MR. SEELEY: They have no interest in governance at all. They have the right to get Tournaments Illustrated.
MR. SEELEY: ....This is an organization that is run by a board of directors. This bylaw can be revised, amended, repealed tomorrow or today for that matter...
MR. SEELEY: I just want you to be sure that the court understands how broad this request was, and that it was denied. I think it's also important that the society in good faith sat down and developed a form for responding to these requests because they were so broad, and the society developed that procedure and the society interpreted its own bylaws. And it's not the province of the CPA or anyone of these contributors to say that that's not satisfactory. That is the board's determination. If the board is considering the interest of these people, if the board interpreted that in an unreasonable or arbitrary way, then I can see that the court might involve itself. But short of that, our position is that the court should not involve itself in this matter.
MR. SEELEY: That really is probably the issue in the case that there is no reasonable purpose that these people have in the information that they have requested or the information that -- that is in the tentative ruling.
MR. GOLDSMITH: Well, Your Honor, petitioner, who requested the information, said I wanted to understand financial problems. The second sentence says she wanted to make suggestions. Apparently, the respondents find that to be reprehensible.
MR. SEELEY: Well, I just -- I mean, I think it's nice that they want to know the financial problems and I'm sure that a lot of members of the Audobon Society and the National Geographic Society do also. But they don't have any right. It doesn't make sense to interpret those bylaws that way.
MR. SEELEY: The issue is whether the court feels that this is a significant enough issue that these people have a substantial enough right that it is going to in effect rewrite these bylaws as they've been interpreted by this board.
MR. SEELEY: I'd like to call Mr. Provine as a witness. He's the executive director.
THE COURT: There are no witnesses on this calendar without permission.
MR. SEELEY: Then I would like to make an offer of proof. If he were called, he would testify [...]
MR. SEELEY: The whole purpose of these records request and the purpose of this lawsuit and this is a mean lawsuit. ...You might want to ask about why this allegation is in here on page 8: Petititioners do not waive subsequent civil actions for their other rights including but not limited to breach of fiduciary duty, violation of the business judgement rule, and damages therefore. Why is that in this? It's for intimidation purposes, Your Honor, and we would offer to prove that through Mr. Provine's testimony.
MR. GOLDSMITH: Did you want me to respond to that?
MR. SEELEY: Incidentally, they have been very successful already. They've caused three directors to resign.
MR. SEELEY: I'd like to request a statement of decision, and I have one written out here that I'll provide. I have to finish writing one I think as far as the statement of decision.
THE COURT: I'll give you my decision orally on the record right now at this time, sir.
MR. SEELEY: This is a request for statement of decision under CCP 632.
THE COURT: Right. This matter is not exceeding a day, and I'm going to give you an oral statement of decision at this time. I'm going to give basis of --
MR. SEELEY: Oh, sure, but I have to submit -- before I submit the case, I have to file this with the court.
THE COURT: Why don't you hand it to me and if I can respond to those as I do give the decision.
MR. SEELEY: This whole thing is a pattern. It's kind of like a corporate takeover.
MR. SEELEY: ....If you don't like what's going on in the National Geographic and you're a member of the society, you simply don't pay your dues. And that's the same -- same as we have here. We have the Tournament Illustrated as the magazine of the society, pay your dues, you get this. That is the distinction.
MR. SEELEY: We would also argue, your honor, that they got better information than they would with books of account. What in the world are they going to do with original entries in ledgers and stuff like that? It's a mystery. [...] What did they get? The stuff they got is very -- is very useful. More than the members of the National Geographic Society.