{UAH} Who Can Sue UNAA? Part 1

In the past few weeks, I have been asked this question so many times.  Below is my brief answer with a warning:  since I am no longer practicing law in a law firm (I left DLA Piper several months ago), I don't have easy access to resources that would help me write a very detailed answer. Ms Liz Rukundo, who is still in Law School, has access to case law and can help us with relevant authorities, if she gets the time!

 

Grounds for suing UNAA leaders: each leader owes UNAA "fiduciary duties". Fiduciary duties are specific legal duties which may be generally characterized as ensuring that the interests of UNAA are paramount. Specifically, UNAA leaders owe us 3 fiduciary duties:

1. the duty of care, which requires that the leaders act reasonably with respect the way they manage UNAA's affairs;

2. the duty of loyalty, which bars UNAA leaders from using their positions in UNAA to promote their own personal interests; and

3. the duty of obedience, which requires UNAA leaders to ensure that UNAA is run in accordance with its charter and bylaws, and that UNAA complies with applicable laws.

Fiduciary duties are governed by State law.  In this case, the State law of Massachusetts would apply because UNAA is registered in Massachusetts (I'll examine the relevant state law in the upcoming parts).

Question for Ms Rukundo:  since most UNAA leaders reside in Dallas, the most recent elections were in Dallas and most of the actions of the leaders that would be complained of are committed largely in TX, should potential plaintiffs first register UNAA  as "foreign corporation" in TX?

 

In the next part, I'll address the question of "who can sue" UNAA leaders for breach of the fiduciary duties.

thanks