The Academy of Motion Picture Arts and Sciences argues that the changes to its rules that were made after a prominent producer sued the organization over its refusal to hold a board vote on a proposal were aimed only to reinforce and provide clarity to the existing policy.
The Academy is moving for L.A. Superior Court Judge H. Jay Ford III to toss a lawsuit from producer Michael Shamberg (The Big Chill, Erin Brockovich, Django Unchained) alleging it strayed from proper procedure when its board declined to vote on bylaw amendments he proposed to boost Oscars viewership. He’s seeking a court order forcing the Academy to vote on his plan overhauling its social media approach and mandating an annual member survey to solicit ideas.
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In a motion for summary judgment filed on Dec. 16, the organization maintains it only amended its rules to clear up any confusion about how member-proposed changes would be considered.
It originally stated: “Amendments to the bylaws may be proposed by any member of the Academy.”
It now reads: “Amendments to the bylaws may be proposed by a Governor, or by any member of the Academy, in writing to the Academy Secretary, who will bring the proposal to the Membership and Governance Committee to be considered for recommendation to the Board of Governors.”
Shamberg claims that the changes prove that the rules were unclear, and that they adversely impacted the right of Academy members to vote on bylaw amendments.
But the Academy argues that the revisions only “serve to clarify the process for members to propose amendments and reinforce existing proposal procedures.”
“Prior to the recent amendments, the Bylaws did not explicitly state to whom proposals should be made, whether or how proposals needed to be brought to the Board’s attention, or even whether the Board was required to consider proposals,” writes Kristen Bird, a partner at Quinn Emanuel representing the Academy. “The clarification of the proposal process and the initial consideration of proposals by the Membership and Governance Committee, composed of Board members, cannot be said to have had a materially adverse impact on members’ rights to propose amendments.”
The Academy also says that the court cannot intervene in its decision-making absent a showing that the board’s interpretation is clearly wrong or that it abused its discretion. Bird writes, “Courts are otherwise reluctant to intervene in the affairs of nonprofit corporations given the significant autonomy interests of such organizations.”
Shamberg, who failed to win an Academy board seat in June, has publicly criticized the organization over the Oscars’ plummeting viewership.
“The Academy is an epic fail as a 21st century social media institution,” he wrote in an open letter to the Academy. “Without a state of-the-art social media strategy, the Academy and its Awards have become irrelevant for the younger audience who stream movies and who are accustomed to daily online engagement with their Facebook feed and their favorite Instagram, Twitter, YouTube and TikTok accounts.”
Ford will consider on Jan. 12 a dispute over the defense’s request to delay a trial. The Academy claims that Shamberg has advanced shifting theories throughout the case.
A trial is currently set to begin in March.
