Dimejian v. Armenian Revolutionary Federation CA2/3 ( 2023 )

Filed 7/28/23 Dimejian v. Armenian Revolutionary Federation CA2/3
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California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on
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IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
SECOND APPELLATE DISTRICT
DIVISION THREE
AIDA DIMEJIAN et al., B319337
Plaintiffs and Appellants, Los Angeles County
Super. Ct. No.
v. 21STCP01785
ARMENIAN REVOLUTIONARY
FEDERATION –
DASHNAKTSUTIUN,
WESTERN, U.S.A. et al.,
Defendants and Respondents.
APPEAL from a judgment of the Superior Court of Los
Angeles County, James C. Chalfant, Judge. Affirmed.
Meylan Davitt Jain Arevian & Kim, Raymond B. Kim,
Shaunt T. Arevian, and Grace C. Lee for Plaintiffs and
Appellants.
CSReeder, Reeder McCreary, Christopher S. Reeder; Jeffer
Mangels Butler & Mitchell, Susan Allison, Dan Sedor, and
Vatche Zetjian for Defendant and Respondent Armenian
Revolutionary Federation – Dashnaktsutiun, Western, U.S.A.
Lauter Law and Brian D. Lauter for Defendants and
Respondents Carmen Ohanian et al.
_______________________________________
INTRODUCTION
Plaintiffs Aida Dimejian, Stepan Boyajian, and Khatchig
Tazian are members of defendant Armenian Revolutionary
Federation – Dashnaktsutiun, Western, U.S.A. (ARFDW).
Plaintiffs appeal from the trial court’s judgment denying their
petition to set aside the December 28, 2020 election of ARFDW’s
board of directors, known as the Central Committee.1 Plaintiffs
argue the court abused its discretion in denying their petition
because ARFDW did not satisfy notice and quorum requirements
before electing the Central Committee. We affirm.
FACTUAL AND PROCEDURAL BACKGROUND
1. Background
ARFDW is a nonprofit corporation based in Glendale. It
was formed to advance the rights, culture, heritage, and interests
of the Armenian community, and its members are Americans of
Armenian heritage living in the “Western” United States.
ARFDW is governed by a set of bylaws that were certified in
March 2006 (Bylaws).
ARFDW is composed of 17 chapters, the majority of which
are in Southern California, with chapters also in Arizona,
Nevada, Texas, and Central and Northern California. Each
1 Plaintiffs also named the individual committee members elected on
December 28, 2020 as defendants in this case. Those individuals are:
Carmen Ohanian, Garo Ispenjian, Harut Mgrditchian, Krikor Topalian
(AKA Koko Topalian), Vahan Bzdikian (AKA Vahan Bezdikian), Alik
Ourfalian, Levon Kirakosian, Toros Kejejian, Sarkis Berberian (AKA
Sako Berberian), Shahen Derderian, and Arto Keuleyan (collectively,
2020 Committee Members).
2
chapter is represented by a committee, known as a “gomideh.”
ARFDW also has a student organization that “has no specific
region or location.” The student organization is “prescribed the
rights of a [g]omideh.”
The Central Committee is ARFDW’s board of directors. It
has 11 members who are elected every two years at ARFDW’s
Regional Convention. The Central Committee directs ARFDW’s
“overall activities” and supervises the activities of the chapters.
The Central Committee has “final authority regarding the
interpretation of the bylaws and the decisions of the Regional
Convention.”
ARFDW’s “supreme authority” is the Regional Convention,
which elects the Central Committee and adopts ARFDW’s
bylaws. The Regional Convention is supposed to meet every two
years and consists of delegates representing the Central
Committee, the chapter’s gomidehs, and each chapter’s general
members. The Central Committee and the gomidehs may each
elect one delegate, while each chapter may elect a number of
delegates based on the chapter’s membership size. A quorum for
a Regional Convention exists when “representatives of two-thirds
of the [chapters] and gomidehs and a simple majority of the total
delegates are present.” Only the chapters, including their
gomidehs, “that have completely fulfilled the financial obligations
placed upon them are fully qualified to participate in the
Regional Convention with both voice and vote.”
The Armenian Revolutionary Federation (ARF) is a foreign
political party organized under Armenian law. ARF’s purpose is
“to coordinate amongst the different groups of Armenians
worldwide.” The Armenian Revolutionary Federation Bureau
(Bureau) is ARF’s executive body. ARFDW and ARF are
3
independent organizations, and neither the Bureau nor ARF has
decision-making authority over ARFDW.
2. Events Giving Rise To this Lawsuit
Around July 2018, ARFDW elected an 11-member Central
Committee at a Regional Convention.
On September 13, 2019, the Bureau issued a letter to
ARFDW’s members, which purported to appoint four additional
members, including plaintiffs Dimejian and Boyajian, to the
Central Committee (September 13 Appointees). The Central
Committee accepted the appointees until a new committee could
be elected at ARFDW’s next Regional Convention. Although the
Bureau had no authority to appoint committee members, the
Central Committee didn’t want to “quarrel with the Bureau”
because it could lead to “substantial disruption of [ARFDW’s]
work … and create discord in its ranks” since many ARFDW
members had “long-standing relationships with the … Bureau.”
According to the Central Committee’s chairperson, the September
13 Appointees were assigned only “discrete and limited
activities,” and they participated in only one committee vote.
In January 2020, the Central Committee scheduled a
Regional Convention for late April 2020. The Central Committee
instructed ARFDW’s chapters to hold general meetings to elect
delegates for the convention. The Central Committee later
postponed the Regional Convention and all meetings of ARFDW’s
chapters due to the Covid-19 pandemic.
In October 2020, the Central Committee rescheduled the
Regional Convention for early December 2020. The committee
instructed ARFDW’s chapters to hold general meetings to elect
delegates, and it authorized chapters to excuse from their
4
meetings any members who did not feel safe attending because of
the pandemic.
Around early November 2020, the Central Committee
postponed the chapters’ meetings “at the direction of the …
Bureau.” Later that month, the Central Committee notified the
chapters that the Bureau’s “suspension” on holding general
meetings had been lifted and that the chapters needed to meet to
elect delegates for the Regional Convention by December 1, 2020.
As of early December 2020, 13 chapters elected delegates for the
Regional Convention.
On December 1, 2020, plaintiff Tazian, the head of the San
Francisco chapter, notified the Central Committee that his
chapter didn’t hold a general meeting due to concerns about the
pandemic. That same day, the North Hollywood chapter notified
the Central Committee that it too did not hold a meeting to elect
delegates for the Regional Convention. Neither chapter tried to
hold remote meetings or seek exemptions from ARFDW’s in-
person meeting requirement. Although the Burbank and San
Jose chapters held meetings, both chapters failed to elect
delegates for the Regional Convention.
On December 3, 2020, the Bureau instructed the Central
Committee to cancel the Regional Convention. The Bureau
rejected the Central Committee’s request to postpone the
convention for a “reasonable time.” In a December 27, 2020 letter
circulated to ARFDW members, the Bureau purported to appoint
a new 11-member Central Committee (Bureau Committee),
which included plaintiff Boyajian, two of the other September 13
Appointees, and two members of the Central Committee.
On December 27, 2020, the Central Committee convened an
emergency meeting to address the Bureau’s purported
5
appointment of a new committee. Only seven Central Committee
members attended the meeting. The Central Committee did not
invite the four September 13 Appointees or the two members of
the original committee who were named to the Bureau
Committee, believing those individuals were aligned with the
Bureau and, therefore, had a conflict of interest in matters
related to the Bureau’s attempts to interfere in ARFDW’s
operations.2 Two other Central Committee members were listed
as absent in the meeting’s minutes.
The attending Central Committee members found a
quorum was present because the six individuals who were not
invited could have their votes “eliminated” due to an “obvious
conflict of interest.” The attending committee members voted
unanimously to hold the Regional Convention on December 28,
2020 to elect a legitimate Central Committee. They did not invite
the San Francisco, San Jose, Burbank, and North Hollywood
chapters to the convention, believing the leaders of those
chapters were aligned with the Bureau and purposefully refused
to elect delegates to prevent ARFDW from holding a Regional
Convention.
ARFDW held a Regional Convention on December 28, 2020.
Representatives from 18 of 26 collective chapters and gomidehs,
and a total of 39 delegates, attended the convention. 30 delegates
appeared in person, while 9 delegates appeared remotely. The
Burbank, North Hollywood, San Francisco, San Jose, Torrance,
2 Dimejian testified she never received notice of the emergency
meeting, and the Central Committee’s chairperson testified that none
of the September 13 Appointees, which includes Dimejian, were invited
to the meeting.
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and Orange County chapters did not attend the convention.
Although the student organization elected delegates, it also did
not attend. All the chapters that did not attend the convention,
including the student organization, were delinquent on their
financial obligations to ARFDW.
The Central Committee found a quorum of representatives
attended the Regional Convention. The committee counted only
those chapters, gomidehs, and delegates it believed were eligible
to attend the convention. Specifically, the committee excluded as
ineligible the student organization and the Burbank, North
Hollywood, San Francisco, and San Jose chapters because they
refused to participate in the convention and, in any event, were
delinquent on their financial obligations to ARFDW. In the end,
the committee found 11 of 13 eligible chapters and 7 of 13 eligible
gomidehs, or more than two-thirds of the eligible chapters and
gomidehs, and 39 of 53 eligible delegates, or more than a simple
majority of the eligible delegates, were in attendance.
Following a closed vote, the Regional Convention elected a
new Central Committee, consisting of the 2020 Committee
Members.
3. The Petition to Set Aside the December 28, 2020
Election
In May 2021, plaintiffs filed a petition under Corporations
Code3 section 7616, seeking to set aside the December 28, 2020
election of ARFDW’s Central Committee. Plaintiffs alleged the
election was invalid because: (1) the Central Committee provided
inadequate notice of its December 27, 2020 emergency meeting;
3 All undesignated statutory references are to the Corporations Code.
7
(2) the Central Committee failed to provide adequate notice of the
December 28, 2020 Regional Convention; and (3) a quorum of
ARFDW’s chapters, gomidehs, and delegates did not attend the
Regional Convention.
On January 18, 2022, the court held a hearing on plaintiffs’
petition. That same day, the court issued a 38-page ruling
denying the petition.
The court found the Central Committee failed to provide
adequate notice of the December 27, 2020 emergency meeting to
committee members. Nevertheless, the court refused to
invalidate the committee’s vote to schedule the Regional
Convention for December 28, 2020 because the governing statute
did not identify any remedy for a board’s failure to provide
sufficient notice of a board-member meeting. In any event, the
court observed, plaintiffs failed to show the Central Committee
would have reached a different vote at the emergency meeting—
i.e., that it would not have voted to schedule the Regional
Convention for December 28, 2020—had every member of the
committee been notified of the meeting.
The court also found the December 28, 2020 election was
valid. A quorum of representatives attended the Regional
Convention at which the election was held, and it was fair and
reasonable for the Central Committee to provide only one day’s
notice of the convention considering the Bureau’s extraordinary
efforts to overthrow the committee.
As an alternative ground for denying the petition, the court
found plaintiffs were precluded from contesting the December 28,
2020 election because they were complicit in the Bureau’s efforts
to overthrow the Central Committee and, therefore, had “unclean
hands.”
8
Plaintiffs appeal.
DISCUSSION
1. Applicable Law and Standard of Review
Section 7616 allows any “director,” “member” or “person
who had the right to vote” in a nonprofit corporation’s election to
bring an action to determine the validity of the election. (§ 7616,
subd. (a).) The court “may determine the person entitled to the
office of director or may order a new election to be held or
appointment to be made, may determine the validity of the
issuance of memberships and the right of persons to vote and
may direct such other relief as may be just and proper.” (Id.,
subd. (d).) The court must hear a petition challenging a corporate
election within five days of the date the petition is filed unless
there is good cause to hold the hearing on a later date. (Id., subd.
(c).)
A corporate election challenge “is a broad-based equity
action in which the court may examine the entire transaction
without being limited to technical or procedural issues and may
adjust the rights of the parties to do justice among them.” (Goss
v. Edwards (1977) 68 Cal.App.3d 264, 271.) The ultimate issue
the court must resolve is who “rightfully control[s] the
corporation.” (American Center for Education, Inc. v. Cavnar
(1972) 26 Cal.App.3d 26, 37.)
Courts reviewing corporate elections are afforded “wide
discretion” to consider all matters relevant to the determination,
and they are not limited by technical legal rules or procedural
issues. (Haah v. Kim (2009) 175 Cal.App.4th 45, 53–54.) Thus,
the corporate election statutes provide courts “a free hand to
enable them to make such orders or grant such relief as justice
9
may require. In the exercise of the power thus conferred, trial
judges must be allowed wide discretion, for they are expressly
required to ‘proceed in a summary way.’ They may and ought to
be governed by equitable principles and should deal with cases
arising under the statute[s] in accordance with substantial right
and justice, but they must not be bound to any hard and fast
legal or equitable rules.” (2 Fletcher Cyc. Corp. § 370, citing
Lawrence v. I.N. Parlier Estate Co. (1940) 15 Cal.2d 220; see also
Greb v. Diamond Internat. Corp. (2013) 56 Cal.4th 243, 266, fn.
31 [describing Fletcher as “leading treatise” on corporations
law].)
We review a court’s exercise of its equitable powers for
abuse of discretion. (Hirshfield v. Schwartz (2001) 91 Cal.App.4th
749, 771.)
2. The court properly excluded plaintiffs’ evidence that a
different set of bylaws governs ARFDW.
As a preliminary matter, plaintiffs contend the court erred
when it excluded evidence that ARFDW is governed by a set of
rules other than the Bylaws. This argument is meritless.
In their petition, plaintiffs alleged there is “a dispute
within ARFDW[] about which bylaws govern the Corporation.”
According to plaintiffs, ARFDW and the 2020 Committee
Members believed the Bylaws govern the organization. Plaintiffs
attached a copy of the Bylaws to their petition, and the court
admitted a copy of the Bylaws in the parties’ joint trial exhibits.
Plaintiffs did not attach any other set of bylaws to their petition,
nor did they try to introduce evidence of another set of bylaws as
part of their opening trial papers. Plaintiffs also did not identify
another set of bylaws that they believed governed ARFDW.
Instead, in their petition and opening trial brief, plaintiffs
10
conceded that the Bylaws governed ARFDW “for purposes of this
action.”
In their reply trial brief, plaintiffs also did not dispute that
the Bylaws governed ARFDW. However, as part of their reply
papers filed below, plaintiffs submitted several new exhibits,
including “Exhibit 48,” which is a copy of an alternate set of
bylaws that plaintiffs now claim governs ARFDW (Alternate
Bylaws). Plaintiffs also submitted several declarations as part of
their reply papers, in which Dimejian, Boyajian, and other
witnesses testified that the Alternate Bylaws were ratified at the
2018 Regional Convention and have governed ARFDW ever since.
The court sustained ARFDW’s and the 2020 Committee
Members’ objections to the witnesses’ statements in those
declarations claiming the Alternate Bylaws govern ARFDW.
At the hearing on their petition, plaintiffs argued for the
first time that the court should consider the Alternate Bylaws.
Plaintiffs claimed the Alternate Bylaws allowed the Bureau to
control many aspects of ARFDW, and that plaintiffs’ reliance on
those bylaws showed they had a good faith belief that the Bureau
was authorized to unilaterally appoint a new Central Committee.
The court denied plaintiffs’ request, finding plaintiffs were bound
by their admission in the verified petition that the Bylaws
governed ARFDW.
The court did not abuse its discretion in refusing to
consider plaintiffs’ evidence concerning the Alternate Bylaws.
When a party admits a fact in a pleading, the party becomes
bound by that admission. (Valerio v. Andrew Youngquist
Construction (2002) 103 Cal.App.4th 1264, 1271.) The admission
precludes “consideration of contrary evidence, [and] any
discussion of such evidence is irrelevant and immaterial.” (Ibid.)
11
In a bench trial, “ ‘ “a fact admitted by the pleadings should be
treated as ‘found.’ ” ’ ” (Ibid.) In other words, the court “may not
ignore a judicial admission in a pleading, but must conclusively
deem it true as against the pleader.” (Thurman v. Bayshore
Transit Management, Inc. (2012) 203 Cal.App.4th 1112, 1155,
disapproved of on other grounds by ZB, N.A. v. Superior Court
(2019) 8 Cal.5th 175.)
Plaintiffs admitted in their verified petition that the
Bylaws govern ARFDW for purposes of this lawsuit. Plaintiffs did
not qualify their admission, but instead reiterated it in their
opening trial brief. Plaintiffs also never sought relief from their
admission by asking for leave to amend their petition, nor did
they argue that they were somehow misled or deceived into
making the admission. (See Thurman v. Bayshore Transit
Management, Inc., supra, 203 Cal.App.4th at p. 1158.) Plaintiffs,
therefore, were precluded from relying on evidence concerning
the Alternate Bylaws to contradict their admission that the
Bylaws govern ARFDW.
The court also properly excluded evidence related to the
Alternate Bylaws because plaintiffs did not try to introduce that
evidence until they filed their reply papers. A trial court has
discretion to refuse to consider evidence introduced for the first
time on reply. (Jay v. Mahaffey (2013) 218 Cal.App.4th 1522,
1537.) Plaintiffs did not introduce evidence of the Alternate
Bylaws until they filed their reply papers. Plaintiffs don’t dispute
that they were aware of the Alternate Bylaws before they filed
their lawsuit. Indeed, Dimejian and Boyajian testified in their
reply declarations that they believed the Alternate Bylaws had
governed ARFDW since the 2018 Regional Convention, which
occurred more than two years before plaintiffs filed their lawsuit.
12
Nor can plaintiffs claim they didn’t anticipate ARFDW and the
2020 Committee Members would argue a set of rules other than
the Alternate Bylaws govern ARFDW, since plaintiffs admitted in
their petition and opening trial brief that the Bylaws govern the
organization.
3. Notice of the December 27, 2020 Emergency Meeting
Plaintiffs contend the court erred when it found the Central
Committee’s December 27, 2020 emergency meeting was valid.
Plaintiffs argue the results of that meeting, including the
committee’s decision to schedule the December 28, 2020 Regional
Convention, should be set aside because the committee failed to
provide at least 48 hours’ notice, and did not notify all committee
members, of the meeting. We disagree.
Under section 7211, subdivision (a)(2), at least 48 hours’
notice must be provided for special meetings of a nonprofit
corporation’s board of directors. The corporation’s bylaws “may
not dispense with notice of a special meeting.” (§ 7211, subd.
(a)(2).) A majority of the “directors authorized in or pursuant to
the articles or bylaws constitutes a quorum of the board for the
transaction of business” at a special board meeting. (Id., subd.
(a)(7).)
It is undisputed that the Central Committee did not
provide at least 48 hours’ notice of the December 27, 2020
emergency meeting to any of its members. It also is undisputed
that the committee did not notify all its members of that meeting.
Nevertheless, the court did not abuse its discretion in finding the
Central Committee’s failure to provide adequate notice under
section 7211, subdivision (a)(7) was excusable under the
circumstances.
13
By the time of the emergency meeting, the Bureau had
interfered repeatedly with the Central Committee’s efforts to
hold a Regional Convention on regular notice. The Bureau
postponed the chapters’ general meetings to elect delegates and
cancelled the scheduled December 3, 2020 Regional Convention
at the last minute. And immediately before the emergency
meeting, the Bureau tried to oust the sitting committee and
appoint a new one. Although the Bureau has no authority under
the Bylaws to involve itself in ARFDW’s operations, the Central
Committee accepted the Bureau’s recommendations on numerous
prior occasions and, as the chairperson testified, many of
ARFDW’s members had “long-standing relationships” with the
Bureau. Indeed, all the individuals the Bureau purported to
appoint to the Central Committee were members of ARFDW.
Thus, the Central Committee reasonably could have believed the
Bureau’s conduct was a legitimate threat to ARFDW’s
independence that required an immediate response—i.e., an
election of a new Central Committee by ARFDW’s members.
As for the Central Committee’s failure to notify all its
members of the emergency meeting, plaintiffs haven’t shown how
they were prejudiced by that decision. It is well-settled that
reviewing courts won’t disturb a judgment unless the error at
issue was prejudicial and a different result likely would have
occurred without it. (Code Civ. Proc., § 475; Cal. Const., art. VI, §
13 [no reversal if error did not result in miscarriage of justice].)
Two of the sitting Central Committee members who did not
receive notice of the emergency meeting were named to the
Bureau Committee. Even if we were to assume the September 13
Bureau Appointees were members of the Central Committee and,
therefore, entitled to notice of the emergency meeting, those
14
individuals were appointed by the Bureau, and one of those
individuals—plaintiff Boyajian—was named to the Bureau
Committee. All six of the individuals who were not notified of the
emergency meeting, therefore, appeared to be aligned with the
Bureau’s efforts to install its own Central Committee.
Consequently, it was not unreasonable for the Central Committee
to believe those individuals were conflicted and could be
precluded from voting on what measures the committee should
take to address the Bureau’s conduct. (See Columbia Engineering
Co. v. Joiner (1965) 231 Cal.App.2d 837, 849 [when reviewing
corporate elections, courts may disregard procedural or legal
infirmities if “necessary to a just direction of the relief”]; Goss v.
Edwards, supra, 68 Cal.App.3d at p. 271 [courts reviewing
corporate elections are not limited by “technical or procedural
issues and may adjust the rights of the parties to do justice
among them”].)
4. Notice of the December 28, 2020 Regional Convention
Plaintiffs next contend the court erred in finding it was
appropriate for the Central Committee to provide only one day’s
notice of the December 28, 2020 Regional Convention. Again, we
disagree.
When members of a nonprofit corporation are allowed to
vote at a meeting, the corporation must provide at least 10 days’
written notice of the meeting to every member who is entitled to
vote. (§ 7511, subd. (a).) The notice must identify: (1) “the place,
date and time of the meeting”; (2) any means of remotely
participating in the meeting, (3) any matters the board intends to
present for action at the meeting; and (4) if directors are to be
elected at the meeting, “the names of all those who are nominees
at the time the notice is given to members.” (Ibid.) “A court may
15
find that notice not given in conformity with this section is still
valid, if it was given in a fair and reasonable manner.” (Id., subd.
(g).)
The court did not abuse its discretion in finding it was “fair
and reasonable” for the Central Committee to provide only one
day’s notice of the December 28, 2020 Regional Convention. The
Central Committee provided more than one month’s notice of the
originally-scheduled December 3, 2020 Regional Convention. The
committee instructed all of ARFDW’s chapters to hold general
meetings to elect delegates for the convention, which 13 did.
Thus, most of ARFDW’s chapters were prepared to convene a
Regional Convention as of early December 2020. But, as we just
discussed, the Bureau repeatedly interfered with the Central
Committee’s plans to hold its Regional Convention and, in the
end, tried to oust the sitting committee.
The Bureau’s conduct violated ARFDW’s Bylaws and
threatened the organization’s independence. As the Central
Committee’s chairperson testified, the Bureau’s decisions caused
disarray and confusion throughout ARFDW because the members
didn’t know which body—the Central Committee or the Bureau—
was running the organization. In light of the Bureau’s conduct
and the confusion it caused it among ARFDW’s ranks, it was
more than reasonable for the Central Committee to believe it was
necessary to hold a convention on short notice to elect a new,
legitimate committee. It also was reasonable for the committee to
believe ARFDW’s chapters were prepared to attend a convention
on short notice, since most of the chapters had already elected
delegates. The court, therefore, acted well within the scope of its
equitable powers in finding one day’s notice of the December 28,
16
2020 Regional Convention was fair and reasonable under section
7511, subdivision (g).
We reject plaintiffs’ contention that the notice was invalid
because the Central Committee did not notify all of ARFDW’s
chapters of the Regional Convention—i.e., the Burbank, North
Hollywood, San Francisco, and San Jose chapters. Plaintiffs cite
no authority suggesting section 7511, subdivision (g) is limited
only to notice that is defective because it was not provided in a
timely manner. (Keyes v. Bowen (2010) 189 Cal.App.4th 647, 655
[the court’s judgment “is presumed to be correct, and the
appellant has the burden to prove otherwise by presenting legal
authority on each point made”].) In any event, for the reasons we
just discussed, the court reasonably could have found that even
though the Central Committee did notify all chapters of the
convention, the balance of equities weighed in favor of upholding
the committee’s decision to schedule a Regional Convention on
short notice considering the extraordinary circumstances in
which that decision was made.
5. A Quorum for the December 28, 2020 Regional
Convention
Plaintiffs also contend the court erred in finding a quorum
of ARFDW’s chapters, gomidehs, and delegates attended the
December 28, 2020 Regional Convention. This argument lacks
merit.
Under section 7512, subdivision (a), a corporation’s bylaws
may define a quorum—otherwise a quorum consists of one-third
of the corporation’s “voting power.” (§ 7512, subd. (a).) “If a
quorum is present, the affirmative vote of the majority of the
voting power represented at the meeting … shall be the act of the
members unless the vote of a greater number or voting by classes
17
is required by this part or the articles or bylaws.” (Ibid.) If a
quorum is not present at the beginning of the meeting, no
business, aside from voting to adjourn the meeting, may be
conducted. (Id., subds. (c) & (d).)
ARFDW’s Bylaws define a quorum for a Regional
Convention as “representatives of two-thirds of the [chapters]
and gomidehs and a simple majority of the total delegates.”
Under Article 41(a) of the bylaws, only the chapters and
gomidehs “that have completely fulfilled the financial obligations
placed upon them are fully qualified to participate in the
Regional Convention with both voice and vote.”
The court did not abuse its discretion in concluding a
quorum of ARFDW’s chapters, gomidehs, and delegates attended
the December 28, 2020 Regional Convention. 39 of 53 eligible
delegates attended the convention. Thus, nearly 75 percent, or
more than the required simple majority, of delegates were in
attendance.
Representatives of 11 chapters and 7 gomidehs also
attended the Regional Convention. Although ARFDW has 17
chapters and 18 gomidehs, the Central Committee did not
include in its quorum calculation the San Francisco, San Jose,
Burbank, and North Hollywood chapters or the student
organization because they were delinquent on their financial
obligations to ARFDW and chose to either not elect delegates (the
geographic chapters) or not attend the convention despite
electing delegates (the student organization). Excluding those
chapters and gomidehs, the Central Committee found 11 of 13
eligible chapters and 7 of 13 eligible gomidehs were present,
constituting 69 percent, or more than the necessary two-thirds, of
the total eligible chapters and gomidehs.
18
Plaintiffs argue the court erred in deferring to the Central
Committee’s decision to exclude from its quorum count the
student organization and the San Francisco, San Jose, North
Hollywood, and Burbank chapters. We disagree.
ARFDW’s Bylaws give the Central Committee the “final
authority regarding the interpretation of the bylaws and
decisions of the Regional Convention.” As we noted above, Article
41(a) of the Bylaws permits only those chapters and gomidehs
that have satisfied their financial obligations to participate in a
Regional Convention. The Central Committee interpreted this
provision to mean only those chapters and gomidehs that are
current on their financial obligations should be counted toward a
quorum for a Regional Convention. Although Article 41(a) doesn’t
expressly address whether the Central Committee may make
such an exclusion when calculating a quorum, nothing in the
Bylaws precludes the committee from doing so. Indeed, because
Article 41(a) strips delinquent chapters and gomidehs of not only
their right to vote, but also their right to a “voice,” at the
Regional Convention, the Central Committee reasonably could
have interpreted that provision to exclude delinquent chapters
and gomidehs from a Regional Convention quorum calculation.
(Berke v. Tri Realtors (1989) 208 Cal.App.3d 463, 469 [“The
practical and reasonable construction of the constitution and
bylaws of a voluntary organization by its governing body is
binding on the membership and will be recognized by the
courts.”].)
Finally, plaintiffs argue the Central Committee’s quorum
calculation was arbitrary because two chapters that plaintiffs
claim were delinquent on their financial obligations to ARFDW—
the Glendale and West San Fernando chapters—participated in
19
the December 28, 2020 Regional Convention. The court however,
refused to consider evidence that the Glendale and West San
Fernando chapters were delinquent because plaintiffs did not
present that evidence until they filed their reply papers. As we
explained above, a court may disregard evidence that a plaintiff
introduces for the first time on reply. (Jay v. Mahaffey, supra,
218 Cal.App.4th at p. 1537.)
In sum, we conclude the court did not abuse its discretion
in upholding the December 28, 2020 election of ARFDW’s Central
Committee.4
4 In light of this conclusion, we need not address whether the court
correctly found plaintiffs were precluded from challenging the election
under the “unclean hands” doctrine.
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DISPOSITION
The judgment is affirmed. Defendants shall recover their
costs on appeal.
NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS
LAVIN, J.
WE CONCUR:
EDMON, P. J.
EGERTON, J.
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