{UAH} UPDATE on lawsuit:

COMMONWEALTH OF MASSACHUSETTS
MIDDLESEX SUPERIOR COURT

CIVIL ACTION NO.15-12789

Andrew Abe, et al
Petitioners

v.

BRIAN KWESIGA, et al,
Respondents       

PETITIONERS' MOTION TO SUPPLEMENT THE PETITION

1.     NOW COME the Petitioners, through their attorney Joseph Musoke, and move this Honourable Court, pursuant to MRCP 15(d) for leave to supplement the Verified Amended Petition (and the Petitioners' Motion for Judgment on the Pleadings) to show the number of members as of 2010; the actual number of members as of November 4, 2014 and March 26, 2015; to show the cost of holding a special meeting via conference call or webinar;  to show that UNAA records and books were not displayed at the convention; to show that the 2010 Constitution was not amended; and to show that there was no quorum for an annual meeting in September, 2015.

Standard

             2.     Under R. 15, "the expressed tendency is in favor of allowing amendments and a motion to amend should be allowed unless some good reason appears for denial".  See Castellucci v. United States Fid. and Guar. Co., 372 Mass. 288, 289 (1977).  Motions to amend the pleading can be allowed at the time of trial and at the close of evidence. See Novel Ironworks, Inc. v. Wexler Construction Co., 26 Mass. App. Ct. 401 (1988).

3.     Here, the Petitioners did not have access to the exact number of members and relied on the summary provided by the Respondents at UNAA's website. See Petitioner's Reply to Counterclaims, ¶17 and Exhibits 11 and 12.   Also see, Petitioners' Motion for Judgment on the Pleadings, ¶24.  The Respondents have alleged that UNAA had 1,359 members but did not provide any evidence to back up that allegation. See Respondents' Memorandum in Opposition to Petitioners' Motion for Judgment on the Pleadings, pages 14-15 and footnotes 4-6.  Also see Answer to Petition, ¶¶ 5, 15 & 20, where Respondents allege that Petitioners were not 10% of the members but they (Respondents) did not mention how many members were in UNAA  as of November 4, 2014.

However, on September 14, 2015, the Respondents revealed that as of September 2, 2015,  the total combined number of members for both 2014 and 2015 was two hundred and thirty eight (238).  See Exhibit 1 attached to this motion. The newly released records also show that as of November 4, 2014 when the petitioners demanded for a special meeting, UNAA had about eighty five (85) members and about fourteen (14) of those 85 were Associate Members who are ineligible to vote.  Exhibit 1 also shows that on March 26, 2015, when the Petitioners filed the current proceedings, UNAA had about one hundred (100) members. See Exhibit 2 attached to this motion. Since UNAA had about 71 members on November 4, 2014, Article 4.4 of UNAA's 2010 Constitution provides that 28 members (i.e 40% of the members) are required for quorum.  Therefore, G.L. c. 180, §. 6A required just 3 members to demand for a special meeting.  That is, 40% of 71 is 28.4 (28 rounded to the nearest whole number); 10% of 28 is 2.8 (3 rounded to the nearest whole number).   Under Robert's law, 4 members would be needed to demand for a special meeting under G.L. c. 180, §. 6A.  That is, 51% of  71 is 36; 10% of 36 is 3.6 (or 4, rounded to the nearest whole number). Id.

The Petitioners were not aware of the actual numbers and they first learned of the alleged 1,359 members after receiving the Respondents' Memo opposing the Petitioners' Motion for Judgment on the Pleadings.  Even then, the Respondents did not attach any evidence proving that UNAA had 1,359 members. Therefore, allowing this evidence will help resolve the issue of the number of members that should be used to determine if enough members petitioned for a special meeting.   

4. Respondents have alleged that of all the petitioners, only eight (8) members qualified to call for the special meeting but they do not mention which 8 members were eligible.  The released information helps prove that more than 10 members petitioned for a special meeting.  See Exhibit 2 supra

5.     The Respondents allege that a special meeting would be very expensive.  See Respondents' Memorandum in Opposition to Petitioners' Motion for Judgment on the Pleadings, pages 12-13.  The cost of webinars depends on the number of participants.  See Exhibit 3 attached to this motion.  The Petitioners could not get an accurate quote until they got the actual number of members.   If the Court allows this motion, Exhibit 3 will help the Petitioners to prove that the cost of holding a special meeting via webinar is less than $250.

6.     An annual meeting of UNAA was scheduled for September 5, 2015 and many of the Petitioners showed up at the venue but the annual meeting did not take place because there was no quorum.  See Affidavits of Dr. Josephine Buwembo, Edwina Nantamu, Martina Musinguzi, Michaela Kisembo and Edwina Otto,  which are filed concurrently with this motion.

7.     In addition, the records and books of UNAA that were supposed to displayed to the members were not displayed and both the Treasurer and the Director of Finance did not show up at the venue for the annual meeting.

8.     There is no good reason for denial since the Respondents will not be prejudiced by the inclusion of the above evidence, which the Respondents had in their possession all along.    

Conclusion

9.     For the foregoing reasons, the Petitioners respectfully request that this Honorable Court should allow the Petitioners to supplement the Amended Petition and the Motion for Judgment on the Pleadings, and allow the filing of the attached proposed Supplemented and Verified Amended Petition.

Date: 10/1/2015

                                                                                                                                       Respectfully submitted,

                                                                                                                                       PETITIONERS,

                                                                                                                                       By their Counsel,

                                                                                                                                                                       Joseph Musoke, Esq.*
                                                                                                                                            *Admitted Pro Hac Vice

CERTIFICATE OF SERVICE

I hereby certify that on this

day a true copy of the above

document was served upon the attorney

of record for the Respondents by mail.

Date: 10/1/2015.  _______________Joseph Musoke

 

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