We should void the UNAA constitution because it is illegal under State law

We should void the UNAA constitution because it is illegal under State law. Since the constitution is voidable, we should disband the bodies that were created under the new constitution i,e the Council, the Board of Trustees and the Election Commission.
UNAA is a Massachusetts corporation and like any other Massachusetts corporation, UNAA has to abide by State law (especially Chapter 156B and 180). Under Massachusetts law, UNAA’s current by-law (i.e the 2010 constitution) is illegal.

State law provides that a by-law shall not be repealed or amended, or an additional by-law adopted, unless notice of such proposed action shall have been given at a previous meeting; and such repeal, amendment or adoption shall not take effect until it has been approved by the state secretary as conformable to law.

UNAA violated this provision because UNAA members did not the get legal notice period. The constitution was given to the members at the annual meeting in 2010 and the members were required to vote on it during the same meeting. Under the law, members should have voted on the new constitution at the next meeting in 2011.

In addition, UNAA violated the above section when the constitution became effective without the approval of the secretary of state as required by law. The secretary of state has never approved the new constitution.

State law also provides that changes to the articles (Constitution) have to be approved by vote of two-thirds of its members entitled to vote. In 2010, UNAA’s constitution was approved by about 100 members out of over 1,200 members. i.e in 2010, anyone that paid for the convention was a member. Since the 100 members did not amount to two-thirds of UNAA’s members entitled to vote, the vote was void.

Most importantly, State law also provides that no by-law inconsistent with law shall be made by a corporation. UNAA’s constitution has several provisions that are inconsistent with the law. e.g state law requires that members should approve candidates for Board positions. However, UNAA’s constitution provides that it is the council that approves the Board.
In addition, state law requires that members should have the right to nominate candidates for the Board. However, UNAA’s constitution does not allow members to nominate anyone for Board positions. This power is vested exclusively in the Executive. This is a clear violation of the law.
Another example is expulsion of members. State law requires that members can only be expelled after a vote by members. However, UNAA’s constitution violates this law because it provides UNAA’s Council can vote to expel a member.

I suggest that UNAA members request the Executives to disband the Council, Board of Trustees and the Elections Commission, since all those bodies were created pursuant to provisions of the illegal constitution.
If the Executive refuses to act, state law provides that 10% of the members can request the Executive to call a special meeting (via email?) and let the members vote on these proposals.

In case none of the officers is able and willing to call a special meeting, state law provides that 10% of the members can petition the supreme judicial or superior court to authorize ordinary members to call the special meeting.

Posted by: Joseph Musoke
For a faster response please contact me at 415.789.6427


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