Zampogna v. Law Enforcement Health Benefits, Inc.

151 A.3d 1003, 637 Pa. 576, 2016 Pa. LEXIS 2650
CourtSupreme Court of Pennsylvania
DecidedNovember 22, 2016
Docket40 EAP 2014
StatusPublished
Cited by4 cases

This text of 151 A.3d 1003 (Zampogna v. Law Enforcement Health Benefits, Inc.) is published on Counsel Stack Legal Research, covering Supreme Court of Pennsylvania primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Zampogna v. Law Enforcement Health Benefits, Inc., 151 A.3d 1003, 637 Pa. 576, 2016 Pa. LEXIS 2650 (Pa. 2016).

Opinions

OPINION

JUSTICE BAER

In this discretionary appeal, we are asked to determine the narrow issue of whether Law Enforcement Health Benefits, Inc. (“LEHB”), a nonprofit corporation that administers health and welfare benefits to Philadelphia police officers as part of the union’s collective bargaining agreement, is authorized under the Pennsylvania Nonprofit Corporation Law (“NCL”), 15 Pa.C.S. §§ 5101-6162, as well as its Articles of Incorporation, to expend its corporate funds to pay for a postcard sent to its members endorsing a candidate in a union election. For the reasons that follow, we find that nothing in the NCL nor the corporation’s Articles prohibited the action at issue and that LEHB’s action was sufficiently related to its corporate purpose to be permissible. Accordingly, we reverse the decision of the Commonwealth Court and reinstate the trial court’s order dismissing the declaratory judgment action against LEHB.

The facts of this case are not in dispute. The Fraternal Order of Police, Lodge No. 5 (“FOP”) is a union which represents the interests of Philadelphia police officers in negotiating the terms and conditions of the officers’ employment with the City of Philadelphia (“City”). Relevant to the instant matter, the FOP secured a collective bargaining agreement with the City, which provides health and welfare benefits to [580]*580active and retired FOP members and their families. The agreement, inter alia, created a Joint Trust and established a Joint Trust Board, which is comprised of five individuals—four appointed by the FOP president and one appointed by the City—who supervise and manage the delivery of the FOP’s benefits. As a result of the negotiations between the FOP and the City, the City is required to pay a specified amount per police officer per year to the Joint Trust for benefits, and the Joint Trust Board selects the entity to administer such benefits. At all relevant times, the Joint Trust Board selected LEHB to administer the benefits. LEHB is a nonprofit corporation specifically incorporated for the purpose of administering the benefits for the City’s police officers and is controlled by a Board of Directors (“the Board”).

As LEHB is a nonprofit corporation, it is governed by the NCL. The NCL requires nonprofit corporations to be incorporated for a purpose, specified in its articles, “including, but not limited to, any one or more of the following or similar purposes” listed in Section 5301(a).115 Pa.C.S. § 5301(a); see also id. § 5306(a)(3) (providing that a nonprofit corporation’s articles of incorporation must contain “[a] brief statement of the purpose or purposes for which the corporation is incorporated”). Consistent with that mandate, LEHB’s Articles of Incorporation provide, in pertinent part, as follows:

4. The purpose of the Corporation is:
(a) to receive, hold, invest, administer, and distribute funds to provide health and welfare benefits for, and on behalf of, [581]*581the Corporation’s members (and such members’ eligible spouses and dependents), who are the members of the Fraternal Order of Police, Lodge No. 5 (a Pennsylvania nonprofit corporation) who are eligible to participate in the Blue Cross/Blue Shield health insurance plan (or such other health insurance plan) that is to be maintained by the Corporation for the benefit of such members;
(b) to engage in such other proper purposes incidental to the foregoing;
(c) to engage in all other proper operations for which corporations may be formed and operated under the Pennsylvania Not-for-Profit Code.

Addendum to Articles of Incorporation at 1 (Reproduced Record “R.R.” at 282a) (“Articles”).

In 2010, Appellee Frank Zampogna, a Philadelphia police officer, campaigned for FOP President, running against the incumbent FOP President, John McNesby. Leading up to the election, McNesby informed LEHB that Zampogna had been making pronouncements to FOP members regarding their medical benefits and the City’s monthly contributions.2 These pronouncements were viewed by LEHB as misrepresentations designed to gain political advantage in the FOP election.3 Given this concern, a few weeks before the election, the Board unanimously voted to “respond appropriately” if “any candidate misstates, misrepresents, or publishes misleading or false information regarding LEHB or demeans its officers.” Active Directors Meeting Minutes, 9/7/2010, at 1 (R.R. at 227a).

Following the Board meeting, and in response to Zampog-na’s allegedly false statements, LEHB mailed postcards to FOP members which, inter alia, endorsed McNesby in the election, accused “[o]ne of the FOP Presidential candidates” of making “grossly misleading and deceptive statements” regarding LEHB, and opined that that candidate “is not competent enough and too inexperienced to lead the FOP and its 14,000 [582]*582members.” Postcard (R.R. at 222a).4 The cost to mail and print the postcards totaled $8,840 and was paid out of LEHB’s general funds. LEHB’s administrator, Thomas Lamb, stated that McNesby was not involved in the decision to mail the postcard, and Zampogna did not present any evidence to the contrary. See N. T., 1/10/2012, at 57.

Six days before the election, in response to the mailing, Zampogna filed an action seeking declaratory relief barring LEHB from further expending its funds to endorse a candidate in an FOP election.5 In support of his position, Zampogna argued that LEHB’s expenditure was in “direct violation” of LEHB’s Bylaws, Articles, and the NCL. Zampogna’s Amended Complaint at 7-8 (R.R. at 214-15a). Additionally, Zampog-na claimed that LEHB’s actions were “unfair” and “an unlawful expenditure of public funds given solely for medical benefit purposes.” Id. at 5, 8 (R.R. at 212a, 215a).

While the case was pending, Zampogna lost the election. The case subsequently proceeded to a nonjury trial, and, ultimately, the trial court denied Zampogna’s request for declaratory relief. The trial court began its review with LEHB’s Bylaws, which provided the Board with the power to take any action so long as it was not inconsistent with the Bylaws, the Articles, or the law. The trial court concluded that neither LEHB’s Bylaws, nor its Articles, prohibited LEHB from making endorsements in FOP elections. Moreover, the trial court examined Section 5502 of the NCL, which enumerates the general powers of nonprofit corporations, and determined that “[njowhere in [the] statute does it state that corporations are prohibited from engaging in political activity.” Tr. Ct. Op., 5/22/2012, at 2 (citing 15 Pa.C.S. § 5502). Zampogna filed post-trial motions, which the court denied, and he appealed, asserting, inter alia, that the trial court erred in finding that LEHB’s actions in endorsing a candidate in the [583]*583FOP election did not violate LEHB’s Articles, Bylaws, or the NCL.6

On appeal, a split en banc panel of the Commonwealth Court reversed. Zampogna v. Law Enforcement Health Benefits, Inc., 81 A.3d 1043 (Pa. Cmwlth. 2013).

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151 A.3d 1003, 637 Pa. 576, 2016 Pa. LEXIS 2650, Counsel Stack Legal Research, https://law.counselstack.com/opinion/zampogna-v-law-enforcement-health-benefits-inc-pa-2016.