Document Type

Case Summary

Publication Date

2-28-2008

Case Synopsis

Appellant is Nevada Classified School Employees Association (NCSEA). NCSEA is a non profit corporation with multiple chapters whose members are Nevada public school district employees. NCSEA is governed by its articles of incorporation and bylaws. The articles of incorporation require each member have equal voting power. “[T]he bylaws state that ‘each Chapter shall be entitled to one (1) Delegate for every fifty (50) members or part thereof, with a maximum of seven (7) Delegates.’”2 In 2003, at the annual delegate conference, the NCSEA passed an amendment to article III, section 3 of the bylaws. Prior to the amendment, section three had a provision for dissociation which allowed chapters to disaffiliate by giving the NCSEA notice. The amendment changed section three to require a two-thirds majority of the entire chapter membership in order to disaffiliate. At the conference, respondent Washoe County, Chapter 2 of the NCSEA, had 923 members, and was represented by seven delegates (the maximum number of delegates allowed under the bylaws). Chapter 2 had one delegate for every 132 members; the other chapters had one delegate for every 23 members. This resulted in Chapter 2 having unequal voting power as required by the articles of incorporation. Chapter 2 was the only chapter that voted against the amendment to section three. Chapter 2 cast all seven of its votes against the amendment. The amendment passed thirty to seven. Twenty-eight votes were from other chapters, and two were from members of the state board who were given the right to vote. In 2004, Chapter 2 notified NCSEA that it was disaffiliating. NCSEA tried to prevent the disaffiliation and moved for injunctive relief. NCSEA argued that Chapter 2 had not met the requirements of amended section three. Chapter 2 counterclaimed arguing that it was not bound by the amendment because the amendment was not valid under the articles of incorporation. The district court concluded that “’[a]n in-depth analysis would probably support a conclusion that [section 3] is void for violating NCSEA’s Articles of Incorporation.’”3 The district court denied NCSEA’s complaint for injunctive relief and granted Chapter 2’s counterclaim and approved disaffiliation. NCSEA appealed.

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