Chinese American Ass'n v. Chinese Consolidated Benevolent Ass'n

16 Mass. L. Rptr. 525
CourtMassachusetts Superior Court
DecidedAugust 1, 2003
DocketNo. 000745H
StatusPublished

This text of 16 Mass. L. Rptr. 525 (Chinese American Ass'n v. Chinese Consolidated Benevolent Ass'n) is published on Counsel Stack Legal Research, covering Massachusetts Superior Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Chinese American Ass'n v. Chinese Consolidated Benevolent Ass'n, 16 Mass. L. Rptr. 525 (Mass. Ct. App. 2003).

Opinion

Troy, J.

The plaintiffs placed an ad in two Chinese newspapers criticizing the defendants Chinese Consolidated Benevolent Association of New England, Inc.’s (“CCBA”) and its past and present presidents’ action in electing the 2000/2001 CCBA officers. As a result, the defendants suspended the plaintiffs from their positions with the CCBA. The plaintiffs filed this suit seeking, among other things, a declaratory judgment that the meeting notice which failed to state that their suspension would be discussed at the CCBA’s Board of Directors’ Meeting was inadequate, and that they were in fact improperly “removed” from the CCBA and not “suspended.”

The defendants, however, cross motioned and argue that they are entitled to partial summary judgment in their favor because they properly complied with the minimum notice requirements mandated by the CCBA’s By-Laws, and validly “suspended” the plaintiffs because of their harmful conduct towards the CCBA.

The parties’ cross motions for partial summary judgment on Count I (Declaratory Judgment) are before this court. For the reasons discussed below, the plaintiffs’ motion for partial summary judgment is ALLOWED. The defendants’ motion for partial summary judgment is hereby DENIED.

BACKGROUND

The CCBA is a G.L.c. 180 non-profit charitable corporation organized in 1923, which is an umbrella organization of the entire Chinese Community in New England. Its purpose is “(t]o unite all members of the Chinese community; [t]o promote and preserve Chinese culture and tradition; [t]o further the cause of freedom and democracy; [t]o safeguard the rights and ensure equality of members of the Chinese community; [t]o initiate and to coordinate charitable and educational activities for the Chinese community; [t]o provide affordable and other housing to the Chinese community; [t]o resolve differences and to maintain internal harmony within the Chinese community; and [t]o enhance the general welfare of members of the Chinese community.” CCBA’s By-Laws Article 3. Under the CCBA’s Restated By-Laws, the CCBA is comprised of different members, including (a) Community Organization Members; (b) Family Association Members; (c) Business Entity Members; and (d) individual members of the Chinese community who are 18 years of age or older, and reside in New England. CCBA’s By-Laws Article 7. The By-Laws provide that “[a] member may be removed from office for cause by the vote of two-thirds of the directors then in office.” CCBA’s By-Laws Article 9.

The affairs of the CCBA are managed by the Board of Directors. CCBA’s By-Laws Article 15. The Board of Directors consist of thirty-three (33) Delegate Directors, twenty-five (25) Business Entity Directors, and Ex Officio Directors. The term of the directors is two (2) years and “[a] director may be removed from office for cause by the vote of two-thirds of the directors then in office.” CCBA’s By-Laws Articles 16 & 18.

On or about November 25, 1997, five (5) individuals3 (“five members”), who were members of the CCBA, filed a civil lawsuit against the CCBA and its then president, defendant Wilson Lee (“Lee”). The five members sought injunctive and declaratory relief from what they alleged were discrepancies in the carrying out of the CCBA By-Laws.

As a result of that lawsuit, at a Board of Directors meeting on June 2, 1998, the Board of Directors voted in support of a resolution which provided that:

[t]o preserve [the CCBA’s] high position and dignity, to preserve its reputation, position, rights and benefits, to benefit the reform and the development of the Association’s affair; and if there was a person who files suit against the Chinese Consolidated Benevolent Association of New England, or causes damage to the reputation, position, or rights and benefits of this Association, then that person can [526]*526not serve as a member, council member, representative, business director, nor elected officer.

On the same day, as a direct result of the filing of the civil action against the CCBA, the Board of Directors voted to expel the five members from their positions with the CCBA, pursuant to the new resolution.

The CCBA holds their annual election in December, in which its officers are elected. In 1999, the member organizations, to which the five members who filed the civil suit belonged, designated the five expelled members as Delegate Directors. By notices, dated November 20, 1999, the CCBA notified those member organizations that their nominations for the CCBA officer positions were invalid under the June 2, 1998 resolution, and that those five members could not serve as elected officers of the CCBA.

On or about December 4, 1999, two days before the 1999 election, the CCBA sent out written notice4 to the members of the Board of Directors that a meeting was scheduled for December 14, 1999. The notice provided that “(t]he 6th director meeting of this year is scheduled to be held on December 14, 1999 (Tuesday) at 7:00 p.m. in CCBA’s meeting room. This meeting is CCBA’s internal meeting and is for its official directors only.” The notice also listed seven items on the agenda:

1. Minutes of the 5th director meeting in written report, and financial report.
2. Chairman’s report on various matters.
3. Matters regarding Waterford Building’s deficit on 1999/2000.
4. Report on the repairs of Tremont Village’s leakage.
5. Discussions about how to deal with matters coming from the new century.
6. Matters regarding Kwong Kau Chinese School.
7. Matters Chairman may supplement.

The defendants admit that the December 14, 1999 meeting notice does not indicate in any way that the proposed suspension of any members and/or organizations would be discussed.

On December 6, 1999, the CCBA held its annual election. None of the five expelled members were permitted to be elected as CCBA officers.

On December 7, 1999, twenty (20) organizations, including all of the plaintiffs, who were members of the CCBA, placed an advertisement in two major Chinese newspapers criticizing the manner in which the 1999 CCBA’s elections occurred and criticizing the earlier disqualification of the five members for different CCBA officer positions. The advertisement alleged that the actions of the CCBA deprived the plaintiffs and others of their right to choose their own designated representatives on the CCBA.

At the scheduled Board of Directors meeting on December 14, 1999, the advertisement criticizing the CCBA’s elections was discussed. Thirty-four members of the Board of Directors agreed and voted in support of the fact that “(t)hat advertisement distorted the facts, publicly insulted CCBA, destroyed the prestigious status of this association, and seriously violated” the June 2, 1998 resolution. Thus, thirty-four (34) out of the thirty-six (36) members of the Board of Directors present at that meeting voted to allow a motion, which effectively removed from CCBA membership, either permanently or for at least two (2) years, the twenty (20) member organizations, including each of the plaintiffs’ organizations, who had placed the advertisement in the newspaper. The termination was effective January 1, 2000.

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Bluebook (online)
16 Mass. L. Rptr. 525, Counsel Stack Legal Research, https://law.counselstack.com/opinion/chinese-american-assn-v-chinese-consolidated-benevolent-assn-masssuperct-2003.