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An Attorney Says Members’ Rights at Risk

May 8, 2010

Dear Fellow Local 600 Member,

Your elected union leadership and the final legal status of Local 600 will be decided next Friday, May 14th. I’m asking members to please vote in your union election. Ballots must be received by 11:59 PM this Thursday, May 13th. I’m strongly recommending a NO vote on corporate dissolution (AKA, “The Green-Ballot Measure”).

If membership authorizes the dissolution of Local 600’s non-profit mutual-benefit corporate status, then I assure you, that decision will be irreversible. The new association’s Articles of Association will be written to ensure permanence in perpetuity. You will never again regain the rights that you are now being asked to willingly surrender. Vote wisely.

VOTE “NO” ON CORPORATE DISSOLUTION! (AKA, “The Green-Ballot Measure”)

Below is an impartial legal opinion on the issue of corporate dissolution for your review.

Bill Roberts
1st Assistant Cameraman
WRC/NEB Alternate
Candidate for National Secretary-Treasurer



Dear Members of Local 600,


As an attorney who represents a variety of California nonprofit corporations and who does not work for or represent any of the unions affiliated with IATSE, I was asked by Bill Roberts, a candidate for National Secretary-Treasurer, for my views regarding the memo by Local 600 legal counsel David Adelstein supporting dissolution of Local 600 as a nonprofit corporation entity and its conversion to an unincorporated association.

·       Guaranteed membership rights. The legal guarantee of specific rights of membership to members of a California nonprofit corporation prevents the board of directors from ignoring members’ wishes on significant decisions including election of directors, sale or transfer of the assets of the corporation, merger or dissolution. Members retain the ultimate control over the leadership and direction of the corporation. Such broader and stronger rights are in addition to union members’ rights under federal law. Why give them up?

·       California law does not tell unions how they should be run. Federal law controls how unions represent their members in bargaining with employers. California nonprofit laws don’t address union activities. They simply create an easily known and understood framework for the relationship between members and their board of directors and are successfully used by thousands of nonprofit membership corporations.

·       Unincorporated associations lack membership rights. In sharp contrast to members’ clearly stated rights in California nonprofit corporation law, there are no laws which grant members any rights in unincorporated associations. Those in power grant and take away any rights. If Local 600 votes to surrender its corporate form, members’ guaranteed rights will be lost. Without California nonprofit law to limit the expansion of union leadership’s power, the members of Local 600 may face a union leadership focused less on the needs of membership and more on the needs of union leadership.

·       Local 600 was founded as a nonprofit corporation. The founders of Local 600 chose the nonprofit corporate form to best serve the needs of the Local when they could have started as an unincorporated association. The Local has successfully operated as a corporation for 57 years. Despite Mr. Adelstein’s argument that “You don’t want the government, state or federal, telling you how to run your union,” he only cites minor examples where California nonprofit laws in any way hindered the operation of Local 600. However, if dissolution of the corporation is approved, your corporate membership rights will be adversely impacted. For example, under California law, as a member you have a prorata ownership interest in the assets of Local 600; upon dissolution of the corporation, you would be entitled to receive your share. As a member of an unincorporated association, you have no such interest. Your dues paid for the building. Why give up your ownership interest to IATSE or other union entity?

Local 600’s nonprofit corporate form may be a “regular irritant” for Local 600’s General Counsel because it requires him to accord to members their rights under California corporate laws. However, his implied criticism that “inertia alone might cause those few remaining unions to remain a corporation” flies in the face of the judgment made by the founders of Local 600 to be a nonprofit corporation to protect the rights of all members against union leadership seeking its own benefit.

Dissolution (the “green-ballot” measure) will surrender your guaranteed rights as members under California law for uncertain and revocable rights as members in an unincorporated association. A union member interested in the continuity of guaranteed membership rights would call a vote against dissolution, “good judgment” rather than “inertia.”

Martin J. Trupiano, Esq.
Encino, CA
Independent Counsel to Member Bill Roberts

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