{UAH} [Draft] Members' Suit Against UNAA Leaders

under the "common fund" doctrine, if a few succeed in securing a benefit for a group, the entire group shares the cost of procuring the benefit.

 

COMMON WEALTH OF MASSACHUSETTS

SUPREME JUDICIAL COURT

CIVIL ACTION NO.______

IN THE MATTER OF UGANDA NORTH AMERICAN ASSOCIATION, INC ("UNAA")

MEMBERS OF UNAA, Petitioner/Plaintiffs

v.

BRIAN KWESIGA, MONDAY ATIGO, JUDE SEMPUNGU, AISHA OGWANG, Respondents/Defendants

PETITION FOR AUTHORITY TO CALL A SPECIAL MEETING [M.G.L Chap 180 §§ 6A….]

This petition for Authority to Call a Special Meeting is brought by the Petitioners/Plaintiffs, pursuant to the Court's equity jurisdiction in accordance with Chapter 180, Section 6A of the Massachusetts General Laws ("MGL"), and seeks a judgment authorizing the Petitioners to call a special meeting of UNAA, a Massachusetts non-profit corporation, and to make such orders and adjudge such matters concerning the calling of a special meeting of said corporation as may appear to the court necessary or desirable.  In support of this petition, the petitioners allege as follows:

1.       This petition is pursuant to the provisions of Chapter 180, Section 6A of the Massachusetts General Laws ("MGL").

2.       Petitioners are members of Respondent UNAA and represent more than ten percent (10%) of the minimum number of members of UNAA eligible to vote at the annual meeting. A list of members on UNAA is attached to this petition as Petition Exhibit A, and is by this reference is made a part hereof.

3.       The Articles and by-laws do not provide a minimum number of members eligible to vote an annual meeting. Therefore, any one member would be enough to meet the requirements of Section 6A above. A copy of the bylaws is attached to this petition as Petition Exhibit B, and by this reference is made a part hereof.

4.       Respondent UNAA is a Massachusetts non-profit corporation created and existing under the Massachusetts General Laws and has its principal place of business in Arlington, Massachusetts. A certificate from the Secretary of State is attached to this petition as Petition Exhibit C, and by this reference is made a part hereof.

5.       Respondents Brian Kwesiga, Monday Atigo, Jude Sempungu and Aisha Ogwang are elected officers of Respondent UNAA and they were all elected at the annual meeting in August 2013 and their term ends 2015. A certified copy of the Certificate of Change of Officers is attached to this petition as Petition Exhibit D, and by this reference is made a part hereof.

 

a.       Brian Kwesiga resides at  vnvnvnv

b.      Monday Atigo resides at  kdkdkdkd

c.       Jude Sempungu resides at  dkkfkfkf

d.      Aisha Ogwanga resides at skslslsls;s;

6.       Court authorization for members to call a Special Meeting of said corporation is necessary and desirable by reason of the following facts:

a.       UNAA was incorporated in Massachusetts in 2005. A certificate of incorporation is attached to this petition as Petition Exhibit F, and by this reference is made a part hereof.

b.      During the 2010 annual meeting of UNAA, the members were presented with new articles and bylaws and members were asked to approve the new articles and bylaws during the same meeting, contrary to the requirements of M.G.L. Chapter 180, s. 17. Petition Exhibit E, Affidavit of [Ronald Rutehenda] ("Rutehenda Aff"), ¶ ….

c.       There were over one thousand five hundred (1,500) members on UNAA at the meeting in 2010. Of these members, less than 100 members voted to approve the new articles and bylaws of UNAA. This was less than the two-thirds (2/3) majority vote required by law to change Articles. (M.G.L. Chapter 180, s.7).  Rutehenda Aff ¶

d.      UNAA filed a petition with the Secretary of State to explain why the statutory requirement for a two-thirds majority was not met (M.G.L. Chapter 180, s.7A). Rutehenda Aff, ¶ ….

e.      Since 2011, UNAA has been governed under the 2010 articles and bylaws. Rutehenda Aff, ¶ ….

f.        In October of 2014, UNAA member Joseph Musoke informed the respondents that the process of adopting the 2010 constitution did not follow the law since members were not given the statutory time to review the proposed changes.  Joseph Musoke also informed the respondents that the fifty six members that approved the 2010 constitution were far few fewer than the two-thirds majority that the state law requires to change articles.  In addition, Joseph Musoke also informed the respondents that a search of the UNAA documents filed with the Secretary of state of the Commonwealth of Massachusetts did not show any petition filed to justify UNAA's failure to meet the two-thirds majority vote to change the articles. Lastly, Joseph Musoke informed the respondents that the Secretary of State of Massachusetts has to approve changes/amendments to the articles before the changes become effective.  Joseph Musoke added that the Secretary of State has never approved the 2010 documents as required by M.G.L. Chapter 180, s. 17. Riutehenda Aff, ¶ ….and Joseph Musoke's emails to respondents that are attached to this petition as Petition Exhibits G 1-10, and by this reference are made a part hereof.

g.       In September and October of 2014, Joseph Musoke informed the respondents via email that several provisions of the 2010 constitution did not conform to the laws  of Massachusetts:

h.      M.G.L. Chapter 180, s. 17 provides, inter alia, members have to have the opportunity to nominate candidates for the Board. However, Article 5.5 of the 2010 constitution of UNAA provides that the Board of Trustees shall be nominated by the Executive Committee and shall be confirmed with the advice and consent of the UNAA Council.  The 2010 constitution does not allow members of UNAA to nominate or vote to approve the Board. A copy of the 2010 constitution and Bylaws is attached to this petition as Petition Exhibit H, and by this reference is made a part hereof.

i.        M.G.L. Chapter 180, s. 18 provides that members of a non-profit corporation can only be expleed after a majority vote of other members.  However, Article 3.6 of UNAA's constitution allows the Council (management) to expel members without a general membership vote. Exhibit H, Musoke Gxxx, Rutehenda Aff ¶

j.        Timothy Gaburungyi, is a member of UNAA and has control over the members' only listserv where members send emails to each other. He has been blocking many members, including Petitioners abcdef, without explanation and has ignored repeated requests for explanation from the affected members. Rutehenda Aff ¶ and Musoke emails Exhibit Gppp

k.       On November 4, 2014, the Petitioners sent a formal petition to the Respondents and requested a special meeting within 45 days. The Petitioners also demanded that the Respondents should inform members that the 2010 constitution was not adopted lawfully, that the bodies that were newly created under the 2010 constitution should be disbanded and that Timothy Gaburungyi is removed from control of the listserv. A copy of that petition is attached to this petition as Petition Exhibit I, and by this reference is made a part hereof.

l.        The Respondents did not bother to respond to the substance of the petition and the forty five (45) days expired on December 20, 2014. The only comments made by Respondents was to point out that more than 150 petitioners were needed to call for a special meeting. Musoke emails Ghhh

m.    On……..2014, Respondent Brian Kwesiga informed members of UNAA that he would provide details of financial information and related contracts to the members at the annual meeting, then scheduled for August 31^st in San Diego. Petition Exhibit J attached to this petition.

n.      On September 16, 2014, Board Member Moses Wilson informed the members that the 2014 annual meeting had been cancelled for lack of quorum. Petition Exhibit K attached to this petition.

o.      On November 10, 2014, Respondent Brian Kwesiga filed an Annual Report with the Secretary of State and claimed that an Annual meeting had taken place on August 31, 2014. Petition Exhibit L attached to this petition.  In 2013, Respondent Kwesiga also filed a false claim on the 2013 Annual Report that UNAA had held an general meeting on Nov 1, 2012. Petition Exhibit wiwiwi

p.      On December….2014, Petitioner Joseph Musoke informed members that he had attended the convention in San Diego and that no such annual meeting as alleged by Respondent Brian Kwesiga ever took place on August 31, 2014. Musoke emails…

q.      On November…, 2014, Petitioner Joseph Musoke requested the Respondents to provide him information regarding the money collected for the convention held in San Diego in September 2014 but the Respondents ignored his request.  Joseph Musoke repeated the same request on Nov 30, 2014 but his request was ignored again. Rutehenda Aff ¶and Musoke emails Grrrr

r.        On several occasions, Petitioner Joseph Musoke requested Respondents Aisha Ogwang and Brian Kwesiga for minutes pertaining to the approval of the major expenses for the convention in San Diego but both respondents refused to provide him with those minutes. Musoke emails Gnnnn

s.       Petitoner Joseph Musoke sent several emails to Respondents asking for details of the 2013 convention/annual meeting but the Respondents refused to provide that information.

t.        After repeated weekly reminders by Petitioner Joseph Musoke and a threat to go to the IRS, Respondents released the 2013 State and Federal tax returns.  Petitioner Musoke immediately pointed out that the tax returns had faulty information and asked Respondents to explain them but Respondents ignored his requests. E,g Musoke pointed out that at the 2013 annual meeting, members were informed that the then treasurer had stolen almost $25,000 from UNAA. However, the tax returns filed in 2014 indicated that that money was now a loan. Respondents refused to explain how the alleged theft had turned into a loan. Respondents also refused to refer the matter to the police. Musoke emails Gwwwww

7.       The facts alleged above in paragraph 6 make it clear that the Court should intervene and grant the Petitioners authority to call a special meeting of UNAA.

WHEREFORE, Petitioners pray as follows:

1.        dkdkdkdkd

2.    blblblb

3.    wowowow

 

 

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