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Steven B. Bassoff--SBN: 070090Attorney at Law1220 S Street, Suite 100Sacramento, CA 95811(916)-448-7317

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5 Attorney for Petitioner6

SUPERIOR COURT OF THE STATE OF CALIFORNIACOUNTY OF SACRAMENTO

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MARIAM NOUJAIM Case No.: 34-2011-80000881)))

SERVICE EMPLOYEES INTERNATIONAL ))UNION (SEW) LOCAL, 1000 )

)))

Petitioner PETITIONER'S POINTS ANDAUTHORITIES IN SUPPORT OF PETITIONFOR WRIT OF MANDATEvs.

Date: May 4,2012Time: 9:00 a.m.Dept: 33

Respondent

INTRODUCTIONPetitioner Mariam Noujaim (Noujaim) is a dues paying member of Respondent Service

Employees International Union (SEIU) LocalIDOO (SEIU). In March 2011 she made a writtenrequest to inspect the accounting books and records and minutes of SEIU for the purpose ofdetermining where her dues and the dues of other member similarly situated were being spent.Her request was made pursuant to Corporations Code section 8333. Subsequently, SEIU refusedto allow Noujaim to inspect the requested documents unless she signed a Confidentiality Non-Disclosure Agreement. Noujaim refused to sign the agreement, thus SEIU would not allow herto inspect the documents in question. Corporations Code section 8336 provides that the courtmay enforce a request to inspect documents made under section 8333. In this case, Noujaimrequests that the court issue an order allowing her to inspect the documents she requestedwithout any conditions attached to her viewing those records.

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1 STATEMENT OF FACTS!2 Noujaim is a dues paying member ofSEIU. SEIU is her exclusive representative in her3 employment relations with the State of California under the Dills Act, and SEIU is a non-profit4 mutual benefit corporation pursuant to the California Corporations Code.5 On March 18,2011, Noujaim through her counsel requested that SEIU provide her6 "[T]he accounting books and records and minutes of proceedings of the members and the board7 and committees of the board "as provided for in Corporations Code section 8333. She also8 requested bank statements and bank reconciliations for each month for 2009 and 2010. (Exhibit9 A attached to Petition).10 SEIU responded on March 30,2011 by requesting the "legal authority" for inspecting the11 bank records and reconciliations. (Exhibit B attached to Petition). Noujaim's counsel responded.12 on April 7, 2011, noting that the bank statements and bank reconciliations are pari:of the13 "accounting books and records" and that under section 8336 the superior court can not only14 enforce a request for inspection by a member of the corporation but can also "appoint one or15 more competent inspectors or independent accountants to audit the financial statements ... and16 investigate the property, funds and affairs of any corporation." (Exhibit C attached to Petition).17 SEIU responded on April 19, 2011, offering Noujaim two dates to inspect the requested18 records, either May 10, 2011 or May 17, 2011. Noujaim responded on April 28, 2011 selecting19 May 10, 2011 at 1:00 p.m. (Exhibits D and E attached to Petition). However, in a letter dated20 May 5,2011, SEIU notified Noujaim that she had not "timely" responded to the letter of April21 19~2011, and therefore she would not be permitted to inspect the records on May 10, 2011.22 (Exhibit F attached to Petition). Noujaim's counsel responded on May 5, 2011 indicating that23 her response to the letter of April 19thwas "timely" and that she would inspect the records on24 May 10, 2011 at 1:00 p.m. (Exhibit G attached to Petition). On May 9, 2011,SEIU sent another25 letter to Noujaim counsel indicating that she could inspect the records on June 7 or 14,2011.26 (Exhibit H attached to Petition).27 Petitioner went to the SEIU offices on May 10, 2011 at 1:00 p.m. and was denied the28 right to inspect the requested records.2930

IThe facts are derived from the verified Petition and documents incorporated into the Petition and the Declaration 0Petitioner.

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1 On May 11,2011, Noujaim notified SEIU that she would inspect the records on June 7,2 2011 at 1:00 p.m. (Exhibit I attached to Petition).3 However, on May 19,2011, SEIU notified Noujaim that she would not be permitted to4 inspect the records unless she signed a Confidentiality Non-Disclosure Agreement. (Exhibit J5 attached to Petition.)6 On May 27,2011, Noujaim notified SEIU that she would not sign the Confidentiality7 Non-Disclosure as a condition of inspecting the records she sought to inspect in her written8 request of March 18, 2011. (Exhibit K attached to Petition).9 To date Petitioner has not been denied the right to inspect the records she requested to10 inspect on March 18, 2011.1112131415161718192021222324252627282930

UNDER CORPORATIONS CODE SECTION 8333 PETITIONERHAS THE RIGHT TO INSPECT THE RECORDS DESCRIBED

IN THE CODE SECTIONCorporations Code section 8333 provides that:"The accounting books and records and minutes of proceedings of themembers and the board and committees of the board shall be open toinspection upon the written demand on the corporation of any memberat any reasonable time, for a purpose reasonably related to such person'sinterests as a member."Noujaim is a member ofSEIU and she was a member on March 18,2011. On that date

she requested that SEill allow her to inspect the records described in section 8333 for purposesof determining, in part, where her dues where being spent. At first, SEIU agreed to allow her toinspect the records on May 10, 2011. SEIU did not place any restrictions on her inspecting therecords. However, then refused to allow Noujaim to inspect the records, asserting that becauseshe did not respond to its letter of April 19, 2011, until April 28, 2011, her response wasuntimely. A review ofSEIU's letter of April 19, 2011, does not place any time limit on makinga response to confirm either May 10 or 17, 2011 as a date to inspect the records. (Exhibit Dattached to Petition).

Subsequently, SEill offered to allow Noujaim to inspect the records on June 7, 2011.After she agreed to that date, SEIU then would not allow her to inspect the records withoutsigning a confidentiality non-disclosure agreement. There is nothing in Section 8333 that

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1 permits a corporation to condition a member's right to inspect records on signing a2 confidentiality non-disclosure agreement. SEIU has repeatedly failed to comply with Noujaim's3 request to inspect the records described in her March 18,2011 request, thus an order is necessary4 to allow her to inspect the records.56789101112131415161718192021222324252627282930

UNDER CORPORATIONS CODE SECTION 8336THE COURTHAS THE AUTHORITY TO ENFORCE PETITIONER'SRIGHT TO INSPECT THE REQUESTED RECORDS

The relevant part of Corporations Code section 8336 provides that:"(a) Upon refusal of a lawful demand for inspection under this chapter, or alawful demand pursuant to Section 8330 or Section 8333, the superiorcourt of the proper county, or the county where the books or records inquestion are kept, may eriforce the demand or right of inspection withjust and proper conditions or may, for good cause shown, appoint one ormore competent inspectors or independent accountants to audit thefinancial statements kept in this state and investigate the property,funds and affairs of any corporation ... keeping records in this stateand report thereon in such manner as the court may direct."

Under section 8336 the Superior Court has the authority to enforce the right of acorporation member to inspect the records described in section 8333. These records include the"accounting books and records and minutes of proceedings of the members and the board andcommittees of the board." Noujaim is a dues paying member ofSEIU, and was at the time shesought to enforce her right to inspect records. She wanted to see the records for purposesreasonably related to her interests as a member. She contends these records include the bankstatements and bank reconciliations. SEIU does not appear to have a dispute with this position,having initially agreed to allow her to inspect those records, but later prohibiting her frominspecting any records. .

Section 8333 does not provide that a corporation may place conditions on a member'sright to inspect corporation records described in that section. The confidentiality non-disclosureagreement SEIU wanted Noujaim to sign as a condition for inspecting the records violates herrights under section 8333. Noujaim requests that the Court issue an order requiring SEIU toallow her to inspect the accounting books and records and minutes of proceedings of the

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1 members and the board and committees of the board as well as the bank statements and bank2 reconciliations for the years 2009 and 2010.3456789

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PETITIONER IS ENTITLED TO REASONABLE ATTORNEY'SFEES TO ENFORCE HER RIGHT TO INSPECT RECORDS

Corporations Code section 8337 provides that:"In any action or proceeding under this article, and except as required bySection 8331, if the court finds the failure of the corporation to complywith a proper demand thereunder without justification, the court may awardthe member reasonable costs and expenses, including reasonable attorneys'fees; in connection with such proceeding."

Inthis case, SEIU has refused to allow Noujaim the right to inspect the records shesought to inspect on March 18,2011. Originally, SEIU was going to allow her to inspect therecords on May 7, 2011. Her right to inspect the records was not conditioned on signing aconfidential non-disclosure agreement. However, SEIU denied Noujaim the right to inspect therecords on May 7,2011, then when June 7th was agreed to as a date to inspect the records, SEIUrequired that she sign a confidentiality non-disclosure agreement. Placing a condition onNoujaim's right to inspect the records was without justification and violated section 8333.Noujaim is entitled to reasonable attorneys' fees and costs to enforce her rights under section8333.

Dated: March 16,2011 ~tz~ fPetitioner "-5-

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I am, and was at all times herein mentioned, a citizen of the United States and employed in theCounty of Sacramento, State of California, over the age of eighteen (18) years, and not a party to thewithin action; that my business address is 1220 S Street, Suite 100 Sacramento, CA 95811

On March 16,2012, I enclosed a true copy of the attached Notice of Hearing on Petition forWrit of Mandate, Petitioner's Petition Points and Authorities in SupportofPetition for Writ ofMandate, and Declaration of Mariam Noujaim in a separate envelope for each of the person(s) namedbelow, addressed as set forth immediately below the respective name(s), as follows:

Each said envelope was sealed and placed in the US Mail for collection and mailing on thaforesaid date. .

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PROOF OF SERVICE BY MAILI, TIlE UNDERSIGNED, SAY:

NAME(S) IADDRESS(ES)1.Felix De La TorreSEIU1808 14thStreetSacramento, CA 95811

I DECLARE UNDER PENALTY OF PERJURY that the foregoing is true and correct.Executed at Sacramento, California, on March 16, 2012

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IProof nf Service Rv Mail

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Steven B. Bassoff--SBN: 070090Attorney at Law1220 S Street, Suite 100Sacramento, CA 95811(916)-448-7317

M A R 1 9 2 0 1 2

5 Attorney for Petitioner6789101112131415161718192021222324252627282930

SUPERIOR COURT OF THE STATE OF CALIFORNIACOUNTY OF SACRAMENTO

MARIAM NOUJAIM Case No.: 34-2011-80000881)))

SERVICE EMPLOYEES INTERNATIONAL ))UNION (SEIU) LOCAL, 1000 )

))))

Petitioner DECLARATION OF MARIAM NOUJAIMIN SUPPORT OF PETITION FOR WRIT OFMANDATEvs.

Date: May 4,2012Time: 9:00 a.m.Dept: 33

Respondent

I, Mariam Noujaim, declare:1. I am the Petitioner in this action and the following information is based on my own

personal knowledge, and if called upon to testify to these matters, I can do so competently.2. Respondent SEIU, Local 1000 is my exclusive representative under the Dills Act for

employment relations. SEIU is a non-profit mutual benefit corporation. I am a dues payingmember of Respondent SEIU and was a dues paying member when I made a written request toreview accounting books and records and minutes ofSEIU on March 18,2011.

3. On March 30,2011, SEIU responded by requesting that I "provide legal authority" forinspecting the "bank statements and bank reconciliations." (See Exhibit B attached to Petition).

4. On April 7, 2011, I responded to SEIU and provided "legal authority" to inspect the"bank statements and bank reconciliations." (See Exhibit C attached to Petition).

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5. April 19, 2011, SEID responded by offering me two dates to inspect the requestedrecords, either May 10, 2011 or May 17, 2011. SEID placed no time limit on my need torespond as to which date I was going to select. (See Exhibit D attached to Petition).

6. On April 28, 2011, I responded by selecting May 10, 2011 at 1:00 p.m. (See ExhibitE attached to Petition).

7. Ina letter dated May 5, 2011, SEIU notified me that I had not responded "timely" toits letter of April 19, 2011 therefore I would not be allowed to inspect the records on May 10,2011. (Exhibit F attached to Petition).

8. My counsel responded by letter dated May 5,2011, my response to SEIU's letter ofApril 19, 2011, was timely, and that I would be at the SEIU offices to inspect the records on May10, 2011 at 1:00 p.m. (See Exhibit G attached to Petition).

9. Ina letter dated May 9, 2011, SEIU proposed that I select either June 7 or June 14,2011, to inspect the records. (Exhibit H attached to Petition).

10. I went to the SEIU office on May 10,2011 at 1:00 p.m. and was denied access to therecords.

11. On May 11, 2011, I notified SEIU that I would inspect the records on June 7, 2011 at1:00 p.m. (Exhibit I attached to Petition).

12. On May 19,2011, SEIU notified me that I would not be allowed to inspect therecords unless I signed a Confidentiality Non-Disclosure Agreement. (Exhibit J attached toPetition).

13. I notified SEIU on May 27,2011, that I would not sign the agreement as I am notrequired to do so in order to see the records I requested on March 18, 2011. (Exhibit K attachedto Petition.

14. As a dues paying member of SEIU I am entitled to review the records I requestedwithout SEID requiring me to sign a Confidentiality Non-Disclosure Agreement. To date I havenot been given the right to inspect the records I requested to inspect on March 18, 2011.

I declare under penalty of perjury under the laws of the State of California that theforegoing is true and correct. Executed this ~ day of March 2012 at Sacramento, California.

Noujaim-2-