organization and Board, outlined the claims he intended to pursue 26 against the Organization and Board, and made a final attempt to have the Board do nothing more 27 than simply hold a vote on his Amendments. A true and correct copy of the Pre-Filing Demand is 28 attached hereto as Exhibit 5. AMPAS' response to the Pre-Filing Demand ignored Plaintiffs -4- COMPLAINTFOR DECLARATORYRELIEFAND INJUNCTIVERELIEF 1 concerns and indicated that the Organization had no intent of taking any corrective action. 18. 2 3 Plaintiff is now, and at all times relevant to this action was a member in good standing of the Organization. 19. 4 Plaintiff brings this action to obtain an order of this Court instructing and enforcing 5 Defendants' compliance with the Organization's Bylaws. More specifically, Plaintiff requests 6 declaratory and injunctive relief compelling the Organization to vote on Plaintiffs Amendments. 7 Given the history between Plaintiff and the Board in regards to this dispute, and the Board's bias 8 toward Plaintiff, the Court should implement the second method of voting, as outlined in 9 Paragraph 8 above, by compelling all AMPAS members (not just the Board) to vote on Plaintiffs 1O Amendments. 11 FIRST CAUSE OF ACTION 12 (Declaratory Relief against all Defendants) 13 20. Plaintiff re-alleges the allegations of Paragraphs 1-19 above 14 21. Under California Code of Civil Procedure section 1060, any person interested 15 under a written instrument, or under a contract, or who desires a declaration of his or her rights or 16 duties with respect to another, or in respect to, in, over or upon property, may, in cases of actual 17 controversy relating to the legal rights and duties of the respective parties, bring an original action 18 in the superior court for a declaration of his or her rights and duties, including a determination of 19 any question of construction or validity arising under the instrument or contract. He or she may 20 ask for a declaration of rights or duties, either alone or with other relief; and the court may make a 21 binding declaration of these rights or duties, whether or not further relief is or could be claimed at 22 the time. The declaration may be either affirmative or negative in form and effect, and the 23 declaration shall have the force of a final judgment. The declaration may be had before there has 24 been any breach of the obligation in respect to which said declaration is sought. 22. 25 An actual controversy has arisen and now exists between Plaintiff and Defendants. 26 As described above, Plaintiff alleges that Defendants have failed to follow the Bylaws and have 27 improperly neglected to hold a vote on his Amendments. 28 III -s COMPLAINT FOR DECLARATORY RELIEF AND INJUNCTIVE RELIEF 23. A judicial determination of these issues is necessary and appropriate at this time 2 under the circumstances in order to confirm Plaintiff's and Defendants' respective right s and 3 obligations under the Bylaws. 4 SECOND CAUSE OF ACTION 5 (Injunctive Relief against All Defendants) 6 24. Plaintiff re-alleges the allegations of Paragraphs 1-23 above. 7 25. Despite clearing all the procedural hurdle s necessary to put Plaintiffs 8 Amendments before the Board, the Board failed to show Plaintiff the simple courtesy of at least 9 10 voting on his proposals in violation of the Bylaws. 26. By denying Plaintiff a right to vote on the Amendments as mandated in the 11 Bylaws , Defendant s have harmed the Plaintiff's ability as an Academy member to contribute to 12 improving AMP AS in the spirit of the Organization 's Articles oflncorporation 13 14 27. Acco rdingl y, Plaintiff has no adequate remedy at law and is entit led to injunctive relief in the form of a judgment compelling the Organization to vote on Plaintiff's Amendments. 15 WHEREFORE, Plaintiff prays for judgment as follows: 16 1. 17 18 19 20 21 22 For an Order instructing the Board of Governors to take a vote on the propo sed Amendments. 2. ,., .) . 4. For costs of suit herein. For reasonable attorneys' fees . For any other further relief as the court may deem proper. Dated: July 20, 2020 Respectfull FORPU · 23 24 25 26 tt .L ed, sq. Attorney for Plainti , Michael Shamber individually, and in his derivative capacity as a member of the Academy of Motion Picture Arts and Sciences, on behalf of the Academy of Motion Picture Arts and Sciences, a California mutual benefit corporation 27 28 - 6- COMPLAINT FOR DECLARATORY RELIEF AND INJUNCTIVE RELIEF EXHIBIT 1 BYLAWS of the Academy of Motion Picture Arts and Sciences Revised June 23, 2015 ARTICLE I Name The name of this corporation shall be “Academy of Motion Picture Arts and Sciences.” ARTICLE II Mission Statement The mission of the Academy is to recognize and uphold excellence in the motion picture arts and sciences, inspire imagination, and connect the world through the medium of motion pictures. It does this by preserving the past, honoring the present, and shaping the future of motion pictures, consistent with the purposes set forth in its Articles of Incorporation. ARTICLE III Membership and Organization Section 1. Membership shall be by invitation of the Board of Governors. Invitations to active membership shall be limited to those persons active in the motion picture arts and sciences, or credited with screen achievements, or who have otherwise achieved distinction in the motion picture arts and sciences and who, in the opinion of the Board, are qualified for membership. Section 2. There shall be four types of membership in the Academy as follows: (a) Active — regular, fully participating branch members and Members-at-Large in good standing, other than retired, Associate and life members. Such membership shall be conferred by a majority vote of the Board of Governors. (b) Retired — members who have reduced their participation in motion pictures and have elected to withdraw from active membership. Retired members do not vote and do not pay dues. (c) Associate — special members who are not covered in paragraphs (a) and (b) above. Such memberships shall be conferred by a majority vote of the Board of Governors, and will not include voting privileges. (d) Life — memberships without dues but with full privileges. Such memberships shall include all past Presidents of the Academy and others so designated by unanimous vote of the Board of Governors. Section 3. Except as hereinafter provided, all active and life members shall have equal rights and privileges. Members of all types shall comply with and be bound by these bylaws. 00108.00734/6805210.1 1 Section 4. (a) Membership shall include the following branches: Actors Casting Directors Cinematographers Costume Designers Directors Documentary Designers Executives Film Editors Makeup Artists and Hairstylists Music Producers Public Relations Short Films and Feature Animation Sound Visual Effects Writers (b) Each branch shall have an Executive Committee with responsibility for membership and other matters concerning the branch. (c) Members-at-Large are members not included in the foregoing branches, and with the exception of retired Members-at-Large, shall be entitled to all privileges of active membership except direct representation on the Board of Governors. The Secretary, as chair of the General Membership Subcommittee, shall act as liaison between the Members-at-Large and the Board of Governors. (d) As provided in Article IX below, the Secretary shall chair and appoint the General Membership Subcommittee. The General Membership Subcommittee shall consist of the Membership and Administration Committee plus whatever Governors need to be appointed so that each branch will be represented, as well as such representatives from other areas of membership as the Secretary shall designate. The General Membership Subcommittee shall be charged with: monitoring the overall growth and configuration of the Academy’s membership; annually considering new candidates proposed to the branches as well as persons proposed for At-Large and Associate membership; hearing requests for member transfers; and making recommendations on these matters to the Board of Governors. Section 5. (a) Candidates for membership may be brought to the appropriate Executive Committee for consideration by any of three procedures: i. Two members of the branch of which the candidate hopes to become a member may formally endorse and propose him or her. ii. All non-members of the Academy who receive Academy Award nominations will be considered for membership by the appropriate Executive Committee at the next meeting following such nomination. iii. An Executive Committee may itself propose candidates for membership in its branch, in accordance with its established procedures. (b) All proposed members of a branch must first receive the endorsement of the Executive Committee of that branch. The membership proposals will then be forwarded to the General Membership Subcommittee for review and 00108.00734/6805210.1 2 recommendations, and submitted to the Board of Governors for approval or disapproval. Proposed Members-at-Large and Associates shall first receive the endorsement of the General Membership Subcommittee and then be presented to the Board for approval or disapproval. (c) The names of proposed members shall be submitted to the Board of Governors for approval or disapproval once a year during the months between the annual Academy Awards presentation and the end of the fiscal year. Section 6. The classification of the type of membership and of the branch membership, if any, to which a new member shall be assigned shall be determined by the Board of Governors. Classification of membership shall be subject to continuous review by the Board of Governors, which shall make transfers of members from one classification to another as it deems advisable, acting either on the recommendation of the Executive Committee of a branch, or upon its own motion. Active membership, whether in a branch or at-large, shall be limited to those members who, in the judgment of the Board of Governors (taking into account input from the branch that has proposed the member), continue to be active in the field of theatrical motion pictures, are highly qualified to vote on the Academy’s several awards, have continued to be credited with outstanding screen achievements, or otherwise have achieved such unique distinction, earned such special merit or made such a substantial contribution to the motion picture arts and sciences, as to warrant continued active membership. Nothing herein contained shall be deemed to limit the ability of the Board of Governors to re-transfer any member so transferred when, in its best judgment, circumstances warrant any re-transfer. ARTICLE IV Board of Governors Section 1. (a) The corporate oversight, control and strategic direction of the business and property of the Academy and the general policies of the Academy shall be vested in, and controlled by, a Board of fifty-one (51) Governors elected as hereinafter provided. Said Board shall consist of three (3) members from each branch listed in Article III, Section 4. (b) The term of office of each Governor shall be for three (3) years and until his or her successor is elected and qualified. No more than one (1) Governor shall be elected from each branch each year, except that vacancies shall be filled as hereinafter provided. (c) All active and life branch members shall be qualified for nomination for the office of Governor. (d) No member shall be eligible to serve as a Governor for more than nine (9) years in consecutive succession. Section 2. Meetings of the Board of Governors may be called at any time by the President or upon written request of seven Governors. Such meetings of the Board shall be held upon four days’ notice by first-class mail, or 48 hours’ notice delivered personally, by telephone or by email. Twenty-six (26) Governors present in person, by videoconference or by teleconference, 00108.00734/6805210.1 3 shall constitute a quorum. In the absence of a quorum, if at least eighteen (18) Governors are present, business may still be conducted, but any motions proposed shall require fourteen (14) votes for adoption. No votes shall be cast by proxy at meetings of the Board, except for changes or amendments to the bylaws as provided for in Article XI. Section 3. The powers and duties of the Board of Governors shall be: (a) Generally to do and perform every act and thing whatsoever not inconsistent with the laws of the State of California or with these bylaws that may be necessary or desirable to effectuate the purposes and program of the Academy. (b) As the Academy is non-political, it shall take no part in public issues regarding economic, political or religious questions, and neither the Board of Governors nor any group nor any individual representing the Academy shall undertake to represent the political or religious views of the Academy membership or, as representing the Academy, take any position which might either actually or apparently affect the contractual rights, salaries, economic interests or position of the members in any labor dispute. To safeguard this basic policy, the objection by any two members of the Board shall be sufficient to table any proposed action which might violate this clause, and objection by any two members of a committee may similarly table proposed action by such committee. (c) The Board shall have the powers and duties ordinarily required for the governance of a non-profit corporation, including the following: to maintain an office and quarters for the use of the Academy; to fix and change the admission fee, dues and other fees of members of the Academy; to disburse moneys from the revenues and funds of the Academy, and to borrow money and incur indebtedness for the purposes of the Academy; to retain such professionals and obtain such services and materials as the Board may deem necessary to fulfill its duties, including retaining a General Counsel, who shall report to both the Board and the Chief Executive Officer; to exercise oversight of Academy affairs through its Board committees; to employ, compensate, discharge, supervise and direct the Chief Executive Officer on such terms and in such manner as it may deem proper; to receive regular reports on the business of the Academy from the Chief Executive Officer, at such times and with such regularity as the Board may deem proper; to review annually, or at such time the Board deems proper, the performance of the Chief Executive Officer by the seven elected Officers, and report back to the full Board regarding such reviews; to institute and maintain on behalf of the Academy all necessary actions, suits and proceedings which at its discretion may be necessary or proper to carry out the will or objects of the Academy; to defend any actions, suits or proceedings instituted against the Academy; to invite members to the Academy and to suspend and expel members for cause; to do all other acts necessary or expedient for the administration of the affairs and attainment of the mission and purposes of the Academy. Section 4. In accepting membership on the Board, each member shall accept responsibility for maintaining the confidentiality of Board matters and acting in an appropriate manner to prevent 00108.00734/6805210.1 4 the unauthorized disclosure of information. In the event of a violation of this obligation, the Board shall have the right to impose such sanctions as it deems appropriate. ARTICLE V Election of Board Section 1. Candidates for the Board of Governors shall be nominated by the branches. The election shall be by vote of the active and life members. Section 2. All voting in Academy elections shall be by secret ballot. Section 3. (a) Nominations in each branch shall be made by majority vote of those present at a Branch Nominating Committee meeting at which a quorum of at least seven (7) is present, and which meeting shall be called by the President of the Academy. Each Branch Nominating Committee shall consist of eighteen (18) members of such branch, and shall be comprised of: i. the three (3) current governors representing the branch; ii. six (6) members of the branch appointed by the three (3) current governors, and iii. nine (9) additional members of such branch who have received the highest number of votes in a canvass of the branch conducted for that purpose. The Chief Executive Officer of the Academy will canvass each branch by mailing or emailing to each active or life member of each branch, at any time on or before May 15 of each year, a ballot and a list of all eligible members with instructions to vote for five (5) members who are not current governors and to return such ballot to the Academy’s accounting firm within 10 days from the date of such mailing. Only ballots received within said 10-day period shall be counted, unless the 10th day be a Sunday or holiday, in which event ballots received the following day may be counted, and all such ballots shall be opened only by and counted by the Academy’s accounting firm. (b) There may be fewer than eighteen (18) members on a Nominating Committee but not fewer than seven (7). If fewer than seven (7) accept such appointment, or agree to attend such meeting, the members who had received the next higher number of votes, successively, shall be called upon to serve upon said Nominating Committee, until a quorum of seven (7) or more can be assembled for such meeting. Section 4. (a) Before June 15 of each year, each Branch Nominating Committee shall nominate for the office of Governor four (4) active or life members from that branch. (b) Any active or life member of the Academy may also be nominated from his or her branch if twenty-five percent (25%) of the members of such branch submit a written nominating petition to the Chief Executive Officer designating such 00108.00734/6805210.1 5 member as a nominee within ten (10) business days after the nominations by the Branch Nominating Committees have been made. Section 5. On or before June 30, the Chief Executive Officer shall make ballots available to the active and life members of the branches. Members of each branch shall vote only on their own nominees. Section 6. The election shall close at 5:00 p.m. on the 10th of July, or, if that be a Sunday or holiday, then upon the next succeeding business day. Section 7. If for any reason an election is not held upon the dates hereinabove designated, a belated election shall be held as soon thereafter as the Board may direct. Section 8. The ballots shall be viewed only by, and counted by, the Academy’s accounting firm. The candidates elected by the branches shall take office at the first regularly scheduled Board meeting of the new term, except that if any candidate has become ineligible or disqualified or shall refuse election, the candidate receiving the next higher vote shall be elected, and so on successively. Section 9. The fiscal year of the Academy shall commence on the first day of July. Section 10. Should any vacancy occur in the Board of Governors because of the death, resignation or disqualification of a member before the end of that member’s term, that vacancy will be filled until the next regular election by the second-place finisher for that position in the immediately preceding election for that position, or, if he or she is unable or unwilling to serve, by the next successive finisher for that position who is willing and able to serve. In the case of a premature vacancy in a branch that requires specific Board seats to be filled by a representative of a specific Branch subcategory, the position will be filled until the next regular election by the candidate from that subcategory who received the next most votes in the last election for that subcategory, and who is willing and able to serve. In the event that at the next regular election one or two years remain in the term of a member whose seat was vacated, the seat shall be filled for the remainder of the term by the second-place finisher in the immediately preceding regular election for that position or, in the case of a Branch requiring that seat be filled by a member of a particular subcategory, by a special election for a representative of that subcategory conducted in conjunction with the regular election of a representative of that Branch. Section 11. If any member shall have been absent from three (3) consecutive meetings of the Board, his or her office may be declared vacant by order of the Board, subject to criteria and procedures to be established by the Board. ARTICLE VI Officers Section 1. The Academy shall have a President, a First Vice President, three additional Vice Presidents, a Treasurer, a Secretary, a Chief Executive Officer and a Chief Financial Officer, all of whom must be active or life members of the Academy, except the Chief Executive Officer and Chief Financial Officer, who need not be members. 00108.00734/6805210.1 6 Section 2. The powers and duties of the President shall be to: (a) Uphold the Academy’s mission, purposes, values and strategic framework. (b) Perform public duties as official head of the Academy. (c) Call and preside over Board of Governors meetings. (d) Call and preside over officers’ meetings. (e) Act as an ex officio (non-voting) member of all committees and subcommittees. (f) Appoint the chairs of each branch’s Executive Committee, and appoint chairs of any Board committees not otherwise chaired by a specific officer as provided in these bylaws. (g) With input from the Awards and Events Committee chair and -the Chief Executive Officer, hire the producers of the annual Academy Awards presentation and Governors Awards. (h) Along with the Treasurer and Chief Executive Officer, convene a working group to oversee the negotiation of broadcast contracts for the annual Academy Awards presentation. (i) Appoint the chair of the Audit Committee. (j) Execute the will of the Board of Governors, and fulfill all obligations of the President set forth in these bylaws. Section 3. In the absence or the disability of the President, the First Vice President shall take his or her place and perform his or her duties, succeeded by the next three Vice Presidents in order of their election, the Secretary, and then the Treasurer. Section 4. The powers and duties of the Secretary shall be to chair the Membership and Administration Committee; chair its General Membership Subcommittee; be liaison to the Board for the Members-at-Large; and cause minutes of Board meetings to be taken and maintained. Section 5. The Treasurer shall chair the Finance Committee. Section 6. The four Vice Presidents shall each be elected to chair a specific Board committee. The First Vice President shall be elected to serve as chair of the Awards and Events Committee. Section 7. The Chief Executive Officer shall be chosen by the Board of Governors. He or she need not be a member of the Academy prior to appointment, but if not, shall automatically become an active Member-at-Large. The duties of the Chief Executive Officer shall be to: (a) Uphold the Academy’s mission, purpose, values and strategic framework, and to ensure the financial health of the Academy. 00108.00734/6805210.1 7 (b) Manage the day-to-day business of the Academy, including hiring, firing and supervision of its staff. (c) Supervise the Chief Financial Officer. (d) Ensure the execution of the strategy set by the Board of Governors. (e) Be accountable to the Board of Governors. (f) Provide regular reports of the Academy’s business and affairs to the President, Officers and Board of Governors. (g) Be an ex officio (non-voting) member of all Board committees and subcommittees, and may attend all meetings except in the case of an Executive Session. Section 8. The duties of the Chief Financial Officer shall be to: collect, keep and disburse Academy funds; maintain the books and accounts of the Academy which should be periodically audited; prepare an annual budget; and present such budget to the Board of Governors for approval. Section 9. The seven elected Officers may take action on behalf of the Board of Governors in case of an emergency affecting the vital interests of the Academy, when convening a full meeting of the Board in time is not possible, so long as that action is not inconsistent with any law of the State of California, the Academy’s Articles of Incorporation, these bylaws or any Board resolution. Section 10. All Officers except the Chief Executive Officer and Chief Financial Officer shall be elected from the Board of Governors, and vacancies among the Officers shall be filled by the Board of Governors. Section 11. No Governor shall be eligible to serve the same office for more than four (4) oneyear terms in consecutive succession. Any Board member who serves four (4) consecutive years in any of the four Vice President positions will not be eligible to serve again in any Vice President position until at least one year has elapsed. ARTICLE VII Election of Officers Within sixty (60) days after its election, the newly-elected Board of Governors shall elect by secret ballot a President, the First Vice President, three additional Vice Presidents, a Treasurer and a Secretary of the Academy, from nominations made at such meeting. No election can be held unless a quorum of twenty-six (26) is present in person, by videoconference or by teleconference. 00108.00734/6805210.1 8 ARTICLE VIII Awards of Merit Section 1. The Academy shall annually recognize outstanding achievement in the arts and sciences of theatrical motion pictures by bestowing Awards of Merit according to rules formulated by the Awards and Events Committee, and approved by the Board of Governors. Section 2. Achievements for which annual awards are to be conferred shall include: Acting Animated Feature Film Best Picture Cinematography Costume Design Directing Documentary Films Film Editing Foreign Language Film Makeup and Hairstyling Music Production Design Short Films Sound Visual Effects Writing Section 3. The Board of Governors shall have authority: (a) to vote Governors Awards, such as the Irving G. Thalberg Memorial Award, the Jean Hersholt Humanitarian Award and the Honorary Award, and (b) to vote Special Awards. Section 4. The established gold statuette trophy of the Academy shall be conferred for all achievements listed in Section 2 above, and to the set decorator on the picture which wins the Production Design award. Trophies for Governors and Special Awards may be in any form and shall be decided upon by the Board of Governors. Section 5. Every precaution shall be taken to prevent solicitation of votes or pressure of any kind in the awards voting, and the Board of Governors shall have the authority upon secret ballot to reject and remove from consideration any picture which, in its opinion, does not conform to the bylaws and/or Awards rules. Section 6. Every award shall be conditioned upon the delivery to the Academy of one print or copy of every film nominated for final balloting for all Academy Awards. Such print or copy shall be in a format and of a quality equivalent to the film’s theatrical release; if a film exists in more than one format, then the version deposited shall be the film print. Such print or copy shall become the property of the Academy, with the proviso, however, that the Academy shall not use such print or copy for commercial gain. Such print or copy shall be deposited with the Academy and, subject to matters not within its control, shall be screened by the Academy for the membership in advance of distribution of final ballots. Section 7. (a) Every award shall be conditioned upon the execution and delivery to the Academy by the recipient thereof of a receipt and agreement reading as follows: 00108.00734/6805210.1 9 I hereby acknowledge receipt of Academy Regulations for use of the Academy Award statuette and the phrase “Academy Award(s)” in advertising. In consideration of the signing of a similar agreement by other Academy Award nominees, I agree to comply with said regulations. I understand that on (date) I may receive from you a replica of your copyrighted statuette, commonly known as the “Oscar®,” as an award for (category) - (film title). I acknowledge that my receipt of said replica does not entitle me to any right whatever in your copyright, trade-mark and service-mark of said statuette and that only the physical replica itself shall belong to me. In consideration of your delivering said replica to me, I agree to comply with your rules and regulations respecting its use and not to sell or otherwise dispose of it or any other “Oscar” replica I have been awarded or have received, nor permit it or any other “Oscar” replica I have been awarded or have received to be sold or disposed of by operation of law, without first offering to sell it to you for the sum of $1.00. You shall have thirty days after any such offer is made to you within which to accept it. This agreement shall be binding not only on me, but also on my heirs, legatees, executors, administrators, estate, successors and assigns. My legatees and heirs shall have the right to acquire any “Oscar” statuette replica I have received, if it becomes part of my estate, subject to this agreement. I agree that if I have heretofore received any Academy trophy I shall be bound by this receipt and agreement with the same force and effect as though I had executed and delivered the same in consideration of receiving such trophy. (Signature of Recipient) (b) Notwithstanding the foregoing, these bylaws are binding on each member of the Academy with respect to Academy Awards statuettes in their possession, and as a condition of membership each member is bound by the foregoing agreement without regard to the execution and delivery of a written agreement provided above. ARTICLE IX Meetings, Committees and Publications Section 1. The Academy shall from time to time establish and conduct meetings, lectures and courses, and publish such books, bulletins, pamphlets and reports, in online, digital or print format, as may be desirable to promote the interchange of information and development of knowledge among the members of the industry, to assist in the cultural and professional education of students and to further public appreciation of the best in motion pictures. Section 2. The President shall appoint the chair of all branch Executive Committees and other Academy committees except those chaired by Officers as provided in these bylaws and in the Policies and Procedures adopted by the Board. All appointments to committees shall be for one (1) year only. Members may be reappointed, but no members shall serve on the same committee for more than nine (9) consecutive years, except that a sitting Governor may continue on as a 00108.00734/6805210.1 10 committee member until the expiration of his or her term as Governor. However, no committee will be reduced by more than twenty percent (20%) because of this requirement. Section 3. The usual parliamentary rules of order, as contained in “Robert’s Rules of Order, Revised,” shall govern all meetings, provided, however, that any such rule may be suspended by majority vote of the members present or by the Board of Governors. No votes shall be cast by proxy at committee meetings. ARTICLE X Expulsion, Arrears, Resignation, Reinstatement Section 1. Any member failing to pay dues by the time of Awards balloting shall not be eligible to vote in any phase of voting for Academy Awards until such time as his or her dues are paid in full. Any member failing to pay dues within twelve (12) months from the date of billing may be dropped from membership by order of the Board of Governors. No reinstatement of such member shall be made until payment in full of said twelve months’ arrears. Section 2. A member may resign from the Academy at any time by giving written notice to the Chief Executive Officer. Section 3. Any member of the Academy may be suspended or expelled for cause by the Board of Governors. Expulsion or suspension as herein provided for shall require the affirmative vote of not less than two-thirds of all the Governors. No Governor, nor the Academy, nor any member thereof, shall be liable to any member or former member by reason of any action taken hereunder. The procedure for hearing or investigation shall be as determined by the Board of Governors. Section 4. A member who has resigned, been dropped for non-payment of dues or expelled may be reinstated only by vote of the appropriate Executive Committee and the Board of Governors, and on payment of dues for the year in which reinstatement is voted. ARTICLE XI Amendments to Bylaws Section 1. Amendments to the bylaws may be proposed by any member of the Academy. Amendments may be adopted by either of two methods. (a) The first is by two-thirds vote of the full Board of Governors. Such vote may be taken only at a Board meeting which occurs at least ten (10) days following the notification of the Governors that a particular change has been proposed and will be considered at such meeting. Governors who cannot attend the meeting may submit their votes in writing. (b) The second method is by vote of a majority of the active and life members of the Academy. Voting must be conducted by mail, and/or electronic voting, and the necessary majority based on the number of active and life members on the Academy roster on the day the counting of ballots commences. 00108.00734/6805210.1 11 Section 2. The first method above will be used unless the Academy Board determines that a given issue makes the second method more appropriate. ARTICLE XII Seal The Academy shall have a common seal consisting of the words, “Academy of Motion Picture Arts and Sciences, Incorporated May 4, 1927, California.” 00108.00734/6805210.1 12 EXHIBIT 2 THE RELEVANCE PROJECT The Academy is in crisis! The debate and design of the future of film is passionate and insistent in the industry and the media, but not by all appearances of concern to the Academy of Motion Picture Arts and Sciences. For your consideration here is a proposal to make the issue a priority for AMPAS and its members. I love making movies and I am proud to be an Academy member. When I joined AMPAS 39 years ago it was the pinnacle of film for me and my colleagues and the world. Sadly, AMPAS is no longer the center of cinema. If any other brand lost 20% of its consumers in one year (the Oscars) and was also being disrupted by a new technology (streaming) it would be publicly compelled to innovate, change, and not conduct business as usual. The$65 ....... SHAPING THE FUTURE OF FILM is literally mandated in the AMPAS Bylaws: ARTICLE II Mission Statement THE MISSION OF THE ACADEMY IS to recognize and uphold excellence in the motion picture arts and sciences, inspire imagination, and connect the world through the medium of motion pictures. It does this by preserving the past, honoring the present, and SHAPING THE FUTURE OF MOTION PICTURES, consistent with the purposes set forth in its Articles of Incorporation. THE ACADEMY HAS LOST SIGHT OF ITS MISSION as evidenced by this sampling of Oscars reviews which all challenge our relevance. Eminem, Billie Eilish can't make Oscars 2020 ceremony relevant – Los Angeles Times • HOW TO MAKE T OSCARS RELEVANT AGAIN – The New Yorker • Every year it seems more inevitable that awards shows will be irrelevant at best and offensive at worst – Time • Yet, the reality is the comics (on the show) had little new to say for 2020, a year that was screaming out for relevance and opportunity – Deadline • It's pretty clear that the Oscars are quickly becoming irrelevant – Esquire 1 2/28/20 The problem is that the Academy has no emotional relationship with the members and the public. The best storytellers in the world are in the Academy but the Academy doesn’t tell its own story very well. That requires the grammar of social media. Celebrities speak to their public on Twitter. The President talks directly and daily to his 70.4 million Twitter followers. Every U.S. Governor and Congressperson has a Twitter account. But no one speaks for the Academy, even though our most followed members have a combined reach of 1.2 Billion followers. Academy Members 1. Dwayne Johnson 2. 3. Cleyonce - 133.Sm Jennifer Lopez 100.9m 4. Kevin II art - 79. 7rn Emma Watson 51.9m S. 6. 7. 8. 'l 10. 11 12. H. 14 16 1 l. 18 19. 20 21. 22 23. 24. 25. 157.3m Will Smith· 37.3rn lady Ciaga - .~/.lm Tom Holland· 31.Sm Cial Gadot - 31.lm Chris Pratt - 26.7m mil1a ClarkP )4.'lm Reese Witherspoon - 19.2m Lily Collins - 17.4m Channing Tatum - 17 2m Margot Robb1P - 1G.7m 57. Dakota Fanning Arny Schumer - 9.3rn Jada Pinkett Smith 8.9m 58 59. Anupam Kher - 2.7m Ol1v1aMunn 2.4m Lupita Nyong'o - 8. lrn Jami e Foxx 7.6m 60. 61. Daniel Radcliffe - 2.4rn Amand la Stenberg 2.4m Chadwick Closernan - 7.3rn Tom Cruise 6.74m 62 63. Lily James - 2.3rn Ava Duvernay 2.26m Clrie Larson - 6.6rn CiwynPth Paltrow - b.4m 64. Regina Hall - 2.2m Anna cam - Jm Mary J. Cllige • 6 Olm ~ l11abPth Olspn - (,m Common - 5.42rn 66. Zoey Deutch • 1.9m LPt1t1aWright - 1.8m Rashida Jones 1.7m Kegina King - 1.bm H 38. 3') 40. 41 42 43. 44 9.4m (,/, 68 lorn Hardy ',.3m Nicole Kidman 5 2m Tprry (rPW'i 70 71. 'Jm Idri s Elba 4 5m Amanda Seyfried - 4.4m Charl,ze Theron 4 4m Marlon Wayans - 4.4m 74 Gemma Chan - 1.2m Arm1P HammPr - 1.2m 76 77. 78 Leslie Jones - 1.2m Elisabeth Moss - 1.1 m Martin Scorsese lm n. John Legend 50 S1. Shailene Woodley 52 S3. 54 SS. Donald Glover 3.7m Timothee Chalamet - 3.6m Questlove 3 .49m Elle Fanning - 3.lm 56 Kumail NanJ1an1 2.9m 13m 27. 28. Eugenio Derbez llm Eva Mend es 1.6m Jordan Peele 1.bm Bet ty White - l.4rn StPrling Brown - 1.2m 72 46 47. 48 49. 2.8m Titfany Hadd1sh - Sm ZoP Kravitz 4.9m Chloe Grace Moretz - 16m Ice Cube - 1 '.Jm JK Rowling 147m GabriellP Union - 14m W1ll.1.am - 12.8m Sarah Silverman 12 .6m Hailee Steinfeld - 12.2m Mindy Kallng 11.9m Michael B. Jordan - 11.Sm 26 Kendrick Lamar 30. 36. ~ Followers 29. 31. 32. 33. 34. 35. Priyanka Chopra - 44.4rn Chm Hemsworth 38.3m w/ 1 Million+ 4.4m Jaime Camil - 4.13m These members, who are among the most beloved celebrities on the planet, never post for the Academy. There is not one personality who represents what AMPAS stands for. CEO Academy Officers lnstagram: 256 followers/ Twitter: 5.lK followers FIRSTVICE PRESIDENT Twitter: SK followers VICE PRESIDENT lnstagram: 3.6K followers/ Twitter: 12.7K followers No SocialMedia Presence: VICE PRESIDENT • PRESIDENT • TREASURER • SECRETARY Twitter: 2.lK followers VICE PRESIDENT lnstagram: 20 followers/ Twitter: 11 followers 2 2/28/20 83% of the Academy Members with 1 Million+ Followers are 40 & under 6% of the Academy Board of Governors are 40 & under 80's (2%J 60's + 70's + 90's (3.9%) 20's (1S%J SO'S (31 %) 30's (30%J 40's (3B%J 60's <43"'> With the perceived irrelevance of AMPAS comes further irrelevance of the non-streamed Oscars, which leads to diminished income, which portends a dire future for the Academy. The Academy’s disconnect from both members and the audience also violates the spirit of the 1947 Amendment of Articles of Incorporation which state that the Academy was formed to: • • “Provide a forum and common meeting ground for the various branches and crafts…” “Represent to the public the actual viewpoint of the creators of motion pictures…” THE RELEVANCE PROJECT IS A PLAN FOR A YEAR ROUND OUTREACH so we stand for more than the Oscars and at the same time restore them to the level of excitement 🤩 🎬 with which we all grew up. This too is mandated in the AMPAS Bylaws: ARTICLE IX Meetings, Committees and Publications Section 1. THE ACADEMY SHALL from time to time establish and CONDUCT MEETINGS, LECTURES and courses, and publish such books, bulletins, pamphlets AND REPORTS, IN ONLINE, digital or print format, as may be desirable to promote the interchange of information and the development of knowledge among the members of the industry, to assist in the cultural and professional education of students and TO FURTHER PUBLIC APPRECIATION OF THE BEST IN MOTION PICTURES. THE RELEVANCE PROJECT I am invoking my right as a member under the Academy Bylaws of January 26th, 2019 to propose two amendments to harness membership input in solving the crisis of relevance: 1. PROPOSED AMENDMENT TO ARTICLE IX: The Academy will use the most up-to-date tools of social media outreach year-round for two-way interaction with its members and the public including an annual member survey, content streaming, and the use of data analysis for continued improvement of the Academy’s Mission. 2. PROSPOSED AMENDMENT TO ARTICLE XI: Amendments to the Bylaws may be proposed by any member of the Academy in person to the Board of Governors. 3 2/28/20 Why Am I Doing This Now? ~ 11D D At one point in history, movies were the most powerful communications medium in the world. Social media now is. It needs to have status at the Academy equal to the Oscars and the Museum, and other programs. I’m 75 years old so I can’t be accused of ageism J. Like everyone I watch my children, my grandchildren, and the Millennials with whom I work be influenced by Instagram, get their news from Twitter, form communities on Facebook, text with friends on Snapchat, learn from tutorials on YouTube, create and consume entertainment on TikTok, and listen to new music on Spotify. This is the demographic that the Academy needs in order to survive and grow in the future. People growing up today have never known a world without streaming and social media since the first iPhone debuted 13 years ago. By not speaking in their voice, it’s no wonder that in the 18-49 demo the Oscars ratings this year were down 30%! This revolutionary change in communication is like going from silent films to talkies. The Academy is stuck in a bland style of impersonal institutional communication which is so last century. Despite the media and rankand-file members talking about the relevance of AMPAS, there has been no outreach to harness us members to ask for help. AMPAS is like a hospital that doesn’t consult its own doctors for medical advice. That’s called “crowdsourcing” on social media. In 2018 Albert Berger did a terrific job of chairing the Future of Film Committee of which I was a member. That year the ratings had already hit an all-time low before this year’s ratings were even worse. Committee members had seen and loved Roma and touted it as the first major Oscar contender by a streamer. So, the issues were known. The Future of Film had at least seven meetings over the summer of 2018 that I attended where a cumulative 60 participants talked about what to do. The committee did an excellent job of gathering information. I thought the Future of Film would kickstart much needed change. But two years have gone by and nothing has happened 😢 Even though the senior management of the Academy attended these meetings, the Future of Film was never tasked with reporting to the Board and the members. Not only was there never a report, but Academy members never even heard about the meetings with visionary speakers like Bob Iger, Ted Sarandos, Scott Stuber, Chris Nolan, Emma Thomas, John Fithian, Ben Fritz, Tim League, and USC Stark Program students. This made it clear to me that there is institutional inertia working against outside ideas. That’s why structural change is needed in the way the Academy communicates. Social media = transparency. 4 2/28/20 😊 % ☹' MEMBER SURVEY I suggested a member survey two years ago in the Future of Film meetings. Apparently only now is this in the works. The Academy is lagging behind in data driven decision making and a two-way dialogue with its consumers. Not once have we members been asked for ideas for better public outreach, the Oscars, or diversity. Even if only 5% of the membership replies with a viable idea that’s still 450 useful ways to improve AMPAS. It has to be in the Bylaws as an annual event on a specific date post-Oscars and pre-budgeting in April. 5 2/28/20 GIVE THE ACADEMY A VOICE Just as there is a cinema grammar there is a social media grammar. Unless we update AMPAS to use 21st Century tools, we will lose the generation growing up on social media who are used to being empowered by two-way dialog. It may already be too late. Fortunately, our members are a deep talent pool of creators who have given the world some of the most iconic content in history. When one thinks of the voice that should embody this group, these are the words that come to mind: bold, adventurous, brave and visionary. The voice of Academy social media at present is incongruous with this, relying on bland and formulaic copy which is part of the reason that engagement is low with both the public and the members themselves. STATE OF THE ART SOCIAL MEDIA I 📱📲❗ •••• • •• ••• ••• • •• • •• •••• • 🧨 A SOCIAL MEDIA RESET🔥 The Academy has a terrific social media staff. But it doesn’t have the mandate, the tools, and the budget for what is needed. The management process requires revamping. The understaffed staff needs help from outside consultants, some of them paid. The Academy “brand” needs to hear from teens and college students, consultants who manage influencers, and social media marketers, as well as the most followed members. Once there is a plan, the Social Media Reset has to be publicized to all the members on social media (of course) to harness their input. This process needs to start now. The Oscars should be chapter twelve of a year-long engagement with the audience that builds engagement and excitement across all platforms. 6 2/28/20 This post exemplifies why a pivot in attitude is needed: ( A ', ••• The Academy ~ January 16 · 0 Keep track of your #Oscars predictions with a pocket film notes journal! https://osca.rs/37Z0NZh SHOP .OSCARS.ORG Pocket Film Notes Journal Pocket size note journal perfect for film notes. 0 0 2a1 r/:JLike 34 Comments 19 Shares CJComment ~ Share 🛑 This is literally using social media to tell the audience not to use social media 😲. Its pushing people to go offline with pen ✍ and paper 📄 and not use their keyboard 💻 to interact online. The post got a whopping 281 likes. Not to mention that AMPAS is selling zZ notebooks in the electronic age! 💤 z 7 2/28/20 WHAT IS TO BE DONE? Movies are emotional Social Media is too Academy posts need to feel intimate and personal not anodyne and institutional. For example, Cynthia Erivo’s Instagram about being nominated aims straight for the ❤ but was not on the Academy social media. Liked by it sadeha ssan and 39,768 others cyn th iaerivo So I've spent the entire day trying to work out how to fully describe how I feel about this moment, and most times I've come up short, I lack the proper vernacula r to adequately share with you how I feel inside , disbe lief comes in waves, followed by realization, then sheer school girl gidd iness, I'm then thrown into shock and then utter exhaustion Uet lag will do that to you) . There is an outer body experience that comes with experiencing an extreme dream come true, it feels like you're watch ing someone else live it. It feels like you might wake up at any moment and have it snatched away but somehow, minute by minute , that doesn 't happen ..... so if you asked me 4 years ago in the middle of a Broadway show if I saw myself being nominated for an @theacademy award, I may have said yes, but not today ... not on a plane on t he way to sing a concert in Japan. I'm blown away, I'm speechle ss. I'm gratefu l. Your dreams are never too wild or too far fetc hed or too anything . They are yours to make come true. They are valid. This has taken some learning on my part but, well, here we are today. • v,ew II ,4/b orr me t donte .coll ey so so proud of you ! so much more to come! ····· 4iamivy @cynthiaeri vo I am so so so proud of you and what an example of grace, excellence and humility you are. Keep shining and soaring! • Florence Pugh’s personal Instagram post was fun, charming and immediate, whereas the Academy’s was formal and looked like a magazine shoot. It’s no surprise that Florence’s own post got 6 times as many likes as the Academy’s even though she has half as many followers. flo rencepugh O • Follow florencepugh O Before the moment.. the exact moment. #nominated #fo raf uckingoscar l!!!!! A theacademy O • Following A theacademy O QIwant to be great, or nothing." - AmyMarch FlorencePugh has earned her first Oscar nomination for her performance as Amyin "Liule Women." 6w 5w _chanm1 @2_db 010101 ...9 (±) 1w Reply - katha ire inpai ntings • View replies (11 5w • • • Reply roofbeers V • elisageertruida @sheline_ek 1w Reply 5w Reply Liked by thebrooklynnkimberly and 57,239 others 8 2/28/20 .. ON! SOCIAL MEDIA IS ALWAYS 🔛 The Academy has to be a fulltime presence. Online is the same as streaming and cable TV. Internet users expect a constant diet of new material 24/7. The Academy rarely posts original content. It is mostly archival stills. The social media team needs a much more robust budget to produce programming about our mission that people will watch and share. This impacts 💥💥💥 every aspect of AMPAS. Getting families with kids to go to the Museum and look up from their cell phones isn’t going to happen unless you approach them first on their cell phones. Engagement in the museum depends on an up-to-date immersive experience. Right now, the only online promo for the museum is pictures of props, posters, costumes, and an empty movie theater. It’s going need a lot more social media between now and the opening date of December 20th that was announced on the Oscars. THE RELEVANCE RESET Let’s be the Center of Cinema NOW! AMPAS social media can be the online gathering place of the ART of Cinema today. We should at the very least create conversations among film students who will shape the future. But why not host everyone who cares? 9 2/28/20 ☕👂 Internet research shows that it takes 4 weeks to convert someone to becoming a loyal follower. This generally happens when you can explain in a single sentence why an account is worth following to a friend over coffee. I am hardly an expert. My Amendment is designed to give a boost to the Academy staff and augment them with consultants who know a lot more than I do. In the meantime, I have curated some examples of what to change. 1. Enough with the past 📞 ➡: theacademy O • Following A theacademy O Before " Pillow Talk," Rock Hudson had never made a comedy . So director Michael Gordon reassured him: "N o matt er how absurd the situations may appear to the viewer, t o the people involved, it's a matter of life and death . Comedy is no laughing matter ." 49w 11,596 likes MARCH 19, 2019 Add a comment ... 10 2/28/20 Why Rock and Doris from 60 years ago? Maybe they matter to grandparents but not parents and certainly not kids today. Iconic images have to be relevant to what’s happening now and designed to go viral: Sex in Cinema from Pillow Talk to Tinder. Lots of clicks with sex in the title 👏 2. AMP UP INSTAGRAM ⚡⚡ fff ⚡ Instagram stories get way more engagement than still picture posts. Lots of members shoot and post their own stories. They don’t have to all be celebrities. The public wants to go behind the scenes with Makeup and Hairstyling, VFX, Sound, Cinematography and other branches too. For example, Lois Burwell invited me to this year’s Makeup and Hair Bake Off. => It was really fascinating and entertaining. There was plenty of good footage to be had of how Bombshell, Judy, and Joker got their looks because it wasn’t as easy as it looks. Makeup tutorials are really popular online, particularly with young women. It was a missed opportunity to not put edited coverage on the Oscars YouTube channel. 3. IT’S THE ACADEMY OF MOTION PICTURES 🎥 Social media speaks loudest in moving image snippets like micro-videos and GIFs. Instead of stills, users will be more engaged and motivated to share using cinemagraphs like animated rain in Breakfast at Tiffany’s and the teardrop in Joker. 11 2/28/20 4. GET ON TIKTOK! 🆒 II It’s THE medium of the moment. Many well known ⭐⭐⭐are on it now. TikTok is a narrative form that uses footage, music, and graphics with its own cinema grammar. Tomorrow’s filmmakers and stars will be coming from TikTok. TikTok videos can easily be shared via email and texts. REESE and CHARLIZE and KEVIN 5. CONTENT BOOSTING 💰 = 👀 Compelling content has to be coupled to a paid program to reach scale and ensure the public sees it. When someone has a million followers on Instagram, for example, a small fraction of them actually see that. In order to get a wider audience, you have to pay Facebook to promote it across newsfeeds. Otherwise they withhold it. 6. ENGAGE THE MEMBERS 💍 A solid first step to getting Academy members to engage is to let them see the value waiting for them in the social communities. • Every branch should have a private message board so members who never mix in person can talk to each other. Having a fellow branch member recommend a film would be like a turbocharged Rotten Tomatoes. • Let’s consider LIVE ACADEMY AMA’s. Oscars winners like Jamie Foxx, Meryl Streep, and Tom Hanks have all done them. It would light up the Internet to have Oscar winners talk to the public. 💡 • A Beta test program is the way to start. Recruit 10-15 socially-savvy Academy members for takeovers focusing on live. Cast creators from all Branches to give peeks into their creative process and be highly audience interactive. 12 2/28/20 STA RT NOW EXHIBIT 3 BOARD OF GOVERNORS MEETING Academy Board Room, 7th Floor March 10, 2020, 6 p.m. (PT) The mission of the Academy is to recognize and uphold excellence in the motion picture arts and sciences, inspire imagination, and connect the world through the medium of motion pictures. 1. WELCOME, OPENING REMARKS David Rubin 2. CONSENT AGENDA (1.21.2020 Minutes/CEO Report)* David Rubin 3. CEO REPORT (Highlights) Dawn Hudson 4. AWARDS AND EVENTS COMMITTEE REPORT Lois Burwell a. Oscars Telecast--Producers Report b. Oscars Telecast--The Numbers 5. MEMBERSHIP AND GOVERNANCE COMMITTEE REPORT* Bonnie Arnold 6. FINANCE COMMITTEE REPORT* Mark Johnson 7. EDUCATION AND OUTREACH COMMITTEE REPORT Nancy Utley 8. PRESERVATION AND HISTORY COMMITTEE REPORT Larry Karaszewski 9. MUSEUM COMMITTEE REPORT Sid Ganis 10. COMMUNICATIONS REPORT Teni Melidonian 11. DIGITAL MEDIA REPORT/PROPOSED BY-LAWS CHANGES* David Rubin/Teni Melidonian Upcoming Meeting: Tuesday, April 14, 2020, 9 a.m. (PT), Academy Board Room *vo?re may be required EXHIBIT 4 BOARD OF GOVERNORS MEETING Tuesday , March 10, 2020 Minutes A meeting of the Board of Governors (the "Board") of the Academy of Motion Picture Arts and Sciences ("AMPAS") was held on March l 0, 2020 at 6:00 p.m., Pacific Time. In addition, for purposes of the matters described in paragraph 6 below, the meeting served as a joint meeting of the Board and the Boards of Trustees of Academy Foundation, Archival Foundation and The Vine Street Archive Foundation. Advanced notice was duly given. Present were: Kate Amend, Bonnie Arnold (remote), Craig Barron, Charles Bernstein, Kathryn Blondell, Lois Burwell {remote), Kevin Collier (remote), Teri E Dorman, Tom Duffield , Richard Edlund, DeVon Franklin, Sid Ganis, Donna Gigliotti (remote), Mark Johnson, Larry Karaszewski, Lora Kennedy (remote), Rory Kennedy (remote), Christina Kounel ias, Ellen Kuras (remote), Jeffrey Kurland, David Linde {remote), Caro l Littleton, Scott Millan (remote), A lfred Molina, Jennifer Yuh Nelson (remote), Daryn Okada, Jan Pascale, Kimberly Peirce (remote), Billy Ray (remote), David Rubin, Tom Sito (remote), Bernard Telsey {remote), Wynn Thomas, Jennifer Todd {remote), Nancy Utley, Roger RossWi lliams (remote), Janel Yang. Absent were: Albert Berger, Howard, Berger, Susanne Bier, Ruth Elaine Carter, Laura Dern, Dody Dorn, Rodrigo Garcia, Michael Giacchino, Jim Gianopulos, Whoopi Goldberg, Laura Karpman, John Knoll, Isis Mussenden , Eric Roth, Steven Spielberg, M ichae l Tronick, Mandy Wa lker. Also present were: Dawn Hudson, CEO (remote); Christine Simmons, COO (remote); Andy Horn, CFO; Bev Kite, CIO; Scott Miller, Chief Administrative Officer and General Counsel; Bill Kramer, Director, Academy Museum (remote); Teni Melidonian, Managing Director, Marketing and Communications (remote); Todd Barasch, Managing Director, Business Development; Susan Allen, Board Relations Manager; Jennifer Davidson, Corporate Communications; Sonya Guerra, Executive Offices; Hanna Monservas, Meeting Services; Stephanie A llain, Show Producer; Lynette Howell Taylor, Show Producer; Tim Kittleson, Third Sector Company; John Sandbrook, Consultant; Michael Shamberg, Producers Branch (present for final agenda item}. The participants who attended by telephone (i.e., remotely) could hear each of the other participants and be heard. In addition, for purposes of the matters descr ibed in paragraph 6 below: The fol lowing trustees of the Board of Trustees of Academy Foundation were present al the meeting: Sid Ganis, Mark Johnson, Larry Karaszewski, Jan Pascale, David Rubin, Bernard Telsey, and Nancy Utley. Absent were: Laura Dern and Jim Gianopulos. As such, a quorum of the trustees of Academy Foundation was present. The fol lowing trustees of the Board of Trustees of Archival Foundation were present at the meeting: Sid Ganis, Mark Johnson, Larry Karaszewski, Jan Pascale, David Rubin, Bernard Telsey, and Nancy Utley. Absent were: Laura Dern and Jim Gianopulos. As such, a quo rum of the trustees of Arch ival Foundation was present. The fol lowing trustees of the Board of Trustees of The Vine Street Arch ive Foundation were present at the meeting: Sid Ganis, Mark Johnson, Larry Karaszewski, Jan Pascale, David Rubin, Bernard Telsey, and Nancy Utley. Absent were: Laura Dern and Jim Gianopulos. As such, a quo rum of the trustees of The Vine Street Archive Foundation was present. 1. Welcome, Opening Remarks-David Rubin David called the meeting to order at 6:05 p.m. (PT) and confirmed attendance of governors in the room and joining via teleconference and vid eoconference. 2 . ConsentAgenda (1.21.20 Minutes/CEO Report)-David Rubin Jan Pascale corrected the minutes, indicating that she had been present at the 1/21/2020 meeting, but was listed as absent. A motion was made, seconded, and passed to approve the consent agenda, with the correction to the minutes. 3. CEO Report {Highlightsl-Dawn Hudson Dawn reviewed some of the main po ints of her CEO Report (attached). 4 . Awards and EventsCommittee Report-Lois Burwell • .::..:..;===-=-=-=~=. . . . • 5 . Membership and Governance Committee Report- Bonnie Arnold Bonnie reported that her committee had moved their next meeting from March 19 to March 26 . 6 . Finance Committee Report-Mark Johnson Mark reported that the Finance Committee had unan imously approved two new bond issuances for the Academy Museum Foundation and asked Andy Horn to outline specifics of the bond issues. 7. Education and Outreach Comm ittee Report-Nancy Utley Nancy presented summaries of Academy activities related to Education (attached) and International Inclusion (attache d ). 8. Preservation and History Comm ittee Report-Larry Karaszewsk i Larry listed several recent acquisitions by the Academy Film Archive and the Margaret Herrick library. 9. Museum Committee Report-Sid Ganis Sid discussed the recently-created branch task forces, 10. Digital Media Report/Proposed By-Laws Changes-David Rubin /Teni Melidonian Teni presented a report on the social media picture from this year's Oscars season and shared plans for the expansion of the department's social media team, both in staff and outreach efforts. Academy member Michael Shamberg (Producers Branch) presented two proposed amendments to the bylaws (attached) and answered questions from several governors. The meeting was opened to any motions regarding the proposal and none were made. The board recommended that the Membership and Governance Committee review the process by which members may propose by-laws changes , to clarify that process. The meeting adjourned at 9:25 p.m. (PT). Respectfully submitted, Bonnie Arnold, Secretary EXHIBIT 5 .-----II II II m---------, I FOR Pl:,~~,?2~.~~! GROUP I MAY L. HARRIS, Esq., M.A.†† mharris@forpurposelaw.com MARY T. DOWLING, Esq. ‡ mtdowling@forpurposelaw.com MATTHEW LEARNED, Esq.* mlearned@forpurposelaw.com VIA E-MAIL JULIE U. NGUYEN, Esq.* jnguyen@forpurposelaw.com June 25, 2020 ANDREA MARTINEZ, ESQ.º amartinez@forpurposelaw.com DANA YEE, Esq., LL.M.* danayee@forpurposelaw.com Scott Miller, Esq. Chief Administrative Officer and General Counsel Academy of Motion Picture Arts and Sciences E-mail: smiller@oscars.org SERENA PATEL, ESQ.± spatel@forpurposelaw.com ZACHARY I. AVINA, Esq., MBA* zavina@forpurposelaw.com †† Admitted to Practice in California & Washington, D.C. ‡ Admitted to Practice in California & Arizona º Admitted to Practice in California & Florida ± Admitted to Practice in California & Texas * Admitted to Practice in California SAN DIEGO HEADQUARTERS 408 NUTMEG STREET SAN DIEGO, CA 92103 619 780 3839 619 780 2451 FAX ORANGE COUNTY 200 SPECTRUM CENTER DR, #300 IRVINE, CA 92618 LOS ANGELES 555 WEST 5TH STREET, 35TH FLOOR LOS ANGELES, CA 90013 SAN FRANCISCO 535 MISSION STREET SAN FRANCISCO, CA 94105 ARIZONA 16847 E PARKVIEW AVE. SUITE 201 FOUNTAIN HILLS, AZ 85268 WYOMING 213 S. 2ND STREET LARAMIE, WY 82070 WASHINGTON, DC 1440 G STREET NW WASHINGTON, DC 20005 www.FORPURPOSELAW.com RE: DEMAND FOR CORRECTIVE ACTION Mr. Miller, As you may recall, this firm has been retained to assist Michael Shamberg in his capacity as an individual and active member in good standing of the Academy of Motion Picture Arts and Sciences (hereinafter “AMPAS” or the “Organization”). Our previous discussions involved Mr. Shamberg’s member demand for documents pertaining to the March 10, 2020 meeting of the AMPAS Board of Governors (the “Board”). While I appreciate AMPAS’ cooperation in responding to Mr. Shamberg’s demand for those documents, the purpose of this letter is to provide notice, pursuant to California Corporations Code section 7710, of Mr. Shamberg’s intent to file a complaint due to the Board’s failure to take any action on Mr. Shamberg’s proposed amendments to AMPAS’s Bylaws. Mr. Shamberg hereby demands that the Board take immediate corrective action, as detailed below, in order to avoid the commencement of his derivative action. Background Mr. Shamberg has been an active member of AMPAS since 1981. His contributions to television and film span five decades and have been recognized by several Academy Award nominations and the Zurich Film Festival Career Achievement Award. For the past two years, he has been working with the Organization in an effort to update AMPAS’ social media presence, including the ability for the Organization’s members to connect with one another, and be more responsive to member input. This includes a September 2019 discussion with AMPAS President, David Rubin, regarding the Michael Shamberg / Demand for Corrective Action June 25, 2020 Page 2 of 6 _____________________________________ 111111m Organization’s response to a growing audience that gets their entertainment primarily through streaming services. On or about January 15, 2020, Mr. Shamberg proposed amending the Bylaws to mandate “state of the art social media” and “an annual member survey.” On or about February 12, 2020, Mr. Shamberg had a meeting with Dawn Hudson, the AMPAS CEO, and David Rubin to discuss his proposal. Notice of the proposed changes were provided to the Organization’s full Board of Governors through the Governor’s portal. On or about February 28, 2020, Mr. Shamberg E-mailed David Rubin and Dawn Hudson regarding his request to attend the March 10, 2020 Board meeting, in person, and argue in favor of the amendments to the Bylaws before the full Board. Prior to the meeting, David Rubin advised that the time to present Mr. Shamberg’s proposal would be limited to ten minutes and that, following his presentation, he would be asked to leave the meeting so the Governors could deliberate on his proposed changes to the Bylaws. Mr. Shamberg attended the March 10, 2020 Board meeting and had to return to Los Angeles, from New Orleans, in order to do so in person. The following day, Mr. Shamberg received a phone call from David Rubin thanking him for his feedback. Mr. Shamberg exchanged E-mails with David Rubin who advised that the Board declined to put his proposed amendments to a vote. Thereafter, he exchanged correspondence with you directly whereby you advised that the Board was not required to take a vote on the proposed changes to the Bylaws. On or about May 28, 2020, my office sent AMPAS Mr. Shamberg’s demand for member inspection requesting copies of the agenda and minutes from the March 10, 2020 meeting of the Board of Governors in order to evaluate the Board’s compliance with the procedural requirements set forth under the Organization’s Bylaws. On or about June 8, 2020, my office received AMPAS’ response to Mr. Shamberg’s inspection demand. Included in AMPAS’ response was a copy of the minutes from the March 10, 2020 Board meeting. The relevant portions of the minutes are as follows: “Academy member Michael Shamberg (Producers Branch presented two proposed amendments to the bylaws (attached) and answered questions from several governors. The meeting was opened to any motions regarding the proposal and none were made.” “The Board recommended that the Membership and Governance Committee review the process by which members may propose by-laws changes, to clarify the process.” Michael Shamberg / Demand for Corrective Action June 25, 2020 Page 3 of 6 _____________________________________ Wrongful Conduct The following Bylaws are applicable to the facts of your case: Article III, Section 3: “Except as hereinafter provided, all active and life members shall have equal rights and privileges.” Article IX, Section 3: “The usual parliamentary rules of order, as contained in ‘Robert’s Rules of Order, Revised,’ shall govern all meetings, provided, however, that any such rule may be suspended by majority vote of the members present or by the Board of Governors.” Article XI, Section 1: “Amendments to the bylaws may be proposed by any member of the Academy. Amendments may be adopted by either of two methods: (a) The first is by two-thirds vote of the full Board of Governors. Such vote may be taken only at a Board meeting which occurs at least ten (10) days following the notification of the Governors that a particular change has been proposed and will be considered at such meeting. Governors who cannot attend the meeting may submit their votes in writing. (b) The second method is by a vote of a majority of the active and life members of the Academy. Voting must be conducted by mail, and/or electronic voting, and the necessary majority based on the number of active and life members on the Academy roster on the day the counting of the ballots commences.” Article XI, Section 2: “The first method above will be used unless the Academy Board determines that a given issue makes the second method more appropriate.” A. Mr. Shamberg was Entitled to Propose Amendments to the Bylaws. Membership in a nonprofit mutual benefit corporation is defined in Corporations Code section 5056. However, members’ rights are those specified in the corporation’s articles and bylaws. See Cal. Corp. Code § 5057 (“A ‘membership’ refers to the rights a member has pursuant to a corporation’s articles, bylaws and this division.”). Further, Corporations Code section 5330 explicitly provides that corporate articles and bylaws may grant different privileges and conditions of membership. Corporations Code section 5330 states, “[a] corporation may issue memberships having different rights, privileges, preferences, restrictions or conditions, as authorized by its articles or bylaws.” Corporations Code section 5331 states, “[e]xcept as provided in or authorized by the articles or bylaws, all memberships shall have the same rights, privileges, preferences, restrictions and conditions.” As can be noted, the Corporations Code expressly allows the articles and bylaws to create different rights and conditions of membership. 9 Witkin, Summary of Cal. Law (10th ed. 2005) Corporations, § 304, p. 1058. Michael Shamberg / Demand for Corrective Action June 25, 2020 Page 4 of 6 _____________________________________ Pursuant to Article III, section 3 of the Bylaws and section 5331 of the Corporations Code, Mr. Shamberg has equal rights and privileges to all other AMPAS active and life members. The Bylaws are also clear that as an active member, he is entitled to propose amendments to the Organization’s Bylaws. B. The Board Should Have Taken a Vote on the Proposed Amendments. In your March 12, 2020 E-mail to Mr. Shamberg, you wrote that “[t]here is nothing in the bylaws or ‘Robert’s Rules of Order’ that mandates a vote be taken.” As you are likely aware, Robert’s Rules are not based on statutes, nor are they based on any laws or court decisions. In fact, Robert’s Rules are not legally required to be used by any entity and are not legally binding unless formally adopted by the organization. Article XI of the Bylaws is ambiguous as to how a vote for a proposed amendment is put before the Board. However, Article IX, section 3 provides that the “usual parliamentary rules of order, as contained in ‘Robert’s Rules of Order, Revised,’ shall govern all Organization meetings.” We do not concede that Robert’s Rules are binding on the Organization. Moreover, the Board acknowledges that there is, at a minimum, confusion with how proposed amendments are submitted and adopted – otherwise it would not have recommended that the Membership and Governance Committee review and clarify the process. Assuming the Board takes the position “[t]he board members unanimously chose not to [take a vote on the proposed amendments],” as indicated in your correspondence to Mr. Shamberg, the Board’s failure to take any action goes against both the plain language of the Bylaws and public policy. “The rules governing policy interpretation require us to look first to the language of the contract in order to ascertain its plain meaning or the meaning a layperson would ordinarily attach to it.” Waller v. Truck Ins. Exch., Inc. (1995) 11 Cal. 4th 1, 18. However, the Court may look outside the four corners of the written agreement to determine the intent of the parties. -------See, e.g., Pacific Gas & E. Co. v. G.W. Thomas Drayage etc. Co. (1968) 69 Cal. 2d 33, 37. Accordingly, corporate bylaws “must be interpreted to give effect to the mutual intent of the parties at the time of contracting, and such intent is ascertained, if possible, from the clear and explicit language of the contract.” St. Paul Mercury Ins. Co. v. Frontier Pacific Ins. Co. (2003) 111 Cal.App.4th 1234, 1243 (internal citation and quotations omitted). Here, the Bylaws are clear that Mr. Shamberg was allowed to propose his amendments. The reasonable interpretation is that the drafters intended there to be a vote on the suggested changes to the Bylaws. Otherwise, why would Article XI, allowing members to propose amendments, even be included in the Bylaws, if the Board could ultimately make the arbitrary decision to not even hold a vote on such proposals? Moreover, nonprofits are charged with the duty of fair and reasonable procedures with respect to their members. Ferry v. San Diego Museum of Art (1986) 180 Cal.App.3d 35. It is reasonable to require a vote on proposed amendments to the Bylaws – especially when a member appears in person (after flying half way across the country) to argue his case Michael Shamberg / Demand for Corrective Action June 25, 2020 Page 5 of 6 _____________________________________ before the Board. Stated differently, after clearing all the procedural hurdles necessary to put Mr. Shamberg’s proposed changes before the Board, the Board should have shown him the courtesy of at least voting on his proposals. The Board is not afforded the pleasure to unilaterally decide which proposals made by members are important enough to place before a vote in violation of procedural requirements set forth in the Bylaws, effectively chilling the speech of certain members, which is what appears to be happening in this case. Importantly, reasonableness is factual in nature – meaning it is up to the judge or jury to decide at trial whether the Board’s actions were reasonable. Finally, there are, generally speaking, two primary rules a board member is bound to follow: (1) put the interests of the organization above the board member’s own personal interests and (2) always exercise prudent business judgment. These responsibilities are embodied in California Corporations Code section 7231, which provides: A director shall perform the duties of the director, including duties as a member of any committee of the board upon which the director may serve, in good faith, in a manner such director believes to be in the best interests of the corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. (emphasis added) Cal. Corp. Code § 7231(a) (emphasis added). A board member who fails to properly exercise his or her duty of care not only subjects the organization to liability but exposes himself or herself to personal liability as well. Claims to Be Asserted Mr. Shamberg intends to proceed, in his own name and in the name of the Organization through a derivative action, against all those responsible for the above referenced wrongful conduct. Causes of Action 1) Declaratory Relief (to enforce the Organization’s Bylaws) 2) Injunctive Relief (to enforce the Bylaws and prevent the Board from further restricting Mr. Shamberg’s rights as a member) 3) Breach of Fiduciary Duty Defendants 1) The Organization and individual Board members 2) The Organization and individual Board members 3) The individual Board members Mr. Shamberg reserves all of his rights to allege additional causes of action against the Organization and Board should additional facts be discovered warranting such claims. Michael Shamberg / Demand for Corrective Action June 25, 2020 Page 6 of 6 _____________________________________ Demand for Corrective Action Mr. Shamberg demands that the Board take immediate action to effectuate a vote on his proposed amendments and, given the history with the Board on this specific issue and its bias toward Mr. Shamberg, that the Board implement the second method of voting by having all members vote on his proposal. I would like to take this opportunity to stress the importance of implementing Mr. Shamberg’s proposed changes and will note that they are in the spirit of the Organization’s Articles of Incorporation. Please respond to this letter by July 3, 2020 and advise how the Organization intends to proceed. In the interim, please do not hesitate to contact me with any questions or concerns you may have. Sincerely, Matthew B. Learned, Esq.